Common use of Letter of Credit Clause in Contracts

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00100,000.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another a financial institution located in Orange County Southern California and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December January 31, 20052006, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such , which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or of any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five ten (510) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five ten (510) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In If on or after the event that second annual anniversary of the Commencement Date of this Lease: (a) Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that (b) Tenant has not at any time been more than five ten (510) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, and (c) Tenant shall demonstrate by the delivery to Landlord of its audited financial statements that Tenant has achieved a positive net income and a positive net worth for the most current quarter (as determined by generally accepted accounting principles, consistently applied, and issued by a nationally recognized accounting firm), then upon the written request of TenantTenant accompanied by copies of the audited financial statements required in Subsection (c) of this paragraph, Landlord shall authorize in writing consecutive reductions to the principal amount an immediate full exoneration and release of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcredit.

Letter of Credit. In addition Tenant shall, within twenty (20) business days after the date hereof, deliver to Landlord an irrevocable, unconditional letter of credit ("Letter of Credit") in favor of Landlord in the following amounts: Tenant's failure to provide the Letter of Credit within said twenty (20) business day period after the date hereof shall constitute an event of material default hereunder. The expiration date of the Letter of Credit shall be no earlier than the end of the fourth (4th) Lease Year of the Lease Term; provided, however, that such Letter of Credit may be of a duration shorter than said period, so long as Tenant replaces said Letter of Credit with a new Letter of Credit, on the same terms and conditions as the prior Letter of Credit, and in the applicable amount based on the foregoing schedule in this Section 47.0, at least one (1) month prior to the Security Deposit expiration of the prior Letter of Credit. If Tenant fails to replace a prior Letter of Credit within the period required herein, then Landlord shall be immediately authorized and entitled to demand and receive payment under said Letter of Credit, and to apply and hold the proceeds therefrom as an additional security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution deposit under the terms and conditions of Section 3.3 of this Lease. Said Letter of Credit must be acceptable to Landlord as to form, content, and issuing bank, and must not require any documentation in order to be valued upon and must contain an irrevocable standexplicit waiver by the issuing bank of any statutory or other right to delay or defer payment upon demand including, but not limited to, a waiver of such rights as are set forth in Article 5, Section 5-112(l)(a) and (b) of the Uniform Commercial Code. Said Letter of Credit must also provide that the issuing bank, upon any presentation of a draft for valuation thereon, shall honor such draft by letter promptly delivering the amount of credit the draft, by official bank or cashier's check, to Landlord or, at Landlord's sole option, by promptly wiring Federal Funds in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00)the draft into such account(s) as Landlord may specifically direct, in writing. Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to may draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw down upon said letter Letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be Credit in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been is in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to the payment of any payments of rent or other sums due to be paid to the Landlord under the this Lease, then upon and the written request of Tenantapplicable grace, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th)notice and cure period, twenty-fourth (24th)if any, thirty-sixth (36th), and forty-eighth (48th) months of the Termhas expired.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant (a) Subtenant shall deliver an unconditional, clean, irrevocable letter of credit (“Letter of Credit”) to Landlord, Sublandlord in an amount equal to (i) six (6) months Suite 420 Base Rent for the Suite 420 Subleased Premises (the “Suite 420 Letter of Credit”) concurrently with TenantSubtenant’s execution of this LeaseSublease, an irrevocable stand-and (ii) six (6) months Suite 450 Base Rent for the Suite 450 Subleased Premises (the “Suite 450 Letter of Credit”) upon the Suite 450 Commencement Date. For purposes of this Sublease, the term “Letter of Credit” shall include the Suite 420 Letter of Credit and, if applicable, the Suite 450 Letter of Credit and shall be issued by a solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office which will negotiate a letter of credit in credit, and whose deposits are insured by the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars FDIC) reasonably acceptable to Sublandlord ($166,229.00such approved, issuing bank being referred to herein as the “Bank”). Said letter Subtenant shall pay all expenses, points and/or fees incurred by Subtenant in obtaining the Letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank Credit or by another financial institution located in Orange County and which is acceptable to Landlordany updates or replacements thereof. The letter Letter of credit Credit shall either: (i) be issued with a fixed expiration date of December 31“callable” at sight, 2005irrevocable and unconditional, or (ii) shall provide be maintained in effect, whether through renewal or extension, for automatic annual renewals through the period commencing on the date of this Sublease and continuing until the date (the “Letter of Credit Expiration Date”) that date which is no less than sixty (60) days after the Letter of Credit Expiration Date as the same may be extended, and Subtenant shall deliver a new Letter of the Term Credit or certificate of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty extension to Sublandlord at least thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit then held by Sublandlord, then Landlord without any action whatsoever on the part of Sublandlord, (iii) be fully assignable by Sublandlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Sublandlord, or its authorized representative, shall have the right to draw down an amount up to the full face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) such amount is due to Sublandlord under the terms and conditions of this Sublease, and has not been paid within applicable notice and cure periods, or (B) Subtenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Subtenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Bank has notified Sublandlord that the Letter of Credit will not be renewed or extended through the Letter of Credit Expiration Date, and Subtenant has not provided a replacement Letter of Credit that satisfies the requirements of this Sublease at least thirty (30) days prior to such expiration, or (E) Subtenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Subtenant executes an assignment for the benefit of creditors, or (G) if there is a material adverse change in the financial condition of the Bank, and Subtenant has failed to provide Sublandlord with a replacement letter of credit and credit, conforming in all respects to hold such the requirements of this Article 17, in the amount as part of the Security Deposit pursuant applicable Letter of Credit, within ten (10) days following Sublandlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Sublease to Section 4.3 the contrary) (each of this Leasethe foregoing being an “Letter of Credit Draw Event”). Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord The Letter of Credit shall be entitled honored by the Bank regardless of whether Subtenant disputes Sublandlord’s right to draw upon said letter the Letter of credit by Credit. Subtenant hereby acknowledges and agrees that Sublandlord is entering into this Sublease in material reliance upon the issuance ability of Landlord’s sole written demand Sublandlord to draw upon the issuing financial institutionLetter of Credit upon the occurrence of any Letter of Credit Draw Event. Such In the event of any Letter of Credit Draw Event, Sublandlord may, but without obligation to do so, and without notice to Subtenant, draw shall be upon the Letter of Credit, in an part or in whole, in the amount necessary to cure the default in question and any such Letter of Credit Draw Event and/or to compensate Landlord Sublandlord for any and all damages of any kind or nature sustained or which Sublandlord reasonably estimates that it will sustain resulting from Subtenant’s breach or default of the Sublease or other Letter of Credit Draw Event and/or to compensate Sublandlord for any and all damages arising out of, or incurred therebyin connection with, as determined the termination of this Sublease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord in its sole and absolute discretionSublandlord shall not prevent Sublandlord from exercising any other right or remedy provided by this Sublease or by any applicable law, it being intended that Sublandlord shall not first be required to proceed against the Letter of Credit, and if such amount canLetter of Credit shall not operate as a limitation on any recovery to which Sublandlord may otherwise be readily determined by Landlordentitled. Subtenant agrees and acknowledges that (i) the Letter of Credit constitutes a separate and independent contract between Sublandlord and the Bank, then (ii) Subtenant is not a third party beneficiary of such contract, (iii) Subtenant has no property interest whatsoever in the full amount Letter of Credit or the proceeds thereof, and (iv) in the event Subtenant becomes a debtor under any chapter of the letter Bankruptcy Code, Subtenant is placed into receivership or conservatorship, and/or there is an event of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoinga receivership, while the amount of conservatorship or a bankruptcy filing by, or on behalf of, Subtenant, neither Subtenant, any such draw trustee, nor Subtenant’s bankruptcy estate shall be determined in Landlordhave any right to restrict or limit Sublandlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant claim and/or rights to the applicable provisions Letter of Article XIV Credit and/or the proceeds thereof by application of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result Section 502(b)(6) of the default, as a setoff for full U. S. Bankruptcy Code or partial compensation for the defaultotherwise. If any portion of the letter Letter of credit Credit is drawn after a default by Tenantso used or applied, Tenant shall then Subtenant shall, within five ten (510) business days after written following demand by Landlord therefor, restore the letter Letter of credit. Failure Credit to its original amount, and Subtenant’s failure to do so restore said letter of credit within said five (5) days shall be a default by Tenant under material breach of this LeaseSublease. Partial drawings upon said letter The provisions of credit this Section 17 shall be permitted. In the event that Tenant has not been in default under the Lease (beyond survive the expiration or earlier termination of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termthis Sublease.

Letter of Credit. In addition (a) At any time the Company may, at its option, provide for the delivery to the Security Deposit and Trustee of a Letter of Credit or Alternate Letter of Credit (hereafter collectively referred to as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (ia “Credit Instrument”) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before Company shall, in any event, cause to be delivered a Credit Instrument at least twenty (20) calendar days before the expiration date of any existing Letter of Credit, unless otherwise permitted by the Indenture. A Credit Instrument shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a Credit Provider, the terms of which shall be acceptable to the Trustee and shall otherwise comply with the requirements of the Indenture; provided, that the expiration date of such Credit Instrument shall be a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of the Bonds in full or provision for such payment in accordance with Article X of the Indenture. On or prior to the date of the delivery of a Credit Instrument to the Trustee, the Company shall cause to be furnished to the Trustee (i) an opinion of Bond Counsel addressed to the Trustee stating to the effect that the delivery of such Credit Instrument to the Trustee is authorized under the Indenture and complies with the terms hereof and will not in and of itself adversely affect the Tax-exempt status of interest on the Bonds, (ii) an opinion of counsel to the Credit Provider issuing such Credit Instrument stating to the effect that such Credit Instrument is enforceable in accordance with its terms (except to the extent that the enforceability thereof may 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 remedies), (iii) written evidence from the Rating Agency that the Bonds shall have a long-term rating of “A” (or equivalent) or higher or, if the Bonds only have a short-term rating, such short-term rating shall be in the highest short-term rating category (without regard to “+”s or “-”s) and (iv) if no Rating Agency is then rating the Bonds, an opinion of Bond Counsel addressed to the Trustee or an opinion of counsel to the Credit Provider addressed to the Trustee to the effect that payments under such Credit Instrument will not constitute a voidable preference under Section 547 of the United States Bankruptcy Code as then in effect if a petition in bankruptcy is filed by or against the Company, the Guarantor or the Issuer or an affiliate or a subsidiary of any of them. (b) The Company shall provide to the Trustee (with a copy to the Issuer) a written notice at least fifteen (15) calendar days prior to the then-scheduled expiration effective date of the letter any Alternate Letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit Credit (and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within no event later than thirty-five (535) calendar days after written demand by Landlord restore the letter of credit. Failure prior to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure periodexisting Letter of Credit) at any time during identifying the Term hereofAlternate Letter of Credit, if any, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions rating which will apply to the principal amount of Bonds after the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termeffective date.

Letter of Credit. In addition to Concurrently upon Tenant’s execution of the Security Deposit and as security hereunderLease, Tenant shall deliver to Landlord, concurrently with Tenant’s execution as additional protection for Landlord to assure the full and faithful performance by Tenant of this all of its obligations under the Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under the Lease, an irrevocable stand-by and unconditional negotiable letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit J-1 and containing the terms required herein, payable in Maricopa County, Arizona, running in favor of Landlord issued by a solvent nationally recognized bank with a long term rating of BBB or higher (as rated by Xxxxx’x Investors Service or Standard & Poor’s), and under the supervision of the Superintendent of Banks of the State of Arizone, or a national banking association, in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars set forth in the Basic Lease Information ($166,229.00“LC Amount”). Said letter The Letter of credit Credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31“callable” at sight, 2005irrevocable and unconditional, or (ii) shall provide subject to the terms of this Exhibit J, maintained in effect, whether through renewal or extension, for automatic annual renewals through that the entire period from the date of execution of the Lease and continuing until the date (the “LC Expiration Date”) which is sixty one hundred twenty (60120) days after the Expiration Date expiration of the Term initial Lease Term, and Tenant shall deliver a new Letter of this Lease. In the event the letter Credit or certificate of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty extension to Landlord at least thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (A) Landlord, or its then Landlord managing agent, shall have the right to draw down an amount up to the full face amount of such letter the Letter of credit and Credit upon the presentation to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance Bank of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in (or Landlord’s sole and absolute discretion as provided in the foregoing, if the amount then managing agent’s) written statements that (1) an Event of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default Default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default occurred under the Lease (beyond and such amount is due to Landlord under the expiration terms and conditions of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, (2) Tenant has filed a voluntary petition under the Federal Bankruptcy Code or (3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent is a limited liability company, corporation, partnership or other entity, then upon such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); and (B) the written request Letter of Tenant, Landlord shall authorize in writing consecutive reductions Credit will be honored by the Bank without inquiry as to the principal amount accuracy thereof and regardless of whether the letter Tenant disputes the content of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termsuch statement.

Letter of Credit. In addition to the Security Deposit and as security hereunder, 53.1 Tenant shall deliver to Landlord, concurrently with as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s execution failure to comply with one or more provisions of this Lease, including, but not limited to, any post lease termination damages under Section 1951.2 of the California Civil Code, an irrevocable stand-by letter Irrevocable Standby Letter of credit Credit (the “Letter of Credit”) in the amount of One Hundred Sixty Six Thirty-Seven Thousand Two Five Hundred TwentyFifty-Nine Three and 56/100’s Dollars ($166,229.00137,553.56). Said The following terms and conditions shall apply to the Letter of Credit: 53.2 The Letter of Credit shall be in favor of Landlord, shall be issued by a bank acceptable to Landlord with a Standard & Poors rating of “A” or better, shall comply with all of the terms and conditions of this Article and shall otherwise be in the form attached hereto as Exhibit I. Landlord hereby approves Union Bank as an acceptable bank as of the date of this Lease. 53.3 The Letter of Credit or any replacement Letter of Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than two months subsequent to the Termination Date (the “LOC Expiration Date”) without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the Letter of Credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the Letter of Credit that it does not intend to renew the Letter of Credit. Tenant understands that the election by the issuing bank not to renew the Letter of Credit shall not, in any event, diminish the obligation of Tenant to deposit the Security Deposit, if any, or maintain such an irrevocable Letter of Credit in favor of Landlord through the LOC Expiration Date. 53.4 Landlord, or its then authorized representative, upon Tenant’s failure to comply with one or more provisions of this Lease, or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease or by Laws, shall have the right from time to time to make one or more draws on the Letter of Credit and use all or part of the proceeds in accordance with Section 53.5 below. In addition, if Tenant fails to furnish a renewal or replacement letter of credit shall be in form and complying with all of the substance provisions of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable this Article 53 at least sixty (60) days prior to Landlord. The letter of credit shall either: (i) be issued with a fixed the stated expiration date of December 31the Letter of Credit then held by Landlord, 2005Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Article 53. Funds may be drawn down on the Letter of Credit upon presentation to the issuing bank of Landlord’s (or Landlord’s then authorized representative’s) certification set forth in Exhibit I. 53.5 Tenant acknowledges and agrees (and the Letter of Credit shall so state) that the Letter of Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any rent or other amounts payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees); and (d) against any other amount that Landlord may spend or (ii) shall provide for automatic annual renewals through that date which is become obligated to spend by reason of Tenant’s default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant within sixty (60) days after the LOC Expiration Date (as defined in Section 53.3 above) the amount of any proceeds of the Term Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LOC Expiration Date a voluntary petition is filed by Tenant or any guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease. In Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 53.6 If, as result of any application or use by Landlord of all or any part of the event Letter of Credit, the amount of the Letter of Credit shall be less than the amount set forth in this Article 31, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit is issued with an annual renewal obligation in the total amount required pursuant to this Article 53), and the any such additional (or replacement) letter of credit is not renewed shall comply with all of the provisions of this Article 53, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 53.7 Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity in connection with refinancing or transferring its interest in the Building, including Landlord’s mortgagee, and/or to have the Letter of Credit reissued in the name of Landlord’s mortgagee. If Landlord transfers its interest in the Building and transfers the Letter of Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall, without any further agreement between the parties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten (10) days after Landlord’s written request therefor. 53.8 If the Letter of Credit expires earlier than the LOC Expiration Date, or the issuing financial institution on bank notifies Landlord that it shall not renew the Letter of Credit, Landlord shall accept a renewal thereof or before twenty substitute letter credit (20such renewal or substitute Letter of Credit to be in effect not later than sixty (60) days prior to the then-scheduled expiration date thereof), irrevocable and automatically renewable through the LOC Expiration Date upon the same terms as the expiring Letter of Credit or upon such other terms as may be acceptable to Landlord. However, if (a) the Letter of Credit is not timely renewed, or (b) a substitute Letter of Credit, complying with all of the letter terms and conditions of creditthis paragraph is not timely received, then Landlord may present such Letter of Credit to the issuing bank, and the entire sum so obtained shall have the right be paid to draw the full amount of such letter of credit and Landlord, to hold such amount as part of the Security Deposit pursuant to be held by Landlord in accordance with Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure Notwithstanding the same within any applicable cure periodforegoing, Landlord shall be entitled to draw upon said letter receive from Tenant all attorneys’ fees and costs incurred in connection with the review of credit any proposed substitute Letter of Credit pursuant to this Section. 53.9 Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Regulation applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Laws, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount security deposit only those sums reasonably necessary to cure remedy defaults in the default payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in question and addition, claim those sums specified above in this Section 53.9 and/or those sums reasonably necessary to compensate Landlord for all any loss or damage caused by Tenant’s breach of this Lease or the acts or omission of Tenant or any other Tenant Agent, including any damages incurred therebyLandlord suffers following termination of this Lease. 53.10 Notwithstanding anything to the contrary contained in this Lease, as determined in the event that at any time the financial institution which issues said Letter of Credit is declared insolvent by Landlord in its sole and absolute discretionthe FDIC or is closed for any reason, and if such amount cannot be readily determined by LandlordTenant must promptly, then the full amount of the using commercially reasonable efforts, provide a substitute letter of credit can be drawn by Landlord pending determination that satisfies the requirements of said amount. Notwithstanding the foregoingthis Lease hereby from a financial institution acceptable to Landlord, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcommercially reasonable discretion.

Letter of Credit. In addition to Within five (5) business days following Sublandlord’s receipt of the Security Deposit and as security hereunderRequired Consents, Tenant Subtenant shall deliver to LandlordSublandlord, concurrently with Tenant’s execution as protection for the full and faithful performance by Subtenant of this Leaseall of its obligations under the Sublease and for all losses and damages Sublandlord may suffer (or which Sublandlord reasonably estimates that it may suffer) as a result of any breach or default by Subtenant under the Sublease, an unconditional, clean, irrevocable stand-by negotiable standby letter of credit (the “L/C”) in the amount of One Two Million Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.002,500,000) (the “L/C Amount”), in substantially the same form as attached hereto as Exhibit B, drawn on by Bank of America, N.A. (the “Bank”). Said letter of credit Subtenant shall be maintain the L/C in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of place throughout the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord Sublandlord shall have the right to draw upon it in full if it is not renewed at least thirty (30) days before the full stated expiration date thereof. Sublandlord shall have the right to draw down an amount up to the face amount of such letter the L/C if any default occurs under the Sublease to cure any breach or default of credit Subtenant and/or to compensate Sublandlord for any and to hold such amount as part all damages of any kind or nature sustained or which Sublandlord reasonably estimates that it will sustain resulting from Subtenant’s breach or default. The use, application or retention of the Security Deposit L/C, or any portion thereof, by Sublandlord shall not prevent Sublandlord from exercising any other right or remedy provided by the Sublease or by any applicable law. In the event Sublandlord draws down on the L/C pursuant to this Section 7, the funds shall be held by Sublandlord pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount 4 of the letter of credit can be drawn by Landlord pending determination of said amountSublease. Notwithstanding the foregoingIf, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of any drawing by Sublandlord on the defaultL/C pursuant to its rights herein, as a setoff for full or partial compensation for the default. If any portion amount of the letter of credit is drawn after a default by TenantL/C shall be less than the L/C Amount, Tenant shall Subtenant shall, within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five thereafter, provide Sublandlord with (5i) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions an amendment to the principal L/C restoring such L/C to the L/C Amount or (ii) additional L/Cs in an amount equal to the deficiency, which additional L/Cs shall comply with all of the letter provisions of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termthis Section 7.

Letter of Credit. (a) In addition to the lieu of a cash Security Deposit and as security hereunderDeposit, Tenant shall may deliver to Landlord, concurrently with Tenant’s execution of on the date that Tenant executes and delivers this LeaseLease to Landlord, an irrevocable stand-Irrevocable Standby Letter of Credit (the “Letter of Credit”) which shall be (1) in the form attached hereto as Exhibit 6 (with such changes as Landlord may from time to time reasonably request), (2) issued by letter a bank approved in writing by Landlord with an investment grade credit rating from Xxxxx’x (i.e., a rating of credit Baa3 or above), S&P (i.e., a rating of BBB- or above), or Fitch (i.e., a rating of BBB- or above) (an “Acceptable Bank”), (3) upon which presentment may be made in Boston, MA, Washington, DC, or elsewhere in the continental United States if presentation may be made by overnight courier (e.g., Federal Express), (4) in the amount set forth in Exhibit 1, and (5) for a term of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars at least one ($166,229.00)1) year, subject to automatic extension in accordance with the terms of the Letter of Credit. Said letter If the issuer of credit the Letter of Credit ceases to qualify as an Acceptable Bank or becomes subject to insolvency or receivership proceedings of any sort, Tenant shall be in form and with required to deliver a substitute Letter of Credit satisfying the substance conditions hereof (the “Substitute Letter of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Credit”) within fifteen (15) business days after notice thereof from Landlord. The letter If the issuer of credit the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period, Tenant shall either: be required to deliver a Substitute Letter of Credit at least thirty (i30) be issued with days prior to the expiration of the term of such Letter of Credit. If Tenant fails to furnish such renewal or replacement by the applicable deadline set forth above, Landlord may draw upon 1. Xxxxxx agrees that it shall maintain the Letter of Credit, in the full amount required hereunder, in effect until a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is at least sixty (60) days after the Expiration Date of the Term of this Lease. Tenant’s failure to maintain or replace the Letter of Credit as required hereunder shall be treated as a failure to pay rent for purposes of Landlord’s remedies. (b) If Tenant is in default of its obligations under this Lease, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down from the Letter of Credit (or Substitute Letter of Credit or Additional Letter of Credit, as defined below, as the case may be) (i) the amount necessary to cure such default or (ii) if such default cannot reasonably be cured by the expenditure of money, the amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability in account thereof. In the event of any such draw by Landlord, Tenant shall, within fifteen (15) business days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the letter foregoing conditions (the “Additional Letter of credit is issued with an annual renewal obligation and Credit”), except that the letter amount of credit is not renewed by such Additional Letter of Credit shall be the issuing financial institution on amount of such draw. In addition, in the event of a termination based upon the default of Tenant under this Lease, or before twenty (20) days prior a rejection of this Lease pursuant to the then-scheduled expiration date provisions of the letter of creditFederal Bankruptcy Code, then Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of such letter of credit damages and other amounts due from Tenant to hold such amount as part of the Security Deposit pursuant to Section 4.3 of Landlord under this Lease. Upon Any amounts so drawn shall, at Xxxxxxxx’s election, be applied first to any default unpaid rent and other charges which were due prior to the filing of the petition for protection under the Federal Bankruptcy Code. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by TenantLandlord to draw down from said Letter of Credit including, including specifically Tenant’s failure without limitation, by commencing an action seeking to pay rent enjoin or restrain Landlord from drawing upon said Letter of Credit. Tenant also hereby expressly waives any right or claim it may have to abide by seek such equitable relief. In addition to whatever other rights and remedies Landlord may have against Tenant if Tenant breaches its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodthis paragraph, Landlord Tenant hereby acknowledges that it shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question liable for any and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights which Landlord may have under this Lease or at law or in equity suffer as a result of any such breach. (c) Upon request of Xxxxxxxx, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the default, as a setoff for full amended or partial compensation for new Letter of Credit reflects the default. If name of any portion new owner of the letter of credit is drawn after a default by Tenant, Tenant shall within five Building. (5d) days after written demand by Landlord restore To the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event extent that Tenant Xxxxxxxx has not been in default under previously drawn upon any Letter of Credit, Substitute Letter of Credit, Additional Letter of Credit or Security Proceeds (collectively, the Lease (beyond the expiration of any applicable cure period“Collateral”) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenantheld by Landlord, Landlord shall authorize in writing consecutive reductions return such Collateral to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon Tenant on the expiration of the twelfth Term, less any amounts due from Tenant hereunder. (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48the) months In no event shall the proceeds of the Termany Letter of Credit be deemed to be a prepayment of rent or a measure of liquidated damages.

Letter of Credit. In addition to Concurrently with the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit Tenant shall pay to Landlord a security deposit in the amount of One Million Forty-Four Thousand Four Hundred Sixty Six Thousand Two Hundred TwentyEighty-Nine Four and 98/100 Dollars ($166,229.001,044,484.98) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of all obligations on the part of Tenant to be performed under this Lease. Said Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit shall be in form and with (the substance “Letter of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to LandlordCredit”). The letter Letter of credit Credit shall either: (i) be issued with by and drawn on a fixed expiration date bank reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of December 31A or a comparable rating from Xxxxx’x Professional Rating Service, 2005, or (ii) be substantially in the form attached hereto as Exhibit J, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. Landlord hereby agrees that Silicon Valley Bank shall be an approved bank for purposes of this Section 16.26. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic annual renewals through that the date which is sixty (60) days after subsequent to the Expiration Date scheduled expiration of this Lease (as the same may be extended). Any failure or refusal of the Term issuer to honor the Letter of this Lease. In the event the letter Credit shall be at Tenant’s sole risk and shall not relieve Tenant of credit is issued its obligations hereunder with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior regard to the then-scheduled expiration date security deposit. Upon the occurrence of the letter any Event of creditDefault, then Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw the full amount on all or any portion of such letter deposit held as a Letter of credit Credit and to hold apply the proceeds of such amount Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the part of Tenant under the Security Deposit pursuant to Section 4.3 terms of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent If Landlord so applies all or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenantsuch deposit, Tenant shall within five seven (57) days after written demand by notice from Landlord either (a) amend the Letter of Credit or deliver an additional Letter of Credit which satisfies the requirements of this Section 16.26 in the amount so applied or retained such that Landlord shall have a Letter of Credit (or Letters of Credit) in the required security deposit amount on hand at all times during the Term or (b) deposit cash with Landlord in an amount sufficient to restore such deposit to the letter of creditfull amount stated in this Section 16.26. Failure While Landlord holds any cash deposit Landlord shall have no obligation to so restore said letter of credit within said five (5) days pay interest on the same and shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permittedhave the right to commingle the same with Landlord’s other funds. In the event that Tenant has not been of a transfer of Landlord’s interest in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of TenantOffice Area, Landlord shall authorize in writing consecutive reductions transfer the Letter of Credit or cash proceeds, as applicable, to the principal amount transferee and thereupon Landlord shall without any further agreement between the parties, be released by Tenant from all liability therefor. Neither the holder of a mortgage nor Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord. Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall promptly return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the letter term of credit this Lease (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon condition required in the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermLease at such time.

Letter of Credit. In addition to the Security Deposit and as security hereunderrequired deposit, the Tenant shall deliver cause to be put in place within five (5) business days following written notice from Landlord that construction of the improvements shown on Exhibit C and Exhibit D is ready to commence and shall remain continuously in place until the fifth anniversary of the Commencement Date, unless otherwise provided herein or agreed by the Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by a letter of credit issued by a Bank in the area that is acceptable to the Landlord in the amount of One Four Hundred Sixty Six Nine Thousand Two Five Hundred Twenty-Nine Dollars ($166,229.00469,500), against which the Landlord may draw upon the occurrence of an Event of Default, as defined in Section 13.1, by Tenant under this Lease (the “Letter of Credit”). Said letter Landlord agrees that the Letter of credit Credit may be issued and renewed on an annual basis; provided that in the event Tenant fails to provide Landlord with a renewal Letter of Credit within ten (10) days prior to the termination of any then existing Letter of Credit, an Event of Default as defined in Section 13.1 shall be deemed to have occurred. The Letter of Credit shall be provided in a satisfactory form to the Landlord and be governed by the “Uniform Customs and Practices for Commercial Documentary Credits” promulgated by the XIII Congress of the International Chamber of Commerce (International Chamber of Commerce Brochure No. 500, 1993 revision) and the provisions of the Uniform Commercial Code-Letters of Credit—Title 8.5 of the Code of Virginia, 1950, as amended. The Landlord agrees that so long as the Tenant is in good standing with the substance Lease, the amount of Exhibit F attached heretothe Letter of Credit shall automatically be reduced at each anniversary of the Commencement Date by the amount of Ninety Two Thousand One Hundred Dollars ($92,100), provided the Letter of Credit shall automatically terminate on the fifth anniversary of the Commencement Date. 4. UTILITIES Landlord shall be responsible for providing water, sewer, electricity and natural gas to the Premises and shall promptly pay all costs and expenses associated therewith. Tenant shall be responsible for obtaining, and issued paying for directly, telephone, internet and all other utilities and services desired by Silicon Valley Bank or the Tenant in connection with the Premises not provided by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of Landlord under this Lease. In the event that any of the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed utilities provided by Landlord are interrupted or stopped by the issuing financial institution on action or before twenty (20) days prior to the then-scheduled expiration date inaction of the letter of creditLandlord, then its employees, agents or contractors, Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by shall, upon notice from Tenant, including specifically Tenant’s failure immediately notify the affected utility company and use its best efforts to pay rent or cause repairs to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permittedcommenced. In the event that there is a utility interruption or stoppage for more than one (1) business day, the Base Rent due hereunder shall be abated until such interruption or stoppage is corrected. In addition to the Base Rent, the Tenant has not been in default under shall pay Tenant’s Proportionate Share of the Lease utilities provided by Landlord (beyond the expiration “Utility Fee”). For the first six months following the Commencement Date, Tenant shall pay $3,390.83 per month based on an annual Utility Fee equal to $1.30 per square foot. At the end of any applicable cure period) at any time the six month period following the Commencement Date (the “Reallocation Date”), the Landlord shall determine the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided by Landlord during the Term hereofsix month period and shall provide Tenant with a copy of readings and costs to Tenant. In the event the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided further that by Landlord during the six month period exceeds the $1.30 per square foot amount, Tenant has not at any time been more than five shall pay Landlord the difference within thirty (530) days late more than once following Tenant’s receipt of evidence of the difference. In the event the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided by Landlord during the applicable previous twelve (12)-month six month period with respect to any payments of rent due under following the Lease, then upon Commencement Date is less than the written request of Tenantannual $1.30 per square foot amount, Landlord shall authorize reimburse Tenant the difference within thirty (30) days following Landlord’s determination that the amount is less. For the twelve (12) month period following the Reallocation Date, Tenant shall pay a Utility Fee based on the monthly average during the preceding six month period. At the end of the twelve (12) month period, Tenant shall pay to Landlord any increase in writing consecutive reductions to the principal actual amount of Tenant’s Proportionate Share of the letter of credit water, sewer, electric, and natural gas utility usage provided by Landlord during the preceding twelve (12) month period or Landlord shall reimburse Tenant the decrease in the actual amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration Tenant’s Proportionate Share of the twelfth (12th)water, twenty-fourth (24th)sewer, thirty-sixth (36th)electric, and forty-eighth natural gas utility usage provided by Landlord during the preceding twelve (48th12) months month period. For each twelve month (12) month period thereafter, Tenant shall pay a monthly Utility Fee based on the actual amount of Tenant’s Proportionate Share of the Termwater, sewer, electric, and natural gas utility usage provided by Landlord during the preceding twelve (12) month period. At the end of each period, Landlord shall determine the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided by Landlord during the preceding twelve (12) month period, and either Tenant shall pay to Landlord any increase in the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided by Landlord during the preceding twelve (12) month period or Landlord shall reimburse Tenant the decrease in the actual amount of Tenant’s Proportionate Share of the water, sewer, electric, and natural gas utility usage provided by Landlord during the preceding twelve (12) month period. It is acknowledged and agreed by Landlord that Tenant shall not share in the cost and expense of the water, sewer, electric and natural gas utility usage which is separately metered to any other tenant in the Building.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently 25.1 Simultaneously with Tenant’s execution of this Lease, an irrevocable stand-as additional protection for Landlord to assure the performance by Tenant of the terms of this Lease, Tenant shall post a letter of credit with Landlord (the “Letter of Credit”), in a form and from a bank and otherwise satisfying the terms and conditions set forth in Section 25.2 below, in the amount set forth in Item 8 of the Summary (the “L/C Amount”). If (1) the term of the Letter of Credit (or any extension thereof or substitute or new Letter of Credit provided to Landlord) held by Landlord will expire prior to the 120th day after the last day of the Lease Term and the Letter of Credit is not extended, or a new Letter of Credit for an extended period of time is not substituted, in either case prior to the expiration of the Letter of Credit, (2) Tenant commits a Default with respect to any provision of this Lease, (3) Tenant files in a court of competent jurisdiction a voluntary petition under the Federal Bankruptcy Code, or (4) an involuntary petition has been filed against Tenant in a court of competent jurisdiction under the Federal Bankruptcy Code, which remains undismissed or undischarged for a period of seventy-five (75) days after filing, Landlord may (but shall not be required to) draw upon the Letter of Credit, to the extent of (a) the payment of any sum which is in Default (including, without limitation, any Default under Section 18.1.3 above), (b) the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s Default, (c) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s Default, or (d) the full face amount of the Letter of Credit following the occurrence of any of the events (after expiration of the applicable 75-day period) described in clauses (3) and (4) hereinabove which trigger Landlord’s ability to draw on the Letter of Credit as set forth above. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the required L/C Amount hereunder. 25.2 The Letter of Credit shall be: (a) in form and substance satisfactory to Landlord in its reasonable discretion; (b) in the amount of One Hundred Sixty Six Thousand Two Hundred Twentythe then-Nine Dollars effective L/C Amount ($166,229.00as reduced below). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, unless drawn upon, and shall permit multiple draws; (c) issued by Silicon Valley Bank or by another financial institution a commercial bank reasonably acceptable to Landlord and located in Orange County the continental United States and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005payable at such bank, or local branch of such bank, in Los Angeles, California, San Francisco, California, Houston, Texas or New York, New York; (iid) shall provide for automatic annual renewals through that date which is sixty of an initial term not less than one year; (60e) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty at least thirty (2030) days prior to the then-scheduled current expiration date of the letter of credit, then either (1) renewed or automatically extended from time to time through the 120th day after expiration of the Lease Term, or (2) replaced with a substitute letter of credit; in the amount of the then-effective L/C Amount (as reduced below) and (f) shall be transferable at no cost to the beneficiary thereof. Tenant agrees not to interfere in any way with payment by the issuer of the Letter of Credit to Landlord shall have of the proceeds of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the full amount Letter of such letter Credit, provided that Tenant shall retain all rights and remedies against Landlord in connection therewith. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of credit Credit or any renewal thereof or any proceeds thereof be deemed to be or treated as a security deposit under any Applicable Laws. The parties hereto (i) recite that the Letter of Credit is not intended to serve as a security deposit and any and all other laws, rules and regulations applicable to hold such amount as part of security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (ii) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand Laws 25.3 Notwithstanding anything above to the issuing financial institution. Such draw shall be in an amount necessary to cure contrary, the default in question and to compensate Landlord for all damages incurred therebyL/C Amount of Letter of Credit, as determined by Landlord in its sole and absolute discretionincluding, and if such amount cannot be readily determined by Landlordwithout limitation, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw additional Letter of Credit as may be required by this Lease, shall be determined in Landlord’s sole reduced by one-quarter (1/4) of its original amount on the first anniversary of the Lease Commencement Date, and absolute discretion as provided in on each annual anniversary thereafter, until the foregoingL/C Amount is equal to $0 (i.e., if such that, upon the amount 4-year anniversary of any the Lease Commencement Date, the L/C Amount would equal $0), and such draw(s) that no Letter of Credit shall ultimately exceed the amount of damages actually incurred be retained by Landlord (each of such reduction dates hereinafter referred to as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Leasean “Adjustment Date”), provided no uncured monetary or material non-monetary Default then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have exists under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the defaultsuch applicable Adjustment Date. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five Within ten (510) days after Tenant’s written demand request, Landlord shall notify the issuer of any Letter of Credit of each such reduction, which reduction shall occur by means of delivery by Tenant to Landlord, at Tenant’s cost, of a substitute Letter of Credit in the applicable amount (or an amendment to the existing Letter of Credit). 25.4 In the event of the sale or transfer of Landlord’s interest in the Building, Landlord restore shall transfer the letter Letter of credit. Failure Credit to so restore said letter the purchaser or assignee, If Landlord transfers the Letter of credit within said five Credit to a transferee of the Building or Landlord’s interest therein, then such transferee (5and not Landlord) days shall be liable for its return so long as Tenant receives a default by Tenant copy of the written agreement between the transferor and the transferee documenting the transfer and pursuant to which the transferee prospectively assumes Landlord’s obligations under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.[SIGNATURE PAGE FOLLOWS]

Letter of Credit. In addition to the Security Deposit and as security hereunderUpon execution of this Lease, Tenant shall deliver to LandlordLandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Credit Amount, issued by a federally insured banking or lending institution ($166,229.00). Said letter of credit shall be i.e., insured by the FDIC) with a retail banking branch located within the continental United States reasonably acceptable to Landlord and in other form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is reasonably acceptable to Landlord. The Letter of Credit shall specifically provide for partial draws, shall be self-renewing annually as an “Evergreen” letter of credit credit, without amendment, for additional one-year periods, shall either: have a term that is self-renewing until sixty (i60) days after the expiration of the Term of the Lease and shall by its terms be issued with transferable by the beneficiary thereunder for a fixed expiration date transfer fee not to exceed $250.00 payable by Tenant. If Tenant fails to make any payment of December 31, 2005rent or other charges due to Landlord under the terms of the Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under the Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this Section within ten (ii10) 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 provide for automatic annual renewals through be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the event that the Letter of Credit is terminated by the issuer thereof prior to the date which that is sixty (60) days after the Expiration Date of the Term expiration date of this Lease. In , as set forth above, and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the event terms and conditions of the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution Lease on or before twenty thirty (2030) days prior to the then-scheduled expiration date of the letter any such Letter of creditCredit then held by Landlord, then Landlord Tenant shall be deemed in default hereunder and Landlord, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the full Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on such letter amounts shall be the property of credit Landlord. Landlord’s election to draw under the Letter of Credit and to hold such amount as part the proceeds of the Security Deposit pursuant 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 Section 4.3 present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Upon Tenant acknowledges that any default proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by Tenant, including specifically Tenant’s failure to pay rent or to abide Landlord may be used by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure 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 same within time such amounts are applied by Landlord to cure or satisfy any applicable cure periodsuch 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 be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand return to the issuing financial institution. Such draw shall be issuer of the Letter of Credit or its successor (or as such issuer may direct in an amount necessary to cure writing) any remaining and unapplied proceeds of any prior draws made under the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretionLetter of Credit, and if Tenant shall have no rights, residual or otherwise, in or to such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amountproceeds. Notwithstanding In addition to the foregoing, while Landlord will have the amount right to require Tenant to have a new Letter of any 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 draw shall be determined Issuer or if Landlord analyzes such Issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s sole and absolute discretion discretion, disapproves of such Issuer’s financial wherewithal and ability to remain as provided 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 the foregoing, if the amount default (regardless of any such draw(snotice and cure periods) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant and has not been in default under the this Lease (beyond the expiration of any applicable notice and cure periodperiods during the prior twelve (12) at any time months, the Letter of Credit Amount shall reduce during the Term hereofof 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, and provided further 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 Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period Letter of Credit is subject to reduction in accordance with respect to any payments the terms of rent due under the Lease. If Tenant is then or has been in default and the Letter of Credit balance is not or was not reduced, then upon at the written request first date of Tenantthe next scheduled reduction Lease Year, Landlord shall authorize in writing consecutive reductions the Letter of Credit Amount will only be reduced by the next scheduled reduction amount and will not skip to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termotherwise applicable Lease Year.

Letter of Credit. In addition to the Security Deposit Concurrently with Tenant’s execution and as security hereunderdelivery of this Lease, Tenant shall deliver to LandlordLandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit set forth in Section 1, which shall comply with, and may be drawn by Landlord in form and with accordance with, the substance provisions of Exhibit F G attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: hereto (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the such letter of credit, then Landlord together with any renewal or replacement thereof in accordance herewith, being referred to herein as the “Letter of Credit”). Notwithstanding any provision herein to the contrary, so long as (A) Tenant shall not be, or have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of been, in monetary or material non-monetary Default under this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 (B) this Lease is still in full force and 15.3 below effect, and Tenant’s failure to cure (C) Tenant provides Landlord with written notice requesting the same within any applicable cure period(requirements (A) through (C), Landlord collectively, the “Letter of Credit Reduction Conditions”), then Tenant shall be entitled to draw upon said letter of credit by reduce the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full required amount of the letter Letter of credit can Credit to the amounts and at the times set forth below, and Tenant may thereafter deliver to Landlord a substitute Letter of Credit, conforming to the requirements hereof, in the sum of such reduced amount. Upon Tenant complying with the Letter of Credit Reduction Conditions set forth above, the required amount of the Letter of Credit shall be drawn by reduced in accordance with the following schedule: Date: Letter of Credit Amount Reduced To: First (1st) anniversary of the Rent Commencement Date $ 720,164.00 Third (3rd) anniversary of the Rent Commencement Date $ 480,109.33 Upon and as a condition to each such reduction, Tenant shall deliver to Landlord pending determination a substitute Letter of said Credit, conforming to the requirements hereof, in the sum of the reduced Letter of Credit amount, whereupon Landlord shall surrender to Tenant the Letter of Credit being so replaced within thirty (30) Days; provided, however, that in no event shall the amount of the Letter of Credit hereunder ever be less than $480,109.33. Upon Landlord’s receipt of a substitute Letter of Credit in compliance with Exhibit G, Landlord agrees not to draw upon the Letter of Credit being so replaced. Notwithstanding the foregoing, while Tenant acknowledges that upon the amount occurrence of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount monetary or material non-monetary Default of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by TenantTenant hereunder, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall not be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect entitled to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit further reduction in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration Letter of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)Credit, and forty-eighth (48th) months Tenant’s Letter of the TermCredit obligation shall not be reduced below its then current level.

Letter of Credit. (a) In addition to the lieu of a cash Security Deposit and as security hereunderDeposit, Tenant shall may deliver to Landlord, concurrently with Tenant’s execution of on the date that Tenant executes and delivers this LeaseLease to Landlord, an irrevocable stand-Irrevocable Standby Letter of Credit (the “Letter of Credit”) which shall be (1) in the form attached hereto as Exhibit 6, (2) issued by letter a bank approved in writing by Landlord with an investment grade credit rating from Mxxxx’x (i.e., a rating of credit Baa3 or above), S&P (i.e., a rating of BBB- or above), or Fitch (i.e., a rating of BBB- or above) (an “Acceptable Bank”), (3) upon which presentment may be made in Boston, MA, Washington, DC, or elsewhere in the continental United States if presentation may be made by overnight courier (e.g., Federal Express), (4) in the amount set forth in Exhibit 1, and (5) for a term of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars at least one ($166,229.00)1) year, subject to automatic extension in accordance with the terms of the Letter of Credit. Said letter If the issuer of credit the Letter of Credit ceases to qualify as an Acceptable Bank or becomes subject to insolvency or receivership proceedings of any sort, Tenant shall be in form and with required to deliver a substitute Letter of Credit satisfying the substance conditions hereof (the “Substitute Letter of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Credit”) within fifteen (15) business days after written notice thereof from Landlord. The letter If the issuer of credit the Letter of Credit gives written notice of its election not to renew such Letter of Credit for any additional period, Tenant shall either: be required to deliver a Substitute Letter of Credit at least thirty (i30) be issued with days prior to the expiration of the term of such Letter of Credit. If Tenant fails to furnish such renewal or replacement by the applicable deadline set forth above, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (the “Security Proceeds”) as a fixed expiration date cash Security Deposit pursuant to the terms of December 31Section 7.1. Txxxxx agrees that it shall maintain the Letter of Credit, 2005in the full amount required hereunder, or (ii) shall provide for automatic annual renewals through that in effect until a date which is at least sixty (60) days after the Expiration Date of the Term of this Lease. Tenant’s failure to maintain or replace the Letter of Credit as required hereunder shall be treated as a failure to pay rent for purposes of Landlord’s remedies. (b) If Tenant is in default of its obligations under this Lease that continues beyond the expiration of any applicable notice grace or cure period, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down from the Letter of Credit (or Substitute Letter of Credit or Additional Letter of Credit, as defined below, as the case may be) (i) the amount necessary to cure such default or (ii) if such default cannot reasonably be cured by the expenditure of money, the amount which, in Lxxxxxxx’s opinion, is necessary to satisfy Tenant’s liability in account thereof. In the event of any such draw by Landlord, Tenant shall, within fifteen (15) business days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the letter foregoing conditions (the “Additional Letter of credit is issued with Credit”), except that the amount of such Additional Letter of Credit shall be the amount of such draw. Tenant may, in lieu of providing an annual renewal obligation and the letter Additional Letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior Credit, deliver to Landlord an amendment to the then-scheduled expiration date existing Letter of Credit. In addition, in the event of a termination based upon the default of Tenant under this Lease, or a rejection of this Lease pursuant to the provisions of the letter of creditFederal Bankruptcy Code, then Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of such letter of credit damages and other amounts due from Tenant to hold such amount as part of the Security Deposit pursuant to Section 4.3 of Landlord under this Lease. Upon Any amounts so drawn shall, at Lxxxxxxx’s election, be applied first to any default unpaid rent and other charges which were due prior to the filing of the petition for protection under the Federal Bankruptcy Code. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by TenantLandlord to draw down from said Letter of Credit including, including specifically Tenant’s failure without limitation, by commencing an action seeking to pay rent enjoin or restrain Landlord from drawing upon said Letter of Credit. Tenant also hereby expressly waives any right or claim it may have to abide by seek such equitable relief. In addition to whatever other rights and remedies Landlord may have against Tenant if Tenant breaches its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodthis paragraph, Landlord Tenant hereby acknowledges that it shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question liable for any and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights which Landlord may have under this Lease or at law or in equity suffer as a result of any such breach. (c) Upon request of Lxxxxxxx, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the default, as a setoff for full amended or partial compensation for new Letter of Credit reflects the default. If name of any portion new owner of the letter of credit is drawn after a default by Tenant, Tenant shall within five Building. (5d) days after written demand by Landlord restore To the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event extent that Tenant Lxxxxxxx has not been in default under previously drawn upon any Letter of Credit, Substitute Letter of Credit, Additional Letter of Credit or Security Proceeds (collectively, the Lease (beyond the expiration of any applicable cure period“Collateral” ) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenantheld by Landlord, Landlord shall authorize in writing consecutive reductions return such Collateral to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon Tenant on the expiration of the twelfth Term, less any amounts due from Tenant hereunder. (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48the) months In no event shall the proceeds of the Termany Letter of Credit be deemed to be a prepayment of rent or a measure of liquidated damages.

Letter of Credit. In addition to 4.2.1 Within three (3) business days following the Security Deposit and as security hereunderLease Date, Tenant shall deliver to LandlordLandlord an unconditional, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by and transferable letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The the original amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (such letter of credit and any renewals or substitutions thereof herein called the “Letter of Credit”); provided that such Letter of Credit (i) shall eitherprovide for not less than forty-five (45) days prior notice to Landlord of any termination or non-renewal and (iii) shall otherwise be in a form reasonably acceptable to Landlord and in compliance with the requirements of this Lease. 4.2.2 The Letter of Credit shall be held by Landlord as additional security for the full and faithful performance by Tenant of all of the terms and conditions of this Lease, including, without limitation, the payment of all amounts past due as of the occurrence of a Tenant Default. The Letter of Credit shall not be considered an advance payment of rent, nor shall it be a measure of Landlord’s damages in case of the occurrence of a Tenant Default. Tenant shall not be entitled to receive and shall not receive any interest on the Letter of Credit or any amounts drawn thereon. If, in the reasonable judgment of Landlord, the national bank issuing the Letter of Credit (or any replacement Letter of Credit, if applicable) is or may become unable to honor the obligations contained therein, Tenant shall, within fifteen (15) days after Landlord’s written request, provide a replacement Letter of Credit from another national bank acceptable to Landlord (in Landlord’s reasonable discretion), which replacement Letter of Credit shall be in the full amount of the initial Letter of Credit and shall otherwise comply in all respects with the provisions of this Lease. 4.2.3 It is understood and agreed that the Letter of Credit shall provide that the maximum sum that may be drawn by the holder pursuant to its terms shall be reduced annually in accordance with the following schedule; provided that Landlord shall, at no cost to Landlord, cooperate with and assist. Tenant as may be reasonably necessary from time to time to cause the bank issuing the Letter of Credit (or any replacement thereof) to reduce the maximum sum that may be drawn by the holder to the amounts shown below: Applicable Dates Maximum Amount Month 73 — Month 84 $750,000.00 Month 85 — Month 96 $500,000.00 Month 97 — Month 108 $250,000.00 Month 109 — Month 120 $0.00 4.2.4 The Letter of Credit shall provide that, if any Tenant Default occurs, then, without notice to Tenant and without prejudice to any other remedies available to Landlord under this Lease (whether at law, in equity or otherwise), Landlord shall have the right to draw upon the Letter of Credit in full or in partial amounts, subject to the requirement that all amounts so drawn will be used to perform any obligation of Tenant giving rise to such Tenant Default. It is understood and agreed, however, that Landlord’s application of any funds drawn under the Letter of Credit shall not constitute a cure of any Tenant Default unless: (i) this Lease, or Tenant’s right to possession of the Premises, is not terminated by Landlord as the result of such Tenant Default; (ii) such Tenant Default is fully cured by the application of such funds; and (iii) Tenant restores the Letter of Credit to the full amount then required hereunder. 4.2.5 If, (a) Landlord draws on the Letter of Credit and applies the proceeds thereof to cure any Tenant Default hereunder and (b) this Lease, or Tenant’s right to possession of the Premises, is not terminated as the result of such Tenant Default, then Tenant shall, within seven (7) days following Landlord’s written request, either: (1) deposit with Landlord, as a part of the Security Deposit, a cash sum equal to the amount drawn on the Letter of Credit, less any portion of that draw not applied by Landlord; (ii) cause the Letter of Credit to be issued with amended to restore the available balance to the amount available immediately prior to Landlord’s draw; or (iii) furnish a fixed substitute Letter of Credit in the full amount of the initial Letter of Credit and otherwise conforming to the requirements of this Lease. 4.2.6 If any Letter of Credit (i) has an expiration date which is prior to the expiration date of December 31the Term, 2005as extended, or (ii) shall provide provides for automatic annual renewals through and extensions absent the issuer’s notification that date which is sixty such Letter of Credit will not be renewed and extended, and Landlord has received such written notification from such issuer that the Letter of Credit will not be renewed or extended, then, at least thirty (6030) days after prior to such expiration date or, if applicable, the Expiration Date effective date of any such written notice from the Term issuer, Tenant shall furnish Landlord with a renewal or substitute Letter of Credit in the full amount required above and otherwise conforming to the requirements of this Lease. In If Tenant fails to renew or replace the event the letter Letter of credit is issued Credit in accordance with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of creditthis provision, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter Letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any Credit and hold such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord cash as the result of Tenant’s default (as determined pursuant to Security Deposit in accordance with the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently (a) Concurrently with Tenant’s its execution of this Lease, Tenant will obtain and deliver to Landlord an irrevocable stand-by irrevocable, clean, unconditional standby letter of credit in accordance with the terms and conditions of this Section 2417 (the “Letter of Credit”). The Letter of Credit will be in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Fifty Thousand Dollars ($166,229.00250,000), will be issued initially by Fleet Bank, or if Tenant wishes or is required to replace the initial Letter of Credit, by a bank that meets the criteria in Section 24.17(d). Said letter The Letter of credit shall be in form Credit will name the then-current Landlord (or, at Landlord’s request from time to time, one or more then-current lenders to Landlord) as the beneficiary thereof, will have an initial term of at least one (1) year, will renew automatically unless Landlord receives written notice from the issuer at least thirty (30) days prior to its expiration, and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is will expire no earlier than sixty (60) days after the Expiration Date expiration date of the Term of this Lease. In Tenant will renew or replace the event the letter Letter of credit is issued Credit in accordance with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty this Section 24.17 at least thirty (2030) days prior to the then-scheduled expiration date its expiration. The form and content of the letter Letter of credit, then Landlord shall Credit will be as set forth in this Section 24.17 and otherwise as may be acceptable to the beneficiary thereof. The beneficiary will have the right to draw under the full amount Letter of Credit on one or more occasions from time to time (either total or partial draws) and in accordance with the terms hereof simply upon presentation to the issuer of a sight draft executed by the beneficiary or its authorized representative requesting payment and without further condition or certification, and the issuer will pay upon presentation of such letter draft without deduction or offset of credit any type. The Letter of Credit will be assignable in whole but not in part, and at Landlord’s request from time to hold such amount as part time, it will be reissued in favor of a new beneficiary in accordance with the Security Deposit pursuant to Section 4.3 terms of this Lease. Upon any default by Tenant, including specifically Tenant’s failure . (b) If Tenant defaults or fails to pay rent or perform its Liabilities under this Section 24.17 or the rest of this Lease as and when required (including, without limitation, failing to abide by its obligations renew or replace the Letter of Credit as and when required), the beneficiary thereafter may, but will not be obligated to, draw under Sections 7.1 the Letter of Credit on one or more occasions and 15.3 below and Tenant’s failure hold or apply the proceeds thereof to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all amounts owed and/or damages incurred thereby, or resulting therefrom and/or in such other manner or order as determined by Landlord the beneficiary may determine in its sole and absolute discretion, and if such amount canthe beneficiary’s draw(s) under or failure to draw down all or any portion of the Letter of Credit in any particular instance will not be readily determined by deemed to be a waiver or election of any rights and remedies of any type of Landlord or the beneficiary, a limitation on Landlord’s or the beneficiary’s right to damages or the amount thereof, then the full amount a payment of the letter of credit can be drawn by Landlord pending determination of said amountliquidated damages or an accord or satisfaction. Notwithstanding the foregoing, while the amount beneficiary may not apply the proceeds of the Letter of Credit in amounts materially in excess of the damages actually or reasonably expected to be incurred by the beneficiary (but the parties specifically agree that the beneficiary’s rights to draw under and/or apply the proceeds of the Letter of Credit will not be subject to any such draw shall be determined in Landlord’s sole and absolute discretion as provided stays “caps” or limitations on damages in the foregoing, if the amount Bankruptcy Code or otherwise affected by an Event of any such draw(sBankruptcy). (c) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter Letter of credit Credit is drawn after a default by Tenanton, Tenant shall will within five ten (510) days after written demand by notice either: deposit cash with Landlord restore so that the letter combination of creditcash and the undrawn portion of the Letter of Credit equal the original amount of the Letter of Credit; or cause the Letter of Credit to be reinstated or reissued so that the amount thereof equals the original amount of the Letter of Credit. Failure to so restore said letter If the Letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant Credit has not been drawn on and Tenant is not in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not committed an act or omission that with the passage of time or the giving of notice (or both) would constitute a default, Tenant may at any time been more than five (5) days late more than once during its cost reduce the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal face amount of the letter Letter of credit in the amount of Thirty Three Credit to One Hundred Twenty-five Thousand Two Hundred Forty-Six Dollars ($33,246.00125,000) each upon if prior thereto: (i) Tenant has met the expiration following financial criteria for one full calendar year: revenue (excluding venture or other funding) of at least $73.8 Million; cost of goods sold not exceeding 29% of revenue; operating expenses not exceeding 38% of revenue; and operating income of at least $25 Million and at least 34% of revenue; and (ii) Tenant delivers to Landlord: financial statements prepared in accordance with GAAP and audited by an independent certified public accountant showing that these financial criteria have been met; and an unconditional written certification from such accountant and Tenant’s President or CFO certifying that these financial criteria have been met. (d) Tenant will promptly cause the Letter of Credit to be replaced by a Letter of Credit issued by another recognized United States money-center bank in good standing with a branch located in the Boston, Massachusetts metropolitan area of the twelfth United States that meets the financial criteria described below and is otherwise reasonably acceptable to the beneficiary: (12th)i) on demand by the beneficiary if the issuer ever fails to meet the financial criterion described below; or (ii) if Tenant wishes to replace the Letter of Credit with a Letter of Credit issued by another bank. The financial criteria referred to above are the issuer’s maintenance of credit quality ratings from Fitch, twenty-fourth (24th)Inc., thirty-sixth (36th), Xxxxx’x and forty-eighth (48th) months Standard & Poor’s at least equal to those enjoyed by the initial issuer of the TermLetter of Credit when the Letter of Credit was initially issued. Tenant will be responsible for documenting such compliance if required. The beneficiary will have the immediate right thereon and thereafter to draw under the Letter of Credit for all or any portion thereof if the Letter of Credit is not replaced as and when required by an issuer meeting the financial criterion referred to above. Tenant will be solely responsible for all costs in connection with any issuance, reissuance, reinstatement, assignment, modification, transfer or renewal of the Letter of Credit in accordance with this Section.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an irrevocable stand-by and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit F and containing the terms required herein, naming Landlord as the beneficiary and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount of Ninety One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Seventy Eight and 00/100 Dollars ($166,229.0091,278.00)(the “Letter of Credit Amount”). Said letter The Letter of credit Credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31“callable” at site, 2005irrevocable and unconditional, or (ii) shall provide be maintained in effect, whether through renewal or extension, for automatic annual renewals through the period from the Lease Commencement Date and continuing until the date that is the date which that is sixty (60) days after the Expiration Date expiration of the Term (the “LC Expiration Date”), (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (2007), International Chamber of this LeaseCommerce Publication #600, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the event foregoing, the letter form and terms of credit is issued with an annual renewal obligation the Letter of Credit (and the letter bank issuing the same (the “Bank”)) shall be acceptable to Landlord, in Landlord’s sole discretion. Tenant shall deliver a new Letter of credit is not renewed by the issuing financial institution on Credit or before twenty certificate of renewal or extension to Landlord at least thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit then held by Landlord, without any action whatsoever on the part of Landlord. Landlord, or its then Landlord managing agent, shall have the right to draw down an amount up to the full face amount of such letter the Letter of credit and to hold Credit if any of the following shall have occurred or be applicable: (a) such amount as part of is due to Landlord under the Security Deposit pursuant to Section 4.3 terms and conditions of this Lease, or (b) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (c) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (d) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has failed to timely replace the Letter of Credit in accordance with this Article 26. Upon any default The Letter of Credit will be honored by Tenant, including specifically Tenantthe Bank regardless of whether Tenant disputes Landlord’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled right to draw upon said letter the Letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermCredit.

Letter of Credit. In addition to the Security Deposit and as security hereunderUpon execution of this Lease, Tenant shall deliver to LandlordLandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Credit Amount, issued by a federally insured banking or lending institution ($166,229.00). Said letter of credit shall be i.e., insured by the FDIC) with a retail banking branch located within the continental United States reasonably acceptable to Landlord and in other form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is reasonably acceptable to Landlord. The Letter of Credit shall specifically provide for partial draws, shall be self-renewing annually as an “Evergreen” letter of credit credit, without amendment, for additional one-year periods, shall either: have a term that is self-renewing until sixty (i60) days after the expiration of the Term of the Lease and shall by its terms be issued with transferable by the beneficiary thereunder for a fixed expiration date transfer fee not to exceed $250.00 payable by Tenant. If Tenant fails to make any payment of December 31, 2005rent or other charges due to Landlord under the terms of the Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under the Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this Section within ten (ii10) 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 provide for automatic annual renewals through be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the event that the Letter of Credit is terminated by the issuer thereof prior to the date which that is sixty (60) days after the Expiration Date of the Term expiration date of this Lease. In , as set forth above, and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the event terms and conditions of the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution Lease on or before twenty thirty (2030) days prior to the then-scheduled expiration date of the letter any such Letter of creditCredit then held by Landlord, then Landlord Tenant shall be deemed in default hereunder and Landlord, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the full Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on such letter amounts shall be the property of credit Landlord. Landlord’s election to draw under the Letter of Credit and to hold such amount as part the proceeds of the Security Deposit pursuant 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 Section 4.3 present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Upon Tenant acknowledges that any default proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by Tenant, including specifically Tenant’s failure to pay rent or to abide Landlord may be used by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure 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 same within time such amounts are applied by Landlord to cure or satisfy any applicable cure periodsuch 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 be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand return to the issuing financial institution. Such draw shall be issuer of the Letter of Credit or its successor (or as such issuer may direct in an amount necessary to cure writing) any remaining and unapplied proceeds of any prior draws made under the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretionLetter of Credit, and if Tenant shall have no rights, residual or otherwise, in or to such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amountproceeds. Notwithstanding In addition to the foregoing, while Landlord will have the amount right to require Tenant to have a new Letter of any 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 draw shall be determined Issuer or if Landlord analyzes such Issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s sole and absolute discretion discretion, disapproves of such Issuer’s financial wherewithal and ability to remain as provided 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 the foregoing, if the amount default (regardless of any such draw(snotice and cure periods) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant and has not been in default under the this Lease (beyond the expiration of any applicable notice and cure periodperiods during the prior twelve (12) at any time months, the Letter of Credit Amount shall reduce during the Term hereofof this Lease on the first date of the respective Lease Year as set forth below: 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, and provided further 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 Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period Letter of Credit is subject to reduction in accordance with respect to any payments the terms of rent due under the Lease. If Tenant is then or has been in default and the Letter of Credit balance is not or was not reduced, then upon at the written request first date of Tenantthe next scheduled reduction Lease Year, Landlord shall authorize in writing consecutive reductions the Letter of Credit Amount will only be reduced by the next scheduled reduction amount and will not skip to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termotherwise applicable Lease Year.

Letter of Credit. In addition to 15.01 Simultaneously with the Security Deposit execution and as security hereunderdelivery of this Lease, Tenant shall deliver to LandlordLandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Credit Amount ($166,229.00as defined in Article 1) in the form attached hereto as Exhibit L or otherwise satisfactory in form and content to Landlord and issued by an FDIC insured bank located in Boston reasonably satisfactory to Landlord in favor of Landlord. During the Term hereof, including any extensions thereof, or for any period that Tenant remains in possession of the premises following the expiration of the term, or for any period Tenant has obligations hereunder to Landlord that remain unsatisfied following the expiration of the term (as may be extended). Said , and for ninety (90) days after the latest to occur of the foregoing (i.e., the expiration of the term (as may be extended), the date on which Tenant vacates and yields up the premises, etc.), the letter of credit shall be in form held to ensure the full and with the substance timely performance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and Tenant’s obligations under this Lease; which is acceptable to Landlord. The 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 either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event have no right to require Landlord to so draw and apply the letter of credit, nor shall Tenant be entitled to credit is issued with an annual renewal obligation and 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 is not renewed by the issuing financial institution on or before twenty to be renewed, in identical form to that delivered herewith, no later than thirty (2030) days prior to the then-scheduled expiration date of expiration of same. Without limiting any other remedies of Landlord, in the event that Tenant fails to renew any letter of creditcredit given hereunder at least thirty (30) days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Landlord makes such use of the letter of credit, or any part thereof, the sum so applied by Landlord (from cash or from a drawing on the letter of credit) shall be restored to the letter of credit (or by a new letter of credit equal to the difference) by Tenant forthwith upon notice from Landlord, and failure to so restore (within the grace period applicable to Base Rent hereunder) shall be a default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in the payment of rent. In the event of a change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise believes the financial conditions of the issuing bank has been degraded, Landlord reserves the right to require Tenant to replace the letter of credit from time to time with a substitute similar letter of credit issued by another bank satisfactory to Landlord. In addition, in the event of a termination based upon the default of Tenant under the Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of such letter of credit damages and other amounts due from Tenant to hold such amount as part Landlord under the Lease. Any amounts so drawn shall, at Landlord’s election, be applied first to any unpaid rent and other charges which were due prior to the filing of the Security Deposit pursuant petition for protection under the Federal Bankruptcy Code. Tenant hereby covenants and agrees not to Section 4.3 oppose, contest or otherwise interfere with any attempt by Landlord to draw down from said Letter of this LeaseCredit including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter of Credit. Upon Tenant also hereby expressly waives any default by Tenant, including specifically Tenant’s failure right or claim it may have to pay rent or seek such equitable relief. In addition to abide by whatever other rights and remedies it may have against Tenant if Tenant breaches its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodthis paragraph, Landlord Tenant hereby acknowledges that it shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question liable for any and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights which Landlord may have under this Lease or at law or in equity suffer as a result of any such breach. Upon request of Landlord or any (prospective) purchaser or mortgagee of the defaultBuilding, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the amended or new Letter of Credit reflects the name of the new owner of the Building or mortgagee, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcase may be.

Letter of Credit. In addition to (a) It is agreed that Subtenant will provide Sublandlord at the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s time of the execution of this LeaseSublease, an unconditional, irrevocable stand-by letter of credit credit, in the amount of One Six Hundred Sixty Six Thousand Two Hundred Twenty-Nine and 00/100 Dollars ($166,229.00600,000.00) (the “Letter of Credit”). Said Subtenant shall be responsible, at its sole cost, for paying any and all letter of credit or other fees due to the issuer of the Letter of Credit. Such Letter of Credit shall be in form and with the substance of Exhibit F attached hereto, and issued provided by Silicon Valley Bank or by another financial institution located in Orange County and which a bank that is reasonably acceptable to Landlord. The letter Sublandlord, shall permit partial draws, shall be assignable by Sublandlord (without any cost to Sublandlord) and shall be for an initial term of credit shall either: one year and be automatically renewable (ii.e. “Evergreen”) be issued with a fixed expiration date for successive one year periods (unless Sublandlord receives notice of December 31, 2005, or non-renewal at least ten (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (2010) days prior to the then-scheduled expiration date of the letter Letter of creditCredit), then Landlord so that it remains outstanding for as long as the Sublease is in effect, and shall have 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 right to draw the full amount event of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by TenantSubtenant under this Sublease, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord Sublandlord shall be entitled to draw upon said letter the Letter of credit by the issuance of Landlord’s sole written demand Credit to the issuing financial institutionextent of, and to reimburse Sublandlord for, any and all damages owed to Sublandlord by Subtenant as a result of such default. Such If at any time the Letter of Credit is due to expire or Sublandlord receives notice that it will expire and Sublandlord has not received written evidence of the renewal thereof at least ten (10) days before such expiration, Sublandlord may draw upon the Letter of Credit for the full amount thereof in which event the proceeds shall become a cash security deposit subject to the terms of this Paragraph 17. (b) In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Letter of Credit (or cash deposit, if drawn), except as same may have been applied by Sublandlord in accordance with this Sublease, shall be returned to Subtenant within thirty (30) days after the Termination Date or such earlier termination date of this Sublease and after Subtenant has delivered entire possession of the Subleased Premises to Sublandlord in an amount necessary to cure accordance with all of the default terms and provisions of this Sublease. (c) Subtenant agrees that in question and to compensate Landlord for all damages incurred therebythe event Sublandlord draws upon the Letter of Credit in accordance with the provisions of this Sublease, as determined by Landlord Subtenant will immediately upon demand of Sublandlord replace the drawn upon Letter of Credit with a new Letter of Credit in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter drawn upon Letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoingCredit, while or reimburse or pay Sublandlord for the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if so applied so that the amount constituting the Letter of any such draw(s) Credit during the term of this Sublease shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant always be equal to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal required amount of the letter Letter of credit in Credit. (d) Subtenant further agrees that it will not assign or encumber or attempt to assign or encumber the amount moneys constituting the Letter of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)Credit, and forty-eighth (48th) months of the Termthat neither Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance or attempted assignment or encumbrance.

Letter of Credit. In addition Notwithstanding anything to the contrary contained herein, Tenant shall have the option to deliver to Landlord a Letter of Credit (as set forth below) in lieu of the Security Deposit and as security hereunderset forth in Section 5.01 above. If Tenant elects to post a Letter of Credit in lieu of the Security Deposit, then the following shall apply: (a) No later than February 1, 2004, Tenant shall deliver to Landlord the Letter of Credit described below as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind, or a measure of Landlord’s damages upon Tenant’s default. The Letter of Credit shall be maintained in effect from the date thereof through January 31, 2011 (the “LOC Expiration Date”), and provided that on the LOC Expiration Date, Tenant shall not be in Default, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord on account of a Default as provided below). Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the “Letter of Credit Proceeds”) or any portion thereof to cure any Default under this Lease, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord’s remedies set forth in this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Landlord an amendment Letter of Credit or a replacement Letter of Credit in an amount equal to the difference between the amount of the required Letter of Credit and the amount so expended. Tenant’s failure to deliver such amendment to the Letter of Credit or replacement Letter of Credit to Landlord within five (5) business days of Landlord’s notice shall constitute a Default hereunder. If Tenant is not in Default on the LOC Expiration Date, within forty-five (45) days after such date, Landlord shall return to Tenant the Letter of Credit or the balance of the Letter of Credit Proceeds then held by Landlord; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. No purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such holder or purchaser shall have actually received the same. (b) As used herein, Letter of Credit shall mean an unconditional, irrevocable letter of credit (hereinafter referred to as the ‘Letter of Credit”) issued by the San Francisco Bay Area office of a major national bank satisfactory to Landlord (the “Bank”), naming Landlord as beneficiary, in the initial amount of Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00). The Letter of Credit shall be for not less than a one-year term and shall provide that (i) Landlord may make partial and multiple draws upon the Letter of Credit up to the full amount thereof, as determined by Landlord, concurrently (ii) the Bank will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord, together with a written certification from Landlord that Tenant is in Default, (iii) Landlord is therefore entitled to draw such amount; and (iv) in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. In the event that the Bank shall fail to notify Landlord that the Letter of Credit will be renewed for at least one (1) year beyond the then applicable expiration date, and Tenant shall not have delivered to Landlord, at least thirty (30) days prior to the relevant annual expiration date, a replacement Letter of Credit in the amount required hereunder and otherwise meeting the requirements set forth above, then Landlord shall be entitled to draw on the Letter of Credit as provided above, and shall hold the proceeds of such draw as Letter of Credit Proceeds pursuant to Section 5.02(a) above. (c) Notwithstanding anything to contrary contained herein, if Tenant is not in Default under the Lease on February 1, 2006, the replacement Letter of Credit may be issued in the amount of Four Hundred Five Thousand and No/100 Dollars ($405,000.00). If Tenant is not in Default under the Lease on February 1, 2007, the replacement Letter of Credit may be issued in the amount of Three Hundred Sixty Thousand and No/100 Dollars ($360,000.00). If Tenant is not in Default under the Lease on February 1, 2008, the replacement Letter of Credit may be issued in the amount of Three Hundred Fifteen Thousand and No/100 Dollars ($315,000.00). If Tenant is not in Default under the Lease on February 1, 2009, the replacement Letter of Credit may be issued in the amount of Two Hundred Seventy Thousand and No/100 Dollars ($270,000.00). If Tenant is not in Default under the Lease on February 1, 2010, the replacement Letter of Credit may be issued in the amount of Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00). (d) The cost of the Letter of Credit shall be paid by Tenant’s execution . If Tenant shall fully and faithfully comply with all the terms, provisions, covenants, and conditions of this Lease, an irrevocable stand-by letter the Letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit Credit, or any balance thereof, shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable returned to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days Tenant after the Expiration Date following: (a) the expiration or earlier termination of the Term of this Lease. In ; (b) the event removal of Tenant and its property from the letter of credit is issued with an annual renewal obligation and Premises; (c) the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date surrender of the letter of credit, then Premises by Tenant to Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of in accordance with this Lease. Upon any default ; and (d) the payment by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount Tenant of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoingoutstanding Rent, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined including, without limitation, all Rent Adjustments due pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund Lease as computed by Landlord. If Tenant fails timely to perform any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have obligation under this Lease or at law or in equity as Article Five, such breach shall constitute a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default Default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration without any right to or requirement of any applicable further notice or cure period) at period under any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments other Article of rent due under the this Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), except such notice and forty-eighth (48th) months of the Termcure period expressly provided under this Article Five.

Letter of Credit. In addition to At any time during the Security Deposit and as security hereunderTerm, Tenant shall have the right to deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by Landlord a letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars the Security Deposit, to be held by Landlord as security for the performance by Tenant of all of the obligations to be performed by it under this Lease. In such event, Landlord shall refund the cash Security Deposit and all accrued interest thereon to Tenant within fifteen ($166,229.00). Said 15) days after receipt of such letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlordcredit. The letter of credit (and each replacement or renewal thereof) shall either: (i) be issued with a fixed expiration date of December 31irrevocable, 2005, or (ii) shall provide be issued by NationsBank, N.A. or another national bank having an office in Washington, D.C. or Fairfax County, Virginia, which has net assets of $50,000,000 or more, (iii) be for automatic annual renewals through that date which is sixty (60) days a term of not less than 12 months after the Expiration Date date of issuance, and (iv) authorize Landlord to draw thereon by a sight draft delivered to the Term issuing bank accompanied by an affidavit of this Lease. In the event the a general partner, or executive officer, of Landlord that an Event of Default has occurred and is continuing or that Tenant has failed to deliver a replacement letter of credit is issued with an annual renewal obligation and within the letter of credit is not renewed time required by the issuing financial institution this subsection. Tenant shall, on or before twenty (20) days prior to the then-scheduled 30th day before the expiration date of the letter of credit, credit then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined being held by Landlord in its sole and absolute discretionunder this subsection, and if such amount cannot be readily determined by Landlord, then the full amount deliver to Landlord an extension or renewal of the letter of credit can be drawn for a period of not less than 12 months. Tenant shall extend or renew the letter of credit, or any extension or renewal thereof, for successive periods of at least 12 months each throughout the Term. Upon the occurrence of an Event of Default or the Tenant's failure to deliver a replacement letter of credit within the time required by this subsection, Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant authorized to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of on the letter of credit is drawn after a default then being held by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of creditit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to receive, hold and apply the principal amount proceeds of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon same manner and on the expiration same terms as the Security Deposit. All references in this Lease to the "Security Deposit" shall be deemed to include the proceeds of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months letter of the Termcredit.

Letter of Credit. In addition to the Security Deposit event of an Approval, Sections 18A through 18E will be valid and as security hereunderenforceable. In the event of a Non Approval, Tenant Sections 18C through 18E shall deliver to Landlordbe deemed null and void and only Sections 18A and 18B will be valid and enforceable. As partial consideration for Gavilon entering into this Agreement and the other Transaction Agreements, concurrently with TenantProducer’s execution of this Leaseparent company, Advanced BioEnergy, LLC, a Delaware limited liability company, shall post an irrevocable standand non-by transferable standby letter of credit for the benefit of Gavilon in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars $2,500,000 ($166,229.00“LOC Amount”), all in a form as agreed upon by Gavilon (the “ABE LOC”). Said letter of credit The ABE LOC shall include, but not be limited to, the following terms: A. In the event that the lease term for the individual Cars as set forth on Exhibit A are not hereafter extended or otherwise amended, the LOC Amount shall be decreased to (i) $2,000,000 on July 1, 2017 and (ii) $1,500,000 on July 1, 2018. There shall be no requirement to replace or renew the ABE LOC after it has been drawn upon. Any reference to the “LOC Amount” shall refer to the lesser amounts as set forth herein after the applicable dates referenced unless the lease term for the individual Cars as set forth on Exhibit A are hereafter extended or otherwise amended, in form and with which case the substance of Exhibit F attached heretooriginal LOC Amount shall remain in place unless the Parties otherwise agree. B. Geneva State Bank, and issued by Silicon Valley Bank or by another some other financial institution located in Orange County and which is deemed acceptable to LandlordGavilon (“Lender”), shall allow Gavilon to draw upon the ABE LOC in the full LOC Amount upon Gavilon’s written notice to Lender, with a copy to Producer, stating that there has been (i) an Event of Default by Producer under the terms of this Agreement; or (ii) a Non-Approval. The letter of credit shall eitherThere will be no further obligation for an ABE LOC hereunder: (i) be issued with a fixed expiration date after payment of December 31, 2005, or the LOC Amount to Gavilon; (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term expiration or termination of this Lease. In Agreement; or (iii) upon a transfer or an assignment of this Agreement pursuant to a Purchaser Change of Control (as defined in Section 28) if Gavilon has reasonably determined, in its sole discretion, that neither the event succeeding party nor the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior Producer needs to the then-scheduled expiration date of the provide a letter of credit, then Landlord shall have the right to draw . C. After drawing the full amount LOC Amount, Gavilon shall provide written notice to Producer of such letter all amounts due under the terms of credit and to hold such amount this Agreement as part of the Security Deposit pursuant date of Gavilon’s notice to Section 4.3 Lender. Thereafter, Gavilon shall work in good faith to mitigate Producer’s damages under the terms of this Lease. Upon any default Agreement by Tenanttrying to re-lease the Cars to other users, including specifically Tenant’s failure to pay rent or to abide all upon terms deemed reasonable by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure Gavilon (the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease“New Lease(s), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted”). In the event that Tenant has not been Gavilon receives net revenues from the New Lease(s) during the remaining term of this Agreement which results in default total damages owed by Producer to Gavilon to fall below the full LOC Amount drawn by Gavilon, then Gavilon shall reimburse Producer for the difference between the LOC Amount and the actual damages owed by Producer to Gavilon under the Lease terms of this Agreement. Any calculation of “net revenues” received by Gavilon under the New Lease(s) shall exclude (beyond i) any taxes imposed on the expiration of any applicable cure period) at any time during the Term hereofCars due to re-leasing, and provided further that Tenant has not at any time been more than five (5ii) days late more than once during all costs and expenses incurred by Gavilon to (x) obtain possession of the applicable previous twelve Cars, (12)-month period with respect y) re-lease the Cars to any payments of rent due third parties under the LeaseNew Lease(s), then including any reasonable internal personnel costs as determined by Gavilon, and (z) enforce this Agreement and the New Lease(s). D. Producer acknowledges and agrees that Gavilon’s obligation to reimburse Producer for any differences between the LOC Amount and the actual damages incurred by Gavilon (as outlined in Section 18C above) shall not impact, alter or diminish Gavilon’s right to draw upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit ABE LOC in the amount full LOC Amount and/or to enforce any of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon its other remedies as set forth in this Agreement. E. Producer and its affiliates shall have reasonable audit rights over Gavilon’s mitigation efforts and related books and records in Section 18C and 18D above for as long as reasonably necessary even after the expiration termination of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months this Agreement. Gavilon will cooperate with all of the TermProducer’s reasonable audit requests.

Letter of Credit. In addition to At Subtenant’s option, upon execution of this Sublease, it may post the Security Deposit and as security hereunderin the form of an unconditional, Tenant shall deliver to Landlordclean, concurrently with Tenant’s execution of this Leaseirrevocable, an irrevocable stand-by standby letter of credit (the "Letter of Credit”), payable on sight with the bearer’s draft in the initial amount of One Hundred Sixty Six Ninety Five Thousand Two Hundred Twenty-Nine Dollars ($166,229.0095,000,00) (the “Initial Amount”) issued by and drawn on an institution acceptable to Sublandlord (the “Issuing Bank”). Said letter The Letter of credit Credit shall permit partial drawings and shall state that it shall be payable against sight drafts presented by Sublandlord, accompanied by Sublandlord’s sworn statement that a default by Subtenant under this Sublease exists and is continuing beyond the applicable cure period under this Sublease (including, without limitation, the Subtenant becoming insolvent as set forth in Section 16.1(h) of the Master Lease), and that said drawing is in accordance with the terms and conditions of this Sublease. No other document or certification from Sublandlord shall be required to negotiate the Letter of Credit. Sublandlord may designate any bank as Sublandlord’s advising bank for collection purposes and any sight drafts for the collection of the Letter of Credit may be presented by the advising bank on Sublandlord’s behalf. The Letter of Credit shall be for an initial term of at least one (1) year and shall be acceptable to Sublandlord, in its reasonable discretion, in both form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlordsubstance. The letter Letter of credit Credit shall either: be automatically renewed, without amendment (iexcept as hereinafter provided), for continuing consecutive one (1) be issued with a fixed expiration date of December 31year (or longer) periods unless, 2005, or at least thirty (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (2030) days prior to the then-scheduled expiration any such date of expiration, the letter issuer gives written notice to Sublandlord that the Letter of creditCredit will not be renewed, then Landlord in which case Sublandlord shall have the right be entitled to draw the full amount of such letter the Letter of credit and to hold such amount as part Credit. The Letter of Credit shall not expire until at least the Security Deposit pursuant to Section 4.3 date which is thirty (30) days after the scheduled expiration date or earlier termination of this LeaseSublease. Upon any a default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure Subtenant beyond the same within any applicable cure periodperiod under this Sublease, Landlord Sublandlord shall be entitled to draw upon said letter against the Letter of credit by Credit in the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter delinquent Rent or delinquent amount, expense, loss or damage that Sublandlord may suffer because of credit can be drawn by Landlord pending determination of said amountSubtenant’s default. Notwithstanding the foregoing, while the amount of any such draw shall be determined in LandlordUpon Subtenant’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default insolvency (as determined pursuant to defined in Section 16.1(h) of the applicable provisions of Article XIV of this Master Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw Sublandlord shall be without waiver entitled to draw against the entire amount of the Letter of Credit and any excess amounts shall be held by Sublandlord as collateral for Sublease obligations. Sublandlord shall not be required to exhaust its remedies against Subtenant before having recourse to the Letter of Credit or to any rights Landlord may have under this Lease other form of collateral held by Sublandlord or to any other remedy available to Sublandlord at law or in equity equity. The beneficiary designation in the Letter of Credit shall include Sublandlord and Sublandlord’s “successors and/or assigns as a result their interests may appear” and the Letter of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days Credit shall be a default by Tenant under this Lease. Partial drawings upon said letter assignable and shall include the Issuing Bank’s acknowledgment and agreement that the Letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermCredit is assignable.

Letter of Credit. In (a) Subject to the provisions of Section (M) of the Basic Lease Terms, in addition and without limitation to any other security deposit or other security held by Landlord, the event upon the substitution by Tenant of a letter of credit for of the cash portion of the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Four Hundred Sixty Six Thousand Two Hundred Twenty-Nine Fifty and No/100ths Dollars ($166,229.00450,000.00). Said , Tenant shall deposit with Landlord a clean, unconditional and irrevocable letter of credit automatically renewing on an annual basis, in the initial amount of Four Hundred Fifty Thousand and No/100ths Dollars ($450,000.00), which letter of credit shall be substantially in the form annexed hereto as Exhibit G and with incorporated herein by this reference (the substance “Letter of Exhibit F attached heretoCredit”). The Letter of Credit shall be issued by a financial institution pre-approved and reasonably acceptable to Landlord, and issued by Silicon Valley Bank without limitation to the generality of foregoing, the issuer of the Letter of Credit shall at all times maintain a credit rating of at least an A+ S&P rating or a Xx Xxxxx’x rating. In the event that the issuer at any time fall below such credit rating, Landlord may elect to have the Letter of Credit reissued (within thirty (30) days following delivery of a written demand for re-issuance) by another financial institution located in Orange County pre-approved and which is reasonably acceptable to Landlord. All charges under the Letter of Credit, including without limitation, transfer fees, are to be paid by the Tenant. (b) The letter beneficiary shall be an entity named by Landlord. The Letter of credit Credit shall eitherprovide for written notice of non-renewal to be sent directly to the Landlord at least thirty (30) days prior to such renewal date and the expiration date contained in the Letter of Credit shall be a date no earlier than ninety (90) days following the Expiration Date. The amounts secured by the Letter of Credit shall be deemed to be a part of (and in addition to) the Security Deposit under the Lease. The Letter of Credit shall contain a provision whereby the bank agrees to pay the sight draft or give notice of discrepancies on the date of presentation and waives any right to wait five banking days pursuant to Article 16 of the ICC Uniform Customs and Practice for Documentary Credits (2007 Revision). (c) The Letter of Credit shall permit partial draws. Further, the Letter of Credit shall permit the beneficiary to transfer the Letter of Credit to a subsequent owner or beneficiary, and thereupon Landlord shall be discharged from further liability with respect to the Letter of Credit. The following language is required to be included in the Letter of Credit: “A sight draft submitted to the bank by Beneficiary is to be accompanied by a certificate from Beneficiary stating that Beneficiary has the right to draw upon this Letter of Credit based upon the terms of the lease dated Xxxxx 00, 0000”. (x) Tenant hereby acknowledges that the security provided by the Letter of Credit is provided as a continuing material inducement to the Landlord, is provided as current and ongoing value to the Landlord, and constitutes an ongoing contemporaneous exchange for new value given for the Tenant’s tenancy throughout the Term of the Lease, as may be extended as provided in the Lease. (e) At any time that an Event of Default occurs, Landlord (or the beneficiary) shall in its discretion have the right and option to draw down such amounts from the Letter of Credit as are required to cure the Event of Default and apply the proceeds or any part thereof to any applicable amounts owed to Landlord. The proceeds of the Letter of Credit remaining after application of funds, if applicable, shall be held by Landlord as a cash security deposit without interest accruing thereon. Landlord (or the beneficiary) shall also have the right to draw down the entire Letter of Credit in the event Landlord does not receive notice that the date of expiry of the Letter of Credit will be extended by the issuing bank and Tenant fails to obtain and present to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit a substitute Letter of Credit. If Landlord shall have drawn down the Letter of Credit and applied all or a portion, then Tenant shall deposit with Landlord, within three (3) days after notice from Landlord, an amount of cash sufficient to bring the balance of the cash then being held by Landlord under the terms hereof to the amount of the required then face amount of the Letter of Credit. The failure by Tenant to deposit such additional amount within the foregoing time period shall be deemed a default pursuant to the Lease. The Letter of Credit shall not in any way limit any liability of Tenant under the Lease, as hereby amended, nor shall the Letter of Credit be deemed to be “liquidated damages.” If claims of the Landlord exceed the amount of the Letter of Credit, Tenant shall remain liable for the balance of such claims. (f) Notwithstanding anything to the contrary contained in this Lease , until such time as Landlord shall have received the Security Deposit, Tenant hereby acknowledges and agrees that Landlord shall not be required to (i) be issued with a fixed expiration date of December 31, 2005perform any work required by this Lease, or (ii) shall expend any funds required by this Lease (including without limitation the payment of brokerage commissions or the payment of the Allowance (as defined in Exhibit B attached hereto). (g) Notwithstanding anything to the contrary contained herein, if the financial institution issuing the Letter of Credit (1) is on a government “watch list,” (2) is taken over by the FDIC, or (3) becomes, in Landlord’s reasonable opinion, financially insecure (each a “Financial Insecurity Event”). Without limiting Landlord’s other rights hereunder, upon any Financial Insecurity Event, Landlord may, at its discretion and in lieu of drawing on the Letter of Credit, require Tenant to provide for automatic annual renewals through that date which is sixty Landlord with a replacement Letter of Credit in substantially the same form and content as the original Letter of Credit within ten (6010) business days after written notice to Tenant. Failure of Tenant to provide a replacement Letter of Credit within such ten (10) business period shall constitute an Event of Default under the Expiration Date Lease. Time is of the Term essence with respect to Tenant submission of this Lease. In the event the letter any replacement Letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty Credit. (20h) days prior Notwithstanding anything to the then-scheduled expiration date contrary contained herein, beginning on the first day of the letter thirtieth (30th) month following the Commencement Date, provided that (i) no Event of credit, then Landlord shall have the right to draw the full amount of such letter of credit Default has occurred and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretionis continuing, and if such amount cannot be readily determined by Landlord(ii) Tenant has achieved and maintains a positive net annualized cash flow (as defined below), then the full amount of the letter Letter of credit can be drawn by Landlord pending determination of said amount. Credit shall decline pursuant to the following schedule: Month 31 $ 150,000.00 $ 300,000.00 Month 42 $ 150,000.00 $ 150,000.00 Month 53 $ 150,000.00 $ 0.00 Notwithstanding the foregoing, while the face amount of the Letter of Credit shall cease to decline for the balance of the Term upon occurrence and continuation of any such draw Event of Default , notice of which may be delivered to the issuing bank by Landlord. Further, any applicable Reduction Effective Date shall be determined in Landlord’s sole and absolute discretion delayed until such time as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been late in default under the Lease (beyond the expiration payment of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been Rent on more than five one (51) days late more than once during occasion in the applicable previous twelve (12)-month 12) month period with respect to any payments of rent due under and Tenant has demonstrated positive net annualized cash flow for the Leaseprior year. As used herein, then upon the written request of Tenant, Landlord “cash flow” shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termbe calculated as EBITDA less capital expenditures.

Letter of Credit. In addition (a) With respect to all Facilities to be constructed in accordance with the Security Deposit Master Funding and Development Agreement, until completion of all such Facilities, the letter of credit requirements relating thereto shall be addressed in the applicable Project Development Agreements. (b) With respect to each Existing ACH Facility, until the Final Completion Date and as security hereunderfor the obligations of the applicable Facility Lessee under this Lease and all Other Agreements to which such Facility Lessee is or becomes a party, Tenant Guarantor or, at Guarantor's option, Lessee shall obtain and deliver to Landlord, concurrently with Tenant’s execution of this Lease, Lessor an irrevocable stand-by letter of credit conforming to the requirements in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars subsection ($166,229.00). Said c) below, except that such letter of credit shall be in form an amount of Fifty Percent (50%) of one (1) year's Base Rent relating to such Existing ACH Facility. In the event there shall be more than one Existing ACH Facility under this Lease prior to the Final Completion Date, Guarantor may, at its option, satisfy the letter of credit requirements under this Section 38.14(b) by providing one (1) letter of credit satisfying the letter of credit requirements of this Section 38.14(b). (c) Upon the Final Completion Date and with as security for the substance Letter of Exhibit F attached heretoCredit Obligations, Guarantor or, at Guarantor's option, Lessee shall obtain and issued by Silicon Valley Bank or by another deliver to Lessor an irrevocable letter of credit at a financial institution located in Orange County and which is reasonably acceptable to LandlordLessor naming Lessor as beneficiary thereunder (the "Letter of Credit"), which Letter of Credit shall be upon such other terms, conditions and provisions acceptable to Lessor (including, without limitation, an "evergreen" provision requiring no less than sixty (60) days' prior written notice to Lessor of any failure or refusal to renew such Letter of Credit). Subject to the proviso below, the Letter of Credit shall be in the amount of Fifty Percent (50%) of one (1) year's Base Rent relating to all Facilities. The Letter of Credit or any replacement letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord Lessor shall be entitled to draw upon said letter such Letter of credit by Credit upon the issuance occurrence of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount Event of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permittedDefault. In the event that Tenant has not been in default under the Lease (beyond the expiration Lessor receives a notice of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount termination or nonrenewal of the Letter of Credit or any replacement letter of credit, Guarantor or, at Guarantor's option, Lessee shall provide a replacement letter of credit in no later than thirty (30) days prior to the amount expiration or termination of Thirty Three Thousand Two Hundred Forty-Six Dollars such Letter of Credit or replacement letter of credit, which replacement letter of credit ($33,246.00i) each shall confirm that it shall take effect immediately upon the expiration of the twelfth expiring Letter of Credit (12th), twenty-fourth (24th), thirty-sixth (36thor such other than current replacement letter of credit), and forty-eighth (48thii) months shall be in form and substance satisfactory to Lessor in its reasonable discretion. Lessee shall maintain throughout the Term a letter of credit conforming to the Termrequirements of this Section 38.14.

Letter of Credit. In addition to Upon the Security Deposit execution and as security hereunderdelivery of this Lease, Tenant shall deliver to LandlordLandlord as security for the performance of the obligations of Tenant hereunder, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by either a cash deposit or a letter of credit in the Security Deposit amount specified in Exhibit A in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00Credit”). Said letter If Tenant elects to deliver a Letter of credit Credit, such Letter of Credit shall be in such form as Landlord may reasonably approve. If there is more than one Letter of Credit so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to as the “Letter of Credit”. The Letter of Credit (i) shall be irrevocable and with the substance of Exhibit F attached hereto, and shall be issued by a commercial bank reasonably acceptable to Landlord (Landlord acknowledging that Silicon Valley Bank or by another financial institution located in Orange County and which is an acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31bank), 2005, or (ii) shall provide for automatic annual renewals through require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating either (a) that date which is sixty (60) days a default has occurred under this Lease after the Expiration Date expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the 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 Term existing Letter of this Credit in accordance with the requirements of the Lease. In , (iii) shall be payable to Landlord and its successors in interest as the event 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 letter Lease, (iv) shall be for an initial term of credit is issued with an annual renewal obligation not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the letter of credit is not renewed by the issuing financial institution on or before twenty issuer shall, at least thirty (2030) days prior to the then-scheduled expiration date date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be substantially in the form of the letter of creditcredit attached hereto as Exhibit J. Notwithstanding the foregoing, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part term of the Security Deposit pursuant to Section 4.3 Letter of this Credit for the final period of the Term shall be for a term ending not earlier then the date forty-five (45) days after the last day of the Term. If Tenant shall be in default under the Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure after the same within expiration of any applicable notice or cure periodperiod (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall be entitled to draw upon said letter the Letter of credit by the issuance of Landlord’s sole written demand Credit to the issuing financial institution. Such draw shall be in an amount extent reasonably necessary to cure such default. If, not less than thirty (30) days before the default scheduled expiration of the Letter of Credit, 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 question and accordance with this Section, Landlord shall also have the right to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then draw upon the full amount of the letter Letter of credit can 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 pending determination on the Letter of said amount. Notwithstanding the foregoing, while the amount of any such draw Credit and not applied against amounts due hereunder shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred held by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease)a cash security deposit, then provided that Landlord shall promptly refund 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 such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result application of the default, as a setoff for full or partial compensation for the default. If any portion Letter of the letter of credit is drawn after a default Credit by TenantLandlord 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. Within forty-five (545) days after written demand the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord restore Landlord, to the letter of credit. Failure to so restore said letter of credit within said five (5) days extent not applied, shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions returned to the principal amount Tenant provided that no Event of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermDefault is then continuing.

Letter of Credit. In addition to the Security Deposit and as security hereunderConcurrently with Tenant's execution of this ---------------- Amendment, Tenant shall deliver to LandlordLandlord an unconditional, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by and renewable letter of credit ("Letter of Credit") in the amount favor of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be Landlord in form and with the substance of Exhibit F attached heretoa form, and issued by Silicon Valley Bank or by another financial institution a federally insured bank, reasonably satisfactory to Landlord with a branch located in Orange County San Francisco, in the principal amount ("Stated Amount") specified below, as security for the faithful performance and which is acceptable to Landlordobservance by Tenant of the terms, provisions and conditions of the Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. Within thirty (30) days after receipt of the Letter of Credit, Landlord will return any unused portion of the Security Deposit posted by Tenant in connection with the initial Lease. The letter Stated Amount shall initially be Two Million Dollars ($2,000,000.00); provided, however, that upon the dates specified below ("Adjustment Dates"), the Stated Amount may be reduced to the following amounts: Month Stated Amount ----- ------------- August 1, 2002 80% of credit shall either: the initial Stated Amount August 1, 2003 60% of the initial Stated Amount August 1, 2004 40% of the initial Stated Amount August 1, 2005 20% of the initial Stated Amount However, if (i) be issued with a fixed expiration date default by Tenant occurs under the Lease and Tenant has failed to cure such default within the time period permitted by Section 17.1 of December 31, 2005the Lease or such lesser time as may remain before the relevant Adjustment Date as provided above, or (ii) a circumstance exists as of the relevant Adjustment Date that would, with notice or lapse of time or both, constitute a default by Tenant, then the Stated Amount shall provide not be reduced unless and until such default shall have been fully cured pursuant to the terms of the Lease or such circumstance ceases to exist, as applicable, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for automatic annual renewals through the Stated Amount of the Letter of Credit, or any portion thereof, and that date which 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 sixty 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 (60Tenant shall pay to Landlord, within thirty (30) days after following written request therefor, any transfer fee payable in connection with such transfer). The Letter of Credit will expire on November 30, 2006. If the Expiration Date term of the Term Letter of this Lease. In the event the letter of credit is issued with an annual renewal obligation Credit will expire prior to November 30, 2006, and the letter of credit it is not renewed by the issuing financial institution on extended, or before twenty a new Letter of Credit for an extended period of time is not substituted, within thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Paragraph 7. 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 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 said letter all or any portion of credit the Stated Amount of the Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by the issuance reason of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the Tenant's default in question and or to compensate Landlord for all damages incurred thereby, as determined any loss or damage which Landlord may suffer by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result reason of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the 's default. If any portion of the letter Letter of credit Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the Stated Amount required in this Paragraph 7 above. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises 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 said proceeds. Any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Extended Term, after any deductions described in this Paragraph 7 above, shall be returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within thirty (30) days following the expiration of the Extended Term. Notwithstanding anything to the contrary set forth above, in the event Tenant provides Landlord with reasonably satisfactory proof that the following conditions have been satisfied, Tenant shall have the right to decrease the Letter of Credit to an amount equal to $178,156.00 (or, at Tenant's option, to substitute the equivalent amount of cash in lieu of the Letter of Credit) effective as of the date the following conditions are satisfied: (i) Tenant provides such reasonably satisfactory proof to Landlord that Tenant's shares are traded on a public stock exchange of the United States; (ii) Tenant provides Landlord with quarterly financial statements for the most recent three (3) consecutive quarters prepared in accordance with generally accepted accounting principles, each showing that Tenant has sustained a positive net profit over such period; (iii) Tenant provides such reasonably satisfactory proof to Landlord that Tenant's net worth, calculated in accordance with generally accepted accounting principles, is drawn after in excess of Fifty Million Dollars ($50,000,000.00); and (iv) no default by Tenant under the Lease exists and no circumstance exists that would, with notice or lapse of time, or both, constitute a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition to Upon the Security Deposit and as security hereunderfull execution of this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable letter of credit initially in the amount of $124,607.03 in a form reasonably acceptable to Landlord, concurrently with capable of being drawn upon at any of such issuer’s offices in the Houston, Texas area (the “Letter of Credit”); provided, however, notwithstanding anything to the contrary contained in this Lease, until Landlord receives the Letter of Credit from Tenant, Landlord shall not be required to pay or commit to pay any portion of the Allowance or a commission to Tenant’s execution Broker. Said Letter of Credit shall be automatically renewed on an annual basis (the Letter of Credit shall be “evergreen”) and shall name Landlord, and any successor-in-interest of Landlord, as beneficiary thereunder. So long as Tenant is not then in default of this Lease, an irrevocable stand-the Letter of Credit may, at Tenant’s option, be reduced by letter $31,151.76 upon each anniversary of credit the Commencement Date. Landlord must be given at least thirty (30) days prior written notice from the issuing bank if such issuing bank does not intend to renew the Letter of Credit and in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit such event, Landlord shall be in form and with permitted to draw on the substance Letter of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to LandlordCredit. The letter Letter of credit shall either: Credit will permit Landlord to draw on it if a (i) be issued with Vice President of Landlord or its successor company, provides a fixed expiration date letter to the issuing bank which states that Tenant is in default under the terms of December 31, 2005the Lease and has failed to cure such default within the period of time permitted to cure such default under the Lease, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date Tenant files a petition under any Chapter of the Term Bankruptcy Code, or any amendment, replacement or substitution therefor. If Landlord draws on the Letter of this Lease. In Credit, the event proceeds will be held by Landlord as security for the letter payment and performance by Tenant of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition Simultaneously with the execution and delivery of this Sublease by Subtenant to the Security Deposit and as security hereunderSublandlord, Tenant Subtenant shall deliver to LandlordSublandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Million Two Hundred Twenty-Nine Fifty Thousand and 00/100 Dollars ($166,229.00). Said letter 1,250,000.00) (the “Letter of credit Credit Amount”) as security for the full and faithful performance by Subtenant of Subtenant’s obligations hereunder and which shall comply with, and may be drawn by Sublandlord in form and with accordance with, the substance provisions of Exhibit F E attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: hereto (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the such letter of credit, then Landlord shall have together with any renewal or replacement thereof in accordance herewith, being referred to herein as the right “Letter of Credit.” (a) Subject to draw the full amount subpart (b) and provided there is no Event of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit Default by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) Subtenant at any time during the Term hereof, and provided further that Tenant has not at any time been more than five Term: (5i) days late more than once during the applicable previous twelve period of time from April 1, 2020 through March 31, 2021 (12)-month both dates inclusive), the Letter of Credit Amount will be reduced to One Million and 00/100 Dollars ($1,000,000.00); and (ii) during the period with respect of time from April 1, 2021 through the Sublease Expiration Date (both dates inclusive), the Letter of Credit Amount will be further reduced to any payments Eight Hundred Fifty Thousand and 00/100 Dollars ($850,000.00). (b) To effect a reduction of rent due under the LeaseLetter of Credit Amount as set forth above in subpart (a), then upon the written request of Tenant, Landlord Subtenant shall authorize in writing consecutive reductions either (x) deliver to Sublandlord a proposed consent to amendment to the principal Letter of Credit, which amendment shall be reasonably acceptable to the Sublandlord in all respects, reducing the amount of the letter Letter of credit Credit to the then-applicable Letter of Credit Amount, or (y) deliver to Landlord a replacement Letter of Credit in the amount of Thirty Three Thousand Two Hundred Fortythe then-Six Dollars ($33,246.00) each upon the expiration applicable Letter of Credit Amount, which replacement Letter of Credit shall in all respects comply with all of the twelfth requirements of this Section 5. Within twenty (12th)20) business days after delivery of either the proposed consent to an amendment to the Letter of Credit or proposed replacement Letter of Credit, twenty-fourth Sublandlord will either (24th)A) execute such consent in accordance with the terms thereof, thirty-sixth or provide its reasonable objections to such proposed consent or amendment, or (36th), and forty-eighth (48thB) months consent to the cancellation of the Termexisting Letter of Credit and to the exchange of the replacement Letter of Credit for such existing Letter of Credit.

Letter of Credit. In addition to the Security Deposit and as security hereunderdescribed above, Tenant shall deliver to Landlord, concurrently with Tenant’s Tenants execution of this Lease, an irrevocable stand-by a letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Fifty Thousand Dollars ($166,229.00250,000.000). Said , which letter of credit shall be in form and with the substance of Exhibit F G attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued by a financial institution reasonably acceptable to Landlord with a fixed expiration date branch in the Sunnyvale area, California, at which draws on the letter of December 31, 2005, or (ii) credit will be accepted. The letter of credit shall provide for automatic annual yearly renewals through throughout the Term of this Lease and shall have an outside expiration date (if any) that date which is sixty not earlier than thirty (6030) days after the Expiration Date expiration of the Term of this LeaseLease Term. In the event the letter of credit is issued with not continuously renewed through the period set forth above, or upon an annual renewal obligation and the letter Event of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by TenantDefault, including specifically Tenant’s 's failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodbelow, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s 's sole written demand to the issuing financial institution. Such , which demand shall include a signed certification by an officer of Landlord that Landlord is entitled to draw shall be in an amount necessary to cure on the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then Letter of Credit under the full amount terms of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or of any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the defaultany default hereunder by Tenant. If any portion Provided there has not been an Event of the letter of credit is drawn after a default Default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings shall, upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of by Tenant, Landlord shall authorize in writing consecutive annual reductions to the principal amount Letter of the letter of credit Credit in the amount of Thirty Three Sixty-Two Thousand Two Five Hundred Forty-Six Dollars ($33,246.0062,500.00) each upon the expiration as of the twelfth (12th)January 1 of each year commencing January 1, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term2004.

Letter of Credit. In addition (a) The Company shall arrange for a Letter of Credit and may, at its option, arrange for a Substitute Letter of Credit to be in effect with such terms and conditions as required under Section 5.6(b) of the Indenture. Any Substitute Letter of Credit to be effective upon the termination of the Letter of Credit or any extension of the Letter of Credit shall be delivered to the Security Deposit Trustee at least 60 days prior to the date upon which the Letter of Credit terminates according to its terms, and as security hereunderthe terms of the Indenture. (b) On any Interest Payment Date, Tenant the Company may, at its option, provide for the delivery to the Trustee of a Substitute Letter of Credit relating to the Series 1990A Bonds. Such Substitute Letter of Credit shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, be an irrevocable stand-by letter of credit with a term of at least one year, issued by a commercial bank, the terms of which shall in all material respects be the same as the Letter of Credit except that the termination date of such Substitute Letter of Credit may be later than August 8, 1995. On or prior to the date of delivery of a Substitute Letter of Credit to the Trustee, the Company shall furnish to the Trustee (i) an opinion of Bond Counsel stating that the delivery of such Substitute Letter of Credit to the Trustee is lawful under applicable law and permitted under this Agreement and complies with the terms hereof and that the delivery of such Substitute Letter of Credit does not adversely affect the exemption from federal income taxation of interest on any of the series 1990A Bonds and (ii) written evidence from Moody's, if the Series 1990A Bonds are rated by Moody's, and S&P, if the Series 1990A Bonds are rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Substitute Letter of Credit and that the substitution of the proposed Substitute Letter of Credit for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its ratings of the Series 1990A Bonds from those which then prevail. (c) The Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit Facility as described in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars next succeeding sentence. "Alternate Credit Facility" means ($166,229.00). Said i) a letter of credit shall be which does not conform to the requirements for a Substitute Letter of Credit, but which is sufficient in form and with the substance of Exhibit F attached heretoamount to pay, and issued by Silicon Valley Bank or by another financial institution located in Orange County bearing terms sufficient to provide for the payment of, the principal of, and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration premium, if any, and interest on all Series 1990A Bonds remaining Outstanding upon the effective date of December 31, 2005, thereof or (ii) such other credit facility as the Company shall provide for automatic annual renewals through select to evidence or secure the Company's obligation under the Agreement; provided that date which is sixty (60) days after in any such case the Expiration Date administrative provisions of such Alternate Credit Facility are reasonably satisfactory to the Term of this LeaseTrustee. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on On or before twenty (20) days prior to the then-scheduled expiration date of delivery of any Alternate Credit Facility to the letter Trustee, the Company shall furnish to the Trustee and the Issuer an opinion of credit, then Landlord shall have Bond Counsel stating that the right to draw the full amount delivery of such letter Alternate Credit Facility to the Trustee is lawful under applicable law and permitted under this Agreement and complies with the terms hereof and that the delivery of credit and to hold such amount as part Alternate Credit Facility will not adversely affect the exemption from federal income taxation of the Security Deposit pursuant to interest on the Series 1990A and, at the Company's option, written evidence from one or more rating agencies as described in Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount 5.7 of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermIndenture.

Letter of Credit. In addition (a) Provided Tenant is not in default beyond applicable grace and notice periods, Tenant shall have the right to substitute the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by "evergreen" letter of credit (the "Letter of Credit") or deposit the Letter of Credit in the amount of One $120,561.00 as Security Deposit as security for the full and faithful performance and observance by Tenant of Tenant's covenants and obligations under this Lease. (b) The Letter of Credit shall be clean, unconditional and irrevocable, issued by a commercial bank which is a member of the New York Clearing House Association and having assets of not less than Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Million ($166,229.00500,000,000) Dollars and shall be payable to Landlord upon presentation solely of a sight draft and written certification by an officer or agent of Landlord to the issuer of the Letter of Credit stating that (a) Tenant has defaulted in performance of its obligations under the Lease beyond applicable notice and grace periods, and (b) Landlord is entitled, pursuant to this Lease to draw the amount set forth in such draft. The Letter of Credit shall be payable in multiple drafts, shall be for a period expiring no earlier than one (1) year after its issuance date, shall provide that the term thereof shall automatically renew from time to time for (1 ) year periods, until the day that is the Lease Expiration Date (unless the issuing bank shall give written notice of such non-renewal to Landlord not later than thirty (30) days preceding the expiration date of such Letter of Credit), and shall be transferable by the beneficiary without additional charge assessed to Landlord or such assignee. Said The form and content of the Letter of Credit shall be subject to Landlord's approval. If Landlord receives notice that the Letter of Credit will not be renewed, Landlord may draw upon the full amount of the Letter of Credit and hold as cash hereunder. (c) In the event of any default by Tenant beyond any notice and applicable grace period, Landlord may draw upon the Letter of Credit, in whole or in part, to cure the default or to reimburse Landlord for any sum which Landlord may spend by reason of the default. In the case of any such drawing upon the Letter of Credit, Tenant shall deposit with Landlord a supplemental or new letter of credit meeting the same requirements set forth in Section (B) hereof, such that the total of all letters of credit issued on behalf of Tenant and then held by Landlord pursuant to this Article shall not be in less than an amount equal to the then Security Deposit. (d) The Letter of Credit must be an "evergreen" form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: which by its terms must provide, in part, that it be able to be automatically extended for an additional period of one year from the present or any future expiration date. (ie) be issued with a fixed expiration date If Landlord has not drawn upon the Letter of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after Credit at the Expiration Date bate of the Term Lease, the Letter of this Lease. In the event the letter Credit and/or any supplemental Letters of credit is issued with an annual renewal obligation and the letter of credit is not renewed Credit then held by the issuing financial institution on or before Landlord shall be returned to Tenant within twenty (20) days prior to the then-scheduled expiration date thereafter. (f) Upon acceptance and approval of the letter Letter of creditCredit, then Landlord shall promptly return the Tenant's Security Deposit. (g) In the event of a sale or lease of the Building, Landlord shall have the right to draw transfer the full amount Letter of Credit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such letter security except for Landlord's wilful misconduct or gross negligence Tenant agrees to look solely to the new Landlord for the return of credit said security and it is agreed that the provisions hereof shall apply to hold such amount as part every transfer or assignment made of the Security Deposit pursuant Letter of Credit or security to Section 4.3 a new landlord. If thirty (30) days prior to the date of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodsuch sale, Landlord shall be entitled to draw upon said letter holding a Letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, Credit as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant's security, Tenant shall within will upon five (5) days after prior written demand by notice, deliver a substitute Letter of Credit naming the new landlord as the new beneficiary thereof and Landlord restore shall return to Tenant the letter existing Letter of credit. Failure Credit. (h) Tenant shall not assign or encumber or attempt to so restore said letter of credit within said five (5) days assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be a default bound by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofsuch assignment, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Leaseencumbrance, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termor attempted assignment or encumbrance.

Letter of Credit. In addition to the Security Deposit and as above cash security hereunderdeposit, Tenant shall deliver to Landlord, concurrently Landlord concurrent with Tenant’s 's execution of this Lease, lease an unconditional irrevocable stand-by letter of credit in the amount of One Eight Hundred Sixty Six Thousand Two Hundred Twenty-Nine and 00/100 Dollars ($166,229.00)800,000.00) in favor of Landlord to secure the faithful performance by Tenant of all of the terms, covenants and conditions of this lease to be kept and performed by Tenant. Said letter of credit shall be in form available by draft at sight, subject only to a receipt by the bank of a notarized statement from Jean X. XxXxxxxxxx, Xxtt X. MxXxxxxxxx xx Sandxx X. Xxxxxx (xx if all three are deceased or incompetent then from any of the trustees of their respective estate planning trusts) stating the amount demanded as due and with the substance of Exhibit F attached heretoowing to Landlord, and issued by Silicon Valley Bank or by another financial institution located shall otherwise be in Orange County and which is acceptable a form reasonably satisfactory to Landlord's attorney and drawn upon such U.S. bank licensed to do business in the state of California as Landlord may reasonably approve in its sole discretion. The Said letter of credit shall either: by its terms expire not less than one (i1) year from the date issued, provided that unless Tenant deposits with Landlord a cash security deposit of like amount, the letter of credit shall be issued with a fixed expiration date renewed for successive periods of December 31, 2005, or not less than one (ii1) shall provide for automatic annual renewals through that year each to and including the date which is ten (10) days after the expiration of the term of this lease. The bank's written renewal of the letter of credit shall be delivered to Landlord not less than sixty (60) days after prior to the Expiration Date expiration of the Term of this Lease. In the event the such letter of credit is issued with an annual credit. If Landlord does not receive such written renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty at least sixty (2060) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have be entitled to make demand for the right principal amount of said letter of credit and, thereafter, hold such funds in accordance with paragraph 4(d) above. Tenant's failure to draw so deliver, renew (including specifically but not limited to the full delivery to Landlord of such renewal not less than sixty (60) days prior to the expiration of the letter of credit) and maintain such letter of credit shall be a material breach of this lease. If Tenant defaults in the performance of any provision of this lease to be performed by Tenant, including without limitation the timely payment of basic rent and common area charges and other amounts due Landlord, Landlord may immediately and without further notice resort to said letter of credit (or the funds received therefrom) and use or apply all or any part of same to compensate Landlord for any loss or expense occasioned thereby and for the payment of any amount due Landlord under the terms of this lease. If any portion of said letter of credit (or the funds received therefrom) is so used as specified above, Tenant shall, within ten (10) days after written demand therefor, restore the letter of credit (or the funds received therefrom) to its original amount, and Tenant's failure to do so shall be a material breach of this lease. Landlord's resort to said letter of credit (or use of the funds received therefrom) shall in no way or manner constitute an acceptance or waiver of such default by Tenant; nor shall such resort or use terminate, or permit Tenant to terminate, or constitute a forfeiture of, or be construed as an election by Landlord to terminate, this lease; nor shall such resort or use affect Landlord's remedies otherwise available under this lease or at law. Notwithstanding the foregoing, the amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled reduced to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question Four Hundred Thousand and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six 00/100 Dollars ($33,246.00400,000) each upon at the expiration beginning of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth third (48th43rd) months lease month of the Termterm.

Letter of Credit. (a) Upon the execution and delivery of this Lease, Tenant will obtain and deliver to Landlord an irrevocable, unconditional standby letter of credit in accordance with the terms and conditions of this Section (the "Letter of Credit"). The Letter of Credit will be in the amount of $12.5 Million, will be issued initially by Bank of Boston (or its successor) or Chemical Bank and subsequently by any issuer that meets the criteria in Section 24.17(e), will name Landlord (or, at Landlord's request from time to time, a current lender to Landlord) as the beneficiary thereof and will (b) Each loan obtained from time to time by Landlord in compliance with this Lease which is secured by the Letter of Credit (other than the initial mortgage construction loan) sometimes is referred to as the "Letter of Credit Loan." Until and unless the Letter of Credit is drawn upon, starting as of one (1) year after the Commencement Date, and on each annual anniversary thereafter (or, if the Letter of Credit Loan has not funded within one (1) year after the Commencement Date, then starting as of fifteen (15) months and fifteen (15) days after the Commencement Date, and on each annual anniversary thereafter), the face amount of the Letter of Credit shall be reduced in an amount equal to the annual principal reduction that would result from a direct reduction loan amortization schedule, assuming an interest rate equal to the interest rate used to calculate principal amortization under the Letter of Credit Loan (such schedule to be provided or approved by the lender of the Letter of Credit Loan), which will have the effect of reducing the Letter of Credit to zero over the initial term of the Lease (as it may be extended pursuant to Section 4(b)) . However, subject to the foregoing but notwithstanding anything else to the contrary, even if the Letter of Credit has been drawn upon, if and to the extent that those amounts are repaid to Tenant, Tenant shall thereupon cause the face amount, and the amount that may again be drawn, under the Letter of Credit to be increased by an amount equal to the amount so repaid. (For example, if $2 Million were to be drawn under the Letter of Credit pursuant to Section 24.17(f), and if that $2 Million were then repaid, the face amount and the amount that could be drawn under the Letter of Credit again would be $12.5 Million.) Tenant shall cause the Letter of Credit to be renewed continuously on the same terms as described above for successive one (1)-year terms (or longer terms) so that the Letter of Credit is continuously maintained for a term expiring at the end of the initial term of the Lease (as it may be extended pursuant to Section 4(b)). Each succeeding Letter of Credit shall be effective on or before the date that the then-existing Letter of Credit expires. Tenant's failure to deliver these renewals of the Letter of Credit to the beneficiary at least thirty (30) days prior to each expiration date shall be a default under this Lease, and at the beneficiary's option, and notwithstanding anything to the contrary, the beneficiary shall have the immediate right thereon and thereafter to draw under the Letter of Credit for all or any portion thereof; provided, however, that if Tenant delivers the required renewal of the Letter of Credit to the beneficiary before the expiration of the existing Letter of Credit and before the beneficiary has drawn under the existing Letter of Credit, then Tenant shall be deemed to have cured such default. (c) The Letter of Credit is security for the timely payment and performance of all of Tenant's Liabilities in connection with this Lease, including, without limitation, Tenant's obligation to pay base rent, additional rent and any amounts due under any Addendum hereto, and the Unamortized Costs if Tenant defaults, and the obligations under Landlord's loan(s) from its lender(s). If Tenant defaults under this Lease or there is a default under such loan(s) or if otherwise permitted under the loan documents, the beneficiary may, but shall not be obligated to, draw under the Letter of Credit on one or more occasions, and the beneficiary's draw(s) under or failure to draw down all or any portion of the Letter of Credit in any particular instance will not be deemed to be a waiver or election of any rights and remedies of any type, a limitation on Landlord's or the beneficiary's right to damages, a payment of liquidated damages or an accord or satisfaction. (d) [INTENTIONALLY OMITTED] (e) Tenant shall cause the Letter of Credit to be replaced by a Letter of Credit issued by another recognized bank located and in good standing in the United States that meets the financial criterion described below and is otherwise reasonably acceptable to the beneficiary: (i) on demand by the beneficiary if the issuer ever fails to meet the financial criterion described below; or (ii) if Tenant wishes to replace the Letter of Credit with a Letter of Credit issued by another bank. The financial criterion referred to above is the requirement that the issuer will maintain ratings from Moodx'x xxx Standard & Poor's at least equal to those enjoyed by the initial issuer of the Letter of Credit on the date that the Letter of Credit is issued. The beneficiary shall have the immediate right thereon and thereafter to draw under the Letter of Credit for all or any portion thereof if the Letter of Credit is not replaced as and when required by an issuer meeting the financial criterion referred to above, and the cash proceeds thereof shall be held and, if necessary, applied, by the beneficiary in the same manner as set forth in Subsection (d) above. (f) In addition to the Security Deposit and as security hereunderother circumstances set forth in this Lease pursuant to which the beneficiary of the Letter of Credit may draw thereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution the beneficiary may draw under the Letter of this Lease, an irrevocable stand-by letter of credit Credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and accordance with the substance terms of Exhibit F attached hereto, "M" or terms substantially similar thereto. Any amounts drawn by the beneficiary under the Letter of Credit (not including draws of the type described in Sections 24.17(b) and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005e), or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any draws resulting from Tenant's default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law any other agreements between Tenant and the beneficiary or in equity Landlord's default under a loan arising as a result of the default, as a setoff for full or partial compensation for the default. If any portion Tenant's breach of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant its obligations under this Lease. Partial drawings upon said letter of credit ) shall be permitted. In referred to as the event that "LC Advances," and shall be treated as a loan made by Tenant has not been to Landlord, which shall be repayable on the terms set forth in default under the Lease (beyond the expiration a promissory note executed by Landlord in favor of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars form attached as Exhibit "L" hereto ($33,246.00) each upon the expiration of the twelfth (12th"LC Note"), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition to lieu of a cash Security Deposit, the Security Deposit may be delivered by Tenant to Landlord in the form of an irrevocable and unconditional letter of credit (the “Letter of Credit”) governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as security hereunder, Tenant shall deliver revised from time to time in form and substance reasonably satisfactory to Landlord, concurrently with Tenant. The Letter of Credit shall be held and applied by Landlord in the same manner as a cash Security Deposit as provided above in Section 4.7(a) above and on the terms and conditions of this Section 4.7(d). The Letter of Credit may be drawn upon by Landlord upon presentation of Landlord’s execution sight draft accompanied by the Letter of Credit and Landlord’s signed statement that Tenant is in default under the Lease and Landlord is entitled to draw on the Letter of Credit pursuant to this Lease, an irrevocable stand-by letter and with no other conditions. Tenant shall maintain the Letter of credit in Credit through the amount date which is thirty (30) days following the expiration of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars the Term ($166,229.00including any extension thereof). Said letter The Letter of credit Credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is a major commercial bank reasonably acceptable to Landlord. The letter Letter of credit Credit shall either: 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 the Lease without recourse, and in no event shall Landlord be required to pay any fees or charges in connection with any such transfer. The Letter of Credit shall permit partial and multiple draws. The Letter of Credit shall have a term of not less than one (i1) year and provide that it will be issued automatically renewed unless the issuer provides Landlord with a fixed expiration date written notice of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is non-renewal at the notice address herein at least sixty (60) days after prior to the Expiration Date expiration thereof. If Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the Term terms and conditions of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed section by the issuing financial institution on or before twenty date which is than thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit, then Landlord shall have the right to draw the full amount of such letter the Letter of credit Credit, by sight draft, and to shall hold such amount as part the proceeds of the Letter of Credit as a cash Security Deposit pursuant to the terms and conditions of this Section 4.3 4.7. Any draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to perform. At the expiration or termination of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure after Tenant has vacated the same within any applicable cure periodPremises, Landlord shall be entitled return to draw upon said letter Tenant the Letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined Credit then held by Landlord, if applicable; provided that if Tenant is then the full in default Landlord may first draw on such Letter of Credit an amount equal to one hundred and fifty percent (150%) of the letter amount sufficient to cure such default, as reasonably estimated by Landlord and upon cure of credit can be such default Landlord shall return the unused balance of the amount so drawn to Tenant; provided, however, that in no event shall any such return of the Letter of Credit or the balance of the amount drawn by Landlord pending determination be construed as an admission by Landlord that Tenant has performed all of said amount. Notwithstanding the foregoing, while its covenants and obligations hereunder and in no event shall Landlord’s estimate of the amount of any required to cure such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of default limit Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant obligations under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. (a) In addition order to further secure the payment of principal of and interest on, and Purchase Price of, the Bonds, when due, prior to the Security Deposit initial delivery of the Bonds the Company shall secure and as security hereunder, Tenant shall deliver to Landlordthe Trustee, concurrently with Tenant’s execution for the benefit of this Leasethe owners of the Bonds, an irrevocable stand-by letter the Letter of credit in the amount Credit. The Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit Credit shall be in form an original aggregate amount specified in the Indenture, and the Letter of Credit and any Alternate Letter of Credit shall conform to the requirements set forth in the Indenture. After the initial delivery of the Letter of Credit, and at all times thereafter while any of the Bonds are Outstanding, except during any Multiannual or Fixed Rate Period, the Company shall continuously secure the Bonds by either extensions of the Letter of Credit or by the securing and delivery of an Alternate Letter of Credit unless the Company has determined, pursuant to Section 10.05 of the Indenture, not to secure payment of principal of and interest on, and Purchase Price of, the Bonds with the substance Letter of Exhibit F attached hereto, and issued by Silicon Valley Bank Credit or by another financial institution located in Orange County and which is acceptable to Landlordan Alternate Credit Facility. The letter Company hereby authorizes the Trustee to seek payment under any Letter of credit shall either: (i) be issued Credit in accordance with a fixed expiration date its terms and the terms of December 31the Indenture. As long as the Letter of Credit is in effect and the Bank is not in default thereunder, 2005the Company's obligation to make Installment Payments sufficient hereunder to pay principal of, premium, if any, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after interest on the Expiration Date Bonds or to pay Purchase Price of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed Bonds shall be satisfied solely from payments made by the issuing financial institution on or before twenty Bank pursuant to the Letter of Credit. Amounts drawn by the Trustee under any Letter of Credit shall be credited against the obligation of the Company to make Installment Payments hereunder. (20b) The Company shall notify the Trustee in writing at least forty- five days prior to the then-scheduled expiration date of an existing Letter of Credit whether or not the Bank intends to extend such Letter of Credit or whether a binding obligation to secure an Alternate Letter of Credit has been entered into. (c) The Company, the Trustee, and the Bank, with the written consent of the letter of creditIssuer, then Landlord shall have may, without the right to draw the full amount of such letter of credit and to hold such amount as part consent of the Security Deposit pursuant to Section 4.3 Bondholders, amend, change, or modify any Letter of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure Credit (i) to cure any ambiguity, formal defect, inconsistency, or minor omission, (ii) to conform to the same within requirements of the Indenture or the Rating Agencies, or (iii) if such amendment, change or modification is not prejudicial to the Bondholders in any applicable cure period, Landlord material respect and the Trustee receives a Favorable Opinion to such effect.. (d) The Company shall be entitled to draw upon said letter of credit pay all costs incurred by the issuance of Landlord’s sole written demand to Trustee and the issuing financial institution. Such draw shall be Issuer in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred therebyconnection with any reissuance, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount extension or substitution of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount Alternate Letter of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermCredit.

Letter of Credit. In addition (a) Tenant within five (5) business days after the date on which Landlord executes this Lease, shall provide to Landlord an unconditional, clean, irrevocable letter of credit (the Security Deposit “Letter of Credit”) in the amount of Three Hundred Thirty Thousand Dollars ($330,000), and otherwise in a form as shall he approved by Landlord in its reasonable discretion, as security hereunderfor Tenant’s faithful performance of Tenant’s obligations under this Lease. (b) The Letter of Credit shall be issued by a money center bank (a bank which accepts deposits, maintains accounts, has a local Los Angeles office which will negotiate a letter of credit and whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and shall be for a period commencing on the date of issuance of the Letter of Credit and expiring at the end of the First “Lease Year” (as defined in Section 4.2(iii) hereof). Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining, modifying, renewing or reissuing the Letter of Credit. The Letter of Credit shall be held by Landlord as Security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant. The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. (c) Said Letter of Credit shall be extended annually through the expiration of the Tenth Lease Year, each extension to be effective from the first day of each applicable Lease Year through the last day of each applicable Lease Year, and Tenant shall deliver each such extended Letter of Credit to LandlordLandlord no later than thirty (30) days prior to the effective date of said extended Letter of Credit. Provided that for each Lease Year, concurrently with Tenant’s execution net worth shall be equal to or greater than Four Million Dollars ($4,000,000) as shown on its most recent audited financial statements, the extended Letters of Credit for the subsequent Lease Year shall be reduced to the following amounts: Second Lease Year Third Lease Year Fourth Lease Year Fifth Lease Year Sixth through Tenth Lease Years $264,000 198,000 132,000 66,000 66,000 In the event that the Tenant’s net worth shall be less than Four Million Dollars ($4,000,000), the face amount of the letter of credit for the subsequent Lease Year shall equal the amount of the previous year’s letter of credit with no reduction. Commencing with the Sixth Lease Year, so long as Tenant’s net worth shall exceed Four Million Dollars ($4,000,000) for the previous Lease Year, Tenant may at any time elect to terminate the letter of credit and substitute a security deposit in the amount of one-twelfth of the Minimum Rent payable for that Lease Year. In the event that Tenant elects to substitute a security deposit, the provisions of Section 20.1(g) shall apply to such deposit. (The amount of each letter of credit for each of the ten respective Lease Years as set forth above shall be referred to as an “L-C Amount”). Failure to provide said extended Letter of Credit to landlord as provided herein, without notice or demand, shall be an immediate default of Tenant, which shall permit Landlord at its option to immediately draw in full said Letter of Credit. (d) If an Event of Default (as defined in Section 18.1 hereof) has occurred and is continuing, with respect to any provision of this Lease, an irrevocable stand-including, but not limited to, the provisions relating to the payment of Rent, Landlord may, but shall not be required to, draw upon that portion of the Letter of Credit necessary for the payment of any Rent or any other sum in default, or for the payment of any amount that Landlord may reasonably spend or may become obligated to spend to cure any other material default by letter Tenant (after the expiration of credit any applicable notice and cure period set forth in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00Section 18.1). Said letter The use, application or retention of credit the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease, the Guaranty or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Any penalty assessed by the financial institution for the early withdrawal from such account due to a default by Tenant shall be in form and with borne by Tenant. (e) If any portion of the substance Letter of Exhibit F attached heretoCredit is drawn upon, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: Tenant shall, within ten (10) days after written demand therefor, either (i) be issued deposit cash with a fixed expiration date Landlord in an amount equal to the difference between the L-C Amount and the remaining amount available to Landlord under the Letter of December 31, 2005Credit, or (ii) shall provide deposit with Landlord another irrevocable letter of credit for automatic annual renewals through that date which is sixty (60) days after the Expiration Date remaining term of the Term Letter of Credit, in form and substance acceptable to Landlord from a bank acceptable to Landlord, in an amount equal to the difference between the L-C Amount and the remaining amount available to Landlord under the Letter of Credit, and Tenant’s failure to do so shall be a material breach of this Lease. In Landlord shall not be required to keep said deposit (if paid in cash) separate from its general accounts. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the cash deposit, or so much thereof as has not theretofore been applied by Landlord pursuant to the terms of this Section 20, shall be returned to Tenant within thirty (30) days following the expiration of the Letter of Credit. No trust relationship is created herein between Landlord and Tenant with respect to said Letter of Credit. (f) Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Shopping Center and/or the Premises in this Lease, and Tenant agrees that in the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on any such transfer or before twenty (20) days prior to the then-scheduled expiration date of the letter of creditmortgage, then Landlord shall have the right to draw transfer or assign the full amount Letter of Credit to the transferee or mortgagee, and in the event of such letter transfer, Tenant shall look solely to such transferee or mortgagee for the return of credit and any such cash deposit and/or the Letter of Credit. (g) In the event that Tenant elects to hold substitute a security deposit for the Letter of Credit beginning with the sixth lease year, the provisions of this paragraph shall apply to such amount as part of the Security Deposit pursuant security deposit. If Tenant fails to Section 4.3 pay Minimum Rent, Additional Rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease. Upon , Landlord may use all or any default portion of the security deposit for the payment of any Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by Tenant, including specifically reason of Tenant’s failure to pay rent default, or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver loss or any rights damage which Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the defaultsuffer thereby. If Landlord so uses or applies all or any portion of the letter of credit is drawn after a default by Tenantsaid deposit, Tenant shall within five thirty (530) days after written demand by therefore deposit cash with Landlord restore the letter of credit. Failure in an amount sufficient to so restore said letter deposit to its full amount. Landlord shall not be required to keep the security deposit separate from its general accounts. If Tenant performs all of credit within said five (5) days shall be a default by Tenant Tenant’s obligations under this Lease. Partial drawings upon said letter of credit , the deposit, or so much thereof as has not heretofore been applied by Landlord, shall be permitted. In returned, without payment interest or other amount for its use, to Tenant (or at the event that Tenant has not been in default under Landlord’s option, to the Lease (beyond the expiration last assignee, if any, of any applicable cure periodTenant’s interest hereunder) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)term hereof, and forty-eighth (48th) months after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to the security deposit. Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of Landlord’s damages in the Termevent of Tenant’s default. Tenant hereby waives the provisions of any law which is inconsistent with this Article XX.

Letter of Credit. In addition to the The Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution may be in the form of this Lease, an irrevocable stand-by letter of credit (the “Letter of Credit”), which Letter of Credit shall: (a) be in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars $73,805.63; ($166,229.00). Said letter of credit shall b) be in issued on the form attached hereto as Exhibit A; (c) name Landlord as its beneficiary; and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another (d) be drawn on an FDIC insured financial institution located in Orange County and which is acceptable satisfactory to the Landlord. The letter Letter of credit shall either: Credit (i) be issued with a fixed expiration date of December 31, 2005, and any renewals or (iireplacements thereof) shall provide be for automatic annual renewals through a term of not less than 1 year. Tenant agrees that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior it shall from time to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred therebytime, as determined necessary, whether as a result of a draw on the Letter of Credit by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver terms hereof or any rights Landlord may have under this Lease or at law or in equity as a result of the defaultexpiration 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, is in effect until a date which is at least 60 days after the Second Extended Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a setoff for full Security Deposit pursuant to the terms of Section IV.A. above. Any renewal or partial compensation replacement of the original or any subsequent Letter of Credit shall meet the requirements for the defaultoriginal Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a national bank satisfactory to Landlord at the time of the issuance thereof. If any portion Landlord draws on the Letter of Credit as permitted in this Amendment or the letter Letter of credit is drawn after a default by TenantCredit, then, upon demand of Landlord, Tenant shall within five (5) days after written demand by Landlord restore the letter amount available under the Letter of credit. Failure Credit to so restore said letter its original amount by providing Landlord with an amendment to the Letter of credit within said five (5) days shall be a default by Tenant Credit evidencing that the amount available under this Lease. Partial drawings upon said letter the Letter of credit shall be permittedCredit has been restored to its original amount. In the event that alternative, Tenant has not been may provide Landlord with cash, to be held by Landlord in default accordance with Section IV.A. above, equal to the restoration amount required under the Lease (beyond the expiration Letter of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermCredit.

Letter of Credit. In addition to Lessee, at Lessee’s option, at any time during the Security Deposit Term, may deposit with Lessor an unconditional and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of Sixty One Thousand Nine Hundred Sixty Six Thousand Eighty Two Hundred Twenty-Nine and 45/100 Dollars ($166,229.00)61,982.45) (the “Letter of Credit”) and in the form required herein, as security for the full and faithful performance of each and every obligation of Lessee under the Lease. Said letter The Letter of credit Credit, together with (1) any cash from time to time held by Lessor as part of the security deposit following a draw on the Letter of Credit or (2) any cash from time to time held by Lessor as part of the security deposit under this Paragraph 7, is referred to herein as the “Security Deposit.” The Letter of Credit shall be in the form and with containing the substance terms required herein, running in favor of Exhibit F attached heretoLessor, issued by a solvent nationally recognized bank approved by Lessor and in a form reasonably satisfactory to Lessor. The Letter of Credit, and issued each subsequent replacement Letter of Credit, delivered by Silicon Valley Bank or by another financial institution located in Orange County Lessee hereunder as the Security Deposit shall expire no earlier than twelve (12) months after issuance and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is of one-year periods unless the issuer has provided Lessor written notice of non-renewal at least sixty (60) days after prior to the Expiration Date then expiration date, in which case Lessee shall provide a replacement letter of credit meeting the requirements of this Paragraph 7 no later than thirty (30) days prior to the expiration date of the then outstanding and expiring Letter of Credit. Failure by Lessee to deliver cash or any replacement Letter of Credit as required above shall entitle Lessor to draw under the outstanding Letter(s) 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 Lessor and its successors and assigns, shall be expressly transferable at no cost by Lessor to such successors and assigns, and shall entitle Lessor or its successors or assigns to draw from time to time under the Letter of Credit in portions or in whole upon presentation of (i) a sight draft, and (ii) a statement executed by Lessor stating that Lessor is entitled to make the subject draw pursuant to the terms of this Lease. If at any time during the Term of this Lease. In , the event bank or financial institution that issues the Letter of Credit is declared insolvent, or is placed into receivership by the Federal Deposit Insurance Corporation or any other governmental or quasi-governmental institution, then following written notice from Lessor, Lessee shall have thirty (30) days to replace the Letter of Credit with a new letter of credit is issued from a bank or financial institution acceptable to Lessor in Lessor’s reasonable discretion. If Lessee does not replace the Letter of Credit with an annual renewal obligation and the a new letter of credit is not renewed by the issuing from a bank or financial institution on or before twenty acceptable to Lessor within such thirty (2030) days prior day period, then notwithstanding anything in the Lease to the then-scheduled expiration date of the letter of creditcontrary, then Landlord Lessor shall have the right to draw upon the full amount Letter of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord Credit for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter Letter of credit can be drawn by Landlord pending determination Credit. In such event, the Letter of said amount. Notwithstanding the foregoing, while the amount of any such draw Credit funds shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result immediately become part of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant “Security Deposit” under this Lease. Partial drawings upon said letter Lessor shall not be obligated to keep any proceeds from a draw on the Letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofCredit separate from its general funds, and provided further that Tenant has Lessee shall not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect be entitled to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Terminterest on either.

Letter of Credit. In addition The following is added as Section 37.21 of the Lease: (a) The terms set forth in this Section 37.21 shall only apply if Tenant, pursuant to Section 1.14 and Section 8 herein, chooses to provide the Security Deposit in the form of a letter of credit. (b) Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to this Lease and, as security hereunderconsideration for Landlord’s willingness to enter into this Lease, Tenant shall deliver or cause to be delivered to Landlord, concurrently and shall cause to be maintained at all times in effect, one or more irrevocable standby letters of credit complying with Tenant’s execution the terms of this Section 37.21. Any failure by Tenant to perform or Smartsheet (Suite 960) – Fifth Lease Addendum 1 observe any term, covenant or agreement set forth in this Section 37.21 shall constitute a material default under this Lease. (c) Tenant shall deliver or cause to be delivered to Landlord, or Landlord’s advising bank as directed by Landlord, an irrevocable stand-by standby letter of credit in a form acceptable to or provided by Landlord (acceptance not to be unreasonably withheld) (the amount “‘Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00Credit”). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by a national banking association reasonably acceptable to Landlord (the Silicon Valley Bank or by another financial institution located in Orange County and which is being acceptable to Landlord. The letter ), for the account of credit Tenant in favor of Landlord in the initial amount determined in accordance with Section 8 of the Lease, having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall either: be automatically extended annually, without written amendment or modification, to the date that is the earlier of (i) be issued with a fixed expiration the date of December 31, 2005, one (1) year after the then current expiry date or (ii) shall provide for automatic annual renewals through that date which is the Expiration Date unless the issuer of the Letter of Credit gives Landlord, at least sixty (60) days after prior to the Expiration Date then current expiry date, written notice that the issuer elects not to extend the Letter of Credit. If the issuer of the Term Letter of this Lease. In Credit at any times gives to Landlord notice that the event issuer elects not to extend the letter Letter of credit is issued with an annual renewal obligation and the letter of credit is Credit, then, not renewed by the issuing financial institution on or before twenty less than thirty (2030) days prior to the then-scheduled expiration then current expiry date of the letter Letter of creditCredit, then Tenant shall deliver or cause to be delivered to Landlord shall have the right to draw the full amount of such (or Landlord’s advising bank) a substitute irrevocable standby letter of credit and issued in favor of Landlord by a national banking association reasonably acceptable to hold such Landlord in an amount as part required by Section 8 of the Security Deposit Lease. Not less than thirty (30) days prior to the expiry date of any substitute letter of credit delivered pursuant to this Section, Tenant shall deliver or cause to be delivered to Landlord (or Landlord’s advising bank) a further substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by Section 4.3 8 of this the Lease. Each substitute letter of credit delivered pursuant to this Section 37.21 shall have a term of not less than one (1) year and shall be in a form acceptable to or provided by Landlord. (d) Upon the occurrence of any breach or default under this Lease including, but not limited to, any failure by TenantTenant timely to deliver or cause to be delivered to Landlord (or Landlord’s advising bank) any substitute letter of credit required pursuant to this Section 37.21, including specifically Tenant’s failure to pay rent or to abide by Landlord, at its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within option, may, following expiration of any applicable notice or cure period, Landlord shall be entitled to draw upon said against the Letter of Credit and any substitute letter of credit by the issuance of Landlord’s sole written demand delivered pursuant to the issuing financial institution. Such draw shall be this Section 37.21 in an amount reasonably necessary to cure the such breach or default in question and and/or to compensate Landlord for all damages incurred thereby, as determined any other loss or damage which Landlord may suffer by Landlord in its sole reason of Tenant’s breach or default. The Letter of Credit and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the each substitute letter of credit can be drawn by Landlord pending determination (also referred to as a “Letter of said amount. Notwithstanding the foregoing, while the amount of any such draw Credit”) delivered pursuant to this Section 37.21 shall be determined in provide for payment against Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have transferee’s) draft at sight, by facsimile presentation, or by courier, accompanied by a certificate stating substantially as follows: “Drawn under this Lease or at law or in equity ____________ Bank, N.A.’s Irrevocable Standby Letter of Credit No. ________, dated ________________, 2020, as a result of the default, as occurrence of a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease dated __________, 2020, between Bellevue Place Office, LLC, a Washington limited liability company, and SMARTSHEET INC., a Washington corporation.” If Landlord draws against the Letter of Credit, Tenant shall, within ten (beyond 10) days of the expiration date of such draw, restore the Letter of Credit or provide additional irrevocable standby letters of credit so that, at all times, there shall be an amount required by Section 8 of the Lease available for Landlord to draw against in the event of any applicable cure periodfurther breach or default under this Lease. (e) at any time during If the Term hereof, and provided further Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that Tenant has not at any time been more than five is thirty (530) days late more than once during prior to the applicable previous twelve (12)-month period with respect expiry date of the then current Letter of Credit, or in the event Landlord draws against the Letter of Credit, if Tenant does not restore the Letter of Credit or provide additional letters of credit so that an amount required by Section 8 of the Lease is available to Landlord to draw upon in the event of any payments of rent due further breach or default under the this Lease, then upon in such event the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter draw against the Letter of credit in Credit may be equal to the entire amount of Thirty Three Thousand Two Hundred Forty-Six Dollars the Letter of Credit. Smartsheet ($33,246.00Suite 960) each upon – Fifth Lease Addendum 2 The proceeds of any draw against the expiration Letter of Credit pursuant to the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months immediately preceding sentence shall be held by Landlord as an additional security deposit pursuant to the provisions of the TermSection 8 of this Lease.

Letter of Credit. In addition to Within fourteen (14) days of the Security Deposit and as security hereunder, Lease Execution Date Tenant shall deliver to Landlord an unconditional, irrevocable and transferable letter of credit, naming Landlord and its successors and assigns as beneficiary, in the amount of Three Hundred Thousand U.S. Dollars ($ 300,000.00) (the "Letter of Credit"), which shall be held by Landlord or its agent, as security, for the full and faithful performance of Tenant's obligation herewith. The Letter of Credit shall be issued by a commercial bank headquartered in the continental United States of America (or other bank satisfactory to and approved by Landlord) which has capital assets of at least $1,000,000,000 and capital reserves of at least $250,000,000, concurrently and which is a member of the Federal Reserve System ("Issuing Bank"). Upon the occurrence of any default by Tenant hereunder, Tenant agrees that Landlord may from time to time, without prejudice to any other remedy, make demand for the principal amount of the Letter of Credit to the extent necessary to make good any damage, injury, expense incurred by Landlord by virtue of such default and/or to pay any damages payable to Landlord by virtue of such default, and may thereafter apply such proceeds to any such damage, injury or expense. Tenant shall not have the right to call upon Landlord to draw upon the Letter of Credit to cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. Upon any conveyance of the Premises by Landlord to Landlord's grantee or transferee, the Letter of Credit thereon may be assigned by Landlord to Landlord's grantee or transferee and Tenant shall cooperate to the extent necessary to effect such assignment. Upon any such assignment, Tenant hereby releases Landlord herein named of any and all liability with respect to the Letter of Credit, its application and return, and Tenant agrees to look solely to such grantee or transferee. It is further understood that this provision shall also apply to subsequent grantees and transferees. In addition, Landlord shall return the Letter of Credit to Tenant within thirty (30) days after the expiration of the initial Term of this Lease or the termination of this lease provided that at such time there exists no breach of any undertaking of Tenant’s execution . In the event that the Issuing Bank closes or threatens to close during the Term, Tenant shall immediately deliver a letter of credit to replace the Letter of Credit (if then held by Landlord) (the "Original Letter of Credit"), which letter of credit (the "Substitute Letter of Credit") shall be identical in form and substance to the Original Letter of Credit unless Landlord in its sole but reasonable discretion approves any discrepancies. The Substitute Letter of Credit shall be issued by a commercial bank headquartered in the continental United States of America (or other bank satisfactory to and approved by Landlord) which has capital assets of at least $1,000,000,000 and capital reserves of at least $250,000,000, and which is a member of the Federal Reserve System. Tenant's failure to deliver the Substitute Letter of Credit to Landlord within fifteen 15 business days of written demand from Landlord shall constitute a material breach and default hereunder, which shall entitle Landlord to exercise any of the rights and remedies set forth in this Lease. Furthermore, if the Letter of Credit or Substitute Letter of Credit, as the case may be, has an expiration date that occurs prior to the date which is thirty (30) days after the expiration of the initial Term of this Lease, an irrevocable stand-by letter and the Landlord receives notice that the Letter of credit in Credit or Substitute Letter of Credit, as the case may be, will not be extended beyond such expiration date, Landlord may draw upon the full amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00)the Letter of Credit or Substitute Letter of Credit, as the case may be, and thereafter hold such amount as a security deposit otherwise subject to the terms hereof, for the full and faithful performance of Tenant's obligation herewith or Landlord may hold Tenant in default of it's obligations under this lease and pursue all of its remedies under said lease. Said letter Upon the request of credit Landlord, from time to time, Tenant shall make arrangements satisfactory to Landlord in its reasonable discretion for the transfer of any Letter of Credit to any successor landlord or mortgagee of the Property, and from any such mortgagee to Landlord or any successor mortgagee. Any security deposit held by Landlord or its agent, as security, for and during the Term, shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable returned to Landlord. The letter of credit shall either: Tenant within thirty (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (6030) days after the Expiration Date expiration of the Term or the termination of this Leaselease provided there exists no breach of any undertaking of Tenant. In Upon the event the letter occurrence of credit is issued with an annual renewal obligation and the letter of credit is not renewed any default by the issuing financial institution on Tenant hereunder, Tenant agrees that Landlord may apply all or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as any part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoingtogether with accrued interest, if the amount any, thereon to any obligation of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the defaultTenant hereunder. If all or any portion of the letter security deposit is applied to any obligation of credit is drawn after a default by TenantTenant hereunder, Tenant shall within five (5) days after written demand immediately upon request by Landlord restore the letter security deposit to its original amount. Tenant shall not have the right to call upon Landlord to apply all or any part of credit. Failure the security deposit to so restore said letter cure any default or fulfill any obligation of credit within said five (5) days Tenant, but such use shall be a default solely in the discretion of Landlord. Upon any conveyance of the Premises by Landlord to Landlord's grantee or transferee, the security deposit together with accrued interest, if any, thereon may be delivered by Landlord to Landlord's grantee or transferee. Upon any such delivery, Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration hereby releases Landlord herein named of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period all liability with respect to any payments of rent due under the Leasesecurity deposit, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)its application and return, and forty-eighth (48th) months of the TermTenant agrees to look solely to such grantee or transferee.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars $50,593.00 ($166,229.00the “Letter of Credit”). Said letter Letter of credit Credit shall be in form and with the substance of Exhibit F I attached heretohereto (or in other form and substance acceptable to Landlord), and issued by Silicon Valley Bank or by another a financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default “Default” by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodTenant (as hereinafter defined), Landlord shall be entitled to draw upon said letter Letter of credit Credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such , which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter Letter of credit Credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV 14 of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter Letter of credit Credit is drawn after a default by Tenant, Tenant shall within five (5) 5 business days after written demand by Landlord restore the letter Letter of creditCredit. Failure to so restore said letter Letter of credit Credit within said five (5) 5 business days shall be a default by Tenant under this Lease. Partial drawings upon said letter Letter of credit Credit shall be permitted. The Letter of Credit shall provide for automatic annual renewals through that date which is 60 days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event that Tenant has the Letter of Credit is not been in default under renewed by the Lease (beyond issuing financial institution on or before 30 days prior to the then-scheduled expiration date of any applicable cure period) at any time during the Term hereofLetter of Credit, then Landlord shall have the right to draw the full amount of such Letter of Credit and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments hold such amount as cash security for Tenant’s full and faithful performance of rent due its obligations under the Lease. In the event of a draw down of the Letter of Credit to cash security as provided in the foregoing, then the following shall apply: (i) upon any Default by Tenant under this Lease, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.2 below, in its sole and absolute discretion and notwithstanding any contrary provision of California Civil ode Section 1950.7, retain, use or apply the written request whole or any part of such cash security to pay any sum which Tenant is obligated to pay under this Lease, including without limitation, amounts estimated by Landlord as the amounts due it for prospective rent and for damages pursuant to Section 14.2(a)(i) of this Lease and/or California Civil Code Section 1951.2, sums that Landlord may spend or be required to expend by reason of the default by Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.2 upon expiration or earlier termination of this Lease, (ii) Landlord shall not be required to keep the cash security separate from its general funds and Tenant shall not be entitled to interest on such cash security, and (iii) if Tenant fully performs its obligations under this Lease, the cash security shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant, Landlord shall authorize in writing consecutive reductions to ’s interest under the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars Lease) within thirty ($33,246.0030) each upon days after the expiration of the twelfth (12th)Term, twenty-fourth (24th), thirty-sixth (36th), provided that Tenant agrees that Landlord may retain the cash security to the extent and forty-eighth (48th) months of until such time as all amounts due from Tenant in accordance with this Lease have been determined and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord’s retaining the Termcash security to the extent provided in the foregoing.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord upon execution of this Lease an irrevocable and unconditional negotiable standby letter of credit (“Letter of Credit”) payable at San Francisco, California, issued by Union Bank of California, or another bank reasonably approved by Landlord (the “Bank”), in a form reasonably approved by Landlord, concurrently and otherwise in compliance with the requirements of this Paragraph 8. The Letter of Credit shall be in the amount of Twenty-two Thousand Ninety-nine Dollars ($22,099 USD). The Letter of Credit shall serve as protection for Landlord, for payment of the Monthly Base Rent referred to in Paragraph 6 hereof, and for the payment of all Additional Rent pursuant to Paragraph 7 hereof, and to assure the full and faithful performance by Tenant of all of its other obligations under the Lease. If Tenant defaults on any provision of the Lease, Landlord may, without prejudice to any other remedy it has, draw on that portion of the Letter of Credit necessary to pay any rent or other sum in default, or to otherwise cure Tenant’s execution default. The Letter of Credit shall (1) be “callable” at sight, irrevocable and unconditional, (2) be subject to the terms of this Lease, an irrevocable stand-by letter maintained in effect for the entire term of credit in this Lease (including the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00option extension period, if exercised). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley automatically renewed annually unless the Bank or by another financial institution located in Orange County and which is acceptable gives a written notice (“Non-renewal Notice”) to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is Landlord not less than sixty (60) days after prior to any automatic annual renewal date that the Expiration Date Bank has elected not to renew the Letter of credit, (3) be subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (4) be fully assignable by Landlord (at the sole cost of Landlord) to any successor Landlord, and (5) permit partial draws. If any portion of the Term Letter of Credit is so used or applied, Tenant shall immediately deposit funds with Landlord in an amount sufficient to restore the amount held by Landlord pursuant to this Paragraph 8 to its original amount and Tenant’s failure to do so shall be a material breach of this Lease. In Should the event agreed use as provided in Paragraph 9(a) be amended to accommodate a material change in the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date business of the letter of creditTenant or to accommodate a sublessee or assignee, then Landlord shall have the right to draw require that Tenant deliver a security deposit to the full amount of such letter of credit extent necessary, in Landlord’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Landlord shall not be required to hold such amount as part keep the cash portion, if any, of the Security Deposit pursuant to Section 4.3 of amount held by Landlord under this Lease. Upon any default by TenantParagraph 8 separate from its general funds, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord Tenant shall not be entitled to draw upon said letter interest on such funds. If Tenant shall fully and faithfully perform every provision of credit this Lease to be performed by it, the issuance of amount held by Landlord pursuant to this Paragraph 8 or any balance thereof shall be returned to Tenant (or, at Landlord’s sole written demand option, to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result last assignee of Tenant’s default interest hereunder) within twenty-one (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result 21) days of the default, as a setoff for full or partial compensation for the default. If any portion expiration of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permittedterm. In the event that Tenant has not been of termination of Landlord’s interest in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the this Lease, then upon the written request of Tenant, Landlord shall authorize transfer said deposit to Landlord’s successor in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), interest and forty-eighth (48th) months of the TermLandlord shall have no further liability under this Lease.

Letter of Credit. In addition (a) This Secured Debenture is the debenture referred to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, in an irrevocable stand-by letter of credit issued by Wachovia Bank, National Association (the “Bank”) in favor of the Holder in an original amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars the aggregate original principal amount of the Secured Debentures, a copy of which is annexed hereto as Annex A ($166,229.00the “Letter of Credit”). Said letter of credit The Company hereby acknowledges that the Holder and any subsequent Holder shall be entitled to the benefits of the Letter of Credit and covenants and agrees that it will not impair the Holder’s rights under the Letter of Credit and (except to the extent provided in form Section 2(b)) shall maintain the Letter of Credit in full force and with effect. (b) The Holder agrees that the substance face amount of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable the Letter of Credit shall be reduced from time to Landlord. The letter of credit shall either: time pursuant to the terms set forth below: (i) subsequent to each Conversion Date, the face amount of the Letter of Credit shall be issued with a fixed expiration reduced on the date on which the Holder receives the Underlying Shares it is entitled to receive subsequent to such Conversion Date pursuant to Section 6(e), by an amount equal to the principal amount of December 31, 2005, or Secured Debentures converted on such Conversion Date less any interest payment accreted to principal up to such date; (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date face amount of the Term Letter of this Lease. In Credit shall be reduced by an amount equal to the event Holder Prepayment Price or the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed Company Prepayment Price paid by the issuing financial institution on or before twenty (20) days prior Company pursuant to the then-scheduled expiration date delivery of a Holder Prepayment Notice or Company Prepayment Notice, as applicable, as set forth in Section 8, upon receipt by the Holder of such payment; (iii) the face amount of the letter Letter of credit, then Landlord Credit shall have be reduced by an amount equal to the right to draw the full principal amount of such letter of credit and to hold such amount as part of the Security Deposit Secured Debentures being exchanged pursuant to Section 4.3 7 into Exchange Debentures, upon receipt by the Holder of such Exchange Debenture; and (iv) on the Final Release Date and provided that: (A) the Equity Conditions are satisfied on such date with respect to the Underlying Shares issuable upon conversion in full of the then outstanding principal amount of Secured Debentures and (B) the Underlying Shares issuable upon conversion in full of the then outstanding principal amount of Secured Debentures would not violate Section 6(d)(i), the Letter of Credit shall be canceled and shall cease to secure any Secured Debentures which may be outstanding as of such Final Release Date. (c) The Holder shall, within five Trading Days of the occurrence of any of the events set forth in Section 2(b), provide the Bank with Exhibit C attached to the Letter of Credit indicating the occurrence of such event. (d) Upon the failure of the Company to timely pay to the Holder any amount which is then due and payable to the Holder under this Lease. Upon Secured Debenture, whether pursuant to Section 8, Section 9 or any default by Tenantother applicable Section herein, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord Holder shall be entitled to draw upon said letter on the Letter of credit by the issuance of Landlord’s sole written demand Credit to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount extent of any such payment or payments so due to the Holder is not timely paid by the Company. (e) Any amounts received by the Holder pursuant to a draw on the Letter of Credit shall be determined in Landlord’s sole and absolute discretion as provided in applied against all unsatisfied obligations of the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have Company under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermSecured Debenture.

Letter of Credit. In addition to lieu of depositing the Security Deposit with Landlord as and as security hereunderwhen required pursuant to Section 3.1, Tenant shall deliver and upon prior written notice to Landlord, concurrently Tenant may elect (such election, the “LC Election”) to deposit with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in Landlord and maintain during the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form Term and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date Date, a Letter of Credit in an undrawn face amount equal to three (3) monthly payments of Base Rent in the first year of the Term of lease (the “LC Amount”) as partial collateral for Tenant’s obligations under this Lease. In During any period in which the event LC Election has been made, the letter following provisions shall apply: 3.2.1 Upon the occurrence of credit an Event of Default, Landlord may, but shall not be required to, draw upon the Letter of Credit (in whole or in part) and apply the cash proceeds thereof to the obligations due from Tenant under this Lease and to compensate Landlord for the damages suffered or incurred by it in connection with such Event of Default (or any other Event of Default). Any amount drawn by Landlord shall not be deemed: (a) to fix or determine the amounts to which Landlord is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution entitled to recover under this Lease or otherwise; (b) to waive or cure any default under this Lease; or (c) to limit or waive Landlord’s right to pursue any remedies provided for in this Lease. 3.2.2 Tenant covenants as follows: (a) on or before twenty thirty (2030) days prior to the then-scheduled expiration date of the letter then issued and outstanding Letter of creditCredit, Tenant shall deposit with Landlord a replacement Letter of Credit in the LC Amount; (b) if all or any portion of the Letter of Credit is drawn against by Landlord, Tenant shall, within five (5) Business Days after demand by Landlord, deposit with Landlord a replacement or supplementary Letter of Credit such that at all times during the term of this Lease and for sixty (60) days after the Expiration Date, Landlord shall have the ability to draw on one or more Letters of Credit totaling, in the aggregate, the LC Amount; and (c) following an Issuer Revocation, Tenant shall obtain a replacement Letter of Credit in the LC Amount from another Issuer within fifteen (15) days of Landlord’s written demand therefor. If Tenant fails to timely perform any of the foregoing, then in addition to any other rights and remedies available under this Lease, Landlord may immediately draw upon the full amount of the then issued and outstanding Letter of Credit. 3.2.3 Upon the issuance of a replacement Letter of Credit, Landlord shall have the right to draw solely on such replacement Letter of Credit and Landlord shall have no right to draw against the full Letter of Credit which is replaced by such replacement Letter of Credit. 3.2.4 Tenant shall have the right to deposit with Landlord one or more Letters of Credit to satisfy the requirements of this Section 3.2, so long as the aggregate undrawn face amount of such letter all issued and outstanding Letters of credit and to hold such amount as part of Credit equal the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within LC Amount. 3.2.5 Within five (5) days Business Days after receipt of any written demand by Landlord, Tenant shall produce to Landlord restore the letter of credit. Failure (a) evidence satisfactory to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofLandlord, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount exercise of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon its commercially reasonable judgment, that Issuer is then in compliance with the expiration of the twelfth (12th)Issuer Standards, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.and

Letter of Credit. In addition to (a) Tenant shall, simultaneously with the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution delivery of this Lease, deliver to Landlord an irrevocable irrevocable, stand-by letter of credit (a “Letter of Credit”) in the initial amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Five Million and No/100 Dollars ($166,229.00)5,000,000.00) to assure the payment by Tenant of Base Rent and Additional Rent. Said letter The Letter of credit Credit shall be maintained in effect, by automatic renewal or extension, until the date (the “LC Expiration Date”) which is thirty (30) days after the expiration of the Fixed Term or earlier as set forth in Section 3.9(l) below. (b) The Letter of Credit shall be in the form attached hereto as Exhibit C or in such other form as may be reasonably approved by Landlord and with otherwise shall be subject to the substance provisions of Exhibit F attached hereto, and this Section 3.9. The Letter of Credit shall be issued by Silicon Valley a national bank approved by Landlord in its sole but reasonable discretion (the “Bank”) and be “callable” by Landlord and payable through a branch office of the Bank or by another financial institution located in Orange County and which is acceptable to Landlordthe City of Memphis, Tennessee. The letter premium or purchase price of, or any other Bank fees associated with, such Letter of credit Credit shall either: be paid by Tenant (except those payable by Landlord pursuant to Section 3.9(e) below) and shall not constitute an Operating Expense for purposes of this Lease. (c) The Letter of Credit shall (i) be issued with a fixed expiration date subject to the International Standby Practices 1998, International Chamber of December 31Commerce Publication No. 590, 2005, or (ii) be fully transferable by Landlord only in connection with a transfer of Landlord’s interest in this Lease, including transfers by foreclosure or deed in lieu of foreclosure, and (iii) permit partial draws from time to time. (d) In addition to the foregoing, the Letter of Credit shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw down for amounts of unpaid Base Rent and Additional Rent then currently due up to the full face amount of such the Letter of Credit upon the presentation to the Bank of the Letter of Credit and a Certificate signed by an officer of Landlord meeting the requirements set forth in the form of Letter of Credit attached hereto as Exhibit “C”. (e) In the event of a transfer of Landlord’s interest in the Leased Property, Landlord shall transfer the Letter of Credit (or cause a substitute letter of credit to be delivered, as applicable) to the transferee, and it is agreed that the provisions hereof shall apply to hold such amount as part every transfer of the Security Deposit pursuant Letter of Credit to a new Landlord. Landlord shall be responsible for all normal and customary charges of the Bank in connection with any such transfer. (f) Except as described in subparagraph (h) below and in Section 4.3 12.2(d), Landlord agrees not to draw upon the Letter of Credit unless an Event of Default by Tenant in paying Base Rent or Additional Rent has occurred under this Lease, after giving such notice thereof to Tenant as may be required in accordance with the terms of this Lease. Upon If Landlord does effect such a “draw” under this subparagraph (f), such “draw” amount may only be made for (i) the past due amount of Base Rent or Additional Rent, or (ii) the amount of any default by Tenant, including specifically Tenant’s failure deficiency in Net Operating Income pursuant to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Section 12.2(c)(i) hereof. In no event shall Landlord shall be entitled to draw upon said the Letter of Credit for accelerated Rent pursuant to Section 12.2(c)(ii) hereof. (g) Any failure or delay of Landlord to “draw” any portion of the Letter of Credit shall not act as a waiver of Landlord’s right to do so at any time thereafter (through and until the LC Expiration Date) or constitute a waiver of any Event of Default with respect to this Lease. (h) If the Letter of Credit is due to expire earlier than the LC Expiration Date, Tenant shall provide a renewal letter of credit (or amendment renewing the same) or substitute letter of credit (such renewal or amendment or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), upon the same terms as the expiring Letter of Credit (except for permitted reductions in amounts) or such other terms as may be acceptable to Landlord in its reasonable discretion. If the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section, the Landlord shall have the right to draw upon the Letter of Credit in the full face amount thereof and hold all proceeds of the Letter of Credit as cash collateral (“Cash Collateral”) for the payment of Base Rent and Additional Rent. Landlord shall hold any Cash Collateral in an interest bearing account with a national banking association or other depository or a money market fund having a branch office in Memphis, Tennessee requested by Tenant and reasonably acceptable to Landlord, with any interest earned on such account to be for the issuance sole benefit of Tenant except to the extent used to pay Base Rent or Additional Rent due Landlord. Landlord shall not co-mingle any Cash Collateral with other funds of Landlord’s sole written demand . Landlord shall have no liability to Tenant with respect to the issuing financial institution. Such amount of interest paid on any such account. (i) If there shall occur an Event of Default under the Lease with respect to payment of Base Rent or Additional Rent, Landlord may, but without obligation to do so, in addition to any other rights and remedies held by Landlord, draw shall be upon the Letter of Credit and/or utilize the Cash Collateral in an amount necessary to cure collect the default unpaid Base Rent or Additional Rent. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional upon this Lease or to justify the issuer of the Letter of Credit in question failing to honor a draw upon such Letter of Credit in a timely manner. In the event Landlord is determined through any dispute resolution procedure agreed upon by the parties or by a court of competent jurisdiction to have improperly drawn on the Letter of Credit, then Tenant shall be entitled to receive a prompt refund of such improper amount from Landlord (together with any bank fees and charges incurred by Tenant as a result thereof, interest at the Overdue Rate and all costs and fees, including legal fees and expenses incurred by Tenant in obtaining such refund). (j) In the event Landlord draws upon the Letter of Credit or the Cash Collateral pursuant to compensate Landlord for all damages incurred therebysubparagraph (i) above, as determined by Landlord Tenant agrees that within ten (10) Business Days after Tenant receives notice of such draw (i) in its sole and absolute discretionthe case of any draw upon the Letter of Credit, Tenant will cause the Letter of Credit to be amended so that the amount available thereunder is restored to the amount available prior to such draw, and if such (ii) in the case of any draw upon the Cash Collateral, Tenant will deposit with Landlord an amount cannot be readily determined equal to the amount so drawn by Landlord, then to be held as part of the full Cash Collateral pursuant to the terms of this Lease. Any failure by Tenant to so restore the amount of the letter Letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding Credit or the foregoingCash Collateral, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result case may be, shall constitute an Event of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default Default by Tenant under this Lease. Partial drawings upon said letter . (k) Tenant acknowledges and agrees that the Letter of credit shall be permitted. In Credit constitutes a separate and independent contract between Landlord and the event issuing bank, that Tenant has is not been in default a third party beneficiary of such contract, and that Landlord’s claim under the Lease (beyond Letter of Credit for the expiration full amount due and owing thereunder shall not be, in any way, restricted, limited, altered or impaired by virtue of any applicable cure periodprovision of the Bankruptcy Code. (l) at any time during If this Lease is terminated prior to the Term hereofLC Expiration Date and such termination is not the result of an Event of Default hereunder, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period or if this Lease is terminated as a result of an Event of Default but Tenant’s obligation with respect to any payments deficiency in Base Rent pursuant to Section 12.2(a)(i) shall have expired, the Letter of rent due under the LeaseCredit or Cash Collateral, then upon the written request of as applicable, shall be promptly returned by Landlord to Tenant, subject to any draws for unpaid Base Rent, Additional Rent, or Base Rent deficiencies which have previously been made by Landlord. In any event, the Letter of Credit or Cash Collateral shall be promptly returned to Tenant after Landlord shall authorize has no further right to make any draws thereunder. (m) Tenant will not assign or encumber Tenant’s interest in writing consecutive reductions the Letter of Credit or Cash Collateral, as the case may be, or any part thereof, and neither Landlord nor Landlord’s successors or assigns will be bound by any such attempted assignment or encumbrance. (n) Notwithstanding anything to the principal contrary provided in this Section 3.9, provided that (i) no uncured Event of Default shall exist, (ii) no amount of Base Rent or Additional Rent is due and unpaid, and (iii) no restoration of the amount of the letter Letter of credit Credit is required as of the time of any such reduction, then in the event that this Lease shall terminate with respect to any individual Property in accordance with the terms of Section 2.4(b) or Articles 10 or 11, Tenant shall be entitled at any time thereafter to reduce the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00the Letter of Credit in an amount proportionate to the reduction in Base Rent resulting from the release of such Property, as determined by reference to Section 3.3(c) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termhereof.

Letter of Credit. In addition The Landlord hereby acknowledges that the Tenant has provided to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, it an irrevocable stand-by demand letter of credit in favor of the Landlord in the principal amount of One Forty-Four Thousand, Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.0044,500.00) and expiring February 10, 2003. The Tenant hereby acknowledges that it provided the said letter of credit to the Landlord in consideration of the Landlord waiving its financial condition relating to the Tenant contained in the Agreement to Lease (as that term is defined in Section 1.01(13) of this Lease), thereby making the Agreement to Lease binding on the Landlord. Said The said letter of credit shall be in form and with held by the substance Landlord as security for the payment of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to LandlordRent. The Tenant’s obligations under the said letter of credit shall either: (i) be issued with a fixed expiration date of December 31not cease upon the termination, 2005Transfer, disclaimer or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term repudiation of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date , as a consequence of the letter default of creditthe Tenant under this Lease, then Landlord shall the insolvency or bankruptcy of the Tenant, the exercise of any rights which the Tenant may have upon the making of a proposal under the provisions of the Bankruptcy and Insolvency Act (Canada) (including, without limitation, any right to draw repudiate this Lease) or the full amount exercise by a receiver or a trustee in bankruptcy of such letter of credit and any right to hold such amount as part of the Security Deposit pursuant to Section 4.3 of disclaim this Lease. Upon any If the Tenant is in default by Tenant, including specifically Tenant’s failure to pay rent or to abide by of its monetary obligations under Sections 7.1 this Lease, and 15.3 below the Landlord has given any notice of default required by the Lease and Tenant’s failure to cure the same within any applicable cure periodperiod (if any) has passed, the Landlord shall be entitled to draw upon on the said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amountsuch monetary default. Notwithstanding the foregoing, while the amount The proceeds of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in applied by the foregoing, if Landlord on account of such monetary default. In the amount event of any such draw(s) shall ultimately exceed a conflict between the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of and the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the said letter of credit. Failure to so restore said letter , the provisions of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon the said letter of credit shall prevail. Intentionally deleted. The Floor Plan is for identification purposes only and is not to be permitted. In interpreted as being a representation or warranty on the event that Tenant has not been in default under part of the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions as to the principal amount exact location, configuration and layout. [Diagram not shown] THIS AGREEMENT made as of the letter 1st day of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th)January, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.2005 BETWEEN

Letter of Credit. In addition to At such time as Landlord acquires the Security Deposit Land and as security hereunderthe Credit Termination Right expires or is waived by Landlord, Tenant shall deliver to LandlordLandlord an unconditional, concurrently with Tenant’s execution of this Leaseirrevocable, an irrevocable stand-by transferable letter of credit credit, in the amount of One Seven Million Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.007,500,000). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank of America NT & SA, or by another financial institution located in Orange County and which is reasonably acceptable to Landlord. The letter , in the form attached hereto as Exhibit "M", with an original term of credit shall either: (i) be issued with a fixed expiration date no less than one year and automatic extensions through the end of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is the Term of this Lease and sixty (60) days thereafter (the "Letter of Credit"). Tenant shall keep the Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date of the Term 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 to maintain the Letter of Credit, and Tenant's payment obligations with respect to Tenant Modifications (as defined in the Work Letter) being made by Change Order to Landlord's construction contract. In The Letter of Credit shall provide thirty (30) days' prior written notice to Landlord of cancellation or material change thereof, and shall further provide that, in the event of any nonextension of the letter Letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty Credit at least thirty (2030) days prior to its expiration, the then-scheduled expiration date of the letter of creditentire face amount shall be payable to Landlord, then and Landlord shall have hold any funds so obtained as the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of security deposit required under this Lease. Upon Such funds so obtained by Landlord, or any unused portion thereof, shall be returned to Tenant upon replacement of the Letter of Credit. If Landlord uses any portion of any cash security deposit to cure any default by Tenant hereunder, Tenant shall replenish the security deposit to the original amount within ten (10) days of notice from Landlord. Tenant, including specifically Tenant’s 's failure to pay rent do so shall become a material default under this Lease. Landlord shall keep any cash security funds separate from its general funds, and shall invest such cash security at Tenant's reasonable direction, and any interest actually earned by Landlord on such cash security shall be paid to Tenant on a quarterly basis within ten (10) business days after receipt thereof by Landlord. If an uncured or to abide by its obligations incurable default occurs under Sections 7.1 and 15.3 below and Tenant’s failure to cure this Lease, or if Tenant is the same within any applicable cure periodsubject of an Insolvency Proceeding, Landlord may present its written demand for payment of the entire face amount of the Letter of Credit and the funds so obtained shall be entitled to draw upon said letter of credit by the issuance of paid to, or as otherwise directed by, Landlord’s sole written demand . Landlord may retain such funds to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and extent required to compensate Landlord for all damages incurred therebyincurred, or to reimburse Landlord as determined by Landlord provided herein, in its sole and absolute discretionconnection with any such default, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw remaining funds shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity held as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcash security deposit.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlordlandlord, concurrently with Tenant’s 's execution of this Lease, an irrevocable stand-by a letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Forty Two Thousand Three Hundred Forty Dollars ($166,229.00242,340.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another a financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual yearly renewals through that date which is sixty (60) days after the Expiration Date of throughout the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s 's failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodbelow, Landlord shall be entitled to draw upon said letter of credit in the amount of the default(s) by the issuance of Landlord’s 's sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or of any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event Provided that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in accordance with the amount of Thirty Three following schedule: (a) Fifty Seven Thousand Two Hundred Forty-Ninety Six Dollars ($33,246.0057,096.00) each upon the expiration of the twelfth (12th), ) month of the Term; (b) Fifty Nine Thousand Three Hundred Sixteen Dollars ($59,316.00) upon the expiration of the twenty-fourth (24th), ) month of the Term; (c) Sixty One Thousand Eight Hundred Fifty-Four Dollars ($61,854.00) upon the expiration of the thirty-sixth (36th), and ) month of the Term; and (d) Sixty Four Thousand Seventy-Four Dollars ($64,074.00) upon the expiration of the forty-eighth (48th) months month of the Term.

Letter of Credit. In addition to Simultaneously with the Security Deposit execution and as security hereunderdelivery of this Lease, Tenant shall deliver to LandlordLandlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in favor of Landlord in the amount Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Credit Amount ($166,229.00). Said letter of credit shall be as defined in Section 1.2) in the form attached hereto as Exhibit D or otherwise satisfactory in form and with the substance of Exhibit F attached hereto, content to Landlord and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable other FDIC insured bank reasonably satisfactory to Landlord. The 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 to Landlord, the letter of credit shall either: (i) be issued with a fixed expiration date held to ensure the full and timely performance of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of Tenant’s obligations under this Lease. In ; which letter of credit may, following a default by Tenant beyond any applicable notice period, be drawn upon by Landlord and applied from time to time against outstanding obligations of Tenant hereunder without further notice or demand; provided, however, if any such notice is prohibited, stayed or barred by applicable law without obtaining court, trustee or other party’s approval (e.g., the automatic stay in the event of a bankruptcy), no notice shall be required for Landlord to draw upon the letter of credit is issued with an annual renewal obligation credit. Tenant shall have no right to require Landlord to so draw and apply the letter of credit, nor shall Tenant be entitled to credit is not renewed by the issuing financial institution on same against rents or before twenty (20) 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 then-scheduled expiration date of expiration of same. Without limiting any other remedies of Landlord, in the event that Tenant fails to renew any letter of creditcredit given hereunder at least 30 days prior to the date of expiration thereof, then Landlord shall have the right to draw down the full entire amount of such said letter of credit and to hold such amount sums as part of the Security Deposit pursuant to Section 4.3 of this Leasea cash deposit. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 If and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate extent that Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if makes such amount cannot be readily determined by Landlord, then the full amount use of the letter of credit can be drawn credit, or any part thereof, the sum so applied by Landlord pending determination (from cash or from a drawing on the letter of said amountcredit) shall be restored or replenished by delivery of a new letter of credit or additional letter of credit equal to the difference) by Tenant upon notice from Landlord, and failure to so restore or replenish (within the grace period applicable to Fixed Rent hereunder) shall be a default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in the payment of rent. In the event of a change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise reasonably believes the financial conditions of the issuing bank has been degraded, Landlord reserves the right to require Tenant to replace the letter of credit from time to time with a substitute similar letter of credit issued by another bank satisfactory to Landlord. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s(i) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at beyond any time been more than five (5) days late more than once during the applicable previous twelve (12)-month grace period with respect to under any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter terms and conditions of credit this Lease; and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration not less than 40,348 rentable square feet of the twelfth Premises (12thexcluding the Basement Space), twenty-fourth (24th)the Letter of Credit Amount shall be reduced, thirty-sixth (36th)upon Tenant’s written request, and forty-eighth (48th) months to $231,980.00 at the end of the Termseventh (7th) full Lease Year.

Letter of Credit. In addition to lieu of a cash deposit by Tenant for the Security Deposit and as security hereunderDeposit, Tenant shall deliver to Landlordmay deposit with Landlord a clean, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by and unconditional standby letter of credit issued by and drawn upon any commercial bank reasonably acceptable to Landlord with offices for banking purposes in the amount City of One New York and having a net worth of not less than Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars Million ($166,229.00). Said 500,000,000) Dollars, which letter of credit shall be in the form annexed hereto as Exhibit 7, or in another form satisfactory to Landlord (the "Letter of Credit") and with in the substance amount of Exhibit F attached heretothe Security Deposit set forth in Article 1 hereof. In addition, the Letter of Credit shall provide that it is assignable by Landlord without charge and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: either (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that expire on the date which is sixty (60) days after the Expiration Date of the Term expiration or earlier termination of this LeaseLease (the ALC Date@) or (ii) be automatically self-renewing until the LC Date. In the event the letter of credit At any time that Tenant is issued with an annual renewal obligation in default under this Lease beyond any applicable notice and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of creditgrace period, then Landlord shall have the right to draw down the full credit to the extent of the default and apply the proceeds or any part thereof in accordance with the provisions of this Article 32. Landlord shall also have the right to draw down the entire amount of such letter the credit in the event that Landlord fails to receive a replacement Letter of credit and Credit on or prior to hold such amount as part the thirtieth (30th) day preceding the expiration date thereof or if Tenant holds over in the Premises without the consent of Landlord more than thirty (30) days after the Security Deposit pursuant to Section 4.3 expiration or earlier termination of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, If Landlord shall be entitled to draw upon said letter have drawn down the Letter of credit by Credit and applied all or a portion thereof in accordance with the issuance terms of Landlord’s sole written demand to the issuing financial institution. Such draw this Article 32, then Tenant shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by deposit with Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days business days' after written demand notice from Landlord, either a sufficient amount of cash to bring the balance of the cash held by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions Article 32 to the principal amount of the letter Security Deposit or a replacement Letter of credit in Credit. The failure by Tenant to deposit such additional amount within the amount foregoing time period shall be deemed a material default pursuant to Article 17 of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termthis Lease.

Letter of Credit. In addition On or before the date Landlord closes the Construction Loan, Landlord shall provide to the Security Deposit and Tenant, as security hereunderfor the payment of the Inducement Allowance, Tenant shall deliver to Landlordthe Moving Allowance, concurrently with Tenant’s execution of this Leasethe Termination Fee and the Late Delivery Amount, as the case may be, an irrevocable stand-by letter letter(s) of credit credit, in substantially the form of Exhibit K attached hereto and made a part hereof, in the aggregate amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Ten Million Dollars ($166,229.00)10,000,000) issued by SunTrust Bank, U.S. Bank or such other bank selected by Landlord. Said letter Such letter(s) of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed provide for an expiration date at least one year from the date of December 31its issuance; provided, 2005however, or if Tenant, at least thirty (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (2030) days prior to the current expiration date, does not receive written confirmation from the issuing bank that the letter(s) of credit has been renewed for an additional year (or the bank provides notice of non-renewal), or if for any reason it not renewed on or before thirty (30) days prior to its then current expiration date, then-scheduled expiration date of the letter , unless Landlord otherwise provides a substitute letter(s) of credit, then Landlord Tenant shall have the unconditional right to draw upon the full amount of such letter letter(s) of credit and to hold such amount as part the extent of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any unpaid portion of the letter Inducement Allowance, the Moving Allowance, Termination Fee and the Late Delivery Amount, as the case may be. In all events, Tenant’s right to draw on any such letter(s) of credit shall terminate upon payment in full of the Inducement Allowance, the Moving Allowance and (if applicable) the Termination Fee or the Late Delivery Amount and Tenant shall promptly return the letter(s) of credit to Landlord. Such letter(s) of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has security for and not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount limitation of the letter of credit in Landlord’s obligation to pay the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars Inducement Allowance, the Moving Allowance and ($33,246.00if applicable) each upon the expiration of Termination Fee or the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermLate Delivery Amount.

Letter of Credit. In addition to (a) Within five (5) days after the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution date of this Lease, an irrevocable stand-Tenant will deliver to Landlord a Letter of Credit issued by letter of credit a bank reasonable acceptable to Landlord (the “Bank”) in the amount of Eighty One Thousand Seven Hundred Sixty Six Thousand Fifty Two Hundred Twenty-Nine Dollars and Fifty Two Cents ($166,229.0081,752.52), (the “LOC Amount”), as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease, including but not limited to Base Rent, Additional Rent, and all other sums owed under the Lease, provided, however, that neither the Letter of Credit nor any Letter of Credit proceeds therefrom will be deemed an advance rent deposit or an advance payment of any other kind, or a measure or limitation of Landlord’s damages or constitute a bar or defense to any of the Landlord’s other remedies under this Lease or at Law upon Tenant’s default. The Letter of Credit will be maintained in effect from the date of this Lease through ninety (90) days after the expiration or earlier termination of the Term. On or prior to the expiration of such ninety (90) day period, Xxxxxxxx will return to Tenant the Letter of Credit (unless presented for payment as provided herein) and any Letter of Credit proceeds then held by Landlord (other than those held for application by Landlord as provided herein, including application to cure any failure by Tenant to restore the Premises as required by this Lease upon the surrender of the Premises). Said letter In no event will any such return be construed as an admission by Landlord that Xxxxxx has performed all of credit shall its obligations pursuant to the Lease. Landlord will not be in form required to segregate the Letter of Credit proceeds from its other funds and no interest will accrue or be payable to Tenant with respect thereto. Landlord may (but is not required to) draw upon the substance Letter of Exhibit F attached hereto, Credit and issued by Silicon Valley Bank use the Letter of Credit proceeds or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: any portion thereof (i) be issued with a fixed expiration date to cure any Event of December 31, 2005Default by Tenant which continues beyond the period of notice and opportunity to cure provided in this Lease, or (ii) to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder following expiration of the notice period provided in this Lease; or (iii) to provide additional security in the event the Letter of Credit has not been replaced at least ten (10) days before expiration of its term. Use of the Letter of Credit proceeds will not constitute a bar or defense to any of Landlord’s other remedies under this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant will immediately deliver to Landlord an amendment to the Letter of Credit or a replacement thereof in an amount equal to one hundred percent (100%) of the LOC Amount. Tenant’s failure to deliver such amendment or replacement to Landlord within five (5) days of Landlord’s notice will constitute an Event of Default hereunder. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, nor any purchaser at any judicial or private foreclosure sale of the Project or any portion thereof will be responsible to Tenant for such Letter of Credit or any Letter of Credit proceeds unless such lessor, holder or purchaser has actually received the Letter of Credit or Letter of Credit proceeds. (b) The Letter of Credit will be issued on an annual basis, and maintained in full force and effect for the entire Term of the Lease, and must provide: (i) that Landlord may make partial and multiple draws thereunder, up to the face amount thereof; (ii) that Landlord may draw upon the Letter of Credit up to the full amount thereof, as determined by Landlord, and the Bank will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Xxxxxxxx and accompanied by a Landlord’s certificate as provided for in the Letter of Credit. In the event Landlord assigns or other transfers its interest in this Lease, the Letter of Credit will be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the Bank will confirm the same to Landlord and such assignee or transferee. In the event that the Bank fails to notify Landlord that the Letter of Credit will not be renewed and Tenant has not delivered to Landlord, at least thirty (30) days prior to the relevant renewal date, a replacement Letter of Credit meeting the requirements set forth herein, then Landlord will be entitled to draw on the Letter of Credit as provided above, and will hold and apply the proceeds of such draw pursuant to this Section 31 of this Lease. (c) Xxxxxxxx’s draw upon the Letter of Credit Proceeds are in addition to any rights it has to draw upon any Security Deposit in this Lease. Furthermore, in addition to the reasons set forth above, Landlord may draw upon and execute on the Letter of Credit upon the occurrence of an Event of Default pursuant to Section 18 of the Lease in order to recover unamortized brokers commissions, unamortized Tenant Improvement costs, and any free Rent or other concessions offered to Tenant. Tenant’s failure to deliver, maintain, or renew the Letter of Credit pursuant to the obligations of this Section 31 will be deemed an Event of Default. (d) Provided that not more than two (2) uncured Events of Default (or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default) have occurred during the Term on the part of Tenant, the Tenant shall provide have the right to reduce Letter of Credit to Forty Thousand Eight Hundred Seventy Six Dollars and Twenty Six Cents ($40,876.26) upon expiration of the fifth (5th) full calendar month of the Term. Notwithstanding the foregoing, if at any time after a reduction of the Letter of Credit as provided in this Section 31, Tenant shall fail to pay any amount due hereunder and such failure shall not be cured within five (5) days following notice thereof to Tenant by Landlord, Tenant shall, without further demand or request on the part of Landlord, increase the Letter of Credit to Eighty One Thousand Seven Hundred Fifty Two Dollars and Fifty Two Cents ($81,752.52), as a condition to thereafter curing such Event of Default. Any failure to so increase the Letter of Credit as required hereunder following the occurrence of an Event of Default on the part of Tenant shall constitute a separate non-curable Event of Default. Furthermore, upon and following any Event of Default on the part of Tenant hereunder, whether or not cured by Xxxxxx, Tenant shall have no right thereafter to reduce the Letter of Credit as may otherwise be provided in Section 31. (e) In the event of a draw on the Letter of Credit, any proceeds thereof to the extent not otherwise utilized by Landlord as provided hereunder, shall be returned to the drawing Bank if the Letter of Credit is still in effect, or if the Letter of Credit is not then in effect or shall by its terms expire within ninety (90) days after such draw, the funds shall be held by Landlord as a security deposit hereunder (the “Security Deposit”). If applicable, the Security Deposit will be held by Landlord as security for automatic annual renewals through the faithful performance by Tenant of all of the provisions of this Lease to be performed or observed by Xxxxxx. If Tenant fails to pay any Rent due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may at its option, and without prejudice to any other remedy it has, apply or retain all or any portion of the Security Deposit for the payment of any Rent in default or the payment of any other sum to which Landlord may become obligated by Tenant’s default, or to compensate Landlord for any loss or damage recoverable under the Lease which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Security Deposit, then within ten (10) days after written demand therefore, Tenant will deposit cash, or a replacement or amended Letter of Credit with Landlord in an amount sufficient to restore the Security Deposit to the full amount thereof. Tenant’s failure to restore the Security Deposit will constitute an Event of Default on the part of Tenant. Landlord’s application or retention of the Security Deposit will not constitute a waiver of Tenant’s default to the extent that date which is sixty the Security Deposit does not fully compensate Landlord for all losses or damages incurred by Landlord in connection with such default and will not prejudice any other rights or remedies available to Landlord under this Lease or by law. Landlord will not be required to keep the Security Deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations pursuant to this Lease, the Security Deposit or so much of the Security Deposit as has not been applied by Landlord, will be returned, without payment of interest or any other increment for its use, to Tenant (60or, at Landlord’s option, to the last assignee, if any, of Xxxxxx’s interest hereunder) within forty-five (45) days after the Expiration Date latter of: (i) expiration of the Term of this Lease; or (ii) vacation of the Premises by Xxxxxx. In the event the letter of credit No trust relationship is issued created between Landlord and Tenant with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior respect to the then-scheduled expiration date of the letter of credit, then Security Deposit. Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of will deliver the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent the purchaser or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance assignee of Landlord’s sole written demand interest in the Premises and thereupon Landlord will be discharged from any further liability with respect to the issuing financial institutionSecurity Deposit. Such draw shall be in an amount Landlord and Tenant agree that Landlord may claim those sums reasonably necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined any other foreseeable or unforeseeable loss or damage caused by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount act or omission of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant or Tenant’s default (as determined pursuant officers, agents, employees, independent contactors, licensees, invitees or others coming into the Project, Building, or the Premises with the express or implied consent of Tenant or otherwise. Xxxxxx agrees and acknowledges that no interest will be paid to Tenant on the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermSecurity Deposit.

Letter of Credit. In addition to the Security Deposit and as security hereunder(a) On or before April 1, 2014, Tenant shall deliver to Landlord, concurrently with Tenant’s execution as additional security for the obligations of Tenant under this Lease, an irrevocable stand-by and transferable letter of credit issued by a bank acceptable to Landlord, in Landlord’s sole discretion (“Issuer”), in favor of Landlord, in the initial amount of One Two Million Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.002,500,000.00) (the “Letter of Credit”). Said letter The Letter of credit Credit shall be in a form acceptable to Landlord in its sole discretion. Tenant shall maintain the Letter of Credit in favor of Landlord throughout the Term of the Lease. (b) In the event that Tenant shall fail to deliver the Letter of Credit to Landlord by the date set forth above, such failure shall be an Event of Default hereunder (subject to the notice and with the substance of Exhibit F attached heretocure periods set forth in Section 21.1(a) hereof, and issued Landlord shall be entitled to terminate this Lease by Silicon Valley Bank or written notice to Tenant, and retain the Security Deposit paid by another financial institution located Tenant as partial compensation for such failure, in Orange County and which is acceptable addition to any other remedies available to Landlord. (c) The term of the original Letter of Credit required hereunder shall commence as of the date of delivery thereof to Landlord and shall expire no earlier than one (1) year thereafter. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31the Letter of Credit shall be clearly stated on its face by month, 2005, or (ii) day and year. The Letter of Credit shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date be payable in immediately available funds in U.S. Dollars upon presentation by Landlord to Issuer of the Term original of the Letter of Credit when accompanied by a certificate from Landlord confirming that Landlord is entitled to payment pursuant to the terms of this Lease. (d) The Letter of Credit shall be irrevocable for the term thereof and shall provide that it will be automatically renewed for successive periods of one (1) year each without any other action by Landlord or the Issuer. In The Issuer shall have the event the letter right not to renew such Letter of credit is issued with an annual renewal obligation and the letter of credit is Credit by giving written notice to Landlord not renewed by the issuing financial institution on or before twenty less than ninety (2090) days prior to the then-scheduled expiration date thereof. The privilege of the letter Issuer not to renew such Letter of creditCredit shall not relieve Tenant of the obligation to maintain the Letter of Credit with Landlord. If the Issuer notifies Landlord that the Letter of Credit will not be automatically renewed at the end of the then current term thereof, then Tenant, at least thirty (30) days prior to the expiration of the Letter of Credit, shall deliver to Landlord a new Letter of Credit or an endorsement to the existing Letter of Credit, and any other evidence reasonably required by Landlord evidencing that the Letter of Credit has been renewed or replaced for a period of at least one (1) year. If the Issuer gives notice that the Letter of Credit will not automatically renew, and Tenant shall have fail to renew or replace the right Letter of Credit with a replacement Letter of Credit on or before the deadline for such delivery, Landlord may present the Letter of Credit for payment and retain the proceeds thereof as an addition to the Security Deposit, in lieu of the Letter of Credit. (e) If Tenant fails to pay Rent or Additional Rent beyond any applicable notice and cure periods or otherwise commits an Event of Default under this Lease, Landlord may draw upon the Letter of Credit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (including attorney’s fees) which Landlord may suffer or incur by reason thereof. Landlord may draw upon the Letter of Credit on one or more occasions, and may make demand for less than the full amount of such letter the Letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this LeaseCredit. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodThereafter, Landlord shall be entitled to use, apply and retain the proceeds of such draw upon said letter or draws on a Letter of credit by Credit for the issuance payment of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount any one or more of the letter following: (1) any Rent, Additional Rent or other sums of credit can be drawn by money that Tenant may not have paid when due; and (2) reimbursement to Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any sum which Landlord may expend or be required to expend by reason of such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoingdefault, if the amount of including, without limitation, any such draw(s) shall ultimately exceed the amount of damages actually damage or deficiency incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion reletting of the letter Demised Premises. (f) Upon any drawing by Landlord of credit is drawn after a default by Tenantany amount under the Letter of Credit, Tenant shall promptly cause the Letter of Credit to be issued or reinstated for the full amount required hereunder. The failure of the Issuer to reissue or reinstate the stated amount of the Letter of Credit within five ten (510) business days after written demand by Landlord restore the letter such drawing shall constitute an Event of credit. Failure to so restore said letter of credit within said five (5) days shall be a default Default by Tenant under this Lease. Partial drawings upon said letter , without the necessity of credit shall be permitted. any notice from Landlord and without any grace period or cure rights. (g) In the event that Tenant has not been in default under Landlord shall sell or transfer the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect Demised Premises to any payments of rent due under the Lease, then upon the written request of Tenanta third party, Landlord shall authorize in writing consecutive reductions be entitled to assign the Letter of Credit and rights thereto to the principal purchaser. At the request of Landlord, Tenant shall cause the Issuer to reissue the Letter of Credit in the name of the purchaser. (h) On the first (1st), second (2nd), third (3rd) and fourth (4th) anniversary of the Rent Commencement Date, Tenant may reduce the amount of the letter Letter of credit in Credit by Five Hundred Thousand Dollars ($500,000.00) each time, so that as of the 4th anniversary, the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars (the Letter of Credit shall be $33,246.00) each upon 500,000.00. On such 4th anniversary, Tenant shall have the expiration right to deliver to Landlord the cash sum of $500,000.00 to be held as an addition to the twelfth (12th)Security Deposit, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months in lieu of continuing to maintain the TermLetter of Credit.

Letter of Credit. In addition to the Security Deposit and as security hereunderConcurrently upon Tenant’s execution of this Lease, Tenant shall deliver to Landlord, concurrently with Tenant’s execution as additional protection for Landlord to assure 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 stand-by and unconditional negotiable letter or letters of credit (collectively, the “Letter of Credit”), in the amount form attached hereto as Exhibit H and containing the terms required herein, running in favor of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and Landlord issued by Silicon Valley Bank (“Bank”) or such other bank reasonably approved by another financial institution located Landlord with a long term rating of BBB or higher (as rated by Xxxxx’x Investors Service or Standard & Poor’s), and under the supervision of the Superintendent of Banks of the State of California, in Orange County the initial amount, in the aggregate, of Six Hundred Three Thousand Two Hundred Fifty-One and which is acceptable 25/100 Dollars ($603,251.25) (“Stated Amount”); provided, however, that, except as hereinafter provided, upon the date specified below (“Adjustment Date”), the Stated Amount may be reduced to Landlord. The letter of credit shall eitherthe following amount: June 1, 2018 $ 301,625.62 However, if (i) be issued with a fixed expiration date of December 31, 2005default by Tenant occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute a default by Tenant, and Tenant has failed to cure such default within the time period permitted by Paragraph 25 or such lesser time as may remain before the Adjustment Date as provided above, the Stated Amount shall provide not thereafter be reduced unless and until such default shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall be (i) “callable” at sight, irrevocable and unconditional, (ii) subject to the terms of this Paragraph 45, maintained in effect, whether through renewal or extension, for automatic annual renewals through that the entire period from the date of execution of this Lease and continuing until the date (the “LC Expiration Date”) which is sixty one hundred twenty (60120) days after the Expiration Date expiration of the Term initial Lease Term, and Tenant shall deliver a new Letter of this Lease. In the event the letter Credit or certificate of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty extension to Landlord at least thirty (2030) days prior to the then-scheduled expiration date of the letter Letter of creditCredit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit shall be acceptable to Landlord, in Landlord’s sole discretion, and shall provide, among other things, in effect that: (A) Landlord, or its then Landlord managing agent, shall have the right to draw down an amount up to the full face amount of such letter the Letter of credit and Credit upon the presentation to hold the Bank of Landlord’s (or Landlord’s then managing agent’s) written statements that (1) such amount as part of is due to Landlord under the Security Deposit pursuant to Section 4.3 terms and conditions of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent (2) Tenant has filed a voluntary petition under the Federal Bankruptcy Code or to abide by (3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodmanaging agent is a limited liability company, Landlord corporation, partnership or other entity, then such statement shall be entitled to draw upon said letter signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); and (B) the Letter of credit Credit will be honored by the issuance of Landlord’s sole written demand Bank without inquiry as to the issuing financial institution. Such draw shall be in an amount necessary to cure accuracy thereof and regardless of whether the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if Tenant disputes the content of such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termstatement.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by standby letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Million Dollars ($166,229.001,000,000.00). Said letter of credit shall be in form and with the substance of Exhibit EXHIBIT F attached hereto, and issued by Silicon Valley Bank [Bank] or by another financial institution located in Orange County and which is reasonably acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default “Event of Default” by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodTenant (as defined in Section 14.1), Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such , which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant no Event of Default has not been in default under the Lease (beyond the expiration of any applicable cure period) occurred at any time during the Term hereof, and provided further that Tenant has not at any time been more than five ten (510) days late on more than once during the applicable previous twelve two (12)-month period 2) occasions with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Five Hundred Thousand Two Hundred Forty-Six Dollars ($33,246.00500,000.00) each upon the expiration of the twelfth (12th), twenty-fourth fifth (24th), 25th) and thirty-sixth seventh (36th), and forty-eighth (48th37th) months of the Term.

Letter of Credit. In addition to the Security Deposit and as security hereunder4.4.2.1 Within three (3) weeks after complete execution of this Lease, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide as protection for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount and faithful performance by Tenant of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by all its obligations under Sections 7.1 this Lease and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all losses and damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease suffer (or at law or in equity which Landlord reasonably estimates that it may suffer) as a result of the default, as a setoff for full any breach or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said , an irrevocable and unconditional negotiable clean standby letter of credit shall be permitted. In (the event that Tenant has not been “Letter of Credit”), in default under form and substance acceptable to Landlord in its sole discretion, containing the Lease terms required herein, payable in the City of Phoenix, Arizona, running in favor of Landlord and issued by Bank of America (beyond the expiration of any applicable cure period) at any time during the Term hereof“Bank”), and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars $100,000.00 ($33,246.00the “Letter of Credit Amount”). On or before the Commencement Date, Tenant shall provide to Landlord, for Landlord’s approval, a draft of the proposed form of the Letter of Credit. After Landlord approves the draft, Tenant shall provide to Landlord the original Letter of Credit by the deadline set forth above. The Letter of Credit shall (i) each upon be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through automatic renewal or extension, for the period from the Commencement Date and continuing until the date (the “LC Expiration Date”) that is one hundred twenty (120) days after the expiration of the twelfth Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (12th60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), twentyInternational Chamber of Commerce Publication #500, or the International Standby Practices-fourth (24th)ISP 98, thirty-sixth (36th)International Chamber of Commerce Publication #590. In addition to the foregoing, the form and forty-eighth (48th) months terms of the Term.Letter of Credit shall be acceptable to Landlord, in Landlord’s sole discretion. Landlord, or its then managing agent, shall have

Letter of Credit. In addition to Also on the Security Deposit and as security hereunderEffective Date, Tenant Assignee shall deliver to LandlordSublessor an unconditional, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit ("LC") in favor of Sublessor in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank 200,000.00 from a bank or by another other financial institution located and in Orange County and which is a form reasonably acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the defaultSublessor. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofterm of the Sublease, as extended, any item constituting rent under the Sublease, or any other sum payable by Assignee to Sublessor thereunder, shall be overdue and unpaid, beyond applicable notice and cure periods, then Sublessor may, at its sole option, draw down or make a claim or demand for draw against the LC (or, at the election of Sublessor, against the Assignee's Security Deposit), an amount equal to the overdue and unpaid amount, together with Sublessor's actual and reasonable expenses incurred in connection with the default, and provided further apply such sum to payment of such overdue rent or other sum. The LC shall provide that Tenant any draw thereunder shall be accompanied by a certificate of an officer of Sublessor stating that Assignee is in default under the Sublease beyond applicable notice and cure periods, if any, and that Sublessor or its authorized agent is entitled to draw down on the LC the amount requested pursuant to the terms of the Sublease. If all or any portion of the LC is drawn down by Sublessor to pay overdue rent or other sums due and payable by Assignee, then Assignee shall, within ten (10) days after the receipt of written demand from Sublessor, promptly remit to Sublessor a sufficient amount in cash or an additional letter of credit to restore Sublessor's security to the original amount of the LC. If all or any portion of the Assignee's Security Deposit is charged against by Sublessor to pay overdue rent or other sums due and payable by Assignee, then Assignee shall, within ten (10) days after receipt of written demand from Sublessor, promptly remit to Sublessor a sufficient amount in cash to restore the Assignee's Security Deposit to the original amount thereof. Any failure on the part of Assignee to restore the LC or the Assignee's Security Deposit as set forth in this Paragraph shall constitute a default by Assignee pursuant to the Sublease. Notwithstanding anything to the contrary contained in this Paragraph, if Assignee has not at any time been more in default, beyond applicable notice and cure periods, under the Sublease for the first twelve (12) months following the Effective Date, the LC shall be returned by Sublessor to Assignee not later than five (5) business days late more than once during after the applicable previous last day of such twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)period, and forty-eighth (48th) months Assignee's obligation to provide the LC shall be terminated as of the Termsuch date and of no further force or effect.

Letter of Credit. In addition to the Security Deposit and as security hereunderTenant, Tenant shall deliver to Landlord, concurrently with Tenant’s within ten (10) days of its execution of this Lease, an irrevocable stand-by shall provide Landlord a standby, irrevocable, “clean” letter of credit in form and substance satisfactory to Landlord and from a bank acceptable to Landlord (the amount “Letter of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00Credit”). Said letter The Letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) Credit must be issued with in a fixed expiration date “evergreen” form on a year to year basis provided that the last year of December 31, 2005, or the term of the Letter of Credit shall in no event expire earlier then thirty (ii) shall provide for automatic annual renewals through that date which is sixty (6030) days after the Expiration Date Date. The Letter of Credit shall also specify that the issuing bank shall provide Landlord with a minimum of thirty (30) days prior notice before any decision by such issuing bank to not renew the Letter of Credit. Any failure of the issuing bank to not renew the Letter of Credit shall constitute a default under this Lease and permit Landlord to draw upon the Letter of Credit in its full amount. During the first two lease years the Letter of Credit shall be in the amount of $176,751. During the third and fourth lease years the Letter of Credit shall be in the amount of $88,375 and thereafter for the balance of the Term of this Lease (including the Renewal Term as hereinafter defined) the Letter of Credit shall be in the amount of $18,933. The Letter of Credit shall be retained by Landlord as security for the payment by Tenant of the rent herein agreed to be paid and for the faithful performance of the covenants contained in this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date If at any time Tenant shall be in default under any of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 provisions of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled entitled, at its sole discretion to draw upon said letter the Letter of credit by Credit (i) to pay for (A) any rent for the issuance payment of Landlord’s sole written demand to the issuing financial institution. Such draw which Tenant shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages as aforesaid, (B) any expense incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of curing any such draw shall be determined default, and/or (C) any other sums due to Landlord in Landlord’s sole and absolute discretion as provided in connection with such default or the foregoingcuring thereof, if the amount of including, without limitation, any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as by reason of such default; or (ii) in liquidation of all or part of the result damages suffered by Landlord by reason of Tenant’s default (as determined such default. To the extent not previously drawn upon pursuant to this Article 34 the applicable provisions Letter of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw Credit shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, returned to Tenant shall within five thirty (530) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond following the expiration of any applicable cure period) at any time during the Term hereof, this Lease and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount surrender of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars entire Premises to Landlord. ($33,246.00) each upon the expiration of the twelfth (12thiii), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Term.

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by standby letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Fifty Thousand Dollars ($166,229.00250,000.00). Said letter of credit shall be in form and with the substance of Exhibit EXHIBIT F attached hereto, and issued by Silicon Valley Bank or by another a financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default “Event of Default” by TenantTenant (as hereinafter defined), including specifically or Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure periodof this Lease, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such , which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In Provided that: (a) no Event of Default has occurred under any provision of this Lease during the event Term, and (b) Tenant shall demonstrate to Landlord’s satisfaction that Tenant has not been raised at least Twenty-Five Million Dollars ($25,000,000.00) in default under the Lease (beyond the expiration equity through one or more public or private offerings of any applicable cure period) at any time during the Term hereofcommon and or preferred stock in Tenant, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Leasethen, then upon promptly following the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount a full exoneration and release of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcredit.

Letter of Credit. In addition to The form of the Security Deposit and as security hereunder, Tenant deposit under this Lease shall deliver be an Irrevocable Standby Letter of Credit (the “Letter of Credit”) which shall (1) be addressed to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall 2) be in a form and with the substance of Exhibit F attached heretoreasonably acceptable to Landlord, and (3) be issued by Silicon Valley Bank or by another a federally insured financial institution located in Orange County and which is acceptable to Landlord in Landlord’s sole discretion, with minimum assets of Ten Billion Dollars ($10,000,000,000.00) (the “Minimum Assets”), upon which presentment may be made in the City of San Francisco, California, (4) be in an amount equal to $215,633.65 (the “Minimum Amount”), (5) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier than sixty (60) days after the scheduled Term expiration date (as the same may be extended) or in the alternative, have a term of not less than one (1) year and be automatically renewable for additional one (1) year periods unless, on or before the date sixty (60) days prior to the expiration of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord to the assignee without charge to Landlord or approval of the issuer. The letter Letter of credit Credit shall either: provide for same day payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that the requested sum is due and payable from Tenant and Xxxxxx has failed to pay, and with no other conditions. (i) be issued with a fixed expiration date of December 31Tenant shall, 2005, on or (ii) shall provide for automatic annual renewals through that before the date which is sixty (60) days after prior to the Expiration Date expiration of the Term Letter of this LeaseCredit, deliver to Landlord a new Letter of Credit satisfying the foregoing requirements in lieu of the Letter of Credit then being held by Landlord. In If the event the letter issuer of credit is issued with an annual renewal obligation and the letter such existing or new Letter of credit is Credit provides notice of its election to not renewed by the issuing financial institution renew such Letter of Credit for any additional period, Tenant shall be required to deliver a new Letter of Credit on or before twenty the date which is sixty (2060) days prior to the then-scheduled expiration date of the letter term of creditthe Letter of Credit then being held by Landlord. If neither a new Letter of Credit nor a renewal of the Letter of Credit is timely delivered to Landlord, then Landlord may (without prejudicing any other right or remedy available to Landlord) draw down the entire Letter of Credit and, until Xxxxxx delivers to Landlord the new Letter of Credit as required by this paragraph, hold the drawn cash in accordance with the terms of Section 6(a) above. (ii) The Letter of Credit shall be replaced by a new Letter of Credit if the issuing financial institution: (a) has assets which fall below the Minimum Assets; (b) enters into any form of regulatory or governmental proceeding, including without limitation any receivership instituted or commenced by the Federal Deposit Insurance Corporation (the “FDIC”); (c) is otherwise declared insolvent, is downgraded by the FDIC, is determined to be less than well capitalized by the appropriate Federal banking agency under the prompt corrective action rules of the FDIC, or closes for any reason; (d) is removed from Landlord’s list of approved financial institutions, in Landlord’s sole discretion; or (e) in any manner communicates (including without limitation communications sent by or on behalf of the FDIC) its unwillingness to honor the terms of the Letter of Credit. If Xxxxxx fails to deliver to Landlord the replacement Letter of Credit within ten (10) Business Days following Landlord’s written demand for same, Landlord shall be entitled to draw down the entire Letter of Credit and, until Xxxxxx delivers to Landlord the replacement Letter of Credit as required by this paragraph, hold the drawn cash in accordance with the terms of Section 6(b) above. (iii) In the event that Tenant is in default under the terms and provisions of the Lease, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant: (1) to make a partial draw upon said Letter of Credit (and/or Additional Letter of Credit, as defined below, as the case may be) (a) in an amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, and Landlord exercises any rights and remedies Landlord may have on account of such default, in an amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability on account thereof; or (2) to draw down the entire amount of such Letter of Credit (and/or Additional Letter of Credit) at such time; and any such amounts received by Landlord shall be held by Landlord (and need not be segregated or accrue interest unless otherwise required by Law) and applied in accordance with this Lease. (iv) Following a draw by Landlord on the Letter of Credit, at Xxxxxxxx’s election the Letter of Credit shall: (a) be replaced by Tenant within ten (10) Business Days after written notice from Landlord by a new Letter of Credit in the Minimum Amount, in which event the Letter of Credit then held by Landlord shall be terminated; or (b) be augmented by Tenant within five (5) Business Days after written notice from Landlord by an additional Letter of Credit in the amount of a partial draw (the “Additional Letter of Credit”) subject to the requirements set forth above, in which event the Letter of Credit then held by Landlord and the Additional Letter of Credit shall both be held by Landlord. (v) In addition, in the event of a termination based upon the default of Tenant under the Lease, or a rejection of the Lease pursuant to the provisions of the Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit and/or the Additional Letter of Credit (from time to time, if necessary) to cover the full amount of such letter of credit damages and other amounts due from Tenant to hold such amount as part Landlord under the Lease. Any amounts so drawn shall, at Xxxxxxxx’s election, be applied first to any unpaid rent and other charges which were due prior to the filing of the Security Deposit pursuant petition for protection under the Federal Bankruptcy Code. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to Section 4.3 of this Tenant’s default under the Lease. Upon Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any default attempt by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said Letter of Credit (and/or Additional Letter of Credit) including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from making such draw. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies Landlord may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach (including without limitation recovery of Landlord’s reasonable attorneys’ fees and court costs). (vi) Without limiting the import of the preceding paragraphs, Xxxxxx agrees that in the event that Xxxxxx fails timely to deliver to Landlord a replacement letter of credit when required hereunder, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down the entire Letter of Credit (and/or Additional Letter(s) of Credit) and to hold the proceeds thereof in accordance with the terms of Section 6(a) above. (vii) Upon request of Landlord or any (prospective) purchaser or mortgagee of the Building, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the amended or new Letter of Credit reflects the name of the new owner and/or mortgagee of the Building. (viii) To the extent that Xxxxxxxx has not previously drawn upon any Letter of Credit or Additional Letter of Credit held by Xxxxxxxx, and to the issuance extent that Tenant is not otherwise in default of Landlordits obligations under the Lease as of the expiration date of the Lease, Landlord shall return such Letter(s) of Credit to Tenant promptly following the expiration of the Term of the Lease. (ix) In no event shall the proceeds of any Letter of Credit be deemed to be a prepayment of rent nor shall it be considered as a measure of liquidated damages. (x) For the avoidance of doubt, Landlord and Tenant (a) agree that the Letter of Credit shall in no event be deemed or treated as a “security deposit” under any Law applicable to security deposits in the commercial context, (b) further acknowledge and agree that the Letter of Credit is not intended to serve as a security deposit and the Laws applicable to security deposits shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now have or, in the future will have, relating to or arising from the Laws applicable to security deposits. (xi) Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert) any right to claim or obtain in connection with the Letter of Credit a temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain or restrict the presentment of sight drafts drawn under any Letter of Credit or the issuing bank’s honoring or payment of sight draft(s). Xxxxxx’s sole written demand to remedy in connection with the issuing financial institution. Such draw improper presentment or payment of sight drafts drawn under any Letter of Credit shall be in an amount necessary the right to cure the default in question and to compensate obtain from Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount a refund of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate and reasonable actual out-of-pocket attorneys’ fees. Tenant acknowledges that the presentment of sight drafts drawn under any Letter of Credit, or the issuing bank’s payment of sight drafts drawn under such draw shall Letter of Credit, could not under any circumstances cause Tenant injury that could not be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount remedied by an award of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofmoney damages, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments recovery of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termmoney damages would be an adequate remedy therefor.

Letter of Credit. In addition to At such time as Landlord acquires the Security Deposit Land and as security hereunderthe Credit Termination Right expires or is waived by Landlord, Tenant shall deliver to LandlordLandlord an unconditional, concurrently with Tenant’s execution of this Leaseirrevocable, an irrevocable stand-by transferable letter of credit credit, in the amount of One Seven Million Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.007,500,000). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank of America NT & SA, or by another financial institution located in Orange County and which is reasonably acceptable to Landlord. The letter , in the form attached hereto as Exhibit ”M”, with an original term of credit shall either: (i) be issued with a fixed expiration date no less than one year and automatic extensions through the end of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is the Term of this Lease and sixty (60) days thereafter (the “Letter of Credit”). Tenant shall keep the Letter of Credit,’ at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date of the Term 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 to maintain the Letter of Credit, and Tenant’s payment obligations with respect to Tenant Modifications (as defined in the Work Letter) being made by Change Order to Landlord’s construction contract. In The Letter of Credit shall provide thirty (30) days’ prior written notice to Landlord of cancellation or material change thereof, and shall further provide that, in the event of any nonextension of the letter Letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty Credit at least thirty (2030) days prior to its expiration, the then-scheduled expiration date of the letter of creditentire face amount shall be payable to Landlord, then and Landlord shall have hold any funds so obtained as the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of security deposit required under this Lease. Upon Such funds so obtained by Landlord, or any unused portion thereof, shall be returned to Tenant upon replacement of the Letter of Credit. If Landlord uses any portion of any cash security deposit to cure any default by TenantTenant hereunder, including specifically Tenant shall replenish the security deposit to the original amount within ten (10) days of notice from Landlord. Tenant’s failure to pay rent or to abide by do so shall become a material default under this Lease. Landlord shall keep any cash security funds separate from its obligations under Sections 7.1 general funds, and 15.3 below and shall invest such cash security at Tenant’s failure reasonable direction, and any interest actually earned by Landlord on such cash security shall be paid to cure 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 same within any applicable cure periodsubject of an Insolvency. Proceeding, Landlord may present its written demand for payment of the entire face amount of the Letter of Credit and the funds so obtained shall be entitled to draw upon said letter of credit by the issuance of paid to, or as otherwise directed by, Landlord’s sole written demand . Landlord may retain such funds to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and extent required to compensate Landlord for all damages incurred therebyincurred, or to reimburse Landlord as determined by Landlord provided herein, in its sole and absolute discretionconnection with any such default, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw remaining funds shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity held as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termcash security deposit.

Letter of Credit. In addition (a) Simultaneously with its execution and delivery of this Lease to the Security Deposit and as security hereunderLandlord, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, Landlord an irrevocable stand-by and unconditional letter of credit in (the amount "Letter of One Hundred Sixty Six Thousand Two Hundred TwentyCredit"), which is transferable to Landlord's successor(s)-in-Nine Dollars ($166,229.00). Said letter interest as owner(s) of credit shall be the Building, issued by an institutional lender acceptable to Landlord and otherwise in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable content satisfactory to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 for the faithful performance and observance by Tenant of all of the terms, provisions and conditions of this Lease. (b) The Letter of Credit shall remain in effect until May 31, 1995. Upon any default by TenantIf the expiry date of the Letter of Credit is sooner than May 31, including specifically Tenant’s failure 1995, Tenant shall renew or replace the Letter of Credit at least thirty (30) days prior to pay rent its expiry date. If Tenant fails to so renew or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure replace the same Letter of Credit within any applicable cure such time period, Landlord Tenant shall be entitled deemed to be in default under this Lease, without any notice or opportunity to cure. (c) The Letter of Credit shall be in the face amount of Sixty-Five Thousand Dollars ($65,000.00). So long as the Letter of Credit has not been drawn upon, the face amount of the Letter of Credit shall reduce to Thirty-Five Thousand Dollars ($35,000.00) on June 1, 1994. (d) Although Landlord hereby agrees that it may only draw upon said letter the Letter of credit Credit if Tenant is in default under this Lease, the Letter of Credit shall, on its face, provide that Landlord may draw upon the Letter of Credit by the issuance of Landlord’s sole written demand presenting appropriate identification to the issuing financial institutionbank and requesting a draw. Such draw In the event Landlord draws upon the Letter of Credit, Tenant shall reinstate the Letter of Credit to its full face amount within fifteen (15) days of such draw. If Tenant fails to so reinstate the Letter of Credit within such 15-day period, Tenant shall be deemed to be in an amount necessary default under this Lease, without any notice or opportunity to cure the default cure. (e) Tenant may at any time deliver to Landlord cash in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter Letter of credit can be drawn by Landlord pending determination of said amountCredit. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any deposit such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or cash in equity as a result of the defaultan interest- bearing account, as a setoff for full or partial compensation with interest accruing for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request benefit of Tenant, Landlord shall authorize in writing consecutive reductions and return to Tenant the principal amount Letter of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the TermCredit.

Letter of Credit. In addition From and after the date hereof until the date (the “Release Date”) the Indemnitors pay the Escrowed Amount in cash to the Security Deposit and as security hereunderEscrow Account in accordance with Section 4.1 (or the date an Early Payment is made) if a Change of Control of WABCO should occur, Tenant then, upon the demand of ASD, WABCO (or any such successor) shall deliver be required to Landlord, concurrently with Tenant’s execution of this Lease, an irrevocable stand-by post a letter of credit or similar security obligation reasonably acceptable to ASD in respect of the Indemnifiable Losses under this Agreement in an amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars equal to $880,000,000 USD ($166,229.00). Said letter of credit which amount shall be in form and with converted to EURO at the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of time such letter of credit and or similar security obligation is required to hold be posted, based on the prevailing exchange rate at the close of business on the second Business Day immediately prior to such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said time such letter of credit by or similar security obligation is required to be posted) or, if an Initial Decision has been rendered, such other amount as may be specified in the issuance Initial Decision; provided, however, in the event of Landlorda Change of Control of WABCO, with ASD’s sole prior written demand to the issuing financial institution. Such draw shall consent (which may be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord withheld in its sole and absolute discretion, and if ) in lieu of WABCO posting such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can or similar security obligation, the Person acquiring WABCO may provide to ASD and the other Indemnitees a full, unconditional and irrevocable guarantee of the Indemnitors obligations hereunder. In the event of a Change of Control of WABCO, such letter of credit, similar security obligation or guarantee, as applicable, shall be drawn by Landlord pending determination posted or delivered at or prior to the consummation of said amountsuch Change of Control. Notwithstanding For the foregoingavoidance of doubt, while the amount posting of such a letter of credit, similar security obligation or guarantee, as applicable, shall in no event relieve the Indemnitors (or their respective successors) with respect to any Indemnifiable Losses under this Agreement, and shall not result in a cap on the Indemnitors’ (or any respective successors) Indemnifiable Losses with respect thereto. The letter of credit or similar security obligation shall provide that, without any further action on the part of any such draw Indemnitor, funds thereunder shall be determined in Landlord’s sole and absolute discretion as provided in released to ASD (or, at the foregoingdirection of ASD, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions Indemnitee) upon such time as ASD provides a written instruction to the applicable bank or other issuer of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure , that any such Indemnitee is entitled to so restore said letter of credit within said five (5) days shall be a default by Tenant reimbursed for Indemnifiable Losses under this LeaseAgreement. Partial drawings upon said Upon such payment in full to the Indemnitees, the letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termterminated.

Letter of Credit. In addition to the Security Deposit and as security hereunder(a) By no later than October 12, Tenant 1999, Sublessee shall deliver to LandlordSublessor an unconditional, concurrently with Tenant’s execution of this Leaseirrevocable, an irrevocable stand-by transferable and negotiable standby letter of credit (the "L/C") in the an amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars equal to $110,000.00 ($166,229.00"Face Amount"). Said letter of credit shall be , issued by a bank or trust company ("Issuer") and in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is content acceptable to LandlordSublessor, in its sole and absolute discretion, as additional security for the performance of Sublessee's obligations under the Sublease. The letter of credit L/C shall either: be maintained throughout the period from the date it is required to be delivered to Sublessor through thirty (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (6030) days after the Expiration Date end of the Term or earlier termination of this Leasethe Sublease. In An L/C in the event form attached hereto as Schedule I is ---------- hereby approved by Sublessor. The L/C shall name Sublessor as beneficiary thereunder and provide that draws, including partial draws, at Sublessor's election, will be honored upon the letter delivery to the Issuer of credit is issued with a certificate signed by Sublessor, or its authorized agent, that Sublessee has committed an annual Event of Default under the Sublease. The L/C shall also provide that it will be automatically extended upon each renewal obligation and date unless the letter of credit is not renewed by the issuing financial institution on or before twenty Issuer thereof delivers to Sublessor, no later than thirty (2030) days prior to the then-scheduled stated expiration date of the letter L/C, written notice of credit, then Landlord shall have Issuer's intent not to extent or renew the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. L/C. Upon any default Event of Default by TenantSublessee under the Sublease, including specifically Tenant’s Sublessee's failure to pay rent or to abide by its obligations under Sections 7.1 Paragraphs 8 and 15.3 below and Tenant’s failure to cure 10 of the same within any applicable cure periodMaster Lease, Landlord Sublessor shall be entitled to draw upon said letter of credit L/C by the issuance of Landlord’s Sublessee's sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to TenantIssuer. Any such draw shall be without waiver or of any rights Landlord Sublessor may have under this Lease the Sublease or at law or in equity as a result of the default. During any period that Sublessee is required to maintain the L/C, as Sublessee shall, at lease thirty (30) days prior to any expiration or termination of the L/C, provide Sublessor either with written confirmation that the existing L/C will be automatically extended and renewed or with a setoff for full or partial compensation new L/C that satisfies all of the requirements for the defaultL/C in this Paragraph 1. If any portion of the letter of credit L/C is drawn by Sublessor after a default an Event of Default by TenantSublessee, Tenant Sublessee shall within five (5) business days after written demand by Landlord Sublessor restore the letter L/C to the amount of creditthe L/C then-required under this Paragraph 1. Failure In addition, upon an assignment of the Sublease by Sublessor (including consolidations, mergers, or other entity changes), Sublessee, at its sole cost and expense and upon ten (10) business days' notice, shall, concurrent with Sublessor's delivery to so restore said letter Sublessee of credit within said five the then outstanding L/C, deliver to any such transferees, successor, or assigns a replacement L/C on identical terms (5except for the stated beneficiary) days from the same Issuer or another bank or trust company acceptable to Sublessor, in Sublessor's sole discretion, naming the new Sublessor as the beneficiary thereof. Sublessee's failure to perform or observe any of the covenants set forth in this Paragraph 1 for any reason shall entitle Sublessor to draw on the full amount of the L/C and shall constitute an Event of Default (defined below) under the Sublease without the requirement of any notice from Sublessor. Any amount(s) drawn under the L/C shall be a default held or used by Tenant under this Lease. Partial drawings upon said letter Sublessor as an additional Security Deposit in accordance with the terms of credit shall be permitted. In Paragraph 5 of the event that Tenant Sublease. (b) If as of the first (1st) and second (2nd) anniversary dates following the Commencement Date, no prior or current Event of Default has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereofoccurred, and provided further that Tenant no event or condition exists or has not at any occurred which the passage of time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments or delivery of rent due under the Leasenotice by Sublessor, then or both, would constitute a default, upon the written request of TenantSublessee, Landlord Sublessor shall promptly authorize in writing consecutive reductions to the principal amount of the letter of credit L/C in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars $36,666.66 so that the Face Amount is reduced to $73,333.33 on the first anniversary date and to $36,666.66 on the second anniversary date. ($33,246.00c) each upon For all purposes under the expiration Sublease, an "Event of Default" shall be deemed to have occurred if any of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months events of default specified in Paragraph 22 of the TermMaster Lease occurs and such default continues beyond any applicable notice and grace period provided for therein.

Letter of Credit. In addition (a) Prior to the Security Deposit and as security hereunderCommencement Date, Tenant shall deliver to LandlordPort, concurrently in addition to the advance payment of the first month's Base Rent, the Security Deposit, the Performance Bond, and the Environmental Oversight Deposit, an irrevocable, stand-by and unconditional negotiable letter of credit (the "Letter of Credit") in the amount specified in the Letter of Credit section of the Basic Lease Information, as collateral for the full and faithful performance by Tenant of its obligations under this Lease ("Obligations"), however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind, or a measure of Port's damages upon an Event of Default. Notwithstanding the foregoing, in the event Port determines in its sole and absolute discretion that any proposed changes to the [Operations Plan/Tenant's operations] increase Port's risk of Claims arising from, either directly or indirectly, any of Tenant's obligations under Sections 8.2 (Use Restrictions/Covenants), [8. (Required Mitigation Measures)], 8.3 (Prohibited Uses), 9 (Compliance with Laws and Regulations), 15 (Hazardous Materials), 19.2 (Hazardous Materials Indemnification), and 25 below (Surrender and Quitclaim) of this Lease (the "Environmental Obligations"), then prior to [consenting to any change to the Operations Plan] [commencing any change in Tenant’s execution 's operations], Port may require Tenant to increase the face amount of the Letter of Credit accordingly by delivering a replacement or amendment to the Letter of Credit reflecting such increase. (b) Port may (but shall not be required to) draw upon the Letter of Credit in such amount as is necessary, and may use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof to cure any defaults on the part of Tenant or to compensate Port for any damage, cost or Claims resulting from Tenant's failure to perform any of the Obligations, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Port's remedies set forth in this Lease, an irrevocable stand-by letter of credit at law or in equity. In such event and upon written notice from Port to Tenant specifying the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars the Letter of Credit Proceeds so utilized by Port and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Port an amendment to the Letter of Credit or a replacement Letter of Credit so that the Letter of Credit is again in the face amount equal to the Letter of Credit Amount. Tenant's failure to deliver such an amendment or replacement Letter of Credit to Port within ten ($166,229.00)10) days of Port's written notice shall constitute an immediate Event of Default hereunder. Said letter In the event Port transfers its interest in this Lease, Port shall transfer the Letter of credit Credit and any Letter of Credit Proceeds then held by Port to Port's successor in interest, and thereafter Port shall have no further liability to Tenant with respect to such Letter of Credit or Letter of Credit Proceeds. (c) The Letter of Credit shall be in a form acceptable to Port and with otherwise containing the substance of Exhibit F attached heretoterms required herein, issued by a money-center bank (a bank which accepts deposits, maintains accounts, and issued whose deposits are insured by Silicon Valley Bank or by another the FDIC) with an office in the financial institution located in Orange County district of San Francisco where the Letter of Credit may be drawn, and which is acceptable otherwise reasonably satisfactory to LandlordPort (the "Bank"). The letter Letter of credit Credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or at sight and irrevocable; (ii) be subject to the terms of this Section 7.3 and maintained in effect, whether through replacement, renewal or extension, for the entire period from the date of execution of this Lease through the LC Expiration Date set forth in the Basic Lease Information, and to the extent the Letter of Credit delivered to Port does not extend by its terms until the LC Expiration Date, Tenant shall provide for automatic annual renewals through that date which is deliver a new Letter of Credit or certificate of renewal or extension to Port at least sixty (60) days after prior to the Expiration Date expiration of the Term Letter of this Lease. In Credit, without any action whatsoever on the event part of Port; (iii) provide that Port may make partial and multiple draws thereunder, up to the letter of credit is issued with an annual renewal obligation face amount thereof, and the letter Bank will pay to Port the amount of credit such draw upon receipt by the Bank of a sight draft signed by Port, and accompanied by a written certification from Port to the Bank stating either that: (A) a default has occurred and is not renewed continuing under this Lease and any applicable grace period has expired or Port is otherwise entitled to draw on the Letter of Credit (the Letter of Credit will be honored by the issuing financial institution on Bank without inquiry as to the accuracy thereof and regardless of whether Tenant disputes the content of such statement), or before twenty (20B) Port has not received notice from the Bank at least sixty (60) days prior to the then-scheduled expiration then current expiry date of the letter Letter of creditCredit that the Letter of Credit will be renewed by the Bank for at least one (1) year beyond the relevant annual expiration date or, in the case of the last year of the Term, until the LC Expiration Date, together with a replacement Letter of Credit or a modification to the existing Letter of Credit effectuating such renewal, and Tenant has not otherwise furnished Port with a replacement Letter of Credit as hereinafter provided; (iv) that the beneficial interest under the Letter of Credit shall be freely transferable one or more times and, therefore, in the event of Port's (or any successor landlord's) assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Port (or any successor landlord), without recourse and without the payment of any fee or consideration by Port, to the assignee or transferee of such interest and the Bank shall confirm the same to Port (or such successor) and such assignee or transferee; and (v) provide that Port may at all times, draw on the Letter of Credit at a Bank's office located in the Downtown/Financial District of San Francisco. In the event that the Bank shall fail to (y) notify Port that the Letter of Credit will be renewed for at least one (1) year beyond the then applicable expiration date (or, in the case of the last year of the Term, until the LC Expiration Date), and (z) deliver to Port a replacement Letter of Credit or a modification to the existing Letter of Credit effectuating such renewal, and Tenant shall not have otherwise delivered to Port, at least sixty (60) days prior to the relevant annual expiration date, a replacement Letter of Credit in the amount required hereunder and otherwise meeting the requirements set forth above, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord Port shall be entitled to draw upon said letter on the Letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, Credit as determined by Landlord in its sole and absolute discretionprovided above, and if shall hold the proceeds of such amount candraw as Letter of Credit Proceeds pursuant to Section 7.3(b) above. (d) Port shall not be readily determined by Landlord, then required to keep the full amount Letter of Credit Proceeds separate from its general funds and Tenant shall not be entitled to any interest on the letter Letter of credit can Credit Proceeds. Nothing contained in this Section 7.3 shall in any way diminish or be drawn by Landlord pending determination construed as waiving any of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined Port's other remedies set forth in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at provided by law or in equity as a result equity. (e) Tenant hereby waives the provisions of the defaultCalifornia Civil Code Section 1950.7 and/or any successor statute, as a setoff for full it being expressly agreed that Port may apply all or partial compensation for the default. If any portion of the letter Letter of credit is drawn after Credit Proceeds in payment of any and all sums reasonably necessary to compensate Port for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant, and that following a default by Tenant, all or any portion of the Letter of Credit Proceeds may be retained by Port following a termination of the Lease and applied to future damages, including damages for future rent, pending determination of the same. Tenant agrees not to interfere in any way with payment to Port of the Letter of Credit Proceeds, either prior to or following a "draw" by Port of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Port as to Port's right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. (f) Tenant hereby waives the provisions of California Civil Code Section 1950.7 and/or any successor statute which provides the return of a security deposit within five thirty (530) days after written demand by Landlord restore from the letter date the landlord receives possession of credit. Failure to so restore said letter the premises, it being expressly agreed that the Letter of credit within said five Credit shall expire on the LC Expiration Date (5which date is beyond such thirty (30) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure day period) at any time during and that Port shall have until the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect LC Expiration Date to any payments of rent due under the Lease, then upon the written request of return to Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount Letter of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th)Credit Proceeds, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of the Termif any.

Letter of Credit. In addition to (a) Tenant shall, within five (5) business days after the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, provide to Landlord an irrevocable stand-by unconditional letter of credit (the "LETTER OF CREDIT") in substantially the form attached hereto as Exhibit J or as otherwise reasonably acceptable to Landlord and issued by Chase Manhattan Bank or another bank reasonably acceptable to Landlord (the "LETTER OF CREDIT BANK"). The Letter of Credit shall be in the amount of One Five Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars and 00/100 ($166,229.00). Said letter of credit 500,000.00) Dollars and shall be held by Landlord as security for the full and faithful performance by Tenant of all of the terms, conditions and covenants contained in form the Lease on the part of Tenant to be performed, including but not limited to the payment of rent. (b) In the event of a default by Tenant in the payment of rent or performance or observance of any of the other terms, conditions or covenants of this Lease beyond the expiration of any notice and cure period, Landlord may, at its option and with notice to Tenant, present the substance Letter of Exhibit F attached heretoCredit to the Letter of Credit Bank together with a certificate from Landlord executed by any officer of Landlord certifying that Tenant is in default under the Lease, has failed to cure such default within the time periods specified in the Lease for cure and issued by Silicon Valley Bank that Landlord is entitled to draw upon the Letter of Credit. Upon such presentation, Landlord may draw upon the Letter of Credit and apply all or by another financial institution located in Orange County any part thereof to payment of rent or to cure any such default; and if Landlord does so, Tenant shall, upon request, deposit with Landlord the amount so applied so that Landlord will have on hand at all times during the Security Period (as hereinafter defined) the full amount of the Letter of Credit. If Landlord shall improperly draw under the Letter of Credit, Landlord shall immediately return the drawn amount (together with interest from the date drawn until repaid at the rate per annum which is acceptable to Landlord. The letter the lesser of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, the Default Rate or (ii) shall provide the highest rate permitted by law) and reimburse Tenant for automatic annual renewals through that date which is sixty (60) days after any charges imposed by the Expiration Date issuer in connection with the draw or restoration of the Term of this Lease. In the event the letter of credit is issued with credit. The Letter of Credit shall be renewed on an annual renewal obligation and basis during the letter Security Period (except with respect to the last year of credit is the Security Period). If Tenant has not renewed by the issuing financial institution on or before twenty Letter of Credit as required at least forty five (2045) days prior to the then-scheduled expiration date thereof, Landlord may immediately draw upon the Letter of Credit and hold the letter of credit, then cash proceeds in lieu thereof. All sums held by Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw section shall be without waiver or interest. (c) Notwithstanding anything to the contrary in this Lease, if there has been no breach of any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default material undertaking by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure notice and grace period) , at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration end of the twelfth (12th)) month of the Lease Term, twenty-the amount of the Letter of Credit shall be reduced by One Hundred Thousand and 00/100 ($100,000.00) Dollars. Thereafter, if there continues to be no breach of any material undertaking by Tenant under the Lease beyond any applicable notice and grace period, at the end of the twenty fourth (24th)) month of the Lease Term, thirty-sixth the amount of the Letter of Credit shall be reduced again by One Hundred Thousand and 00/100 ($100,000.00) Dollars. Thereafter, if there continues to be no breach of any material undertaking by Tenant under the Lease beyond any applicable notice and grace period, at the end of the thirty sixty (36th)) month of the Lease Term, the amount of the Letter of Credit shall be reduced again by One Hundred Thousand and 00/100 ($100,000.00) Dollars. Thereafter, if there continues to be no breach of any material undertaking by Tenant under the Lease beyond any applicable notice and grace period, at the end of the forty-eighth (48th) months month of the Lease Term, the amount of the Letter of Credit shall be reduced again by One Hundred Thousand and 00/100 ($100,000.00) Dollars. Thereafter, if there continues to be no breach of any material undertaking by Tenant under the Lease beyond any applicable notice and grace period, at the end of the sixtieth (60th) month of the Lease Term, the amount of the Letter of Credit shall be reduced again by One Hundred Thousand and 00/100 ($100,000.00) Dollars such that the Letter of Credit has been reduced to zero and Tenant shall thereafter have no further obligation under this Article 4 (the period of time during which the Letter of Credit is required to be posted is herein called the "SECURITY PERIOD").

Letter of Credit. In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this LeaseAmendment, an irrevocable stand-by letter of credit in the amount of One Fifty-Eight Thousand Five Hundred Sixty Six Thousand Two Hundred TwentyForty-Nine five Dollars ($166,229.0058,545.00). Said letter of credit shall be in form and with the substance of Exhibit F I attached hereto, and issued by Silicon Valley Bank or by another a financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through Landlord confirms and agrees that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and by Silicon Valley Bank currently being held by Landlord as security for the “Existing Lease” (as hereinafter defined) shall suffice as the letter of credit for this Lease, provided same is not renewed satisfactorily amended by the issuing financial institution on or before twenty SVB (20“SVB”) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right apply to draw the full amount of such letter of credit these Premises and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default Default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within Tenant beyond any applicable notice and cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such , which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute but reasonable discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute but reasonable discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or of any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five ten (510) business days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five ten (510) business days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. The letter of credit shall provide for automatic annual renewals through that date which is thirty (30) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event that Tenant has the letter of credit is not been in default under renewed by the Lease issuing financial institution, or replaced with an acceptable letter of credit from another acceptable financial institution, on or before thirty (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (530) days late more than once during prior to the applicable previous twelve (12)-month period with respect then-scheduled expiration date of the letter of credit, then Landlord shall have the right to any payments draw the full amount of rent due such letter of credit and to hold such amount as cash security for Tenant’s full and faithful performance of its obligations under the Lease, then upon . In the written request event of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount a draw down of the letter of credit to cash security as provided in the amount foregoing, the following shall apply: (i) upon any Default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below (beyond any applicable notice and cure period), Landlord may retain, use or apply the whole or any part of Thirty Three Thousand Two Hundred Forty-Six Dollars such cash security to pay any sum which Tenant is obligated to pay under this Lease, sums that Landlord may spend or be required to expend by reason of the Default by Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.3 upon expiration or earlier termination of this Lease, ($33,246.00ii) each upon Landlord shall not be required to keep the cash security separate from its general funds and Tenant shall not be entitled to interest on such cash security, (iii) if Tenant fully performs its obligations under this Lease, any unapplied balance of the cash security shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest under the Lease) within thirty (30) days after the expiration of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th)Term, and forty-eighth (48thiv) months Tenant hereby waives the provisions of Section 1950.7 of the TermCalifornia Civil Code, or any similar or successor laws now or hereafter in effect, in connection with Landlord’s application of the cash security to prospective rent that would have been payable by Tenant but for the early termination due to Tenant’s Default.

Letter of Credit.  (A) In addition lieu of the Security Deposit, at Tenant’s election, Tenant may deposit with Landlord and maintain during the Term, a Letter of Credit in an undrawn face amount equal to $65,373.75 (as the same may be reduced pursuant to Section 20.27(F), the “LC Amount”) as partial collateral for Tenant’s obligations under this Lease. Upon the occurrence of an Event of Default under this Lease that remains uncured after receipt of written notice and expiration of the applicable cure period, Landlord may, but shall not be required to, draw upon the Letter of Credit (in whole or in part) and apply the cash proceeds thereof to the Security Deposit obligations due from Tenant under this Lease and to compensate Landlord for the Claims arising in connection with such uncured Event of Default (or any other Event of Default under this Lease that remains uncured after receipt of written notice and expiration of the applicable cure period). Any amount drawn by Landlord shall not be deemed: (a) to fix or determine the amounts to which Landlord is entitled to recover under this Lease or otherwise; (b) to waive or cure any default under this Lease; or (c) to limit or waive Landlord’s right to pursue any remedies provided for in this Lease.  (B) Tenant covenants as security hereunderfollows: (a) on or before thirty (30) days prior to the expiration date of the then issued and outstanding Letter of Credit, Tenant shall deliver to deposit with Landlord a replacement Letter of Credit in the LC Amount; (b) if all or any portion of the Letter of Credit is drawn against by Landlord, concurrently Tenant shall, within five (5) business days after written demand by Landlord, deposit with Tenant’s execution Landlord a replacement or supplementary Letter of Credit such that at all times during the term of this LeaseLease and, an irrevocable stand-by letter of credit in the amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00subject to Section 20.27(G). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date Date, Landlord shall have the ability to draw on one or more Letters of Credit totaling, in the aggregate, the LC Amount; and (c) following an Issuer Revocation, Tenant shall obtain a replacement Letter of Credit in the LC Amount from another Issuer within fifteen (15) business days of Landlord’s written demand therefor. If Tenant fails to timely    perform any of the Term of foregoing, then in addition to any other rights and remedies available under this Lease. In , Landlord may immediately draw upon the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date full amount of the letter then issued and outstanding Letter of creditCredit.  (C) Upon the issuance of a replacement Letter of Credit, then Landlord shall have the right to draw solely on such replacement Letter of Credit and Landlord shall have no right to draw against the full Letter of Credit which is replaced by such replacement Letter of Credit.  (D) Tenant shall have the right to deposit with Landlord one or more Letters of Credit to satisfy the requirements of this Section 20.27, so long as the aggregate undrawn face amount of such letter all issued and outstanding Letters of credit Credit equal the LC Amount.  (E) If Landlord draws on a Letter of Credit, the cash proceeds thereof not used to compensate Landlord for amounts due to Landlord under this Lease by reason of an Event of Default under this Lease that remains uncured after receipt of written notice and to hold such amount as part expiration of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord period shall be entitled held by Landlord as an additional security deposit under this Lease and Landlord may, from time to draw upon said letter of credit by the issuance of Landlord’s sole written demand time, without prejudice to any other right or remedy, apply such cash proceeds to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question obligations due from Tenant under this Lease and to compensate Landlord for all the actual damages suffered or incurred thereby, as determined by it in connection with such uncured Event of Default (or any other Event of Default under this Lease that remains uncured after receipt of written notice and expiration of the applicable cure period). The holding of such cash proceeds by Landlord shall not limit or stay Tenant’s obligation hereunder to cause to be issued, subject to Section 20.27(G), for the entire Term, plus (60) days after the Expiration Date, a Letter of Credit in its sole the LC Amount. Absent an Event of Default under this Lease that remains uncured after receipt of written notice and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount expiration of the letter applicable cure period (except an Event a Default that would be fully cured by the posting of credit can be drawn a Letter of Credit in the LC Amount), upon Landlord’s receipt of a Letter of Credit in the LC Amount, any such cash proceeds then held by Landlord pending determination shall be returned to Tenant. If requested by Tenant, Landlord shall make such cash proceeds available to collateralize a replacement Letter of said amountCredit or supplemental Letter of Credit pursuant to a written agreement with the applicable Issuer, whereby Landlord shall agree to disburse such cash proceeds to the applicable Issuer upon such Issuer’s irrevocable and unconditional commitment to issue the applicable replacement Letter of Credit or supplemental Letter of Credit upon its receipt of such cash proceeds. Notwithstanding the foregoing, while Landlord shall not be required to make such cash proceeds available if an uncured Event of Default then exists unless the amount posting of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions replacement or supplemental Letter of Article XIV Credit would cure all outstanding Events of this Lease), then Landlord shall promptly refund any such excess to TenantDefault. Any such draw shall be without waiver or any rights Landlord may have If Tenant is not in default under this Lease or at law or in equity as a result of the defaultExpiration Date, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default cash proceeds then held by Tenant, Landlord shall be returned to Tenant shall within five thirty (530) days after written demand by Landlord restore following the letter Expiration Date.  (F) Provided no Event of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant Default under this Lease. Partial drawings upon said letter Lease that remains uncured after receipt of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, written notice and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon the expiration of the twelfth (12th)applicable cure period then exists, twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months on the first anniversary of the Term.Rent Commencement Date, the LC Amount shall be reduced to $0.00. If an uncured Event of Default does exist on such anniversary date, such reduction shall be stayed until such time as no uncured Event of Default then exists.  (G) As used in this this Section 20.27, the following shall have the following meanings: