Common use of Letter of Credit Clause in Contracts

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

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

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an a) MSEDCL shall establish and maintain irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the unconditional revolving Letter of Credit securing Tenant’s obligations hereunder subject in favour of, and for the sole benefit of, the Hybrid Power Developer for the contracted capacity. All the cost incurred by MSEDCL for opening, maintenance and other cost related to the terms and conditions set forth in the Lease. The terms establishment of the Letter of Credit, which are subject to Landlord’s reasonable consent, Credit shall strictly comply with the provisions of this Addendum #1. be borne by MSEDCL. b) The Letter of Credit shall be established in favour of, and issued to, the Hybrid Power Developer on the date hereof and made operational thirty (30) days prior to due date of first invoice and shall be maintained consistent herewith by a bank acceptable to Landlord in Landlord’s reasonable discretion MSEDCL and under all times during the supervision Term of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Agreement. c) Such Letter of Credit shall be irrevocable for in form and substance acceptable to both the period ending no less than one (1) year after Parties and shall be issued by any Scheduled/Nationalised Bank and be provided on the date basis that: i. In the event a Tariff Invoice or any other amount due and undisputed amount payable by MSEDCL pursuant to the terms of issuance. Tenant shall renew this Agreement is not paid in full by MSEDCL as and when due, the Letter of Credit and maintain it may be called by the Hybrid Power Developer for the period ending one hundred twenty (120) days after the end payment of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1undisputed amount. ii. The form and terms amount of the Letter of Credit shall be reasonably acceptable equal to Landlord one month’s projected payments during first contract year and thereafter during each contract year, the amount of Letter of Credit shall providebe equal to one month’s average billing of previous contract year. iii. The MSEDCL shall replenish the Letter of Credit to bring it to the original amount within 30 days in case of any valid drawdown. d) The Letter of Credit shall be renewed and/or replaced by the MSEDCL not less than 30 days prior to its expiration. e) Payment under the Letter of Credit: The drawl under the Letter of Credit in respect of a Tariff Invoice (excluding supplementary bills) shall require: i. a copy of the metering statement jointly signed by the official representatives of both the Parties, among other things, supporting the payments attributable to the Delivered Energy in effect that:respect of such Tariff Invoice. ii. a certificate from the Hybrid Power Developer stating that the amount payable by MSEDCL in respect of such Tariff Invoice has not been paid and disputed by MSEDCL till the Due Date of Payment of the Tariff Invoice.

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

Letter of Credit. In lieu of providing At the Closing, Middleby shall cause to be delivered to the Landlord a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”) running in favor ). The amount of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject may be reduced from time to time by Middleby (with the terms and conditions set forth written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Lease. The terms of Note balance resulting from scheduled and unscheduled payments on the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Note by Middleby. The Letter of Credit shall be issued by for a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision term of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year, shall allow for automatic one year after extensions of the date term and shall contain an agreement by Bank of issuance. Tenant shall renew America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationCredit. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall be reasonably acceptable provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall providenot have the right to draw on the Letter of Credit during the first year of the term of the Note, among other things, in effect that:except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.

Letter of Credit. In lieu (a) Simultaneously with the delivery of providing the Bonds to the original purchasers thereof, the Issuer has caused the Users to deliver to the Trustee the Letter of Credit. The Letter of Credit will terminate on the Stated Expiration Date, subject to extension by the Credit Obligor. (b) The Users may at any time and from time to time deliver a cash Security DepositSubstitute Letter of Credit to the Trustee in substitution for the Existing Letter of Credit, provided that (1) such Substitute Letter of Credit complies with the applicable conditions set forth in subsection (f) of this Section and (2) simultaneously with the execution delivery of such Substitute Letter of Credit the Users deliver to the Trustee any related documentation required by subsection (g) of this LeaseSection (the "Related Documentation"). (c) The Users may, Tenant may but shall not be required to, deliver to Landlord an irrevocable and transferable letter of credit (“a Substitute Letter of Credit”) running in favor Credit to the Trustee prior to the expiration of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder then in effect; provided, however, that if a Substitute Letter of Credit and the Related Documentation are not delivered to the Trustee at least 45 days prior to the Stated Expiration Date of the then Existing Letter of Credit, the Bonds shall be subject to a Mandatory Tender. (d) The Users shall deliver to the terms Trustee and conditions set forth the Issuer not less than 45 days prior to the effective date of a Substitute Letter of Credit written notice of its intention to deliver a Substitute Letter of Credit and the proposed issuer and effective date thereof (unless a shorter period shall be satisfactory to the Trustee). (e) The Trustee shall deliver to the Holders not less than 30 days prior to the effective date of a Substitute Letter of Credit written notice of the intent of the Users to deliver such Substitute Letter of Credit and the proposed issuer and effective date thereof. (f) Each Substitute Letter of Credit delivered to the Trustee pursuant to this Section must meet the following criteria: (1) such Substitute Letter of Credit must be substantially in the Lease. The terms same form and of the same tenor as the Letter of Credit, which and such Substitute Letter of Credit must provide for the payment of interest on the Bonds (or the interest portion of the purchase price of Bonds tendered, or deemed tendered, for purchase) at the Maximum Rate computed on the interest rate basis then applicable as provided in Section 4.01(g), for not less than 56 days, (2) if such Substitute Letter of Credit is being delivered in connection with a conversion of the interest rate on the Bonds to a Fixed Rate, the effective date shall be not later than the Conversion Date, (3) if such Substitute Letter of Credit will be effective during a Fixed Rate Period when the Bonds are subject to Landlord’s reasonable consentoptional redemption, such Substitute Letter of Credit must provide for payment of the maximum redemption premium payable with respect to the Bonds, and (4) such Substitute Letter of Credit must have a Stated Expiration Date that is (i) the same as the expiration date of the then Existing Letter of Credit being replaced and (ii) not sooner than one year after its effective date; provided, however, that any Substitute Letter of Credit that is to be substituted for an Existing Letter of Credit that is effective during a Fixed Rate Period must have a Stated Expiration Date not sooner than the Stated Expiration Date of such Existing Letter of Credit. (g) Each Substitute Letter of Credit delivered to the Trustee must be accompanied by the following, to the extent applicable: (1) if any Rating Agency maintains a rating with respect to the Bonds at the time of delivery of such Substitute Letter of Credit to the Trustee, written evidence from each such Rating Agency to the effect that the substitution of the proposed Substitute Letter of Credit will not, by itself, result in a reduction or withdrawal of its rating then assigned to the Bonds, (2) an Opinion of Bond Counsel with respect to the Bonds which states in effect that the delivery of such Substitute Letter of Credit, whether solely or in conjunction with any other fact or circumstance, will not cause interest on the Bonds to become Taxable, and (3) an Opinion of Counsel for the issuer of such Substitute Letter of Credit stating in effect that such Substitute Letter of Credit (1) is a valid and binding obligation of the issuer thereof and (2) is exempt from registration under the Securities Act of 1933, as amended. (h) At the close of business on the effective date of any Substitute Letter of Credit, the Trustee shall strictly comply with return the provisions Existing Letter of this Addendum #1Credit to the issuer thereof, provided that any draws on such Existing Letter of Credit made on or prior to such date have been honored. The Any draws that, under the terms of the Indenture, are to be made on the Letter of Credit on or prior to the effective date of a Substitute Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and made under the supervision Existing Letter of Credit. Not later than the close of business on the effective date of a Substitute Letter of Credit, the Users shall deliver to the Trustee written evidence that all obligations of the banking commission Users to the issuer of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Existing Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionfor reimbursement of amounts drawn thereunder have been satisfied, Tenant shall at its cost substitute another Letter and upon receipt of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The such evidence any Pledged Bonds held by the Trustee or the Tender Agent for the benefit of the issuer of the Existing Letter of Credit shall be irrevocable for delivered to, or upon the period ending no less than one order of, the Users. (1i) year after If the date of issuance. Tenant shall renew the Trustee accepts a Substitute Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresas herein provided, and shall provide that it is automatically renewable for the Termthen, unless released pursuant to the provisions such Substitute Letter of this Section or unless the issuing bank delivers Credit was described in a notice of non-renewal no later than thirty Mandatory Tender, the Trustee shall send written notice of such substitution to the Bondholders. (30j) days before expiration. If Tenant fails Bonds are redeemed prior to renew maturity, the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on Trustee shall take any action necessary to reduce the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms interest portion of the Letter of Credit shall be reasonably acceptable to Landlord and shall providethe Maximum Interest Coverage, among other things, in effect that:as therein defined.

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

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

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”1) running in favor of Landlord, with The Trustee shall draw moneys under the Letter of Credit securing Tenant’s obligations hereunder subject in accordance with the terms thereof as shall be necessary to make timely payments of principal of, and interest on, the Bonds required to be made from the Bond Fund and to make timely payments required to be made pursuant to, and in accordance with, Section 2.05. In connection with each such drawing, the Trustee shall timely prepare and present all certificates, drafts and other documents which are required by the terms of the Letter of Credit to effect payment thereunder. The Trustee shall give immediate telephonic or facsimile (confirmed in writing) notice to the terms Company of a draw under the Letter of Credit and conditions set forth the amount thereof. Nothing in this Section 6.07 shall require the Trustee to draw moneys under the Letter of Credit for the payment of Bonds registered in the Leasename of, or held beneficially for, the Company or the Bank or any Bonds held or required to be held by the Tender Agent for the account of the Company or the Bank pursuant to the Indenture to the extent not permitted by the Letter of Credit. The Company shall notify the Remarketing Agent of any extentions or substitutions with respect to the Letter of Credit. (2) If at any time on or prior to the thirty-seventh calendar day next preceding the scheduled expiration date of a Letter of Credit, there shall have been delivered to the Trustee (a) an Alternate Credit Facility, (b) an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility to the Trustee is authorized under the Participation Agreement and the Indenture and complies with the terms of the Participation Agreement and the Indenture and (c) written evidence satisfactory to the Trustee from Moody's, if the Bonds are then rated by Moody's, and/or from S&P, if the Bonds are then rated by S&P, in each case to the effect that such Rating Agency has reviewed the proposed Alternate Credit Facility and that the substitution of the proposed Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction or withdrawal of its rating or ratings of the Bonds from those which then prevail, then the Trustee shall accept such Alternate Credit Facility and surrender the previously held Letter of Credit to the Bank, in accordance with the terms of such Letter of Credit, for cancellation. (3) The Company may substitute an Alternate Credit Facility only if (i) notice of mandatory purchase pursuant to Section 2.05(e)(1) shall have been given and such Alternate Credit Facility shall take effect on or prior to the date on which the Bonds are purchased pursuant to Section 2.05(e)(1) and (ii) such substitution will result in a rating of not less than the third highest rating category of a Rating Agency. Upon delivery to the Trustee of: (a) such Alternate Credit Facility, (b) an Opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility is authorized under the Participation Agreement and the Indenture and complies with the terms thereof, and (c) written evidence satisfactory to the Trustee from a Rating Agency that delivery of such Alternate Credit Facility will not result in a rating of less than the third highest rating category of such Rating Agency, currently "A" in each case, the Trustee shall surrender the Letter of Credit previously in effect, promptly following any drawing required to be made on such Letter of Credit on the date the Bonds are so purchased. (4) If at any time, the Letter of Credit shall expire because there shall cease to be any Bonds outstanding hereunder, or because the Fixed Rate Conversion Date shall have occurred, then the Trustee shall surrender the Letter of Credit to the Bank for cancellation after having made any necessary drawing in accordance with this Section 6.07 and with the terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, . The Trustee shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord procedures set forth in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable relating to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another the termination thereof. (5) Prior to the expiration of the Letter of Credit from a bank that is acceptable Credit, the Trustee shall give notice to Landlord the owners of the Bonds, in Landlord’s sole reasonable discretion. The Letter the name of Credit the Authority, of such expiration, which notice shall be irrevocable for the period ending no less than one (1a) year after specify the date of issuance. Tenant shall renew the expiration of the Letter of Credit and maintain it (b) specify the last time and date prior to such expiration on which Bonds must be delivered and the notice given to the owners of the Bonds for the period ending one hundred twenty (120) days after the end purchase of the calendar year Bonds pursuant to tenders as provided in which the Term expiresSection 2.05, and shall provide that it is automatically renewable the places where such Bonds must be delivered for such purchase, and (c) either (i) if the Term, unless released pursuant to the provisions requirements of subsection 2 of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Section

Letter of Credit. In lieu of providing a cash Security DepositSubject to the final grammatical paragraph hereof, simultaneously with the upon execution of this Lease, Tenant may shall deliver to Landlord Landlord, as security for the performance of Tenant’s covenants and obligations under this Lease, an original irrevocable and transferable standby letter of credit (the “Letter of Credit”) running in favor the amount of LandlordTwenty Dollars ($20.00) per rentable square foot of the Premises (which amount will total Three Million Two Hundred Fifty Eight Thousand One Hundred Twenty Dollars ($3,258,120.00) if the Premises consist of 162,906 rentable square feet of space), with naming Landlord as beneficiary, which Landlord may draw upon to cure an Event of Default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute an Event of Default under this Lease). For avoidance of doubt, in no event shall Landlord draw upon the Letter of Credit securing without prior notice to Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of Any such draw on the Letter of Credit, which are subject Credit shall not constitute a waiver of any other rights of Landlord with respect to Landlord’s reasonable consent, shall strictly comply with the provisions such Event of this Addendum #1Default. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord in Landlord’s reasonable discretion , with a San Francisco, California, or New York, New York, service and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues claim point for the Letter of Credit becomes unacceptable to Landlord Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in Landlord’s reasonable discretionthe alternative, Tenant shall at its cost substitute another Letter have a term of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof). At any time after the date Expiration Date of issuance. this Lease is determined, Tenant shall renew may amend the Letter of Credit and maintain it to provide an outside expiration date for the Letter of Credit that is at least sixty (60) days following the Expiration Date of this Lease. Landlord shall sign any consent to such amendment that is required by the issuing bank for the issuance of the amendment and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period ending one hundred twenty while the Letter of Credit is required to be in effect hereunder, the financial condition of the issuing bank materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (120as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge to Landlord (transfer fees shall be the responsibility of Tenant) and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with a statement by Landlord that the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as Exhibit E, and otherwise be in form and content reasonably satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than sixty (60) days after the end Expiration Date, then throughout the Lease term (including any renewal or extension of the calendar year Lease term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirements of this paragraph so that the amount available to Landlord from the Letter(s) of Credit provided hereunder is the amount specified in Paragraph 2.d. above (as the same may have been increased or reduced pursuant to the final grammatical paragraph of this Paragraph 6); provided, however, that during the Construction Period, in no event may Landlord draw on the Letter of Credit, or will Tenant be required to replenish the Letter of Credit, beyond an amount which, together with any other sums paid by Tenant to Landlord hereunder, exceeds the limitation on liability described in Paragraph 25.b.6 below. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the entire balance of the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. Within sixty (60) days following the expiration or earlier termination of this Lease, Landlord shall return to Tenant the Letter of Credit then held by Landlord; provided, however, that (i) Landlord may first draw on the Letter of Credit in the amount determined by Landlord in good faith that is needed to cure any breach by Tenant under this Lease that exists as of such expiration or termination of the Lease and (ii) in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, to the extent the same limit the rights of Landlord to apply any security deposit or govern the time period in which any security deposit must be returned to Tenant, it being agreed that the Term expiresterms of this Paragraph 6 shall govern Landlord’s right to apply, and shall provide obligation to return any security deposit, and, without limitation of the scope of such waiver, acknowledges that it Landlord may use all or any part of the funds from the Letter of Credit to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2). Notwithstanding the above, if any Expansion Increment or First Offer Increment is automatically renewable for added to the Termleased Premises pursuant to Paragraph 58 or 59 below, unless released the amount of the Letter of Credit required hereunder shall, effective as of the applicable Expansion Increment Commencement Date or First Offer Increment Commencement Date, be increased so that, based on the new total rentable square footage of the Premises with the subject Expansion Increment or First Offer Increment added thereto, the amount of the Letter of Credit is the same amount per rentable square foot of the Premises that was in effect on the date immediately prior to the date the subject Expansion Increment or First Offer Increment (as applicable) was added to the Premises (which amount per rentable square foot may have previously been reduced pursuant to the remaining provisions of this Paragraph 6). Further, if required pursuant to the provisions of this Section or unless Paragraph 13.h. below, the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit shall be reasonably acceptable additionally increased by the sum of Ten Million Dollars ($10,000,000.00). Tenant may from time to time during the Lease term, but not more than once during any twelve (12) month period, submit to Landlord for Landlord’s review, accurate and complete financial information showing Tenant’s then current financial situation. Upon Landlord’s receipt of such information, accompanied by Tenant’s written request that Landlord review the same (which written request shall provideexpressly refer to this Paragraph 6), among other thingsLandlord will review Tenant’s financial information and advise Tenant in writing of whether Landlord will permit a reduction in the amount of the Letter of Credit. Landlord’s evaluation shall take into account the following criteria (the “Security Criteria”): Tenant’s then current financial situation, Tenant’s payment history under this Lease, Tenant’s remaining financial obligations under the Lease and customary security requirements for comparable leases in effect that:comparable buildings in San Francisco with comparable improvements. Tenant acknowledges that Landlord is under no obligation to agree to a reduction in the amount of the Letter of Credit if Landlord concludes, based on Landlord’s good faith review of Tenant’s financial information, that the amount of the Letter of Credit in place is the proper amount of security taking into account the Security Criteria. Notwithstanding the foregoing, at such time during the initial Lease term that Tenant’s total obligation for Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereof for the remainder of the initial Lease term is less than the required face amount of the Letter of Credit, then, upon Tenant’s written request, Landlord shall be required to agree to a reduction of the amount of the Letter of Credit to such remaining obligation regardless of the Security Criteria, except that Tenant shall not be entitled to the reduction if there exists a monetary default by Tenant under this Lease or a material breach of any non-monetary obligation under this Lease, but Tenant shall be entitled to such reduction upon the cure of such breach. Further, notwithstanding anything to the contrary herein, Tenant may request such reductions as frequently as quarterly once Tenant’s total obligation under Paragraphs 5 and 7 of the Lease for the remainder of the initial Lease term are less than the required amount of the Letter of Credit. If Tenant exercises a Renewal Option under Paragraph 60 below, the amount of the Letter of Credit during the renewal term shall be governed by Paragraph 60.b. below. Notwithstanding the first sentence of this Paragraph 6, upon the execution of this Lease, Tenant may deposit with Landlord a cash payment equal to the required amount of the Letter of Credit, which cash payment shall be held by Landlord as security for Tenant’s obligations under this Lease. Tenant shall replace the cash security deposit with the Letter of Credit (in the form required above) not later than sixty (60) days following the date of this Lease and Tenant’s failure to deliver the Letter of Credit (in the required form) by such date shall constitute an Event of Default under Paragraph 25.a. below entitling Landlord to the remedies in Paragraph 25.b. below. During the period that Landlord holds the cash payment as security, the provisions in the first grammatical paragraph of this Paragraph 6 that apply to the cash held by Landlord after a liquidation of the Letter of Credit shall apply to the security. At such time as Landlord receives the Letter of Credit (in the required form) Landlord shall refund to Tenant the cash security, less any amounts applied by Landlord from such funds on account of any Event of Default. Notwithstanding anything to the contrary in Paragraph 4.e. below, Landlord shall not be required to make any disbursements of Landlord’s Allowance until the Letter of Credit has been received by Landlord in the required form and failure to disburse Landlord’s Allowance during such period shall not constitute a Landlord Delay for any purpose under the provisions of Paragraph 4.

Letter of Credit. In lieu (a) Any Letter of providing Credit shall be in the form of a cash Security Depositclean, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable unconditional letter of credit issued by a financial institution meeting the requirements for reinsurance reserve credit under the insurance laws and regulations of the State of Iowa and shall otherwise qualify for reinsurance reserve credit under such laws and regulations. (“Letter of Credit”b) running in favor of Landlord, with If the Letter of Credit securing Tenantshall expire without renewal or be reduced or replaced by a Letter of Credit for an amount, when combined with the Trust and Statutory Value of the Funds Withheld Account Assets, that is less than the Required Amount and if the Reinsurer’s obligations hereunder subject under this Agreement remain unliquidated and undischarged ten (10) calendar days prior to the terms and conditions set forth in effective date of the Lease. The terms termination of the Letter of Credit, which are subject the Ceding Company may withdraw an amount equal to Landlord’s reasonable consent, shall strictly comply with the provisions excess of this Addendum #1. The the Required Amount over the amount of (i) any reduced or replacement Letter of Credit Credit, plus (ii) the Statutory Value of the Funds Withheld Account Assets, plus (iii) the fair market value of the Qualifying Assets in the Trust. Such amounts shall be issued by deposited in a bank acceptable to Landlord segregated account in Landlord’s reasonable discretion and under the supervision name of the banking commission Ceding Company (the “VIAC Segregated Account”) in a qualified U.S. financial institution apart from its general assets, as may remain after withdrawal and after the effective date of the State of California or the Federal Deposit Insurance Corporation. If the credit termination of the bank that originally issues Letter of Credit. (c) The Ceding Company shall return to the Reinsurer any amount withdrawn from the Letter of Credit becomes unacceptable in excess of the actual amounts required pursuant to Landlord Section 6.01(b), plus interest from the date of withdrawal to the date of return at an interest rate as specified in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Section 13.02. (d) The Ceding Company is not responsible to the Reinsurer for any costs incurred by the Reinsurer resulting from the provision or use of the Letter of Credit. (e) Upon receipt of any Letter of Credit from a bank or amendment thereto, the Ceding Company agrees that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than within one (1) year after Business Day of receipt, it shall confirm in writing to the date Reinsurer the sufficiency and accuracy of issuance. Tenant shall renew such Letter of Credit; and, the Ceding Company agrees that if it fails timely to so notify the Reinsurer, any insufficiency or inaccuracy is no fault of the Reinsurer and not a cause for termination under Article IX of this Agreement. (f) In the event that (i) the Reinsurer decides to use another issuer of a Letter of Credit that complies with the standards required from time to time by the Securities Valuation Office of the National Association of Insurance Commissioners to issue the Letter of Credit and maintain it for the period ending one hundred twenty or (120ii) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on is no longer required under the existing Letter of Credit terms and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements conditions of this Addendum #1. The form Agreement, including, without limitation, the termination of this Agreement, the Ceding Company agrees to cooperate and terms provide its approval of the cancellation of the Letter of Credit to the issuer of the Letter of Credit. (g) Immediately upon the receipt of any notice of cancellation of or reduction in the amount of any existing Letter of Credit from the issuer, the Ceding Company shall be reasonably acceptable notify the Reinsurer of such cancellation notice in order that the Reinsurer can respond to Landlord and shall provide, among other things, satisfy any shortfall in effect that:collateralization of the Required Amount associated with the cancellation or reduction in the Letter of Credit.

Letter of Credit. In lieu Tenant agrees to provide, at Tenant’s sole cost and expense, a Letter of providing a cash Security Deposit, simultaneously with Credit (as defined below) in the execution Letter of Credit Required Amount (as defined below) as additional security for the faithful performance and observance by Tenant of all of the provisions of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to on the terms and conditions set forth in the Leasebelow. The terms use, application or retention of the Letter of Credit, which are subject or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew proceed against the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be reasonably acceptable entitled. As used herein the term “Letter of Credit Required Amount” initially means $362,737.50. Subject to the remaining terms of this Article 55, and provided the Reduction Condition (as defined below) has been satisfied at the particular reduction effective date. Tenant shall have the right to reduce the Required Amount so that the new Required Amount shall be $241,825.00 effective as of the first day of the forty third (43rd) month of the Term and $120,912.50 effective as of the first day of the sixty first (61st) month of the Term. If Tenant is not entitled to reduce the Required Amount as of a particular reduction effective date due to the failure of the Reduction Condition, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the reduction Tenant would have been entitled to had the Reduction Condition been satisfied. If Tenant is entitled to a reduction in the Required Amount, Tenant shall provide Landlord with written notice requesting that the Required Amount be reduced as provided above (the “Reduction Notice”). If Tenant provides Landlord with a Reduction Notice, and Tenant is entitled to reduce the Required Amount as provided herein, the reduction shall provide, among other things, be effectuated by Tenant replacing the Letter of Credit then being held by Landlord with a new Letter of Credit in effect that:the new Required Amount or amending the then-existing Letter of

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

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

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

Letter of Credit. In lieu 38.1. At the time of providing a cash Security Deposit, simultaneously with the Tenant’s execution of this Lease, Tenant may deliver to shall deposit with Landlord an irrevocable and transferable a letter of credit in the form attached hereto as Exhibit “E” issued by a United States banking institution in the amount of Three Hundred Fifty Thousand Dollars ($350,000.00) (the “Letter of Credit”) running in favor of Landlord, with ). Landlord shall hold the Letter of Credit securing as security for the full performance by Tenant of all terms, covenants and conditions of this Lease. Upon the occurrence of an Event of Default by Tenant involving the failure to pay money, Landlord may draw upon the Letter of Credit in the amount owed by Tenant. If at any time during the Lease Term, Landlord draws against the Letter of Credit in whole or in part in order to cure an Event of Default, Tenant shall within ten (10) business days after demand by Landlord tender to Landlord a replacement Letter of Credit in the full amount required hereunder. If the Lease Term is then continuing, and Landlord has received notice from the banking institution issuing the Letter of Credit that the Letter of Credit will not be renewed, Tenant shall deliver to Landlord a replacement Letter of Credit no later than ten (10) business days after Landlord’s receipt of such notice. If Tenant shall fail to timely deliver a replacement Letter of Credit as aforesaid, then Landlord shall be entitled to draw immediately under the Letter of Credit in Landlord’s possession, and shall hold the funds so drawn as a cash security deposit. 38.2. Provided (i) no Event of Default by Tenant then exists, (ii) no Event of Default by Tenant has existed within the fourteen (14) months prior to any scheduled reduction, and (iii) with respect to those reductions to occur after January 1, 2010, Tenant has secured additional funding for its business in an amount sufficient to secure Tenant’s ongoing obligations hereunder subject under this Lease to be determined by Landlord in its reasonable business judgment based upon financial statements and related documentation provided by Tenant, Tenant shall have the terms and conditions set forth in right to decrease the Lease. The terms amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply Credit then held by Landlord in accordance with the provisions of this Addendum #1following reduction schedule: 38.2.1. The Letter of Credit shall may be issued by a bank acceptable reduced to Landlord in Landlord’s reasonable discretion and under Three Hundred Six Thousand Dollars ($306,000.00) during the supervision seventeenth (17th) full month of the banking commission of Lease Term following the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionCommencement Date. 38.2.2. The Letter of Credit may be reduced to Two Hundred Fourteen Thousand Dollars ($214,000.00) during the thirty first (31st) full month of the Lease Term following the Commencement Date. 38.2.3. The Letter of Credit may be reduced to One Hundred Twelve Thousand Dollars ($112,000.00) during the forty fifth (45th) full month of the Lease Term following the Commencement Date. 38.2.4. The Letter of Credit may be reduced to Sixty Thousand Dollars ($60,000.00) during the fifty ninth (59th) full month of the Lease Term following the Commencement Date. In the event that Tenant misses a reduction date due to an Event of Default during the prior fourteen (14) months and does not have an Event of Default during the 14-month period following the missed reduction date, the reduction schedule shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew recommence and the Letter of Credit and maintain it for may be reduced to the period ending one hundred twenty (120) days after the end amount of the calendar year missed reduction, such differential to continue throughout the remainder of the reduction schedule. By way of example and not limitation, if Tenant misses the reduction in which the 31st month of the Lease Term expiresdue to an Event of Default but does not suffer an Event of Default thereafter for fourteen (14) months, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on be reduced to $214,000 during the existing Letter of Credit 45th month and maintain $112,000 during the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms 59th month of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Lease Term.

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the (a) Within five (5) days after Tenant’s execution and delivery of this Lease, Tenant may deliver to shall deposit with Landlord an a clean, irrevocable and transferable unconditional letter of credit payable at sight in a form acceptable to Landlord in its reasonable discretion (“Letter of Credit”) running issued by a bank or financial institution and branch, all approved by Landlord in its reasonable discretion (the “Bank”) in favor of Landlord, with in the amount of Five Million Dollars ($5,000,000.00) as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. The Letter of Credit shall have a term which expires no sooner than sixty (60) days after the Expiration Date, or Tenant may deliver a one (1) year unconditional and irrevocable Letter of Credit which by its terms automatically, for the remainder of the Term, renews for successive one (1) year periods unless the Bank provides no less than thirty (30) days’ written notice to Landlord that such Letter of Credit shall not be renewed, in which event Landlord shall have the right to draw down the entire amount of the Letter of Credit securing unless Tenant substitutes, at least ten (10) business days prior to the expiration of such Letter of Credit, a new Letter of Credit which meets the requirements of this Paragraph 7. Landlord hereby approves Silicon Valley Bank as an acceptable Bank for the issuance of the initial Letter of Credit, subject to Paragraph 7(d) below. (b) The Letter of Credit shall permit multiple drawings and be fully transferable by Landlord without the payment of any fees or charges by Landlord. If Tenant defaults under this Lease, including the payment of Rent, and fails to cure any such default after any required notice and within any applicable cure period, or if Landlord receives a notice that the Letter of Credit will not be renewed, (i) Landlord shall have the right to require the Bank to make payment to Landlord or its designee of the entire proceeds of the Letter of Credit (or, in the event of a default, a portion of such proceeds reasonably required to cure such default), and (ii) Landlord may, at Landlord’s option, (but Landlord shall not be required to), apply or retain the whole or any part of such sum so paid to it by Tenant or the Bank to the extent required for the payment of any Rent or any other sum as to which Tenant is in default, and any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord, and (iii) Landlord or any Superior Mortgagee (defined below) shall hold the remainder of such sum paid to it by the Bank or Tenant, if any, for Landlord’s benefit, as security for the faithful performance and observance by Tenant of the terms, covenants, and conditions of this Lease on Tenant’s obligations hereunder subject part to be observed and performed, with the terms and conditions same rights as hereinabove set forth to apply or retain the same in the event of any further default by Tenant under this Lease. The terms If Landlord applies or retains any part of the proceeds of the Letter of Credit, Tenant shall, within five (5) business days after demand from Landlord, restore the Letter of Credit to its original amount and deliver it to Landlord or its designee so that Landlord or its designee shall have the full Letter of Credit on hand at all times during the Term (and any extension), in which event Landlord shall immediately return to Tenant any unused proceeds retained by Landlord or its designee. Tenant’s failure to do so within five (5) business days after receipt of such demand shall constitute a breach of this Lease. (c) In the event of a transfer, sale or lease of Landlord’s interest in the Building, Landlord shall transfer or cause to be transferred either the cash or Letter of Credit or any sums collected thereunder by Landlord, together with any other sums then held by Landlord or its designee as such security, to the transferee, vendee or lessee; Tenant, at its sole cost, shall arrange for the transfer of the Letter of Credit, and Landlord thereupon shall be released by Tenant from all liability under this Paragraph. Upon the written assumption of this Lease by such transferee, Tenant agrees to look solely to the new landlord for the return of the cash or Letter of Credit or any sums collected thereunder and any other security, and the provisions hereof shall apply to every transfer or assignment of the Letter of Credit or any sums collected thereunder and any other security to a new landlord. Tenant further covenants that it shall not assign or encumber, or attempt to assign or encumber, any part of such security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Landlord shall not be required to exhaust its remedies against Tenant before having recourse to the Letter of Credit or such cash security held by Landlord. Recourse by Landlord to the Letter of Credit or such security shall not affect any remedies of Landlord which are subject provided in this Lease or which are available to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Landlord in law or equity. The Letter of Credit (except as same may have been applied by Landlord in accordance with this Lease), shall be issued returned to Tenant within ninety (90) days after the expiration of this Lease. (d) If at any time (a) the financial institution that provided the Letter of Credit is either (i) closed by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If Corporation (“FDIC”) or any other governmental authority, or (ii) declared insolvent by the credit FDIC for any reason, or (b) Landlord reasonably believes that such financial institution will either be (y) closed by the FDIC or any governmental authority, or (z) declared insolvent by the FDIC for any reason, Tenant shall, within five (5) days after either the occurrence of such closure or declaration of insolvency or notice from Landlord that Landlord reasonably believes that such financial institution will close or be declared insolvent, either (1) provide Landlord a replacement Letter of Credit satisfying all of the bank that originally issues terms of this section, or (2) post a cash security deposit in the amount of the Letter of Credit becomes unacceptable to Landlord in with Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from failing which a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit Default shall be irrevocable for deemed to have occurred as of the period ending no less than one end of such five (15) year day period. (e) Tenant hereby waives any and all rights under and the benefits of Section 1950.7 of the California Civil Code, and all other provisions of law now in force or that become in force after the date of issuance. Tenant shall renew the Letter execution of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresthis Lease, and shall that provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on claim from a security deposit only those sums reasonably necessary to remedy defaults in the existing Letter payment of Credit rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and maintain Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the funds as a non-interest-bearing deposit to be returned to act or omission of Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. or Tenant’s officers, agents, employees, independent contractors, or invitees. (f) The form and terms amount of the Letter of Credit shall be subject to possible reduction in accordance with the following provisions; provided that (A) during the twelve (12) month period immediately preceding the effective date of any such reduction Tenant has not been in Default, and (B) in no event shall the amount of the Letter of Credit ever be reduced to an amount which is less than One Million Dollars ($1,000,000.00): (i) Beginning as of April 1, 2020 and on each year thereafter, Tenant shall have the right to reduce the amount of the Letter of Credit by the sum of $500,000.00; and (ii) Beginning as of October 1, 2020 in the event Tenant has achieved any of the following financial milestones (as evidenced by documentary evidence reasonably acceptable satisfactory to Landlord), Tenant shall have the right to reduce the amount of the Letter of Credit by the sum of $500,000.00 for each such milestone: (A) achieving annual total revenues equal or exceed Three Hundred Million Dollars ($300,000,000.00) in a fiscal year; (B) achieving annual total revenues equal or exceed Five Hundred Million Dollars ($500,000,000.00) in a fiscal year; (C) achieving an EBITDA margin of five percent (5%) or better in two (2) consecutive fiscal years; (D) achieving a pre-tax margin of fifteen percent (15%) or better in two (2) consecutive fiscal years; and (E) executing an initial public offering, with a total market capitalization in excess of One Hundred Million Dollars ($100,000,000.00). (iii) In order to effect any such reduction in the Letter of Credit, Tenant shall deliver to Landlord either an amendment to the existing Letter of Credit or a replacement letter of credit in the new amount that otherwise complies with all other applicable requirements specified in this Paragraph 7. Notwithstanding anything in this Paragraph 7 to the contrary, there shall be no return or reduction of the Letter of Credit to Tenant at any time while Tenant is in default of any of its material, monetary obligations under this Lease. Landlord shall reasonably cooperate with Tenant and shall provide, among other things, in effect that:the Bank to provide such authorizations as may be required to accomplish any such reduction.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with Subsequent to the execution and delivery of this Leasethe Initial Consent, Tenant may deliver the Franchisees delivered to Landlord Wendy’s and WNAP, as beneficiaries, an irrevocable and transferable letter Irrevocable Standby Letter of credit Credit in the face amount of One Million Dollars ($1,000,000) (the “DavCo Letter of Credit”) running in favor which replaced the letter of Landlord, with credit issued to Wendy’s pursuant to the Existing Franchise Agreements. Wendy’s and Franchises agree that such DavCo Letter of Credit securing Tenantmay be replaced at any time and from time to time with a substitute letter of credit issued by a national bank acceptable to Wendy’s obligations hereunder subject and WNAP, which substitute letter of credit shall contain the same terms required by this Amended Consent to Assignment. Any reference herein to the terms and conditions set forth in the LeaseDavCo Letter of Credit shall include any such substitute letter of credit. The terms initial issuer of the DavCo Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions Credit and any issuer of this Addendum #1. The a substitute DavCo Letter of Credit shall be issued by a bank acceptable referred to Landlord in Landlord’s reasonable discretion and under herein as the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the “Issuing Bank.” A. Any DavCo Letter of Credit becomes unacceptable shall include an “evergreen clause” providing that it shall be automatically extended for an additional period of one year from the present or future expiration date, unless at least forty-five (45) days prior to Landlord in Landlordsuch date the Issuing Bank notifies DavCo Operations, Wendy’s reasonable discretionand WNAP, Tenant shall at its cost substitute another by registered mail, return receipt requested, that it has decided not to extend the DavCo Letter of Credit beyond the current expiration date. In the event Wendy’s and WNAP are so notified, any unused portion of the credit shall be available to Wendy’s and/or WNAP upon presentation of a sight draft for forty-five (45) days after receipt by DavCo Operations, Wendy’s and WNAP as shown on the signed return receipt. Wendy’s and WNAP shall place any unused portion of the credit so drawn in a cash collateral account to secure the obligations of Franchisees under the Franchise Contracts and each of DavCo Restaurants and DavCo Operations hereby grants to each of Wendy’s and WNAP a security interest in such cash collateral accounts. Each of Wendy’s and WNAP may draw against the cash collateral account held by it for any amounts due to it from DavCo Operations and/or DavCo Restaurants. Upon the termination or expiration of the Franchise Contracts and the full payment and satisfaction by Franchisees of all of their obligations thereunder, the balance, if any, in the cash collateral account(s) shall be returned to Franchisees. Franchisees shall from time to time execute and deliver to Wendy’s and WNAP such further documents and instruments as Wendy’s and WNAP may request with respect to such cash collateral account(s). B. Upon Franchisees’ request, following (i) the expiration or termination of the last to expire or terminate of the Franchise Contracts and the full payment and satisfaction by Franchisees of all of their obligations thereunder or (ii) subject to the prior written consent of Wendy’s, the assignment by Franchisees of all of their obligations under the Franchise Contracts and the assumption thereof by a bank that third party in accordance with the terms of such Franchise Contracts and this Amended Consent to Assignment, Wendy’s and WNAP shall agree to the cancellation and termination of the DavCo Letter of Credit. C. Either of Wendy’s or WNAP may draw under the DavCo Letter of Credit by presenting to the Issuing Bank its draft drawn at sight, together with its certificate (the “Certificate”) purportedly signed by an officer of Wendy’s or WNAP certifying that: (i) payment to (Wendy’s or WNAP) of $ is acceptable due under the Franchise Contracts and has not been paid; and (ii) not less than five (5) business days prior to Landlord in Landlordthe date of delivery of the Certificate (to the Issuing Bank), (Wendy’s sole reasonable discretionor WNAP) has delivered written notice to Franchisees of its intention to demand payment under the DavCo Letter of Credit. There shall be no other conditions or restrictions upon the right of Wendy’s or WNAP to payment under the DavCo Letter of Credit. Partial drawings (and multiple drawings) shall be permitted. D. The DavCo Letter of Credit shall be irrevocable subject to the Uniform Customs and Practice for Documentary Credits of the period ending no less than one (1) year after International Chamber of Commerce in effect as of the date of issuance. Tenant shall renew the DavCo Letter of Credit and maintain it for is issued. E. The right of Wendy’s or WNAP to payment under the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the DavCo Letter of Credit shall not obligate Wendy’s or WNAP to exercise such right in order to cure a payment default under the Franchise Contracts, and the availability of the DavCo Letter of Credit shall not be reasonably construed as a cure or ability to cure any payment default under the Franchise Contracts. F. A material default under the Franchise Contracts shall occur if the DavCo Letter of Credit expires or is revoked and an acceptable substitute letter of credit has not been issued, as provided herein. G. If the Transaction Closing shall occur: (i) concurrently therewith, Franchisees shall cause the face amount of the DavCo Letter of Credit to Landlord be increased to Three Million Dollars ($3,000,000); and (ii) effective as of January 1, 2007, Franchisees shall providecause the face amount of the DavCo Letter of Credit to be increased to Four Million Dollars ($4,000,000). H. Franchisees shall cause the DavCo Letter of Credit to be maintained at the then required amount as set forth above and, among other thingsto the extent of any drawings under the DavCo Letter of Credit which reduce the amount available to be drawn under the DavCo Letter of Credit, in effect that:shall, within twenty (20) days after any such reduction, cause the DavCo Letter of Credit to be amended such that the full amount of the then required amount of the DavCo Letter of Credit is available to be drawn.

Letter of Credit. In lieu (a) At any time Borrower may substitute for the funds then required to be on deposit in each of providing the Required Repair Fund, Environmental Remediation Reserve Fund, Vacant B Space Rollover Reserve Fund, Rollover Reserve Fund, BofA Reserve Fund and Debt Service Fund one or more Letters of Credit, each in an amount equal to the amount of funds then required to be on deposit in the Reserve Fund for which Borrower desires to substitute a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor . After the occurrence and during the continuance of Landlordan Event of Default, with the Lender may make draws of amounts then required to be available under each Letter of Credit securing Tenant’s obligations hereunder subject to repay the Indebtedness. Each Letter of Credit delivered to the Lender or its assigns by the Borrower shall be received and held by such Person in trust for the benefit of the Lender as security for the Loan. If a Letter of Credit is delivered and Borrower subsequently in lieu thereof deposits funds in an amount equal to the amount of funds then required to be on deposit in a Reserve Fund into the applicable Reserve Fund, then upon request of Borrower, Lender shall thereupon return to Borrower the original Letter of Credit relating to such Reserve Fund. If a Letter of Credit is delivered and subsequently the amount of funds then required to be on deposit in a Reserve Fund decreases, then upon request of Borrower and delivery by Borrower of a replacement Letter of Credit reflecting such decreased amount, Lender shall thereupon return to Borrower the original Letter of Credit relating to such Reserve Fund. (b) As of any date of determination until the expiration of a Letter of Credit, the maximum amount available to be drawn thereunder shall equal the initial amount thereof less any amounts drawn thereunder in accordance with the terms and conditions set forth hereof. The amount of each such Letter of Credit shall not be reinstated after any withdrawal or reduction in the Leaseamount available. The terms Guarantor shall be responsible for the payment of all fees incurred in maintaining a Letter of Credit and the issuer of any such Letter of Credit shall not have any interest in the Property. No draw under a Letter of Credit may exceed the stated amount of such Letter of Credit at the time of such draw. On a semi-annual basis until the expiration of the Letter of Credit, which are subject to Landlord’s reasonable consentthe Borrower shall calculate the amount available under any Letter of Credit, shall strictly comply confirm such amount with each Letter of Credit Provider and shall notify the provisions Lender of this Addendum #1. The such amounts. (c) Not later than thirty days prior to the stated expiration date of each Letter of Credit (if such Letter of Credit is due to expire prior to the LC Expiration Date), such Letter of Credit shall be issued renewed to the extent funds are available thereunder for the succeeding twelve month period by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues notice given by the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionProvider. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew If the Letter of Credit and maintain it for the period ending one hundred is not so renewed on or prior to such date, not later than twenty (12020) days prior to the effective date of the termination of such Letter of Credit, the Lender or its assigns shall draw the entire amount then available under such Letter of Credit in accordance with the terms thereof and deposit such amount in the corresponding Reserve Fund, unless there is delivered to the Lender a replacement letter of credit therefor or alternative form of credit enhancement acceptable to the Lender and the Rating Agencies (if the Loan has been included in a Securitization). In addition, if at any time the Letter of Credit Provider ceases to be an Approved Bank, the Borrower or the Lender (to the extent either party has knowledge of the foregoing) shall notify the other in writing that the Letter of Credit Provider has ceased to be an Approved Bank. In such event, the Lender shall draw the entire amount then available to be drawn under the applicable Letter of Credit, unless there is delivered to the Lender a replacement letter of credit or alternative form of credit enhancement acceptable to the Lender and the Rating Agencies (if the Loan has been included in a Securitization) within twenty (20) days after the end delivery of such written notice. The amount so drawn shall be deposited in the calendar year corresponding Reserve Fund. (d) The Borrower shall take all action requested by the Lender to enforce its rights under any Letter of Credit in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions event of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew default by the Letter of Credit within ten (10) Business Days Provider and shall not waive, amend or otherwise modify any of its expirationrights thereunder. The Borrower shall, Landlord may draw on at any time, if in the existing Lender’s reasonable judgment such action is necessary in order to maintain the ratings from the Rating Agencies if the Loan has been included in a Securitization, modify this Section 16.10 or extend any Letter of Credit and maintain the or obtain another letter of credit or similar form of credit enhancement providing a source of funds as a non-interest-bearing deposit on terms substantially similar to be returned to Tenant on receipt those provided by Landlord of a substitute such Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Credit.

Letter of Credit. In lieu of providing A. The Reinsurer will provide at its own cost a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running that is not less in favor of Landlordvalue than the Security Amount, with the Letter of Credit securing Tenant’s obligations hereunder subject as defined above. The Ceding Company will provide to the terms and conditions set forth in the Lease. The terms Reinsurer an initial statement of the Letter of CreditSecurity Amount, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision thereafter annual statements of the banking commission of the State of California or the Federal Deposit Insurance CorporationSecurity Amount. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall A preliminary Security Amount statement will be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant provided to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal Reinsurer no later than thirty (30) days before expirationthe end of each year that the Agreement remains in effect, and a statement of any final adjustments must be received by the Reinsurer before the 10th day prior to the last working day of each year. B. Upon receipt of the initial Security Amount statement, the Reinsurer will promptly apply for and provide the Ceding Company with a clean, unconditional, evergreen and irrevocable letter of credit meeting the requirements of the State of New York and issued by a bank that is neither a parent, subsidiary, or affiliate of either the Ceding Company or the Reinsurer. The bank must be organized or licensed in the United States and must appear on the list of approved banks published by the Securities Valuation Office of the National Association of Insurance Commissioners. C. The amount available for draw under the letter of credit, will at all times equal or exceed the Security Amount reported by the Ceding Company in its most recent Security Amount statement. If Tenant fails such statement shows that the Security Amount is greater than the amount available for draw under the letter of credit as of the statement date, the Reinsurer will provide an amendment to renew the Letter letter of Credit credit within ten thirty (1030) Business Days days following delivery of its expirationsuch statement increasing the amount available for draw to the extent necessary. If the Security Amount statement shows that the Security Amount is less than the amount available for draw, Landlord the Reinsurer may draw on provide an amendment to the existing Letter letter of Credit credit within thirty (30) days following delivery of such statement releasing any unneeded credit. The amount of any letter of credit required under this Article may be determined net of any portion of the Security Amount that is funds withheld in accordance with this Agreement. D. Such letters of credix xxx xx drawn upon at any time, notwithstanding any other provisions of this Agreement, and maintain be utilized by the funds as a non-interest-bearing deposit Ceding Company or any successor by operation of law of the Ceding Company, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company for the following purposes: 1. to be reimburse the Ceding Company for Reinsurer's share of premiums returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms the owners of the Letter policies reinsured on account of Credit cancellation of the policies; 2. to reimburse the Ceding Company for Reinsurer's share of surrxxxxxx and benefits or losses paid by Ceding Company under the terms and provisions of the policies ceded under this Agreement; 3. to fund an account with Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from Ceding Company's liabilities for policies ceded under this Agreement. Such amounts shall include, but not be reasonably acceptable to Landlord limited to, amounts for policy reserves, reserves for claims and shall providelosses incurred (including losses incurred but not reported), among other things, in effect that:loss adjustment expenses and unearned Single Life Term YRT Treaty -- Effective 10/15/1999 Between HLIC and SCOR Life US Amendment 6 -- Effective 01/01/2007

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

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

Letter of Credit. In lieu (a) Within ten (10) business days of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may shall deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the unconditional Letter of Credit securing Tenant’s obligations hereunder subject pursuant to the terms and conditions set forth in Exhibit C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord suffers as a result of any breach or default by Tenant under this Lease. The terms In lieu of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Tenant may substitute the Letter of Credit becomes unacceptable by depositing with Landlord a cash deposit equal to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit amount; however, such substitution shall be subject to the prior written approval of Landlord and maintain it Landlord’s lender, which may be withheld in the discretion of either party. If Tenant is in default beyond any applicable notice and cure periods, Landlord may use the Security Deposit or Letter of Credit, or any portion thereof, to cure the default or to compensate Landlord for all damages which Landlord may suffer by reason of Tenant’s default. Tenant shall immediately on demand pay to Landlord a sum equal to the period ending one hundred twenty (120) days after the end portion of the calendar year Security Deposit expended or applied by Landlord as provided in which this Section so as to maintain the Term expires, and shall provide that it is automatically renewable for Security Deposit in the Term, unless released pursuant sum specified. Tenant’s failure to forthwith remit to Landlord an amount in cash sufficient to restore the Security Deposit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than original sum deposited within thirty (30) days before expirationafter receipt of such demand from Landlord shall constitute an event of default under the terms of this Lease. At the expiration or earlier termination of this Lease, Landlord shall return the Security Deposit to Tenant, less such amounts as are reasonably necessary to remedy Tenant’s default, to repair damages to the Premises caused by Tenant, or to clean the Premises upon such termination, as soon as is practicable thereafter but in no event later than the date which is thirty (30) days after such expiration or earlier termination. Landlord’s obligations with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may maintain the Security Deposit with Landlord’s general and other funds. Landlord shall not be required to pay Tenant interest on the Security Deposit. Tenant shall not mortgage, assign, transfer or encumber the Security Deposit without the prior written consent of Landlord. If Landlord sells its interest in the Premises, Landlord shall deliver the Security Deposit to the purchaser of Landlord’s interest and thereupon be relieved of any further liability or obligation with respect to the Security Deposit. Tenant fails hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect. (b) Provided that, as of each Reduction Date set forth below, a Default on the part of Tenant does not exist under this Lease, then Tenant will be eligible for a reduction in the amount of the Security Deposit or Letter of Credit, as the case may be, in accordance with the following provisions. If a Letter of Credit has been delivered to renew Landlord, then for any reduction in the Letter of Credit within ten (10) Business Days Amount, Tenant must provide Landlord on or before the applicable Reduction Date a replacement Letter of its expiration, Landlord may draw on Credit or a certificate of amendment to the existing Letter of Credit and maintain Credit, conforming in all respects to the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord requirements of a substitute this Article 6, in the amount of the applicable Letter of Credit from Amount as of such Reduction Date, On the first (1st) day of the fourth (4th) year following the date that Tenant meeting all requirements started the payment of this Addendum #1normal Base Rent (i.e. the first day of the 50th month of the Term) $ 1,651,300.00 $ 6,500,000.00 On the first (1st) day of the sixth (6th) year following the date that Tenant started the payment of normal Base Rent $ 800,000.00 $ 5,700,000.00 On the first (1st) day of the eighth (8th) year following the date that Tenant started the payment of normal Base Rent $ 800,000.00 $ 4,900,000.00 On the first (1st) day of the tenth (10th) year following the date that Tenant started the payment of normal Base Rent $ 825,000.00 $ 4,075,000.00 In the event the cash Security Deposit is then held by Landlord, then Landlord shall refund the applicable reduction amount to Tenant within thirty (30) days after the receipt of Tenant’s written request. The In the event a Letter of Credit is then held by Landlord, then at such time that Tenant timely tenders the replacement or amended Letter of Credit to Landlord in the form and terms of required in Article 6, Landlord shall exchange the Letter of Credit shall be reasonably acceptable to then held by Landlord and shall provide, among other things, in effect that:for the replacement or amended Letter of Credit tendered by Tenant.

Letter of Credit. In lieu of providing a cash Security Depositaddition and without limitation to any other security deposit or other security held by Landlord, simultaneously with the full execution of this Leasehereof, Tenant may deliver to shall deposit with Landlord an a clean, unconditional and irrevocable and transferable letter of credit automatically renewing on an annual basis, in the initial amount of Seven Hundred Thousand and No/100ths Dollars ($700,000.00), which letter of credit shall be substantially in the form annexed hereto as Exhibit E and incorporated herein by this reference (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued by a bank financial institution pre-approved and reasonably acceptable to Landlord in Landlord’s reasonable discretion , such approval and under acceptance not to be unreasonably withheld conditioned or delayed, and without limitation to the supervision generality of foregoing, the banking commission issuer of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another all times maintain a credit rating of at least AA- by Standard & Poors or Aa3 by Xxxxx’x rating, or such other financial institution approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord approves Texas Capital Bank as the issuer of the Letter of Credit from so long as it retains a bank minimum rating of BBB by Standard & Poors. In the event that is 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 pre-approved and reasonably acceptable to Landlord Landlord, such approval and acceptance not to be unreasonably withheld conditioned or delayed. Other than transfer fees payable in connection with a transfer of the Letter of Credit by Landlord’s sole reasonable discretion, all charges under the Letter of Credit are to be paid by the Tenant. The beneficiary shall be an entity named by Landlord. The Letter of Credit shall be irrevocable provide for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a 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 later earlier than thirty (30) days before expirationfollowing the Expiration Date. If Tenant fails The letter of credit shall contain a provision whereby the bank agrees to renew pay the sight draft or give notice of discrepancies on the date of presentation and waives any right to wait five banking days pursuant to Article 16 of the ICC Uniform Customs and Practice for Documentary Credits (2007 Revision). The Letter of Credit shall permit partial draws. Further, the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on shall permit the existing beneficiary to transfer the Letter of Credit to a subsequent owner or beneficiary, and maintain thereupon Landlord shall be discharged from further liability with respect to the funds as a non-interest-bearing deposit to be returned to Letter of Credit. Tenant on receipt hereby acknowledges that the security provided by Landlord of a substitute the Letter of Credit from Tenant meeting all requirements 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 this Addendum #1the Lease, as may be extended as provided in the Lease. The form and terms face amount of the Letter of Credit shall decline by One Hundred Forty Thousand and No/100ths Dollars ($140,000.00) on each anniversary of the Rent Commencement Date; however, the final reduction date and final expiration date of the Letter of Credit shall not occur until thirty (30) days following the Expiration Date. Notwithstanding the foregoing, the face amount of the Letter of Credit shall cease to decline for the balance of the Term of the Lease upon any event of a monetary default beyond any applicable notice and cure period, notice of which may be reasonably acceptable delivered to the issuing bank by Landlord. Further, in connection with any payment of Rent (as opposed to a monetary default beyond any applicable notice and cure period as set forth in the preceding sentence) that is overdue in excess of three (3) days, any applicable reduction effective date shall be delayed until such time as Tenant has not been late in the payment of Rent on more than one (1) occasion in the previous six (6) month period. In the event that the foregoing reduction schedule is delayed and extended, the parties will cooperate in good faith, at no cost to Landlord, to have the issuer either amend the existing Letter of Credit or issue a new Letter of Credit. At any time that a monetary default beyond any applicable notice and cure period occurs, Landlord (or the beneficiary) shall in its discretion have the right and option to draw down the Letter of Credit in the amount to cure the applicable default and apply the proceeds or any part thereof to any applicable amounts owed to Landlord. 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 and shall provide, among other thingsat least thirty (30) days prior to the expiration of the Letter of Credit a substitute Letter of Credit, in effect thatwhich event the proceeds will be held pursuant to Section 3 of the Lease. If Landlord shall have drawn down the Letter of Credit and applied all or a portion, then Tenant shall deposit with Landlord, within five (5) business 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. The following rules and regulations shall apply to the Premises, the Building, the Land and the appurtenances thereto: 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.

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

Letter of Credit. The Security Deposit may be delivered either in cash or in the form of letter of credit reasonably acceptable to Landlord. 5.8.1 In lieu of providing a depositing cash as the Security Deposit, simultaneously with Tenant shall have the execution of this Lease, Tenant may right to deliver to Landlord an unconditional, irrevocable and transferable standby letter of credit in the amount of the cash Security Deposit otherwise required hereunder, which letter of credit shall (“Letter of Credit”i) running be in favor of a form reasonably acceptable to Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall (ii) be issued by a bank financial institution selected by Tenant and reasonably acceptable to Landlord, (iii) be for the benefit of Landlord, but shall be assignable by Landlord to any subsequent purchaser or encumbrancer of the Building or the Premises, (iv) be automatically renewable from year to year throughout the Lease Term, (v) be payable by draft sight in a location reasonably acceptable to Landlord in Landlord’s reasonable discretion and upon presentation of a certification signed by an officer of Landlord which states that a Default under the supervision Lease has occurred and has not been cured within any applicable cure period and the cure of the banking commission Default is not being diligently pursued, and (vi) be payable in the event such letter of the State of California credit is not renewed on or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after before the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before prior to its expiration. If Tenant fails to renew the Letter Any amounts of Credit within ten (10) Business Days cash drawn on a letter of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds credit Security Deposit will thereafter be treated as a non-interest-bearing deposit cash Security Deposit hereunder. 5.8.2 Tenant shall have the right at any time during the Lease Term upon five (5) days’ prior written notice to be returned Landlord (i) to Tenant on receipt by Landlord replace a cash Security Deposit with a letter of a substitute Letter of Credit from Tenant meeting credit which complies with all requirements of this Addendum #1. The form and the terms of the Letter Section 5.8.1, or (ii) to replace a letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:credit Security Deposit with an applicable amount of cash.

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

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

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

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

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

Letter of Credit. In lieu The Reinsurer agrees to apply for and secure timely delivery to the Company of providing a cash Security Depositclean, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“unconditional Letter of Credit”Credit containing language substantially similar to the language contained in Schedule D hereto (with any changes to such language as may be required to obtain regulatory approval) running in favor issued by a bank acceptable to the Company, and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company. Such Letter of LandlordCredit shall be issued for a period of not less than one year, with and shall be automatically extended for one year from its date of expiration or any future expiration date unless sixty (60) days prior to any expiration date the issuing bank shall notify the Company by registered mail that the issuing bank elects not to consider the Letter of Credit securing Tenant’s obligations hereunder subject extended for any additional period, in which case Reinsurer shall deliver to the terms Company not less than 10 days prior to such expiration date an equivalent Letter of Credit issued by a bank acceptable to the Company and conditions set forth in the Leaseinsurance regulatory authorities having jurisdiction over the Company. The terms Reinsurer shall pay for all costs, fees and expenses associated with the procurement and maintenance of the such Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable in an amount at least equal to Landlord in Landlord’s reasonable discretion and under the supervision 102% of the banking commission Reinsurer's Coinsurance reserve. At inception and at the end of each quarterly reporting period the Company shall prepare a specific statement of the State Reinsurer's Coinsurance reserve for the sole purpose of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues amending the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionCredit. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than Within thirty (30) days before expiration. If Tenant fails after receipt of such a statement, the Reinsurer shall secure delivery to renew the Company of an amendment to the Letter of Credit within ten (10) Business Days to the amount equal to at least 102% of its expiration, Landlord may draw on the existing Reinsurer's Coinsurance reserve. Such Letter of Credit and maintain the funds as a non-interest-bearing deposit may be drawn upon at any time, notwithstanding any other provisions of this Agreement, but only to be utilized by the Company or its successors in interest for the following purposes: a) to reimburse the Company for the Reinsurer's share of premiums returned to Tenant the owners of policies reinsured under the Agreement on receipt account of cancellations of such policies; b) to reimburse the Company for the Reinsurer's share of surrenders and benefits or losses paid by Landlord the Company under the terms and provisions of a substitute Letter the policies reinsured under the Agreement; c) in the event of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms nonrenewal of the Letter of Credit as provided above, to fund an account with the Company in an amount at least equal to the deduction, for reinsurance ceded, from the Company's liabilities for policies ceded under the Agreement (such amount shall include, but not be limited to, amounts for policy reserves, claims and losses incurred, and unearned premium reserves); and d) to pay any other amounts due to the Company under the reinsurance agreement. Any excess amount drawn beyond the amount needed to satisfy the above shall be reasonably acceptable promptly returned to Landlord and shall provide, among other things, in effect that:the Reinsurer without diminution because of insolvency on the part of the Company or the Reinsurer.

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with Sublandlord hereby affirms that is has no right to draw upon the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable stand-by letter of credit in the amount of $120,610.67 (the “Letter of Credit”) running provided by Subtenant under the Sublease, so long as Subtenant does not default under the Sublease prior to the Termination Date. Provided that the Sublease is terminated as set forth in favor Section 1(a) above, Sublandlord shall deliver to Subtenant at Subtenant’s suite in the Building either (a) the original Letter of Landlord, with Credit and a letter on Sublandlord’s letterhead instructing the issuing bank thereunder to cancel the Letter of Credit securing Tenant’s obligations hereunder subject to (collectively, the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The “Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under Documents”) or (b) if, after the supervision date of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues this Agreement, Sublandlord has drawn on the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionaccordance with the Sublease, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew then any amount drawn on the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end that is in excess of the calendar year in which amount applied by Sublandlord to Subtenant’s obligations arising under the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant Sublease prior to the provisions of this Section or unless Termination Date (the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew “Excess Draw Amount”), as well as the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on Documents if the existing original Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant has not been drawn on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1in full. The form and terms Concurrently with Sublandlord’s delivery of the Letter of Credit Documents, Subtenant shall be reasonably acceptable deliver to Landlord Sublandlord the sum of $158,276.00 (which includes sales tax on the purchase price) in immediately available funds as payment for the purchase of the “Furniture” pursuant to the Furniture Sale Agreement and Xxxx of Sale attached as Exhibit A. Provided that the Sublease is terminated as set forth in Section 1(a) above, the deliveries required by this Paragraph 3 shall provideoccur at a mutually agreed upon time (x) on the Termination Date if the Termination Date is March 15, among other things2005 or (y) three Business Days after the Termination Date if the Termination Date is after March 15, in effect that:2005.

Letter of Credit. In lieu place of providing a cash Security Depositcash, simultaneously with Tenant may, at its option, ---------------- obtain and deliver to Landlord before the execution Commencement Date and keep open for the entire term of this Lease, Tenant may deliver to Landlord including any renewal, extension and holdover periods, an irrevocable and transferable letter of credit (“divisible Letter of Credit”) running Credit in favor the amount set forth under paragraph F of the Summary of Basic Lease Terms, naming Landlord as beneficiary and drawn on a bank reasonably approved by Landlord and confirmed by Landlord's bank. Except for the name and address of the banks involved, with the Letter of Credit securing Tenant’s obligations hereunder subject to be opened by Tenant shall be in the form and wording as the Letter of Credit attached as Exhibit "J" and incorporated herein by this reference (the "Security Deposit Letter of Credit"). The Security Deposit Letter of Credit may be drawn upon in whole or in part by Landlord upon demand by written draft and a notarized statement signed by Landlord or its authorized agent, that it is entitled to draw upon the security deposit under the terms of this Lease. There shall be no other conditions to drawing upon the Security Deposit Letter of Credit. By delivering such demand draft to the terms and conditions set forth in bank issuing or confirming the Lease. The terms of the Security Deposit Letter of Credit, which are subject Landlord warrants that it has a right to Landlord’s reasonable consent, shall strictly comply with draw against the provisions security deposit under the terms of this Addendum #1Lease. The Letter of Credit Landlord shall be issued by have a bank acceptable right to Landlord in Landlord’s reasonable discretion and under draw upon the supervision of the banking commission of the State of California or the Federal Security Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for convert the period ending one hundred twenty (120) days after Security Deposit Letter of Credit to a cash security deposit upon any default under this Lease, or upon the end occurrence of any event under this Lease which would give rise to Landlord's right to draw against the calendar year in which cash security deposit described above, or if the Term expiresSecurity Deposit Letter of Credit is not renewed before, and shall evidence thereof provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal Landlord no later than thirty (30) days before expiration. If Tenant fails prior to renew the maturity date (and each successive maturity date) of the Security Deposit Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1Credit. The form and terms of the This Security Deposit Letter of Credit shall remain in place and be reasonably acceptable renewed or replaced if necessary for the entire term of this Lease. Landlord agrees that if it has not drawn on the Security Deposit Letter of Credit to satisfy obligations under this Lease, Landlord and shall provide, among other things, in effect that:will release the Security Deposit Letter of Credit upon the Expiration of one (1) month after the end of the original term demised under this Lease.

Letter of Credit. In At Tenant's election, in lieu of providing a cash paying the Security Deposit, simultaneously with Deposit or the execution of this LeaseRemoval Deposit in cash, Tenant may may, on or before the date on which the Security Deposit or Removal Deposit is due, deliver to Landlord an irrevocable and transferable irrevocable, unconditional letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be 's beneficiary issued by a bank acceptable satisfactory to Landlord in Landlord’s reasonable discretion and under the supervision amount of the banking commission of the State of California Security Deposit or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionRemoval Deposit, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionas applicable. The Letter letter of Credit credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for one (1) year periods ending not earlier than sixty (60) days after the Term, unless released pursuant to expiration of the provisions Term without any action whatsoever on the part of this Section or unless Landlord; provided that the issuing bank delivers a shall have the right not to renew said letter of credit on written notice of non-renewal no later to Landlord not less than thirty sixty (3060) days before expirationprior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is sixty (60) days after the date of such notice). If Tenant fails In the event the issuing bank elects not to renew the Letter letter of Credit within ten (10) Business Days of its expirationcredit, Tenant shall either provide Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of with a substitute Letter letter of Credit from Tenant meeting credit which meets all requirements of this Addendum #1the criteria contained herein or deposit the amount of the Security Deposit with Landlord in cash. The form and terms of the Letter letter of Credit credit shall be reasonably acceptable to Landlord in all respects and shall provide, among other things, in effect that: (a) Landlord, its beneficiary, or its then managing agent shall have the right to draw down an amount up to the face amount of the letter of credit upon the presentation to the issuing bank of a sight draft only. (b) The letter of credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement. (c) In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee and thereupon the Landlord shall, without any further agreement between the parties, 44 be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. If, as a result of any draw on the letter of credit the Security Deposit evidenced by the letter of credit shall be reduced, Tenant shall, within ten (10) days thereafter, provide Landlord with additional letter(s) of credit in the form required hereunder in an amount equal to the deficiency so that the letter(s) of credit shall be in the aggregate amount of the Security Deposit. Without limiting the generality of the foregoing, if the letter of credit expires earlier than sixty (60) days after the expiration of the Term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration of the original letter of credit), irrevocable and automatically renewable as above provided to sixty (60) days after the end of the Term of this Lease upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord. However, (i) if the letter of credit is not timely renewed or a substitute letter of credit is not timely received, (ii) or if Tenant fails to maintain the letter of credit in the amount and terms set forth in this Article XXXIII, Tenant, at least thirty (30) days prior to the expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Article XXXIII must deposit with Landlord cash or a substitute letter of credit from a bank as financial institution acceptable to Landlord in the amount of the Security Deposit or Removal Deposit, as applicable, required by this Lease. The cash or letter of credit shall to be held subject to and in accordance with, all of the terms and conditions set forth in Section 33.1 and 33.2 hereof, as applicable, or this Section 33.3. In the event Tenant does not deposit with Landlord cash or the substitute letter of credit, the Landlord, its beneficiary or managing agent may present such letter of credit to the issuing bank, in accordance with the terms of this Article XXXIII and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in Section 33.1 or 33.2, as applicable.

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

Letter of Credit. In lieu of providing a cash Security DepositAn unconditional, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable standby letter of credit can be utilized to meet the Financial Security requirement. As stated below, the form, substance, and provider of the letter of credit must all be acceptable to PJMSettlement. • The letter of credit will only be accepted from U.S.-based financial institutions or U.S. branches of foreign financial institutions (“Letter of Creditfinancial institutions”) running in favor that have a minimum corporate debt rating of Landlord“A” by Standard & Poor’s or Fitch Ratings, with or “A2” from Xxxxx’x Investors Service, or an equivalent short term rating from one of these agencies. PJMSettlement will consider the Letter of Credit securing Tenant’s obligations hereunder subject lowest applicable rating to be the terms and conditions set forth in the Lease. The terms rating of the Letter financial institution. If the rating of Credita financial institution providing a letter of credit is lowered below A/A2 by any rating agency, which are subject then PJMSettlement may require the Participant to Landlord’s reasonable consentprovide a letter of credit from another financial institution that is rated A/A2 or better, shall strictly or to provide a cash deposit. If a letter of credit is provided from a U.S. branch of a foreign institution, the U.S. branch must itself comply with the provisions terms of this Addendum #1credit policy, including having its own acceptable credit rating. • The Letter letter of Credit credit shall state that it shall renew automatically for successive one-year periods, until terminated upon at least ninety (90) days prior written notice from the issuing financial institution. If PJM or PJMSettlement receives notice from the issuing financial institution that the current letter of credit is being cancelled, the Participant will be issued by a bank required to provide evidence, acceptable to Landlord in Landlord’s reasonable discretion and under the supervision PJMSettlement, that such letter of credit will be replaced with appropriate Financial Security, effective as of the banking commission cancellation date of the State letter of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretioncredit, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationthe cancellation date of the letter of credit. Failure to do so will constitute a default under this credit policy and one of more of the Agreements. • The letter of credit must clearly state the full names of the "Issuer", "Account Party" and "Beneficiary" (PJMSettlement), the dollar amount available for drawings, and shall specify that funds will be disbursed upon presentation of the drawing certificate in accordance with the instructions stated in the letter of credit. The letter of credit should specify any statement that is required to be on the drawing certificate, and any other terms and conditions that apply to such drawings. • The PJMSettlement Credit Application contains an acceptable form of a letter of credit that should be utilized by a Participant choosing to meet its Financial Security requirement with a letter of credit. If Tenant fails to renew the Letter letter of Credit within ten (10) Business Days credit varies in any way from the PJMSettlement format, it must first be reviewed and approved by PJMSettlement. All costs associated with obtaining and maintaining a letter of its expiration, Landlord credit and meeting the policy provisions are the responsibility of the Participant • PJMSettlement may draw on accept a letter of credit from a Financial Institution that does not meet the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements credit standards of this Addendum #1. The policy provided that the letter of credit has third-party support, in a form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall providePJMSettlement, among other things, in effect that:from a financial institution that does meet the credit standards of this policy.

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Within five (5) business days after execution of this Lease, Tenant may deliver shall provide to Landlord an irrevocable and transferable a letter of credit (“the "Letter of Credit”") running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Leaseamount of $101,117.00 (the "Maximum Guaranteed Amount") drawn upon Intrust Bank, 0000 Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Such Letter of Credit shall be issued by in a bank form acceptable to Landlord and be subject to being drawn upon in Landlord’s reasonable discretion and under the supervision event of the banking commission occurrence of a Default by Tenant in an amount not to exceed the "Unamortized Capital Balance" at the time of such Default. The Unamortized Capital Balance shall be calculated from time to time by fully amortizing the Maximum Guaranteed Amount by 1/60 for each month during the initial sixty (60) months of the State of California or Term that Tenant makes timely Monthly Base Rent payments to Landlord. Tenant shall have the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues right to replace the Letter of Credit becomes unacceptable annually prior to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another the expiration of the then current Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant an amount equal to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationthen remaining Unamortized Capital Balance. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw Any amounts drawn on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable applied by Landlord against any sums owing by Tenant as a result of a Default, and any remainder thereafter shall be applied to sums next due and owing to Landlord by Tenant under the Lease. If the Letter of Credit is not delivered to Landlord within the time period provided for herein, or if a replacement Letter of Credit is not delivered annually prior to the expiration of the then effective Letter of Credit, as applicable, Landlord, at its option, subject to five (5) business days prior written notice to Tenant, may elect thereafter to cancel this Lease by delivering written notice thereof to Tenant provided such notice is given to Tenant prior to Landlord's receipt of the Letter of Credit or replacement Letter of Credit, as applicable. Landlord, at Landlord's sole option, may elect to waive the requirements of this Section 25.16 and shall provide, among other things, cancel the Letter of Credit following its review of Tenant's corporate financial statements if the "Net Change in effect that:Cash & Cash Equivalents" entry reflected on such financial statements indicates a positive cash flow balance over no less than a thirty-six (36) consecutive month period.

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

Letter of Credit. In lieu of providing A. The Reinsurer shall provide to the Ceding Company, a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running made payable to, or, if the Reinsurer is the payee, assigned to, the Ceding Company in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject an amount equal to the terms and conditions set forth sums described in the LeaseParagraph B of this Article VII. The terms letter of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit credit shall be issued by a bank acceptable approved by the Ceding Company and shall be in a form approved by the Ceding Company, which approval shall not be unreasonably withheld. Further, the letter of credit must comply with any applicable laws and regulations. The amount of such letter of credit will be adjusted annually and be in place by November 30 of each year. B. The letter of credit shall be in an amount equal to Landlord in Landlord’s reasonable discretion and under the supervision 200% of the banking commission NAIC Risk Based Capital Formula for C1 and C3 Risk on the Ceded Policy Liabilities as estimated by the Ceding Company for the next fiscal year end, (including any projected changes). Such estimate shall be approved by the Reinsurer, which approval will not be unreasonably withheld. Effective January 1, 2001, the amount of the State lettter of California credit will increase to 250% if the Product Diversification Requirements are not met. C. The Ceding Company and the Reinsurer agree that the letter of credit provided by the Reinsurer may be drawn upon by the Ceding Company, notwithstanding any other provision in this Agreement, and be utilized and applied by the Ceding Company or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver, or conservator of the Ceding Company without diminution because of insolvency on the part of the Ceding Company or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionReinsurer, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable only for the period ending no less than one following purposes: (1) year after where the date letter of issuance. Tenant shall renew credit is not renewed or replaced by September 30 of each year; (2) where the Letter letter of Credit and maintain it credit will be reduced or replaced by a letter of credit for an amount below the period ending one hundred twenty requirements of Paragraph B of this Article VII. (1203) days after to pay any other amounts due the end Ceding Company if the Reinsurer has breached any of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section Agreement, upon presentation of documentation substantiating any such amounts. D. The Ceding Company agrees to return promptly to the Reinsurer any amounts drawn on such letter of credit in excess of the actual amounts required under subparagraph B, or, in the case of subparagraphs C(1) or unless C(2), any amounts that are subsequently determined to not be due. E. Payment to the Ceding Company by the issuing bank delivers a notice banks of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw amounts drawn on the existing Letter letter of Credit credit pursuant to subparagraphs C(1) and maintain C(2) above, shall constitute payment by the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of Reinsurer under this Addendum #1. The form Agreement and terms shall discharge the Reinsurer of the Letter of Credit shall be reasonably acceptable obligation that gave rise to Landlord and shall providethe draw; provided, among other thingshowever, in effect that:the Reinsurer may later contest whether it had failed to reimburse or pay the Ceding Company as required under this Agreement.

Letter of Credit. In lieu of providing a cash Security Depositthe requirement that all Excess Cash Flow be paid to Lender as provided in Section 3.5.1, simultaneously Borrower may deposit with Lender on October 15, 2010, as additional security for the execution repayment of this Leasethe Loan, Tenant may deliver to Landlord an unconditional, irrevocable and transferable letter of credit with a face available amount of $1,500,000.00 issued for the benefit of Lender by a Rated Financial Institution, in form and substance satisfactory to Lender, in Lender’s sole discretion, and having an expiration date not earlier than one year following its issuance date (as such letter of credit, may be renewed, extended, or replaced, the “Letter of Credit”) running in favor ). The Letter of LandlordCredit shall provide that it shall renew automatically for consecutive terms of not less than one year each, unless the issuer thereof provides Lender with written notice not less than 90 days prior expiry date that the Letter of Credit securing Tenant’s obligations hereunder subject will not be renewed. If such notice is provided to Lender, then Borrower shall, prior to the terms and conditions set forth in 30th day before the Lease. The terms expiry date of the Letter of Credit, which are subject deliver to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Lender a replacement Letter of Credit shall be issued by a bank acceptable satisfying the terms of this Section. Lender is authorized to Landlord in Landlord’s reasonable discretion and draw under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable Credit: (i) upon of after an Event of Default, (ii) if fewer than 30 days remain prior to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another the expiry thereof and the same has not been renewed or replaced with cash or an new Letter of Credit from Credit, in each case conforming to the requirements of this Section 3.5, or (iii) at Borrower’s request. In connection with a bank that is acceptable written request by Borrower to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew draw on the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresCredit, and Lender shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew draw against the Letter of Credit within ten fifteen (1015) Business Days of its expiration, Landlord may draw on days after the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit delivery by Borrower to be returned to Tenant on receipt by Landlord Lender of a substitute Letter request therefor (but not more often than once per month and in increments of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of at least $5,000, provided the Letter of Credit shall permits partial draws thereunder) and deposit the same into the Rollover Reserve Subaccount to be reasonably acceptable disbursed to Landlord pay Approved Leasing Expenses for the T-Mobile Property in accordance with the terms and shall provide, among other things, in effect that:conditions of Section 3.5.1.

Letter of Credit. In lieu of providing a cash Security DepositWithin ninety (90) days after the Closing Date, simultaneously with the execution of this Lease, Tenant may Borrower shall deliver to Landlord Collateral Agent an unconditional, irrevocable and transferable standby letter of credit in the amount of $2,750,000.00 in form and substance satisfactory to Collateral Agent and issued by a banking institution organized under the laws of the United States of America or one of its constituent states and otherwise acceptable to Collateral Agent (“as such letter of credit may be renewed, extended or replaced, the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationhave an expiration date not earlier than one year following its issuance date. If the credit of the bank Borrower agrees that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails prior to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiration date of the Letter of Credit and each renewal, extension or replacement thereof (until the Letter of Credit has been released as provided below), Borrower shall deliver to Collateral Agent a renewal, extension or replacement of the Letter of Credit for a term of not less than one year, in form and substance satisfactory to Collateral Agent and issued by a banking institution organized under the laws of the United States of America or one of its constituent states and otherwise acceptable to Collateral Agent. If requested by Collateral Agent, the Letter of Credit (and each renewal, extension or replacement thereof) shall be reasonably accompanied by evidence satisfactory to Collateral Agent regarding its due authorization, genuineness, execution and enforceability, all delivered at Borrower's sole cost and expense. The following terms shall apply to the Letter of Credit: (a) Collateral Agent shall be entitled to draw upon the Letter of Credit when any Event of Default exists (including, Borrower's failure to deliver a renewal or extension of the Letter of Credit as required above) or if Collateral Agent believes that its rights to draw on the Letter of Credit could be in jeopardy. Without limiting the foregoing, Collateral Agent shall also be entitled to draw on the Letter of Credit and apply such proceeds to the Loan if the credit rating or financial condition of the issuing bank is no longer acceptable to Landlord Collateral Agent. Following a draw by Collateral Agent on the Letter of Credit solely because Collateral Agent believes that its rights to draw on the Letter of Credit could be in jeopardy (including a draw due to the deterioration of the creditworthiness of the issuing bank), Collateral Agent will readvance such proceeds to Borrower provided (1) Borrower delivers to Collateral Agent a replacement Letter of Credit within ninety (90) days of Collateral Agent's draw, (2) there exists no Event of Default or Potential Default, (3) Collateral Agent receives documentation satisfactory to Collateral Agent to provide security for such readvance, including any title insurance endorsement necessary to insure the validity and priority of such security, and (4) Borrower pays all of Collateral Agent's fees and expenses in connection with such readvance. No draw by Collateral Agent on the Letter of Credit shall providecure or be deemed to cure any Event of Default or limit in any respect any of Collateral Agent's remedies under the Loan Documents, among it being understood that Collateral Agent's rights and remedies hereunder shall be cumulative and Collateral Agent shall have no obligation to apply the proceeds of any draw to missed installments or other thingsamounts then due and unpaid under the Loan. Borrower shall replace or restore the Letter of Credit immediately following any full or partial draw thereon by Collateral Agent. (b) Proceeds of any draw upon the Letter of Credit (after reimbursement of any costs and expenses, including attorneys' fees and reimbursements, incurred by Collateral Agent in connection with such draw) may be applied by Collateral Agent to the payment of the amounts owing under the Loan Documents, in effect thataccordance with Paragraph 3 of the Notes. (c) No delay or omission of Collateral Agent in exercising any right to draw on the Letter of Credit shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. (d) Provided no Event of Default or Potential Default exists, Collateral Agent shall, upon request, release its rights in the Letter of Credit and surrender the Letter of Credit to the issuing bank after the earlier of: (i) Payment in full of all sums due, and performance of all obligations, under the Loan Documents; or (ii) If at any time after the third Loan Year, the Debt Service Coverage Ratio equals or exceeds 1.50 to 1.0 as of the end of each of three (3) consecutive calendar months; provided, however, that in calculating the Debt Service Coverage Ratio for purposes of this paragraph, the outstanding principal balance of the Loans shall be deemed to include all undisbursed Commitments that remain available for disbursement.

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

Letter of Credit. In lieu The following is added as Section 37.22 of providing a cash Security Depositthe Lease: (a) Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to this Lease and, simultaneously with the execution of as consideration for Landlord's willingness to enter into this Lease, Tenant may shall deliver or cause to be delivered to Landlord, and shall cause to be maintained at all times in effect without expiration or termination, one or more irrevocable standby letters of credit complying with the terms of this Section 37.22. Any failure by Tenant to perform or observe any term, covenant or agreement set forth in this Section 37.22 shall constitute a material default under this Lease. (b) Tenant shall deliver or cause to be delivered to Landlord an irrevocable and transferable standby letter of credit in a form acceptable to or provided by Landlord (“the "Letter of Credit”) running "), issued by a national banking association reasonably acceptable to Landlord, for the account of Tenant in favor of LandlordLandlord in the initial amount determined in accordance with Section 8 of the Lease, with having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall be automatically extended annually, without written amendment or modification, to the date that is one (1) year after the then current expiry date unless the issuer of the Letter of Credit securing Tenant’s obligations hereunder subject gives Landlord, at least sixty (60) days prior to the terms and conditions set forth in then current expiry date, written notice that the Leaseissuer elects not to extend the Letter of Credit. The terms If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuer elects not to extend the Letter of Credit, then, not less than thirty (30) days prior to the then current expiry date of the Letter of Credit, which are subject Tenant shall deliver or cause to Landlord’s reasonable consent, shall strictly comply with the provisions be delivered to Landlord a substitute irrevocable standby letter of this Addendum #1. The Letter credit issued in favor of Credit shall be issued Landlord by a bank national banking association reasonably acceptable to Landlord in Landlord’s reasonable discretion and under the supervision an amount required by Section 8 of the banking commission Lease. Not less than thirty (30) days prior to the expiry date of the State any substitute letter of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable delivered pursuant to Landlord in Landlord’s reasonable discretionthis Section, Tenant shall at its cost deliver or cause to be delivered to Landlord a further substitute another Letter irrevocable standby letter of Credit from credit issued in favor of Landlord by a bank that is national banking association reasonably acceptable to Landlord in Landlord’s sole reasonable discretionan amount required by Section 8 of the Lease. The Letter Each substitute letter of Credit credit delivered pursuant to this Section 37.22 shall be irrevocable for the period ending no have a term of not less than one (1) year after and shall be in a form acceptable to or provided by Landlord. Additionally, if Tenant is entitled to a reduction in the date amount of issuance. the cash Security Deposit and/or the Expansion Premises Security Deposit as provided in Section 8 of this Lease, Tenant shall renew exchange the original Letter of Credit for a substitute in the reduced amount, or shall deliver to the Landlord the amendment, endorsement or other modification of the Letter of Credit that reduces the amount thereof as permitted in Section 8. (c) Upon the occurrence of any breach or default, beyond the applicable notice and cure period, under this Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord any substitute letter of credit required pursuant to this Section 37.22, Landlord, at its option, may draw against the Letter of Credit and maintain it any substitute letter of credit delivered pursuant to this Section 37.22 in an amount reasonably necessary to cure such breach or default and/or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's breach or default. The Letter of Credit and each substitute letter of credit (also referred to as a "Letter of Credit") delivered pursuant to this Section 37.22 shall provide for payment against Landlord's (or any transferee's) draft at sight accompanied by a certificate stating substantially as follows: "Drawn under Bank, N.A.'s Irrevocable Standby Letter of Credit No. , dated , 2018, as a result of the period ending one hundred twenty occurrence of a default under the Lease dated 2018, 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 (12010) days after the end of the calendar year 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 which the Term expiresevent of any further breach or default under this Lease. (d) If the Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that is thirty (30) days prior to the expiry date of the then current Letter of Credit, and 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 further breach or default under this Lease, then in such event the amount of the draw against the Letter of Credit may be equal to the entire amount of the Letter of Credit. The proceeds of any draw against the Letter of Credit pursuant to the immediately preceding sentence shall provide that it is automatically renewable for the Term, unless released be held by Landlord as an additional security deposit pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements 8 of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Lease.

Letter of Credit. In lieu Landlord agrees that the Security Deposit may be provided in the form of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an unconditional and irrevocable and transferable letter of credit (“the "Letter of Credit”"), in a form and by an issuing bank approved by Tenant. The Letter of Credit shall provide that (a) running in favor of Landlord, with Landlord can draw upon the Letter of Credit securing Tenant’s obligations hereunder subject upon presenting a demand letter to the terms issuing bank stating that Tenant is in default under the Sublease after expiration of all applicable notice and conditions set forth cure periods or Tenant has failed to provide a replacement letter of credit acceptable to Landlord as required under the Sublease, and (b) the Letter of Credit is transferable in whole and not in part by Landlord to Landlord's transferee, without Tenant's approval, should Landlord transfer or convey its interest in the LeasePremises. The terms Letter of Credit shall not expire until a minimum of thirty (30) days following the expiration of the term of this Sublease. Landlord shall have the right, from time to time, without prejudice to any other remedy Landlord may have on account thereof, to draw on the Letter of Credit on account of, and to apply such drawn amounts to Landlord's damages arising from, or to cure, any default of Tenant continuing beyond any applicable notice and/or cure period. If Landlord shall so apply sums drawn on the Letter of Credit, Tenant shall immediately deliver a replacement Letter of Credit in the same face amount as the original Letter of Credit before it was drawn upon (or, if Landlord shall have drawn down only a portion of the Letter of Credit, which are subject to Landlord’s reasonable consent, Tenant shall strictly comply with the provisions of this Addendum #1. The deliver a replacement Letter of Credit shall or an amendment to the original Letter of Credit such that the aggregate balance available to be issued drawn down by a bank acceptable Landlord is restored to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation$106,912). If the term of any Letter of Credit held by Landlord shall expire prior to the expiration date of this Sublease, and it is not extended or a new letter of credit for an extended period of time is not substituted within ten (10) days prior to the bank that originally issues expiration date of the Letter of Credit becomes unacceptable to Credit, then Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable may make demand for the period ending no less than one (1) year after the date principal amount of issuance. Tenant shall renew the Letter of Credit and maintain it hold such funds in accordance with this Section 26 until the expiration date of the term of the Sublease. At any time that Tenant is in default under the terms of this Sublease continuing beyond any applicable notice and/or cure period, Landlord may make demand for the period ending one hundred twenty (120) days after the end principal amount of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days and hold such funds for the balance of its expiration, Landlord may draw on the existing Letter term of Credit the Sublease in accordance with this Section 26. All costs and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form fees associated with issuing and terms of maintaining the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:borne by Tenant.

Letter of Credit. In lieu As security for the performance of providing a cash Security Depositits obligations under this Lease (including, simultaneously with without limitation, payment of Base Annual Rent and Additional Rent), Tenant shall, within five (5) business days following the execution date of this Lease, Tenant may deliver to Landlord an irrevocable and transferable irrevocable, unconditional, transferable, stand-by letter of credit issued in favor of Landlord, as beneficiary, and issued for Tenant, as account party (the “Letter of Credit”) running ), in favor the amounts set forth in the below schedule (being the “Letter of LandlordCredit Amount”): Notwithstanding the above schedule, with the Letter of Credit securing Amount will be reduced to $23,644.88 in the event that the Federal Drug Administration conclusively approves, not being subject to additional review, any of Tenant’s obligations hereunder subject pharmaceutical products for production and sale to the public, such evidence which shall be provided to Landlord for review and consideration. In the event Tenant fails to deliver the first Letter of Credit to Landlord in the Letter of Credit Amount within the aforementioned five (5) business day period (which Letter of Credit shall comply fully with all terms and conditions set forth provisions of this Section 5.12), Landlord may, up until such time as such Letter of Credit is actually received by Landlord, send a notice of default to Tenant and Tenant shall have seven (7) days in which to provide a Letter of Credit in compliance with all terms and provisions of this Section 5.12, and if Tenant does not provide said Letter of Credit Landlord shall have the right to terminate this Lease. The terms All costs and fees incurred in connection with the issuance of the Letter of Credit, which are subject to Landlord’s reasonable consent, Credit shall strictly comply with the provisions of this Addendum #1be borne entirely by Tenant. The Letter of Credit shall be issued by a federally chartered bank acceptable reasonably approved by Landlord, shall be in form and content satisfactory to Landlord Landlord, shall permit partial draws, shall permit draws upon presentation to a bank office located in Landlord’s reasonable discretion Raleigh, North Carolina, and under shall have an expiration date (the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the “Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank Expiration Date”) that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for no earlier than the period ending no less than one day immediately preceding the first (11st) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end anniversary of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Commencement Date.

Letter of Credit. In lieu of providing a cash Security Depositmaking deposits into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account, simultaneously with the execution Borrower may, as security for performance of Borrower's obligations under Section 4.04 and Article 5 of this LeaseLoan Agreement, Tenant may Borrower's obligations under Section 4.06 and Article 12, or Borrower's obligations under Section 4.07 and the Asset Purchase Agreement, respectively, deliver to Landlord Lender on the Closing Date an irrevocable and transferable letter of credit (“payable on sight draft) in the amounts specified in Sections 4.04(b), 4.06(b) and 4.07(a), respectively, (each, a "LETTER OF CREDIT"), naming Lender as the sole beneficiary thereof. The Letter of Credit shall: (a) be perpetual or for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution sixty (60) days prior to the expiration of the then current Letter of Credit”; (b) running in favor be issued by a domestic financial institution that is not an Affiliate of Landlord, with the Letter Borrower and that has a long-term senior debt rating by S&P of Credit securing Tenant’s obligations hereunder subject not less than "AA" or such other credit rating as is acceptable to Lender; (c) permit full or partial draws without condition or charge to the terms and conditions set forth in the Lease. The terms beneficiary of the Letter of Credit; (d) be freely transferable by the beneficiary of the Letter of Credit (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Lender in all respects. If Borrower elects, which are subject in lieu of making deposits to Landlord’s reasonable consentthe Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account, to deliver to Lender a Letter of Credit, Borrower shall strictly comply with cause the provisions Letter of this Addendum #1Credit to remain valid and effective at all times while Borrower's obligations under Section 4.04 or 4.06 or 4.07, as the case may be, remain to be completed plus an additional thirty (30) days unless and to the extent the Letter of Credit is drawn upon by Lender and paid in the amount of such draw. The Letter of Credit shall be issued by a bank acceptable LOAN NUMBER: 41655 (i) upon the occurrence of an Event of Default; (ii) to Landlord in Landlord’s reasonable discretion and satisfy Borrower's obligations under Section 4.04 or 4.06 or 4.07, as the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretioncase may be; (iii) if Lender has not received, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than least thirty (30) days before expiration. If Tenant prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.04 and/or Section 4.06 or 4.07; (iv) if, upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party ("TRANSFEREE"), Lender or its Transferee has not been delivered, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.04 and/or Section 4.06 or 4.07; (v) if Borrower fails to renew cooperate in any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.04 and/or Section 4.06 or 4.07; (vi) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.04 and/or Section 4.06 or 4.07; or (vii) if Lender has not received within ten (10) Business Days business days of its expiration, Landlord may draw on the existing earlier of (A) Lender's notice to Borrower that the financial institution issuing the Letter of Credit and maintain ceases to meet the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit from Tenant meeting ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Addendum #1Section 6.08 and Borrower has not deposited into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.04 and/or Section 4.06 or 4.07. The form Lender shall be entitled to charge Borrower a reasonable processing fee for administering and terms reviewing any renewal, replacement or release of the Letter of Credit shall be reasonably acceptable which Borrower is required to Landlord and shall provideprovide pursuant to this Loan Agreement unless Borrower deposits into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account, among other thingsas the case may be, the amounts the Borrower is obligated to have on deposit in effect that:such Reserve Account. LOAN NUMBER: 41655

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the A. Within five (5) business days after Landlord’s execution and delivery to Tenant of this Lease, Tenant may shall deliver to Landlord an irrevocable and transferable standby letter of credit (the “Letter of Credit”) running in favor the amount of LandlordOne Million and 00/100 Dollars ($1,000,000.00) issued by Summit Bank or another bank reasonably acceptable to Landlord and having an office in Indianapolis, with Indiana, or otherwise approved by Landlord in its sole discretion. The Letter of Credit shall name Landlord as beneficiary, shall be substantially identical in form and substance to that attached hereto as Exhibit F, and shall be held by Landlord as security for the full, timely and faithful performance of Tenant’s covenants and obligations under this lease, it being expressly understood and agreed that the Letter of Credit securing does not constitute an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1default. The Letter of Credit shall be issued renewed or replaced annually by a bank acceptable Tenant not less than twenty (20) days prior to Landlord in Landlord’s reasonable discretion and under the supervision its expiration date, subject to reduction of the banking commission amount thereof as provided in Paragraph 2.B below. Upon the occurrence of the State any event of California default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues provided by law, draw upon the Letter of Credit becomes unacceptable in accordance with its terms, to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter the extent necessary to make good any rent or other payments due and unpaid beyond the applicable cure or grace period (and remaining unpaid as of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Landlord’s draw under the Letter of Credit), and any other damage, injury, expense or liability caused by any event of default by Tenant, as set forth in Section 18, provided that Landlord shall provide Tenant ten (10) days’ advance written notice of its intention to draw on the Letter of Credit; and Tenant shall renew promptly following any such draw cause the issuing bank to restore the Letter of Credit and maintain it for to its original amount. Further, Landlord shall have the period ending one hundred twenty (120) days after right to draw the end full amount of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten if it is not renewed and replaced by Tenant twenty (1020) Business Days days prior to the scheduled expiration thereof. C. Upon expiration of its expirationthe second (2nd) full Lease year, Landlord may draw on provided that at the existing time there is no uncured Tenant default (as defined below), the Tenant shall be entitled to reduce the amount of the Letter of Credit and maintain to Five Hundred Thousand Dollars ($500,000.00), either by amendment or modification of the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from or by delivering to Landlord a replacement Letter of Credit in said amount, and Landlord shall promptly take such action as is required by the issuer to effect such amendment or modification, or shall return the original Letter of Credit to Tenant, as the case may be. Upon expiration of the fifth (5th) full Lease year, provided that at the time there is no uncured Tenant meeting all requirements default (as defined below), Landlord shall return the Letter of Credit to Tenant. Notwithstanding the foregoing, in the event of any earlier termination of this Addendum #1. The form and terms of Lease (including but not limited to any termination under Paragraph 11.D, or resulting from fire or casualty as provided in Paragraph 12, or from condemnation as provided in Paragraph 15), the Letter of Credit shall be reasonably acceptable returned to Tenant within twenty (20) days after the later of (i) the date of termination of this Lease, or (ii) the date Tenant has vacated and removed all of its property required by this Lease to be removed by Tenant, provided that at the time there is no uncured default. For purposes of this Paragraph 2, an uncured Tenant default means a default as to which any required notice of default has been given by Landlord and the applicable cure period, if any, has expired under Paragraph 18, provided that if the applicable cure period has not expired then Landlord may defer its determination of the existence of such uncured Tenant default, and its reduction or release of the Letter of Credit until the date of expiration of such cure period. If an uncured Tenant default exists on at the applicable reduction or release date, then the scheduled reduction or release shall providebe deferred for such reasonable time thereafter, among not exceeding thirty (30) days, as Landlord shall require to determine and draw under the Letter of Credit the amount to which it is entitled as provided in Paragraph 2.A above. Subject to the other thingsterms and conditions contained in this Lease, if the Building is conveyed by Landlord, the Letter of Credit shall be assigned in effect that:writing and delivered to Landlord’s grantee in accordance with any applicable terms, conditions or requirements of the issuing bank, and if so assigned and delivered, Tenant hereby releases Landlord from any and all obligations or liability with respect to the Letter of Credit arising after the date of such assignment.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the execution initial delivery of this Leasethe Bonds pursuant to Section 2.01 of the Indenture, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Borrower shall cause the initial Letter of Credit securing Tenant’s obligations hereunder to be issued by the Bank pursuant to the Participating Bank Agreement, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Participating Bank Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions set forth in thereof, up to (a) an amount equal to the Lease. The terms principal amount of the Letter Bonds (i) to enable the Trustee to pay the principal amount of Creditthe Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the principal amount of such Bonds, which are subject plus (b) an amount equal to Landlord’s reasonable consent, shall strictly comply the 60 days interest on the Bonds at the Maximum Rate with respect to the provisions Weekly Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of this Addendum #1the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the accrued interest on such Bonds. The Letter of Credit shall may be issued extended, amended or replaced by a bank acceptable to Landlord in Landlord’s reasonable discretion an Alternate Letter of Credit complying with the provisions of Sections 2.05 and under the supervision 5.08 of the banking commission Indenture. The Participating Bank, the Participating Bank Agreement and the Reimbursement Agreement may be replaced by complying with the provisions of Section 5.08(g) of the State Indenture. It is anticipated that all payments of California or principal of and interest on the Federal Deposit Insurance Corporation. If the credit Bonds, and all payments of purchase price of the bank that originally issues Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to Article IV of the Indenture. will be funded from draws on the Letter of Credit. The Borrower shall take whatever action may be necessary to maintain the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for full force and effect during the period ending no less than one (1) year after required by the date Indenture, including the payment of issuance. Tenant shall renew any transfer fees required by the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Bank upon any transfer of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:any successor Trustee. (End of Article IV)

Letter of Credit. In lieu of providing a cash Security DepositOn or before July 10, simultaneously with the execution of this Lease2007, Tenant may deliver to shall provide Landlord with an irrevocable and transferable stand-by letter of credit in the amount of $ 522,792.46 (the “Letter of Credit”) running ), in favor form and substance acceptable to Landlord and issued by a financial institution identified by Tenant and acceptable to Landlord in its reasonable discretion (“Letter of LandlordCredit Provider”). Should Tenant exercise its Option or Right of First Opportunity, with Tenant will then increase the amount of the Letter of Credit securing to $666,742.07. Provided that no Event of Default has occurred and is continuing, the Letter of Credit will be released at such time as Tenant reaches and maintains for two consecutive years an S&P rating of “A” or higher. Landlord provides no assurance to Tenant, however, that such release will occur. The Letter of Credit shall remain effective from the date it is issued through and including the Lease Expiration Date, unless the Letter of Credit is released as provided for herein. In no event shall the Letter of Credit be required for any Renewal term hereunder. Upon any Event of Default, Landlord may draw upon the Letter of Credit in an amount equal to Landlord’s obligations hereunder subject actual damages occurring as a result of such Event of Default. If any portion of the Letter of Credit is so used, applied, or retained, Tenant will, within five (5) days after written demand from Landlord, provide to Landlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Landlord, issued by Letter of Credit Provider or such other financial institution identified by Tenant and acceptable to Landlord in its reasonable discretion, in an amount sufficient to restore the Letter of Credit to its original amount. In no event shall Landlord be required to apply the Letter of Credit. Tenant may not apply the Letter of Credit to the terms and conditions set forth in payment of Base Rent, Additional Rent or the Leaseperformance of other obligations. The terms Letter of Credit will not be deemed a limitation on Landlord's damages or a payment of liquidated damages or a payment of the Base Rent or Additional Rent due for the last month of the Lease Term. If Tenant fully, faithfully and timely performs the provisions of this Lease to be performed by it, the Letter of Credit will be returned to Tenant upon the release of the Letter of Credit, which are subject to Landlord’s reasonable consentif any, shall strictly comply with or the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision expiration of the banking commission of the State of California or the Federal Deposit Insurance CorporationLease Term, whichever is later. If the credit of the bank that originally issues Landlord may deliver and assign the Letter of Credit becomes unacceptable deposited under this Lease to any lender on the Property and/or any successor owner of the Property. Upon sale of the Property, Landlord in Landlord’s reasonable discretion, shall have no further liability to Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable or any other party with respect to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Credit.

Letter of Credit. In lieu (This Clause is only applicable to those Retrocessionaires who cannot qualify for credit by the State having jurisdiction over the Company's loss reserves and unearned premium reserves). As regards policies or bonds issued by the Company coming within the scope of providing a cash Security Depositthis Agreement, simultaneously the Company agrees that when they shall file with the execution Insurance Department or set up on its books reserves for losses covered hereunder or unearned premium reserves on policies subject to this Agreement, which it shall be required to set up by law it will forward to the Retrocessionaires a statement showing the proportion of this Lease, Tenant may deliver such loss reserves and unearned premium reserves which is applicable to Landlord an them. The Retrocessionaires hereby agree that they will apply for and secure delivery to the Company a clean irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the unconditional Letter of Credit securing Tenant’s obligations hereunder subject issued by a bank chosen by the Retrocessionaire and acceptable to the terms appropriate insurance authorities, in an amount equal to the Retrocessionaires' proportion of the loss reserves calculated in accordance with a formula agreed with Retrocessionaires, and conditions set forth allocated loss expenses relating thereto or unearned premium reserves as shown in the Lease. The terms of statement prepared by the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Company. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion "Evergreen" and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable issued for the a period ending no of not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresyear, and shall provide that it is be automatically renewable extended for the Term, one year from its date of expiration or any future expiration date unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails prior to renew any expiration date, the bank shall notify the Company by certified or registered mail that it elects not to consider the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1extended for any additional period. The form and terms bank chosen for the issuance of the Letter of Credit shall be reasonably acceptable have no responsibility whatsoever in connection with the proprietary of withdrawals made by the Company or the disposition of funds withdrawn, except to Landlord ensure that withdrawals are made only upon the order of properly authorised representatives of the Company. At annual intervals, or more frequently as agreed but never more frequently than semiannually, the Company shall prepare a specific statement, for the sole purpose of amending the Letter of Credit, of the Retrocessionaire's share of outstanding losses and shall provideallocated expenses relating thereto or unearned premium reserves on policies subject to this Agreement. If the statement shows that the Retrocessionaire's share of such losses and allocated loss expenses and/or the unearned premium reserves, among other thingsexceeds the balance of credit as of the statement date, in effect that:the Retrocessionaire shall, within thirty (30) days after receipt of notice of such excess, secure delivery to the Company of an amendment of the Letter of Credit increasing the amount of credit

Letter of Credit. In lieu of providing a cash Security DepositAs security for the undertaking to install the road/s and all other infrastructures shown on the plat or called for herein, simultaneously DEVELOPER shall provide the TOWN with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”Credit of at least one (1) running year’s duration in favor the amount of Landlordone hundred twenty (120) percent of the accepted bid amount, with or engineers estimate if an accepted bid is not available, required to build and pave the road/s in the subdivision and to install any other infrastructure being required by the TOWN. If the Letter of Credit securing Tenantis based on an engineer’s obligations hereunder subject to estimate, DEVELOPER shall provide the terms and conditions set forth in TOWN with a copy of an accepted bid within seven (7) days of bid acceptance. If the Lease. The terms accepted bid amount exceeds the estimate on which the amount of the Letter of CreditCredit is based by five (5) percent or more, which are subject the Letter of Credit shall be amended by the DEVELOPER to Landlord’s reasonable consent, shall strictly comply with the provisions an amount equal to one hundred twenty (120) percent of this Addendum #1bid price within fourteen (14) days of bid acceptance. The governing body may not require the subdivider to provide the security for more than fourteen(14) months after the date the public improvements for which the security is provide is substantially completed and upon substantial completion of public improvements, the amount of the security the subdivider is required to provide may be no more than the amount equal to the total cost to complete any uncompleted public improvements plus ten (10) percent of the total cost of the completed public improvements. WI S.S. 236.13(am)1c. That remaining amount shall be held and available for use by the TOWN to make repairs to the public improvements installed by DEVELOPER, to cover the cost of review, inspection and other work undertaken by the designated engineer for the TOWN after final plat approval, and as security for any other TOWN fees and costs related to review and approval of the said plat that remain unpaid and for which the DEVELOPER is responsible. Amounts unused for these purposes shall be released after the subject town road/s have been accepted by the required Town Board action for one (1) full year. Said irrevocable Letter of Credit shall be issued by in a bank form acceptable to Landlord the TOWN and must be in Landlord’s reasonable discretion the possession of, and under accepted by the supervision Town Clerk/Treasurer prior to the approval of the banking commission of the State of California or the Federal Deposit Insurance Corporationfinal plat. If the credit of the bank that originally issues the Providing and maintaining such an irrevocable Letter of Credit becomes unacceptable to Landlord is an express requirement of this agreement and of final plat approval, and a copy thereof shall be attached hereto and included herein as (Exhibit F) by the time of final plat approval. No moving of earth or excavation in Landlord’s reasonable discretion, Tenant shall at its cost substitute another the area shown on the preliminary plat is permitted until after the irrevocable Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant required herein has been delivered to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Town Clerk/Treasurer.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with A. On or prior to the date which is ten (10) days after Subtenant’s execution and delivery of this LeaseSublease to Sublandlord or, Tenant may if earlier, one (1) business day after the Consent Date, Subtenant shall deliver to Landlord Sublandlord, as collateral for the full and faithful performance by Subtenant of all of its obligations under the Sublease and for all losses and damages Sublandlord may suffer as a result of any default by Subtenant under this Sublease, an irrevocable and transferable unconditional letter of credit (the “Letter of Credit”) running governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as revised from time to time, in favor of Landlordan amount equal to Nine Hundred Fifty-Four Thousand Four Hundred Eleven and 81/100 Dollars ($954,411.81), issued to Sublandlord, as beneficiary, in form and substance reasonably satisfactory to Sublandlord, by a bank reasonably approved by Sublandlord qualified to transact banking business in California with an office in the Greater San Francisco Bay Area at which drafts drawn on the Letter of Credit securing Tenant’s obligations hereunder subject may be presented for payment. Subtenant shall maintain the Letter of Credit for the entire Term and any extension thereof. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Sublandlord to any successor or assignee of Sublandlord under this Sublease. Subtenant shall pay any fees related to the terms and conditions set forth in the Lease. The terms issuance or amendment of the Letter of Credit, which are subject to Landlord’s reasonable consentincluding, shall strictly comply with the provisions of this Addendum #1without limitation, any transfer fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision permit partial draws. The full amount of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable shall be available to Landlord in LandlordSublandlord upon presentation of Sublandlord’s reasonable discretion, Tenant shall at its cost substitute another sight draft accompanied only by the Letter of Credit from a bank and Sublandlord’s signed statement that Sublandlord is acceptable entitled to Landlord in Landlord’s sole reasonable discretiondraw on the Letter of Credit pursuant to this Sublease, and the Letter of Credit shall provide that proceeds shall be paid within three (3) days following such presentation. The Letter of Credit shall provide that it will be irrevocable for the period ending no less than one automatically renewed until sixty (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (12060) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or Expiration Date unless the issuing bank delivers a issuer provides Sublandlord with written notice of non-renewal no at the notice address herein at least sixty (60) days prior to the expiration thereof. If, not later than thirty (30) days before expiration. If Tenant prior to the expiration of the Letter of Credit, Subtenant fails to renew furnish Sublandlord with a replacement Letter of Credit pursuant to this Paragraph, Sublandlord shall have the right to draw the full amount of the Letter of Credit, and shall have the right to hold and apply the proceeds of the Letter of Credit in accordance with this Paragraph. If Subtenant fails to pay Rent or other charges due hereunder or otherwise defaults with respect to any provision of this Sublease, then Sublandlord may draw upon, use, apply or retain all or any portion of the proceeds of the Letter of Credit for the payment of any Rent or other charge in default, for the payment of any other sum which Sublandlord has become obligated to pay by reason of Sublessee’s default, or to compensate Sublandlord for any loss or damage which Sublandlord has suffered thereby, including future rent damages under California Civil Code Section 1951.2, without prejudice to any other remedy provided herein or by law. In addition, Sublandlord shall have the right to draw down an amount up to the face amount of the Letter Credit if (i) Subtenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (ii) an involuntary petition has been filed against Subtenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (iii) the Sublease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Subtenant under the Bankruptcy Code or the filing of an involuntary petition against Subtenant under the Bankruptcy Code. Subtenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1951.7, that provides that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Subtenant, or to clean the Subleased Premises, it being agreed that Sublandlord, in addition, may claim those sums reasonably necessary to compensate Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Subtenant, including future rent damages following the termination of this Sublease. If Sublandlord so uses or applies all or any portion of the Letter of Credit, then Subtenant, within ten (10) Business Days of its expirationdays after demand therefor, Landlord may draw on the existing shall deliver to Sublandlord a replacement Letter of Credit in the full amount of the original Letter of Credit set forth above. DocuSign Envelope ID: 9D3984A8-C93D-4572-92CA-7EC58C858956 DocuSign Envelope ID: E08B573C-4FE7-43C4-9202-7909BF8CD27D B. If as of February 28, 2023, Subtenant has not at any time been in default, beyond any applicable notice and maintain cure period, of any term or provision of this Sublease, then provided Subtenant achieves all of the funds as a nonforecasted financial milestones that it provided to Sublandlord on July 8, 2021 and Subtenant provides to Sublandlord reasonable evidence of the same, Sublandlord hereby agrees that the Letter of Credit may be reduced to Six Hundred Thirty-interestSix Thousand Two Hundred Seventy-bearing deposit Four and 54/100 Dollars ($636,274.54). Any reduction in the Letter of Credit shall be accomplished by Subtenant’s delivery to be returned to Tenant on receipt by Landlord Sublessor of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of in the reduced amount or an amendment to the existing Letter of Credit reflecting the reduced amount. Sublandlord agrees that it shall be reasonably acceptable provide its consent to Landlord any such amendment provided that Sublandlord shall have first received a request for such consent from the issuing bank and shall provide, among other things, in effect that:all conditions to such reduction set forth above have been satisfied.

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

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

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

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

Letter of Credit. In lieu of providing a As an alternative to the cash Security DepositDeposit described in Section 16.1(a), simultaneously with the Tenant may instead deliver to Landlord, within ten (10) days after mutual execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable standby letter of credit (the “Letter of Credit”) running issued in favor of Landlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably withheld), in form and substance reasonably satisfactory to Landlord, with to be held by Landlord as security for the Letter faithful performance of Credit securing Tenant’s all the obligations hereunder of Tenant under this Lease, subject to the following terms and conditions set forth in the Lease. conditions: (i) The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit shall be reasonably acceptable at least Five Hundred Thousand and No/100 Dollars ($500,000.00), subject to and including any adjustment thereto pursuant to the provisions of Section 16.1(c) below (as so adjusted, if applicable, the “Required Amount”), and Tenant shall maintain the Letter of Credit in the Required Amount in full force and effect throughout the term of this Lease (including any extensions thereof) and until thirty (30) days after the expiration of the term of this Lease, unless Tenant elects at any time to replace the Letter of Credit with a full cash Security Deposit in compliance with Section 16.1(a). The Letter of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall be given at least thirty (30) days prior written notice if the Letter of Credit will not be renewed as of any otherwise applicable renewal date and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord at least twenty (20) days prior to the scheduled expiration date, as provided in Section 16.1(b)(iii)(A) below. The Letter of Credit must provide that it is transferable to any successor in interest to Landlord under this Lease. In the event Landlord requests the transfer of the Letter of Credit to another party, Tenant shall pay any transfer fees and other related costs and expenses payable in connection with the first two (2) such transfers during the term of this Lease, and Landlord shall pay any such transfer fees and other related costs and expenses associated with any further transfers after the first two (2) such transfers during the term of this Lease. (ii) Landlord shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this Lease, or upon the occurrence of any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer a written statement by Landlord that Landlord is entitled to draw the requested amount under the Letter of Credit pursuant to the terms of this Lease. The amount of the draw shall not exceed the amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any non-monetary events of default by Tenant, and shall providebe applied by Landlord to the cure of the applicable default(s). Following any partial draw under this paragraph (ii), among other thingsif Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit in the full Required Amount under this Section 16.1, Landlord shall surrender and return to Tenant, within ten (10) days after Tenant’s satisfaction of the foregoing conditions, the Letter of Credit under which the partial draw was made. (iii) Landlord shall also be entitled (but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either of the following circumstances: (A) If the Letter of Credit will expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to provide to Landlord an extension or replacement of such Letter of Credit, in effect that:at least the minimum Required Amount, at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or (B) If, as a result of a draw against the Letter of Credit by Landlord or for any other reason, the amount of the Letter of Credit falls below the minimum Required Amount and Tenant has failed to cause the Letter of Credit to be restored to at least the minimum Required Amount within ten (10) days after written demand by Landlord or, in lieu thereof, has failed to put up cash in an amount equal to the amount required to be restored (which cash, if put up by Tenant, shall be retained by Landlord as a cash security deposit in accordance with Section 16.1 (a) hereof). (iv) If Landlord draws against the Letter of Credit in any of the circumstances described in subparagraph (iii) above, Landlord may use, apply and/or retain the amount drawn for the cure of any then existing defaults under this Lease. Any amount drawn that is not immediately so used or applied by Landlord shall be retained by Landlord as a cash Security Deposit, subject to and in accordance with the provisions of Section 16.1(a). (v) Any actual or purported withdrawal, rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement Letter of Credit as contemplated in Section 16.1(b)(iii)(A) hereof or by a cash Security Deposit in the Required Amount) shall be a material breach of this Lease. (vi) The Letter of Credit shall provide that it is governed by the International Standby Practices (ISP98), ICC Publication No. 590.

Letter of Credit. In lieu of providing Subtenant agrees to provide, at Subtenant's sole cost and expense, a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”Credit (as defined below) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to Required Amount (as defined below) as additional security for the payment of Base Rent and Subtenant Additional Rent by Subtenant, on the terms and conditions set forth in the Leasebelow. The terms use, application or retention of the Letter of Credit, which are subject or any portion thereof, by Veritone shall not prevent Veritone from exercising any other right or remedy provided by this Sublease or by law, it being intended that Veritone shall not first be required to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew proceed against the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall not operate as a limitation on any recovery to which Veritone may otherwise be reasonably acceptable entitled. As used herein the term “Letter of Credit Required Amount” initially means $500,000.00. Subject to Landlord the remaining terms of this Section 8, and provided the Reduction Conditions (as defined below) have been satisfied at the particular reduction effective date, Subtenant shall providehave the right to reduce the Letter of Credit Required Amount so that the new Letter of Credit Required Amount shall be $400,000.00 effective as of January 1, among other things2023, and $300,000.00 effective as of January 1, 2024 (the “Letter of Credit Reduction”). If Subtenant is not entitled to reduce the Letter of Credit Required Amount as of a particular reduction effective date due to the failure of one or more of the Reduction Conditions, then as and when the Reduction Conditions are satisfied in effect that:full, Subtenant shall be entitled to reduce the Letter of Credit Required Amount by the amount of the reduction Subtenant would have been entitled to had all of the Reduction Conditions been satisfied on such reduction effective date. If Subtenant is entitled to a reduction in the Letter of Credit Required Amount, Subtenant shall provide Veritone with written notice requesting that the Letter of Credit Required Amount be reduced as provided above (the “Reduction Notice”). If Subtenant provides Veritone with a Reduction Notice, and Subtenant is entitled to reduce the Letter of Credit Required Amount as provided herein, Veritone shall deliver a letter substantially in the form of Exhibit B attached hereto (a “Beneficiary Reduction Letter”) to the L/C Bank, with a copy to Subtenant, within five (5) Business Days of receipt of the Reduction Notice and the reduction shall be effectuated by L/C Bank amending the then-existing Letter of Credit to that new Letter of Credit Required Amount; provided that Subtenant may effectuate the reduction by replacing the Letter of Credit then being

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Upon execution of this Lease, Tenant may deliver to shall ---------------- deposit with Landlord the sum of Five Hundred Thousand Dollars ($500,000.00) in the form of an irrevocable and transferable irrevocable, unconditional letter of credit (“Letter of Credit”) running credit, in favor of the above stated amount, in form and substance substantially as attached hereto as Exhibit G and issued by a banking institution acceptable by Landlord, with in its sole discretion, as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. Commencing on the first anniversary of the Commencement Date, and on each anniversary thereafter, Tenant shall be entitled to reduce the amount of the Letter of Credit securing Tenant’s obligations hereunder subject by Fifty Thousand Dollars ($50,000.00) per annum, or if Landlord is holding the security, Landlord shall reimburse to the terms and conditions set forth Tenant Fifty Thousand Dollars ($50,000.00) per annum, provided Tenant is not then in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions default of this Addendum #1Lease beyond any applicable grace period. The Letter Each letter of Credit credit shall have an expiration date which is not longer than one year from its delivery date and shall be issued by a bank banking institution acceptable to by Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationits sole discretion. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable From time to Landlord in Landlord’s reasonable discretiontime, Tenant shall at its cost substitute another Letter deliver a replacement letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal credit no later than thirty (30) days before expirationprior to the expiration of the then outstanding letter of credit. Alternatively, each letter of credit shall have an expiration date which is not longer than one (1) year from its delivery date, but may be renewed automatically, provided the Landlord does not within ninety (90) days of the expiration date object to the banking institution issuing the extended letter of credit, which objection may be made in Landlord's sole discretion. In the event Landlord so objects to such banking institution, Tenant shall deliver a replacement letter of credit issued by a banking institution acceptable to Landlord, in its sole discretion, no later than thirty (30) days prior to the expiration of the then outstanding letter of credit. If Tenant fails shall fail to renew do so, then Landlord shall be entitled to draw immediately under the Letter letter of Credit within ten (10) Business Days of its expirationcredit, Landlord may draw on the existing Letter of Credit without being required to give notice or provide a grace period to Tenant, and maintain to hold the funds so drawn as a non-interest-bearing cash security deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements in accordance with the provisions of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Lease.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the execution of this LeaseLease ---------------- as security for the full and faithful payment of all sums due under this Lease and the full and faithful performance of every covenant and condition of this Lease to be performed by Tenant, Tenant may shall deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the a Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms initial amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Two Million Dollars ($2,000,000.00). The Letter of Credit shall be unconditional, irrevocable, transferable and issued by a bank financial institution reasonably acceptable to Landlord and provide for presentation to and draws through a financial institution in Washington, D.C., which is federally insured, has a net worth of at least One Hundred Million Dollars ($100,000,000.00) and is otherwise reasonably acceptable to Landlord’s reasonable discretion . The initial Letter of Credit shall expire not less than twelve (12) months after the delivery thereof to Landlord and under shall provide that it will be automatically renewed for successive twelve (12) month periods through a date which is not earlier than thirty (30) days after the supervision expiration date of this Lease, or any renewal or extension thereof, unless written notice of nonrenewal has been given by the issuing bank to Landlord by registered or certified mail, return receipt requested, not less than sixty (60) days prior to the expiration of the banking commission of the State of California or the Federal Deposit Insurance Corporationthen current period. If the credit of the issuing bank that originally issues does not renew the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, and if Tenant shall at its cost does not deliver a substitute another Letter of Credit from a bank that is acceptable at least thirty (30) days prior to the expiration of the then current period, then, in addition to its rights under Section 3.3.4 of this Lease, Landlord in Landlord’s sole reasonable discretionshall have the right to draw on the existing Letter of Credit. The Letter of Credit shall be irrevocable substantially in the form attached hereto as Exhibit F and shall be maintained for the period ending no less than one (1) year after benefit of --------- Landlord for the date Term of issuancethis Lease. Tenant shall renew the The Letter of Credit and maintain it any renewal or replacement thereof (collectively, the "Letter of Credit") shall be held by Landlord as security for the period ending one hundred twenty (120) days after the end payment of the calendar year in which the Term expiresBase Rent, Additional Rent and shall provide that it is automatically renewable any other sums payable by Tenant under this Lease and for the Termfaithful performance by Tenant of all of Tenant's obligations, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationcovenants, conditions and agreements hereunder. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing The Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt any cash or other property held by Landlord of a substitute Letter of Credit from Tenant meeting all requirements as security for Tenant's performance of this Addendum #1. The form and terms of Lease may be referred to as the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:"Security Deposit."

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

Letter of Credit. In lieu of providing a cash Security DepositA. Tenant acknowledges that Landlord is unwilling to execute the Lease unless Tenant provides Landlord with additional security for Tenant's obligations under the Lease. Therefore, simultaneously with the execution Tenant shall, subject to Subparagraph F of this LeaseParagraph 1, Tenant may deliver to Landlord Landlord, on the date that Tenant executes and delivers the Lease to Landlord, an irrevocable and transferable letter Irrevocable Standby Letter of credit Credit (“"Letter of Credit”") running which shall be (1) in favor of the form attached hereto as Exhibit 6, (2) issued by a bank or other institutional lender reasonably acceptable to Landlord, with the (3) in an amount equal to One Hundred Thirty-Nine Thousand Twenty- Eight and 16/100 ($139,028.16) Dollars ("Letter of Credit securing Tenant’s obligations hereunder Amount") and (4) for a term of one (1) year, subject to extension in accordance with the terms and conditions set forth in the Lease. The terms of the Letter of Credit. Tenant shall, on or before the date thirty (30) days prior to the expiration of the term of such Letter of Credit, deliver to Landlord a new Letter of Credit satisfying the foregoing conditions ("Substitute Letter of Credit") in lieu of the Letter of Credit then being held by Landlord. Such Letter of Credit shall be automatically renewable in accordance with the second to last grammatical paragraph of Exhibit 6; provided that, in such event, Tenant shall be required to deliver a Substitute Letter of Credit satisfying the conditions hereof, on or before the date thirty (30) days prior to the expiration of the term of such Letter of Credit, if the issuer of such Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period pursuant thereto. B. On the conditions that, as of the second anniversary of the Rent Commencement Date: (i) Tenant is not in default of its obligations under the Lease, and (ii) Tenant has not previously defaulted in its obligations under the Lease, after the giving of any applicable notice and the expiration of any applicable grace period, more than one time, and (iii) and that the Lease is in full force and effect, then the Letter of Credit Amount shall be reduced to Forty-Six Thousand Three Hundred Forty-Two and 72/100 ($46,342.72) Dollars. The reduction of the Letter of Credit Amount may be effected by either: (i) the exchange of the existing Letter(s) of Credit then being held by Landlord for a new Letter of Credit satisfying the requirements of this Paragraph 1 of the new Letter of Credit Amount, or (ii) the issuance by the issuing bank of an amendment of the existing Letter(s) of Credit which are subject is accepted by Landlord in writing, of an amendment to the existing Letter(s) of Credit so that Landlord will be holding a Letter of Credit(s) in the new Letter of Credit Amount. C. In the event that Tenant is in default, after the giving of any applicable notice and the expiration of any applicable grace periods, of its obligations under the Lease, then the Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down from said Letter of Credit (Substitute Letter of Credit or Additional Letter of Credit, as defined below, as the case may be) (a) the amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and remedies Landlord may have on account of such default, the amount which, in Landlord's bona fide business opinion, is necessary to satisfy Tenant's Liability in account thereof. In the event of any such draw by the Landlord, Tenant shall, within fifteen (15) business days of written demand therefor, deliver to Landlord an additional Letter of Credit ("Additional Letter of Credit") or cash (by check or wire transfer) satisfying the foregoing conditions, except that the amount of such Additional Letter of Credit shall be the amount of such draw. In addition, in the event of a termination based upon the default of Tenant under the Lease (i.e. after the giving of any applicable notice and the expiration of any applicable grace periods), 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 damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so drawn shall, at Landlord's election, be applied first to any unpaid rent and other charges which were due prior to the filing of the petition for protection under the Federal Bankruptcy Code. D. In the event that Tenant fails timely to deliver to Landlord a Substitute Letter of Credit, then the Landlord shall have the right, at any time after such event, without giving any further notice to Tenant or to Landlord’s reasonable consent, shall strictly comply to draw down the Letter of Credit (or Substitute Letter of Credit and/or Additional Letter(s) of Credit) and to hold the proceeds thereof ("Security Proceeds") in a segregated bank account in the name of the Landlord as security for Tenant's obligations under the Lease in accordance with the provisions of this Addendum #Paragraph 1. The . E. To the extent that Landlord has not previously drawn upon any Letter of Credit, Substitute Letter of Credit, Additional Letter of Credit shall be issued or Security Proceeds (collectively "Collateral") held by a bank acceptable to the Landlord, Landlord in Landlord’s reasonable discretion and under shall, within thirty (30) days after the supervision later of: (x) of the banking commission expiration of the State of California or Lease term, and (y) the Federal Deposit Insurance Corporation. If the credit delivery of the bank premises to Landlord, free and clear of all occupants claiming by, through or under Tenant, return such Collateral to Tenant less any amounts then due from Landlord. F. 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. G. Landlord acknowledges that originally issues Tenant has requested that Tenant have the right to deliver the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. that Tenant shall renew executes and delivers the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresLease to Landlord, and shall provide that it is automatically renewable for the TermLandlord has agreed, unless released pursuant subject to the provisions of this Section or unless Subparagraph F, to such late delivery. Therefore, notwithstanding the provisions of Subparagraph A of this Paragraph 1, if Tenant delivers to Landlord, at the time that Tenant executes and delivers this Lease to Landlord, evidence reasonably satisfactory to Landlord that Tenant has applied to the issuing bank delivers a notice for the issuance of non-renewal no later than thirty (30) days before expiration. If the Letter of Credit, Tenant fails to renew shall may defer delivering the Letter of Credit within ten (10) Business Days of its expirationto Landlord until August 24, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit 1999. Tenant's failure to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of deliver the Letter of Credit to Landlord on or before August 24, 1999 shall be reasonably acceptable deemed to be an event of default by Tenant permitting Landlord and shall provideto terminate this Lease pursuant to Article 21, among other things, in effect that:without the need for any notice to Tenant pursuant to Article 21.7.

Letter of Credit. In lieu of providing a As an alternative to the cash Security DepositDeposit described in Section 16.1(a), simultaneously with the Tenant may instead deliver to Landlord, within ten (10) days after mutual execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable standby letter of credit (the “Letter of Credit”) running issued in favor of Landlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably withheld), in form and substance reasonably satisfactory to Landlord, with to be held by Landlord as security for the Letter faithful performance of Credit securing Tenant’s all the obligations hereunder of Tenant under this Lease, subject to the following terms and conditions set forth in the Lease. conditions: (i) The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit shall be reasonably acceptable at least Two Hundred Seventy-Three Thousand and No/100 Dollars ($273,000.00) ( the “Required Amount”), and Tenant shall maintain the Letter of Credit in the Required Amount in full force and effect throughout the term of this Lease (including any extensions thereof) and until thirty (30) days after the expiration of the term of this Lease, unless Tenant elects at any time to replace the Letter of Credit with a full cash Security Deposit in compliance with Section 16.1(a). The Letter of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall be given at least thirty (30) days prior written notice if the Letter of Credit will not be renewed as of any otherwise applicable renewal date and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord at least twenty (20) days prior to the scheduled expiration date, as provided in Section 16.1(b)(iii)(A) below. The Letter of Credit must provide that it is transferable to any successor in interest to Landlord under this Lease. In the event Landlord requests the transfer of the Letter of Credit to another party, Tenant shall pay any transfer fees and other related costs and expenses payable in connection with the first two (2) such transfers during the term of this Lease, and Landlord shall pay any such transfer fees and other related costs and expenses associated with any further transfers after the first two (2) such transfers during the term of this Lease. (ii) Landlord shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this Lease, or upon the occurrence of any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer a written statement by Landlord that Landlord is entitled to draw the requested amount under the Letter of Credit pursuant to the terms of this Lease. The amount of the draw shall not exceed the amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any non-monetary events of default by Tenant, and shall providebe applied by Landlord to the cure of the applicable default(s). Following any partial draw under this paragraph (ii), among other thingsif Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit in the full Required Amount under this Section 16.1, Landlord shall surrender and return to Tenant, within ten (10) days after Tenant’s satisfaction of the foregoing conditions, the Letter of Credit under which the partial draw was made. (iii) Landlord shall also be entitled (but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either of the following circumstances: (A) If the Letter of Credit will expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to provide to Landlord an extension or replacement of such Letter of Credit, in effect that:at least the minimum Required Amount, at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or (B) If, as a result of a draw against the Letter of Credit by Landlord or for any other reason, the amount of the Letter of Credit falls below the minimum Required Amount and Tenant has failed to cause the Letter of Credit to be restored to at least the minimum Required Amount within ten (10) days after written demand by Landlord or, in lieu thereof, has failed to put up cash in an amount equal to the amount required to be restored (which cash, if put up by Tenant, shall be retained by Landlord as a cash security deposit in accordance with Section 16.1(a) hereof). (iv) If Landlord draws against the Letter of Credit in any of the circumstances described in subparagraph (iii) above, Landlord may use, apply and/or retain the amount drawn for the cure of any then existing defaults under this Lease. Any amount drawn that is not immediately so used or applied by Landlord shall be retained by Landlord as a cash Security Deposit, subject to and in accordance with the provisions of Section 16.1(a). (v) Any actual or purported withdrawal, rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement Letter of Credit as contemplated in Section 16.1(b)(iii)(A) hereof or by a cash Security Deposit in the Required Amount) shall be a material breach of this Lease. (vi) The Letter of Credit shall provide that it is governed by the International Standby Practices (ISP98), ICC Publication No. 590.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, (a) Tenant may shall deliver to Landlord an irrevocable and a clean, unconditional, irrevocable, transferable letter of credit (“the "Letter of Credit”") running in favor of Landlordform, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject issued by a financial institution ("Issuer") satisfactory to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable provided to Landlord as set forth in Landlord’s reasonable discretion Section (b) below, and shall be in the amount of $1,000,000.00, name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a written statement signed by an authorized agent of Landlord stating that the person who is signing has the authority to sign on behalf of Landlord and that Landlord is entitled to draw down on the Letter of Credit. Landlord shall be entitled to draw the entire amount under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable if either (i) Tenant does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution satisfactory to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another the amount and form of the initial Letter of Credit from no later than one month before the expiration date of the then existing Letter of Credit, or (ii) upon a bank that is acceptable proposed sale or lease of the Building Tenant does not deliver to Landlord in Landlord’s sole reasonable discretion. The the new landlord a replacement Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30d) days before expirationbelow. If Tenant fails is in default under the Lease beyond any applicable notice and cure period, Landlord shall be entitled to renew draw under the Letter of Credit within ten only an amount equal to the amount of any monetary default as defined below (10) Business Days or, only if partial draws are not permitted, the entire amount of its expirationthe Letter of Credit). As used herein, "monetary default" means any delinquent installment of Base Rent, Additional Rent or Rent under this Lease (as and when Tenant fails to pay the same beyond any applicable notice and cure period contained in this Lease), plus any damages to which Landlord may draw on is entitled under the existing Lease. Landlord agrees that the Letter of Credit and maintain may also provide for partial draws by Landlord. To the funds as a non-interest-bearing deposit to be returned to Tenant on receipt extent not applied by Landlord pursuant to the provisions of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Lease any amount drawn under the Letter of Credit shall be reasonably acceptable held or applied by Landlord as a Security Deposit, subject to Landlord and shall provide, among other things, in effect that:the terms of Section 4 of this Lease.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“The Trustee shall not accept any Letter of Credit”) running in favor Credit under this Indenture unless the stated expiration date of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject is at least thirty days from the respective date of deposit of Contract Obligations pursuant to the terms and conditions set forth in the LeaseSection 2.01(a) or 2.01(b). The terms of Trustee is authorized to downpost the amount available under the Letter of Credit, which are subject if any, deposited by the Depositor by an amount equal to Landlord’s reasonable consent, shall strictly comply with the provisions purchase price of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable Contract Obligations representing Bonds delivered to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after Trust on the date of issuance. Tenant delivery of such Bonds." G. The first paragraph of Section 3.05 shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end be amended to read as follows: "The Trustee, as of the calendar year "First Settlement Date", as set forth in the section entitled "Summary of Essential Information" in the Prospectus, shall advance from its own funds and shall pay to the Depositor the amount of interest accrued to such date on the Bonds deposited in the respective Trusts. The Trustee, as of the "First Settlement Date," shall also advance to the Trust from its own funds and distribute to the Depositor the amount specified in the section entitled "Fee Table" in the Prospectus, which is the amount by which the Trustee's fee is reduced and Trust expenses assumed by the Trustee in respect of interest accrued on "when-issued" Bonds and on Contract Bonds delivered to the Trustee subsequent to the First Settlement Date pursuant to Section 6.04. The Trustee shall be entitled to reimbursement, without interest, for such advancements from interest received by the Trust. Subsequent distributions shall be made as hereinafter provided." H. All provisions regarding the Distribution Date included in Section 3.05 of Article III of the Standard Terms and Conditions of Trust are hereby amended to change the Distribution Date from the first day of the month following the Record Date to the last day of the month in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Record Date occurs.

Letter of Credit. In lieu of providing a the cash Security Depositdeposit described in Paragraph 32 of the Lease, simultaneously with the execution of Tenant shall, upon signing this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter unconditional Letter of credit Credit (“the "Letter of Credit”") running governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as revised from time to time, in favor the amount of $320,000.00 issued to Landlord, as beneficiary, in form and substance satisfactory to Landlord, by a bank (an "Approved Bank") approved by Landlord qualified to transact banking business in California with an office in the City and County of San Francisco, San Mateo County, or Santa Xxxxx County at which drafts drawn on the Letter of Credit securing Tenant’s obligations hereunder may be presented for payment. The full amount of the Letter of Credit shall be available to landlord upon presentation of Landlord's sight draft accompanied only by the Letter of Credit and Landlord's signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. Tenant shall maintain the Letter of Credit for the entire term of this Lease, subject only to reduction in the amount of the Letter of Credit as provide in this Paragraph. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Landlord to any successor or assignee of Landlord under this Lease. Tenant shall pay any fees related to the terms and conditions set forth in the Lease. The terms issuance or amendment of the Letter of Credit, which are subject to Landlord’s reasonable consentincluding without limitation, shall strictly comply with the provisions of this Addendum #1any transfer fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank also provide that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit it shall be irrevocable deemed automatically renewed, without amendment, for the period ending no less than consecutive periods of one (1) year each during the term of this Lease (plus a period of thirty (30) days after the Term Expiration Date), unless the Approved Bank sends written notice ("Issuer Notice") to Landlord by any method specified in Paragraph 34 of the Lease, not less that sixty (60) days next preceding the then expiration date of issuance. Tenant shall renew the Letter of Credit and maintain that it for the period ending one hundred twenty (120) days after the end elects not to have such Letter of the calendar year in which the Term expiresCredit renewed. If Landlord receives an Issuer Notice, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no not later than thirty (30) days before expiration. If Tenant fails prior to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiry date of the Letter of Credit Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Paragraph 64, then Landlord shall be reasonably acceptable have the right to Landlord draw the full amount of the Letter of Credit, by sight draft, and shall provide, among other thingshold the proceeds of the Letter of Credit as a cash security deposit pursuant to the terms and conditions of Paragraph 32 of the Lease. Notwithstanding the foregoing, in effect that:the event that there is no Event of Default by Tenant on the commencement of the Third, Fourth and Fifth Lease Years, as applicable, and there have been no more than one previous Events of Default by Tenant under this Lease, Tenant shall have the right, at its sole cost and expense, to obtain an amendment to the Letter of Credit in each of said Lease Years which reduces the amount of the Letter of Credit so that the amount of the Letter of Credit for said Lease years is as follows: Lease Year 3 $ 240,000.00 Lease Year 4 $ 160,000.00 Lease Year 5 $ 80,000.00

Letter of Credit. In lieu of providing If the Reinsurer elects to provide the Ceding Company a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”Credit pursuant to Section 4.2, the Ceding Company and the Reinsurer agree as follows: (a) running in favor The amount of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to will equal or exceed the terms and conditions set forth in the Lease. General Account Remainder Reserves. (b) The terms Letter of Credit will provide for automatic extension of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit without amendment for one year from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter expiration of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, said letter or any future expiration date unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails prior to renew any expiration the issuing bank shall notify the Ceding Company by registered mail or courier service that the issuing bank elects not to consider the Letter of Credit within ten renewed for any additional period. (10c) Business Days of its expiration, Landlord may draw on the existing The Letter of Credit and maintain may be drawn upon by the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements Ceding Company at any time notwithstanding any other provision of this Addendum #1. The form and terms Agreement. (d) If the Monthly Report prepared in accordance with Section 6.1(a) in respect of the last month of any calendar quarter reflects that the Reinsurer's Quota Share of General Account Remainder Reserves exceeds the balance of the Letter of Credit shall be reasonably acceptable as of the report date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to Landlord and shall providethe Ceding Company of an amendment of the Letter of Credit increasing the amount of credit by the amount of such difference. If such Monthly Report reflects, among other thingshowever, in effect that:that the Reinsurer's Quota Share of General Account Remainder Reserves is less than the balance of the Letter of Credit as of the report date, the Ceding Company shall, within 30 days after receipt of written request from the Reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit.

Letter of Credit. In At Tenant’s election, in lieu of providing a cash Security Depositthe Deposit provided in Section 23, simultaneously with Tenant shall, within two business days of the mutual execution and delivery of this Lease, Tenant may deliver to Landlord an irrevocable irrevocable, unconditional and transferable letter (without cost to beneficiary) standby Letter of credit Credit (“Letter of Credit”), in a form reasonably approved by Landlord and meeting the requirements of this Section 24, in the amount stated in the Basic Lease Information. The following provisions shall apply to the Letter of Credit: a. The Letter of Credit shall be governed by ISP98, as revised from time to time, issued by a commercial bank (“Issuer”) running reasonably satisfactory to Landlord with offices for banking purposes in favor the San Francisco Bay Area, and drawable by sight draft presented by Landlord from time to time. Landlord hereby approves the following banks as an Issuer: Xxxxx Fargo Bank. The Letter of Credit shall name Landlord as beneficiary, permit multiple drawings, be fully transferable by Landlord, and otherwise be in form and substance reasonably satisfactory to Landlord. The Letter of Credit shall also provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each during the Term plus sixty (60) days after the Term Expiration (the “LC Term Expiration”), unless the Issuer delivers written notice (“Issuer Notice”) to Landlord (with a simultaneous copy to Tenant) by any method specified for giving of notices under this Lease, as amended, not less than forty-five (45) days preceding the then-Term Expiration of a Letter of Credit that it elects not to have that Letter of Credit renewed. If Landlord receives an Issuer Notice and, not later than fifteen (15) business days preceding the Term Expiration of the expiring Letter of Credit, Tenant fails to furnish Landlord with a replacement of the expiring Letter of Credit pursuant to and meeting the conditions of this Section 24, then Landlord shall have the right to draw the full amount of that Letter of Credit by delivering to the Issuer a statement that Tenant has failed timely to deliver to Landlord a replacement Letter of Credit pursuant to and meeting the conditions of this Section, in which event the Issuer shall disburse the full amount of the expiring Letter of Credit to Landlord and Landlord shall hold such amount pursuant to Section 24(f), below. Tenant shall, at any time after Landlord draws the Letter of Credit, be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord to the extent Landlord has not applied such funds in curing an Event of Default by Tenant hereunder. b. The Letter of Credit shall be held by Landlord for the faithful performance of all terms, covenants and conditions of this Lease. The Letter of Credit shall be returned to Tenant within sixty (60) days after the later of the date of termination or expiration of the Lease or the date Tenant delivers possession of the Premises to Landlord, unless a longer time is reasonably required to ascertain damages payable from the Letter of Credit securing (not to exceed an additional 30 days). Tenant agrees that Landlord may, without waiving any of Landlord’s other rights and remedies under this Lease, draw upon the Letter of Credit and apply the proceeds of the Letter of Credit (i) in whole or in part to remedy, or compensate Landlord for any damages arising from any Event of Default by Tenant; (ii) in whole if a petition is filed by or against Tenant or, if Tenant is not the “Applicant” under the Letter of Credit, then by or against the Applicant, under Title 11 of the United States Code, or a proceeding has been commenced by or against Tenant or, if Tenant is not the Applicant under the Letter of Credit, then by or against the Applicant, under any other state or federal insolvency laws or under the insolvency laws of another country (any such proceeding defined herein as a “Bankruptcy Case”); or (iii) in whole if a renewal/extension of, amendment to or replacement or evidence of the restoration of the Letter of Credit as required under Section 24(a) is not timely received by Landlord in form and substance reasonably acceptable to Landlord. If Landlord draws on the Letter of Credit, Tenant shall within five (5) business days restore the amount of the Letter of Credit to the full amount of the Letter of Credit as required to be maintained under this Section 24 pursuant to a replacement thereof or an amendment thereto in form and substance reasonably satisfactory to Landlord, or shall provide cash in lieu thereof, failing which Landlord may, without waiving its other remedies hereunder, draw down any sums then remaining unpaid under the Letter of Credit. If Landlord draws upon the Letter of Credit pursuant to subpart (i) above, Landlord shall only draw upon the Letter of Credit to the extent needed to cure such Event of Default. In the event Landlord improperly draws upon the Letter of Credit or misapplies the Letter of Credit proceeds, Tenant shall have the right to offset such amounts against Rent and Tenant shall have no right or claim (and Landlord shall have no liability to Tenant) with respect to the funds so improperly drawn or misapplied. c. If Landlord’s interest in the Premises is sold or otherwise assigned or transferred, then Tenant shall, upon ten (10) days prior notice from Landlord, at Tenant’s sole cost and expense, cause Issuer to amend the Letter of Credit, in form and substance reasonably satisfactory to Landlord, to transfer them to the new Landlord designated by Landlord in its notice, effective on the date designated by Landlord in its notice. d. Any draw under the Letter of Credit shall be subscribed by a representative of Landlord. The Issuer shall have no obligation to verify any matter or statement made in connection with any draw under the Letter of Credit and no good faith error in connection with any such matter or statement shall affect the validity of any draw by Landlord. No draw under the Letter of Credit or failure or delay of Landlord to draw any portion of the Letter of Credit shall constitute a waiver of Landlord’s right to do so at any time thereafter, a waiver of Landlord’s other rights and remedies under this Lease, or a waiver of any default with respect to this Lease. Tenant agrees that Tenant shall have no right to apply any portion of the cash security or proceeds of the Letter of Credit against any of Tenant’s obligations hereunder to pay rent or perform obligations under the Lease. e. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or any proceeds thereof be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit are not intended to serve as a security deposit and conditions set forth such Section 1950.7 and any and all other Laws applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. f. In the event Landlord draws down on the Letter of Credit, the proceeds of the Letter of Credit may be held by Landlord and applied by Landlord against any Base Rent or Additional Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant under this Lease. The terms Any unused proceeds of the Letter of Credit shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (A) Tenant has no property interest whatsoever in the proceeds from any such draws, and (B) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Laws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the Letter of Credit received by Landlord, and not used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as provided for in this Section 24(f) (the “Unused Letter of Credit Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement of the Letter of Credit in the full amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The replacement Letter of Credit shall be issued by a bank acceptable to Landlord comply in Landlord’s reasonable discretion and under all respects with the supervision requirements of the banking commission of the State of California this Section 24, or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1y) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty within sixty (12060) days after the end later of the calendar year in which date of termination or expiration of the Term expires, and shall provide that it is automatically renewable for Lease or the Termdate Tenant delivers possession of the Premises to Landlord, unless released pursuant a longer time is reasonably required to ascertain damages payable from the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Unused Letter of Credit within ten Proceeds (10) Business Days not to exceed an additional 30 days), and except as provided otherwise herein; provided, however, that if prior to the LC Term Expiration a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of its expirationTenant’s creditors, under the U. S. Bankruptcy Code or any state bankruptcy code, then Landlord may draw on shall not be obligated to make such payment in the existing amount of the Unused Letter of Credit and maintain Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. g. Upon final determination of the funds as a non-interest-bearing deposit Initial Base Rent pursuant to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Section 3(a), if the amount of the Letter of Credit then held by Landlord is not equal to the Initial Base Rent, then Tenant shall be reasonably acceptable promptly obtain a revised Letter of Credit in an amount equal to the Initial Base Rent. h. If Tenant delivers a replacement or amended Letter of Credit to Landlord when and as required under this Section 24 in the form required herein, Landlord shall provideexchange the Letter of Credit then held by Landlord for the replacement or amended Letter of Credit delivered by Tenant. Tenant may at any time substitute a cash Deposit for the Letter of Credit, among other thingsand upon such substitution, in effect that:Landlord shall return the Letter of Credit to Tenant.

Letter of Credit. In lieu The following is added as Section 37.24 of providing a cash Security Depositthe Lease: (a) Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to this Lease and, simultaneously with the execution of as consideration for Landlord’s willingness to enter into this Lease, Tenant may shall deliver or cause to be delivered to Landlord, and shall cause to be maintained at all times in effect without expiration or termination, one or more irrevocable standby letters of credit complying with the terms of this Section 37.24. Any failure by Tenant to perform or observe any term, covenant or agreement set forth in this Section 37.24 shall constitute a material default under this Lease. (b) Tenant shall deliver or cause to be delivered to Landlord an irrevocable and transferable standby letter of credit in a form acceptable to or provided by Landlord (the “Letter of Credit”) running ), issued by a national banking association reasonably acceptable to Landlord, for the account of Tenant in favor of LandlordLandlord in the initial amount determined in accordance with Section 8 of the Lease, with having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall be automatically extended annually, without written amendment or modification, to the date that is one (1) year after the then current expiry date unless the issuer of the Letter of Credit securing Tenant’s obligations hereunder subject gives Landlord, at least sixty ( 60) days prior to the terms and conditions set forth in then current expiry date, written notice that the Leaseissuer elects not to extend the Letter of Credit. The terms If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuer elects not to extend the Letter of Credit, then, not less than thirty (30) days prior to the then current expiry date of the Letter of Credit, which are subject Tenant shall deliver or cause to Landlord’s reasonable consent, shall strictly comply with the provisions be delivered to Landlord a substitute irrevocable standby letter of this Addendum #1. The Letter credit issued in favor of Credit shall be issued Landlord by a bank national banking association reasonably acceptable to Landlord in Landlord’s reasonable discretion and under the supervision an amount required by Section 8 of the banking commission Lease. Not less than thirty (30) days prior to the expiry date of the State any substitute letter of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable delivered pursuant to Landlord in Landlord’s reasonable discretionthis Section, Tenant shall at its cost deliver or cause liii to be delivered to Landlord a further substitute another Letter irrevocable standby letter of Credit from credit issued in favor of Landlord by a bank that is national banking association reasonably acceptable to Landlord in Landlord’s sole reasonable discretionan amount required by Section 8 of the Lease. The Letter Each substitute letter of Credit credit delivered pursuant to this Section 37.24 shall be irrevocable for the period ending no have a term of not less than one (1) year after and shall be in a form acceptable to or provided by Landlord. Additionally, if Tenant is entitled to a reduction in the date amount of issuance. the cash Security Deposit and/or the Additional Security Deposit as provided in Section 8 of this Lease, Tenant shall renew exchange the original Letter of Credit for a substitute in the reduced amount, or shall deliver to the Landlord the amendment, endorsement or other modification of the Letter of Credit that reduces the amount thereof as permitted in Section 8. (c) Upon the occurrence of any breach or default under this Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord any substitute letter of credit required pursuant to this Section 37.24, Landlord, at its option, may draw against the Letter of Credit and maintain it any substitute letter of credit delivered pursuant to this Section 37.24 in an amount reasonably necessary to cure such breach or default and/or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s breach or default. The Letter of Credit and each substitute letter of credit (also referred to as a “Letter of Credit”) delivered pursuant to this Section 37.24 shall provide for payment against Landlord’s (or any transferee’s) draft at sight accompanied by a certificate stating substantially as follows: “Drawn under _____ Bank, N.A.’s Irrevocable Standby Letter of Credit No. ___ dated ________, 2018, as a result of the period ending one hundred twenty occurrence of a default under the Lease dated ____ , 2018, 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 (12010) days after the end of the calendar year 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 which the Term expiresevent of any further breach or default under this Lease. (d) If the Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that is thirty (30) days prior to the expiry date of the then current Letter of Credit, and 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 further breach or default under this Lease, then in such event the amount of the draw against the Letter of Credit may be equal to the entire amount of the Letter of Credit. The proceeds of any draw against the Letter of Credit pursuant to the immediately preceding sentence shall provide that it is automatically renewable for the Term, unless released be held by Landlord as an additional security deposit pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements 8 of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Lease.

Letter of Credit. In lieu (a) Tenant will obtain, in favor of providing Landlord, an irrevocable stand-by letter of credit in the amount of $75,000.00, issued by a cash Security Depositfederally insured financial institution in form and substance acceptable to Landlord (the "Letter of Credit"), simultaneously with which will be automatically renewed and maintained in full force and effect until 60 days after the execution expiration or earlier termination of this Lease and otherwise as required hereunder. Replacement Letters of Credit shall be delivered by Tenant to Landlord no later than the date the prior Letter of Credit expires. It will be an event of default hereunder if Tenant fails to deliver such replacement Letter of Credit, without requirement of any further demand or notice by Landlord. If Tenant defaults in its payment of Rent or the performance of any of its other obligations under this Lease, Landlord will have the right to draw on the Letter of Credit for the payment of Rent or any other amount in default, or for the payment of any other amount that Landlord may spend or become obligated to spend by reason of Tenant's default, or for the payment to Landlord of any other loss or damage that Landlord may suffer by reason of Tenant's default. If Landlord draws on the Letter of Credit, Tenant will restore the Letter of Credit to its original amount within five days after written demand by Landlord. The Letter of Credit will not be a limitation on Landlord's damages or an advance payment of Rent. (b) If Tenant pays all Rent due and timely performs all of its obligations under this Lease, Landlord will permit Tenant to reduce the amount of the Letter of Credit by 20% on each anniversary of the Commencement Date. Notwithstanding the foregoing, if, at the end of the second year of the initial Term of this Lease, Tenant may deliver submits audited financial statements indicating Tenant's net worth of at least $3,000,000, Landlord will reduce the amount of the Security Deposit required under this Lease to Landlord an irrevocable $11,191.38 and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with will release the Letter of Credit securing to Tenant upon Tenant’s obligations hereunder 's depositing with Landlord, in accordance with Article 22 of this Lease, the sum of $11,191.38. However, if Tenant fails to provide the audited financial statements to Landlord at the end of the second year of the initial Term of this Lease or if the submitted financial statements do not indicate Tenant's net worth is at least $3,000,000, the requirement in subsection 27.3(a) for the $75,000.00 Letter of Credit shall remain in full force and effect, subject only to the terms and conditions periodic reductions as set forth in this subsection 27.3(b). (c) All references in the Lease. The terms of Lease to "Security Deposit" shall mean the Letter of Credit. In the event of the expiration or earlier termination of the Lease and Tenant's vacation or surrender of the Premises pursuant to Section 15.1, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions so long as Tenant has performed all of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and its obligations under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Lease, Landlord will surrender the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) within 60 days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section such termination or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, (a) Tenant may shall deliver to Landlord an irrevocable and a clean, unconditional, irrevocable, transferable letter of credit (“the "Letter of Credit”") running in favor of Landlordform, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable financial institution ("Issuer") satisfactory to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s 's sole reasonable discretion. The Letter of Credit shall be irrevocable for in the period ending no less than one amount of Seven Hundred Seventy Seven Thousand Four Hundred Thirty Nine and 00/100 Dollars (1) year after $777,439.00), name Landlord as the date beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of issuance. Tenant shall renew a written statement signed by Landlord or Landlord's authorized agent stating that Landlord is entitled to draw down on the Letter of Credit pursuant to the terms of this Lease. Landlord shall be entitled to draw the entire amount under the Letter of Credit if either (i) Tenant does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution satisfactory to Landlord in the amount and maintain it for the period ending one hundred twenty (120) days after the end form of the calendar year in which initial Letter of Credit no later than one month before the Term expiresexpiration date of the then existing Letter of Credit, and shall provide that it is automatically renewable for or (ii) upon a proposed sale or lease of the Term, unless released Building Tenant does not deliver to any new landlord a replacement Letter of Credit pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30d) days before expirationbelow. If Tenant fails is in default under the Lease beyond any applicable notice and cure period, Landlord shall be entitled to renew draw under the Letter of Credit within ten only an amount equal to the amount of any monetary default as defined below (10) Business Days or, only if partial draws are not permitted, the entire amount of its expirationthe Letter of Credit). As used herein, "monetary default" means any delinquent installment of Base Rent, Additional Rent or Rent under this Lease (as and when Tenant fails to pay the same beyond any applicable notice and cure period contained in this Lease), plus any damages to which Landlord may draw on is entitled under the existing Lease. Landlord agrees that the Letter of Credit and maintain may also provide for partial draws by Landlord. To the funds as a non-interest-bearing deposit to be returned to Tenant on receipt extent not applied by Landlord pursuant to the provisions of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Lease any amount drawn under the Letter of Credit shall be reasonably acceptable held or applied by Landlord as a Security Deposit, subject to Landlord and shall provide, among other things, in effect that:the terms of Section 4 of this Lease.

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

Letter of Credit. In lieu (a) No Letter of providing a cash Security Deposit, simultaneously Credit will be provided in connection with the execution initial issuance of this Leasethe First Series 1996 Bonds. Subsequent to the initial issuance of the First Series 1996 Bonds, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“the Company may, in its sole discretion, furnish a Letter of Credit”) running in favor Credit to provide payment of Landlordprincipal of, with interest on and Purchase Price of the First Series 1996 Bonds. If the Company is providing the Letter of Credit securing Tenant’s obligations hereunder subject to provide payment of principal of, interest on and Purchase Price of the terms and conditions set forth in First Series 1996 Bonds during any Interest Period with a duration of one week, the Lease. The terms of Company may deliver the Letter of CreditCredit at any time and the Letter of Credit may be effective on any date and may terminate on any date which is at least six (6) days after an Interest Payment Date. If the Company is providing the Letter of Credit to provide for payments during any Interest Period with a duration greater than one week, which are subject the Company shall deliver the Letter of Credit to Landlord’s reasonable consent, shall strictly comply with the provisions Trustee at least ten (10) days before the beginning of this Addendum #1. The the Interest Period and such Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision effective as of the banking commission beginning of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant such Interest Period and shall terminate at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one least six (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (1206) days after the end of such Interest Period. As a condition to the calendar year delivery to the Trustee of a Letter of Credit, the Company shall furnish to the Trustee, on or before the date of such delivery, the same written evidence and opinions required pursuant to clauses (i), (ii) and (iii) of Section 3.6(b) hereof in which connection with the Term expires, and shall delivery of a Substitute Letter of Credit. (b) The Company may provide that it is automatically renewable for the Term, unless released pursuant delivery to the provisions Trustee of this Section or unless a Substitute Letter of Credit. Any Substitute Letter of Credit shall be delivered to the issuing bank delivers a notice of non-renewal no later Trustee not less than thirty (30) days before expiration. If Tenant fails prior to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiration of the Letter of Credit it is being issued to replace; provided, however, that on or before the date of such delivery of a Substitute Letter of Credit to the Trustee, the Company shall furnish to the Trustee (i) written evidence from each Rating Agency by which the Bonds are then rated, 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 will not, by itself, result in the reduction of the then applicable rating(s) of the Bonds; and (ii) an opinion of counsel to the issuer of the Substitute Letter of Credit to the effect that the Substitute Letter of Credit will be reasonably acceptable to Landlord valid, binding and shall provideenforceable in accordance with its terms and is exempt from the registration requirements of the Securities Act of 1933, among other things, in effect that:as amended.

Letter of Credit. In lieu Tenant shall enter into a Letter of providing a cash Security Deposit, simultaneously with Credit (or ---------------- replacement Letter[s] of Credit in the execution event of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter termination of credit (“the original Letter of Credit”) running in favor of Landlord, a form satisfactory to and with a bank which meets with the Letter approval of Credit securing Tenant’s obligations hereunder subject to the terms Landlord and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1's lender. The Letter of Credit shall be issued in the initial amount of one million dollars ($1,000,000.00). So long as Tenant is not in default of Section 3.1 of this Lease Agreement, that amount may be decreased by a bank acceptable two hundred thousand dollars ($200,000.00) each year for five years until there is no balance remaining. If Tenant shall fail to make timely payments to Landlord in Landlord’s reasonable discretion and under the supervision pursuant to Section 3.1 of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues this Lease Agreement, Landlord shall be entitled to draw upon the Letter of Credit becomes unacceptable in an amount equal to any payment due Landlord in Landlord’s reasonable discretion, from Tenant shall at its cost substitute another Letter if such payment is not made within the time constraints of Credit from this Lease Agreement. In the event of a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew draw against the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end by Landlord, Tenant shall, within three weeks of the calendar year in which the Term expiresany such draw by Landlord, and shall provide that it is automatically renewable for the Term, unless released pursuant be required to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails take whatever steps are necessary to renew restore the Letter of Credit within ten (10) Business Days of its expiration, Landlord may to the balance that existed at the time immediately prior to the draw on against the existing Letter of Credit and maintain by Landlord. If the funds Lease Agreement is terminated as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord result of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Tenant's default, the entire balance of the Letter of Credit shall be reasonably acceptable payable to Landlord immediately. If Landlord receives notice of the bank's intention to terminate the Letter of Credit, Tenant shall have 21 days to find a replacement letter of credit. If a replacement is not found, Landlord may declare the lease in default and draw and retain the balance of the existing Letter of Credit. Payment of the balance of the Letter of Credit upon Tenant's default shall providein no way limit Landlord's ability to recover all of its damages from Tenant. Landlord shall pay monthly fees related to maintaining the Letter of Credit for the months of February, among other thingsMarch, April, May, June and July, unless possession is delayed beyond September 1, 2001, in effect that:which case, Landlord shall pay such monthly fees until one month prior to possession by Tenant. All other expenses associated with the establishment and maintenance of the Letter of Credit shall be the obligation of Tenant. Except in the event the bank terminates the Letter of Credit or if the lease is terminated as a result of Tenant's default, if the amount paid to Landlord under the Letter of Credit exceeds the amount owed by Tenant to Landlord, upon Tenant's default, then Landlord shall refund the excess to Tenant within five days. In the event the bank terminates the Letter of Credit, Landlord shall refund the excess to Tenant when a new Letter of Credit has been established, or, if no new letter of credit is established, shall refund any excess to Tenant at such time as any damages have been calculated with reasonable certainty. If the lease is terminated as a result of Tenant's default, Landlord shall not be entitled to retain amounts exceeding any actual damages sustained as a result of the termination of the lease, and Landlord shall use its best efforts to mitigate its damages. Any refund payable to Tenant as a result of a termination of the lease shall be paid as soon as the amount (if any) can be ascertained with reasonable certainty.

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

Letter of Credit. In lieu of providing a the cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable a clean, unconditional, irrevocable, transferable, fully cash-collateralized letter of credit in lieu of cash for the Security Deposit (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms form and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable financial institution (“Issuer”) satisfactory to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall permit partial draws, and provide that draws thereunder will be irrevocable for the honored upon presentation by Landlord without conditions at at location in Santa Xxxxx County. The Letter of Credit shall have an expiration period ending no less than of one (1) year but shall automatically renew by its terms unless affirmatively cancelled by either Issuer or Tenant, in which case Issuer must provide Landlord 30 days’ prior written notice of such expiration or cancellation. The Letter of Credit shall remain in effect, whether through replacement, renewal or extension, until ninety (90) days after the date of issuanceLease Expiration Date. Tenant shall renew Any amount drawn under the Letter of Credit and maintain it not utilized by Landlord for the period ending one hundred twenty (120) days after purposes permitted by this Lease shall be held as a Security Deposit. If the end Tenant fails to renew or replace the Letter of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of Credit as required under this Section or unless the issuing bank delivers a notice of non-renewal no later than Lease at least thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expirationstated expiration date, Landlord may draw on upon the existing entire amount of the Letter of Credit and maintain Credit. The preceding to the funds as contrary notwithstanding, if Tenant provides a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a new, replacement or substitute Letter of Credit from Tenant meeting all requirements pursuant to the terms of this Addendum #1. The form and terms Paragraph 5.2, then the amount of the such new, replacement or substitute Letter of Credit shall be reasonably acceptable equal to the full amount of the Security Deposit required hereunder less the amounts, if any, drawn by Landlord under any Letter of Credit provided by Tenant to Landlord which were not used by Landlord to cure any then existing default by Tenant hereunder or to reimburse Landlord for any damage or loss caused by any such default (to the extent recoverable under the terms of this Lease) (and which unapplied amounts so drawn by Landlord shall provide, among other things, in effect that:continue to be held by Landlord pursuant to the terms of this Paragraph 5.

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

Letter of Credit. In lieu (a) Landlord hereby acknowledges receipt from Tenant of providing Tenant’s Letter of Credit from Silicon Valley Bank in the amount of Seven Hundred Thousand Dollars ($700,000.00) in a cash Security Deposit, simultaneously form complying with the execution provisions of this Lease, Tenant may deliver Article 53 and otherwise satisfactory to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued held by Landlord as security for the payment of rent and the performance of Tenant’s other obligations under this Lease in the same manner as a bank acceptable to Landlord in Landlord’s reasonable discretion and cash security deposit would be handled under paragraph 3(c) of this Lease. Not later than the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues expiration date for the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionset forth therein, Tenant shall at its cost substitute another renew the term of the Letter of Credit from or deposit a bank that is acceptable to new Letter of Credit in the same amount with Landlord in the same form as the original letter of credit approved by Landlord. If Tenant fails to renew or replace the Letter of Credit as aforesaid, Landlord may present the Letter of Credit for payment by the issuer thereof, and retain the proceeds of the Letter of Credit as the Security Deposit under this Lease, and, if Landlord retains the proceeds of the Letter of Credit as the Security Deposit, Landlord may commingle the deposit with its own funds. If Tenant defaults in the payment of rent or in the performance or observance of any other obligations to be performed on its part under this Lease, Landlord may present the Letter of Credit for payment by the issuer thereof and apply the proceeds to payment of Minimum Rent or Additional Rent in default, and/or to the prepayment of the Minimum Rent for any subsequent period of the term and/or to any amount to which Landlord may be entitled under this Lease; and Tenant shall promptly thereafter restore the Letter of Credit to the original amount above specified. The right of Landlord to apply the Proceeds of the Letter of Credit as above specified shall not be construed as a limitation upon Landlord’s sole reasonable discretionright to invoke any other remedy available under this Lease or at law or equity for breach of this Lease, or to collect the full amount of damages owing by Tenant on account of such breach. If, by reason of Tenant’s default under this Lease, Landlord terminates this Lease at any time or reenters the Premises, Landlord may, at its option, either retain the Proceeds of the Letter of Credit as liquidated damages (applying against the damages which it suffers but without waiving its rights to recovery of additional damages to which it may be entitled) or apply it to the monthly installments of Minimum Rent and other amounts payable under this Lease hereunder in inverse order of accrual. (b) The Letter of Credit shall be issued to Landlord, shall be unconditional (i.e., without requirements or conditions for presentation, honor or payment), except as expressly provided for below, and shall be irrevocable for during its stated term. The Letter of Credit may state or require that, at the period ending no less than one (1) year after the date of issuance. Tenant shall renew time that Landlord presents the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end payment, such presentation shall be accompanied by a written statement executed by any person purporting to be an authorized officer of the calendar year general partner of Landlord as follows: “This shall certify that a default by Tenant in which the Term expirespayment of rent has occurred and is continuing under that certain Flex Space Office Lease (“Office Lease”) dated April 12, 2000 by and between X.X. Xxxx Real Estate Investment Trust, as Landlord, and BroadSoft, Inc., as Tenant. Any notice or notices of default required by such Office Lease have been given by Landlord to Tenant and Tenant has not cured within any period for cure provided for in the Office Lease. Based upon the foregoing, Landlord hereby presents Letter of Credit No. SVB00152442 for payment and hereby demands that the issuer thereof draw upon such Letter of Credit and remit the proceeds one Letter of Credit to Landlord.” The Letter of Credit shall also provide that it is automatically renewable Landlord may present the Letter of Credit for payment when accompanied by the Term, unless released pursuant following written statement: “Tenant has failed to renew or replace the provisions Letter of this Section or unless the issuing bank delivers a notice of non-renewal no later than Credit prior to thirty (30) days before expiration. its expiration date, and Landlord is accordingly entitled to draw upon the Letter of Credit.” The Letter of Credit shall also expressly state and provide that the issuer is entitled to rely on any statement in the forms provided above which purports on its face to be executed by an officer of Landlord, and that the issuer is not obligated to verify the authority of any such person to execute any such statement on Landlord’s behalf, nor shall the issuer be liable in any manner whatsoever if any such statement is found to have been improperly delivered by Landlord, or if such statement is delivered by a person not duly authorized to do so on Landlord’s behalf. (c) In addition to all other rights available to it under applicable laws or otherwise, Landlord, in conjunction with the assignment, pledge, or transfer of its interest as Landlord under the Lease, shall have the right to assign therewith Landlord’s rights un the Letter of Credit, and any assignee, pledgee, or transferee shall have the rights of Landlord hereunder with respect to the Letter of Credit so assigned, pledged, or transferred, and Landlord shall be thereafter relieved from all duties with respect to any such Letter of Credit. (d) If Tenant fails has not defaulted in performance of its obligations under this Lease beyond any period provided for herein for notice and cure, then the amount of the Letter of Credit may be reduced, commencing upon the expiration of the third (3rd) Lease Year and continuing through the first day of the tenth (10th) Lease Year, if, Tenant has achieved net profits in its preceding fiscal year, as shown on audited financial statements (“Profitability”), as follows: Within thirty (30) days after Tenant delivers to Landlord evidence, reasonably satisfactory to Landlord, showing that Tenant has reached Profitability in its most recent fiscal year prior to the expiration of the given Lease Year (i.e., Lease Year 3, 4, 5, 6, 7, 8, 9 or 10), Tenant shall be petted to renew or replace the Letter of Credit with a Letter of Credit in an amount equal to the then-existing Letter of Credit, minus Eighty Seven Thousand Five Hundred and 00/100 Dollars ($87,500.00). (e) Notwithstanding the foregoing, if at any time during the term of this Lease, Tenant is purchased by, or merges or consolidates with, a corporation, company or other business entity which meets the credit and Financial requirements as hereinafter more specifically described (providing such acquisition, merger or consolidation is permissible in accordance with the provisions of subparagraph 19 (f) of this Lease), then Tenant shall be entitled to replace or renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing with a Letter of Credit or cash payment in the amount of Thirty Six Thousand Eight Hundred Seventy Five and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements 00/100 Dollars ($36,875.00). (f) Notwithstanding any other provision of this Addendum #1. The form and terms of Article 53 to the contrary, the Letter of Credit (or cash Security Deposit) shall never be reasonably acceptable to Landlord reduced below the sum of Thirty Six Thousand Eight Hundred Seventy Five and shall provide, among other things, in effect that:00/100 Dollars ($36,875.00).

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”a) running in favor of Landlord, with The Lessee will cause the Letter of Credit securing Tenant’s obligations hereunder subject Provider to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues maintain the Letter of Credit becomes unacceptable in full force and effect in an amount equal to Landlord the principal amount of the Outstanding Parity Bonds plus (so long as the Parity Bonds are in Landlord’s reasonable discretionthe Weekly Mode or the Monthly Mode) 57 days' interest thereon computed at the Maximum Rate. Upon any conversion of the Interest Rate Mode to an Interest Rate Mode other than a Weekly Mode or Monthly Mode, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew Lessee will cause the Letter of Credit and maintain it for Provider to increase the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms interest component of the Letter of Credit to cover 210 days' interest on the Parity Bonds at the rate or rates then borne by the Parity Bonds. (b) The Lessee may (without penalty or premium) provide and the Trustee shall accept any Substitute Letter of Credit, provided that any Substitute Letter of Credit shall meet the following requirements: (i) the Issuer shall approve in writing the issuer of the Substitute Letter of Credit or the Trustee shall receive written confirmation from the Rating Agency that the credit rating on the Parity Bonds with the Substitute Letter of Credit will be not less than the credit rating on the Parity Bonds on the date of their original issuance. (ii) the form and content of such Substitute Letter of Credit are reasonably acceptable to Landlord and the Trustee; (iii) the amount which may be drawn under such Substitute Letter of Credit is at least equal to the principal amount of the Parity Bonds then Outstanding plus (so long as the Parity Bonds are in the Weekly Mode or the Monthly Mode) an amount equal to 57 days' interest on the Parity Bonds at the Maximum Rate (210 days' interest at the rate or rates borne by the Parity Bonds if the Parity Bonds are in an Interest Rate Mode other than a Weekly Mode or Monthly Mode); (iv) the other terms of the Substitute Letter of Credit are substantially similar in all material respects to the predecessor Letter of Credit; (v) replacement of such predecessor Letter of Credit with such Substitute Letter of Credit will not reduce the credit rating or ratings on the Parity Bonds then in effect, if any (as evidenced by a written confirmation received from each Rating Agency maintaining a credit rating on the Parity Bonds prior to the delivery of such Substitute Letter of Credit); (vi) an opinion of Bond Counsel acceptable to the Trustee shall provide, among other thingsbe delivered to the Trustee to the effect that such substitution is permitted by this Lease Agreement; and (vii) an opinion of counsel acceptable to the Trustee has been delivered to the Trustee to substantially the same effect as the opinion delivered in connection with the issuance of the initial Letter of Credit and, in addition, to the effect that:that the exemption of the Parity Bonds (or any securities evidenced thereby) from the registration requirements of the Securities Act of 1933, as amended, and the exemption of the Indenture from qualification under the Trust Indenture Act of 1939, as amended, shall not be impaired by the substitution of such Substitute Letter of Credit or that the applicable registration or qualification requirements of such acts have been satisfied. (c) Upon acceptance of the Substitute Letter of Credit, the Trustee shall return the predecessor Letter of Credit to the provider thereof.

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

Letter of Credit. In lieu of providing a cash Security Deposit(a) On or prior to May 15, simultaneously with the execution of this Lease2007, Tenant may deliver agrees to provide to Landlord an irrevocable and transferable unconditional letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank federally-insured banking institution, naming Landlord as the beneficiary and being in form and substance similar to Exhibit G attached hereto and reasonably acceptable to Landlord (the “LC”). The LC shall be in Landlord’s reasonable discretion and under the supervision amount of $152,263.25, which is the sum of the banking commission Base Rent for the year following the Rent Commencement Date plus Tenant’s Prorata Share of the State of California or “Operating Expenses” (as defined in Exhibit D attached hereto); such Expenses are reasonably estimated by Landlord for the Federal Deposit Insurance Corporationsuch year and were determined to be as follows: $4.00 x 6,477 sq. If the credit ft. of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionbase premises = $25,908.00. The Letter of Credit LC shall be irrevocable in full force and effect beginning the Rent Commencement Date and shall remain in full force and effect for the period ending no less than one (1) year after the date of issuancenext twelve consecutive months. Tenant shall renew be responsible for obtaining the Letter of Credit and maintain it for LC at its sole expense. (b) In the period ending one hundred twenty (120) days after event Xxxxx’x rating on the end long term senior debt of the calendar year in which issuer of the Term expiresLC becomes less than BBB while the LC is outstanding, then Landlord may notify Tenant of such fact and Tenant shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than have thirty (30) days before expirationfrom the date of such notice within which to either (i) secure the LC with additional collateral acceptable to Landlord in its reasonable discretion, (ii) provide a substitute LC issued by a banking institution reasonably satisfactory to Landlord having its senior long term debt rated at least BBB by Xxxxx’x or an equivalent rating service, or (iii) have the LC confirmed by a banking institution reasonably satisfactory to Landlord and having a senior long term debt rated at least BBB by Xxxxx’x or an equivalent rating service; such confirmation shall be in a form reasonably satisfactory to Landlord. If Failure to do one of the foregoing within such 30 day period shall entitle Landlord to present the LC for payment and hold the proceeds without interest as a security deposit under this Lease. (c) Upon (i) the occurrence of an Event of Default by Tenant fails (other than a nonmonetary default described in Section 18(b) hereof), (ii) Landlord giving Tenant written notice of such occurrence (other than the occurrence of an Event of Default described in Section 18(e), as to renew the Letter of Credit which Landlord shall not be required to give any notice hereunder) and (iii) Tenant failing to cure, within ten (10) Business Days days of its expirationreceipt of such notice, any Event of Default about which Landlord gave (and was obligated under this Section 31(c) to give) Tenant notice, Landlord may draw on shall have the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other thingsright, in effect that:addition to any or all other remedies contained herein, to present the LC for payment.

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

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously (a) Simultaneously with the execution hereof, Borrower has delivered to Lender that certain $500,000.00 Irrevocable Letter of this LeaseCredit No. 50061742 dated December 17, Tenant may deliver to Landlord 1997 and having an irrevocable and transferable letter expiration date of credit December 21, 1998 (“the "Letter of Credit”") running issued by BankBoston, N.A. ("Bank") to Lender as additional security for the Loan. (b) The Letter of Credit issued to Lender is, and any renewals or replacements thereof shall be clean. unconditional and irrevocable and in favor of Landlordform satisfactory to Lender, with payable on Lender's sight draft thereon without any conditions and without requiring any accompanying documentation other than the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1itself. The Letter of Credit shall not be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion "Standby" letter of credit. (c) The initial Letter of Credit shall expire no sooner than twelve (12) months from the date hereof. If and under the supervision so long as all or any portion of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Secured Indebtedness remains outstanding, the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter must be satisfactorily renewed or replaced with replacement letters of Credit from a bank credit meeting all of the above requirements except that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit the expiration date shall be irrevocable for the period ending no less than one twelve (112) year after months from the date of issuance. Tenant shall renew the Letter Such renewal or replacement letters of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year credit must be in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal Lender's hands no later than thirty (30) days before expirationprior to the expiration of the then current letters of credit. If Tenant fails Borrower shall be responsible for obtaining such renewal or replacement Letter of Credit at its sole expense. Failure to renew the Lender of Credit in accordance with the foregoing will entitle Lender to present the Letter of Credit within ten for payment and apply the proceeds to repayment of the Secured Indebtedness without repayment premium. (10d) Business Days Borrower understands that Lender is relying upon the financial condition of its expiration, Landlord may draw Bank as a primary inducement to Lender to consummate the transactions contemplated herein. In the event Moodx'x xxxing on Bank's long term senior debt becomes less than BBB while the existing Letter of Credit is outstanding, Lender may notify Borrower of such fact, and maintain Borrower shall have twenty (20) days from the funds as a non-interest-bearing deposit date of such notice within which to be returned to Tenant on receipt by Landlord of a substitute either (i) secure the Letter of Credit from Tenant meeting all requirements with additional collateral acceptable to Lender in its sole discretion; (ii) provide a substitute letter of this Addendum #1credit in the same form as the Letter of Credit but issued by a banking institution reasonably satisfactory to Lender having its senior long term debt rated at least BBB by Moodx'x xx equivalent rating service; or (iii) have the Letter of Credit confirmed by a banking institution reasonably satisfactory to Lender having its senior long term debt rated at least BBB by Moodx'x xx equivalent rating service. The form Failure to do one of the foregoing within such time shall constitute a Default hereunder and shall entitle Lender to present the Letter of Credit for payment at any time after such Default. (e) So long as no Default or Default Condition has occurred upon the occurrence of the rent commencement date, when Pep Boys (or another tenant acceptable to Lender (in its sole discretion) begins paying rent on the space currently referred to as "Major D" on the site plan of the Premises pursuant to a ground lease acceptable to Lender in its sole discretion, with minimum 15 year term at an annual net rent of at least $65,000 (or other terms of satisfactory to Lender in its sole discretion), the Letter of Credit shall be reasonably released upon delivery to Lender of an estoppel certificate from the applicable tenant, in form and content acceptable to Landlord Lender in its sole discretion. (f) In the event that Borrower fails to qualify for release of the Letter of Credit within twelve (12) months from the date hereof, then Lender shall have the right (but not the obligation) to present the Letter of Credit for payment, and any amounts drawn under the Letter of Credit and applied to principal outstanding under the Note shall provide, among other thingsnot be subject to the prepayment premium described in the Note. In the event of a Default, in effect that:addition to any or all of its other remedies contained in the Note, the Deed of Trust, this Loan Agreement, or any other Collateral Loan Document. Lender shall have the right (but not the obligation) to present the Letter of Credit for payment and apply the proceeds to the Secured Indebtedness, and such application shall be subject to the prepayment premium set forth in the Note.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable An expired letter of credit (“Letter is worthless; therefore, if a letter of Credit”) running credit is posted to secure the payment of a deposit or other monetary sum, consider the ability of the escrow agent to discharge any liability stemming from its failure to present a letter of credit for payment before the letter of credit’s expiration. Similar issues relating to letters of credit also arise in favor connection with typical provisions in escrow agreements that permit the escrow agent, in the event of Landlorda dispute, to deliver the letter of credit to a court of applicable jurisdiction for disposition by that the court, thereby relieving the escrow agent of any liability for the letter of credit. In such a circumstance, the beneficiary of the escrow has more than a little right to feel uncomfortable that the court, acting as it deems best, and perhaps not strictly in accordance with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter escrow agreement, may let the letter of Creditcredit expire without presenting it for payment, notwithstanding the terms of the escrow agreement that typically require the escrow agent to cash a letter of credit before its expiration. In all events, if the escrow agent is the lawyer for one of the parties, a title company, a real estate broker, or some other party involved in the transaction, the escrow agreement should be clear that with respect to the obligations of the escrow agent, it is acting in strict accordance with the terms of the escrow agreement, notwithstanding any other relationship that may exist between the parties. An obligation to maintain a certain value of escrowed securities cuts both ways: not only is there the possibility that, if the securities drop in value below a specified level, the party responsible for depositing the securities must deposit additional securities with the escrow agent to bring the escrow up to the required level, but the parties should deal with the possibility that the securities might appreciate in value, and if the party who deposited the securities is entitled to a return of a portion of the escrow so the value of the escrow is brought down to a predetermined level. There is a potential for difficulties in managing these accounts, which are subject adjusted to Landlord’s reasonable consentthe securities markets. These difficulties arise out of the risk that if the securities increase in value and shares are returned to one of the parties, shall strictly the party who has received the return of a portion of the previously posted escrow will not honor its obligation to restore the value of the escrow to the pre-agreed upon level if the value of the escrow subsequently drops. Whether the escrow is in the form of securities or cash, the escrow agent should require the parties to complete the forms and take any other actions that may be necessary for the escrow agent to comply with its obligations and the provisions law. For example, the parties should complete W-9 forms with taxpayer identification numbers so interest on any cash escrow may be appropriately reported. Further, appropriately executed blank stock powers should be tendered to the escrow agent so, if it is obligated or otherwise empowered to sell stock it is holding in escrow, it may do so. As previously noted, if a letter of this Addendum #1credit is held by an escrow agent, it is extremely important that the escrow agreement provide, in clear terms, that if the letter of credit is about to expire and has not been replaced with either cash or other pre-agreed upon substitute collateral, the escrow agent will, without further direction or instruction from any of the parties, cash the letter of credit, and hold and invest the cash it receives as the escrow. • Security deposits under leases; • Deposits under contracts of sale; • Damage deposits under development agreements; • Matters in dispute at real estate closings; and • Sums to be held pending the outcome of protests, appeals, or other disputes. The Letter purpose of Credit shall an escrow is to help assure that, at the time determined for the distribution of funds or other escrowed items to any party, the items are available for distribution in the manner and at the time originally contemplated by the parties. Consistent with the general philosophy that escrow agents usually prefer to act simply as “ stakeholders,” and not be issued by a bank acceptable required to Landlord exercise independent judgment or take discretionary acts, an escrow agent should seek to have the parties release it for any loss, of principal or otherwise, that occurs in Landlord’s reasonable discretion and under connection with the supervision escrowed amount, if the escrowed amount has been invested in accordance with the instructions of the banking commission parties. escrow agent for simply consulting with its attorney whenever it feels this is appropriate). Additionally, a bank, in its capacity as escrow agent, may very well wish to provide that its accounts are satisfactory investments for the escrowed amount. Title companies, or their agencies, may be a little less strict in their requirements. Still, requiring the escrow agent to take discretionary actions probably is not in the best interest of any of the State parties, including the escrow agent. A well-advised escrow agent will also provide in the agreement that, if it is entitled to reimbursement, indemnification, or payment of California or any sum, and if that sum isn’t promptly paid to escrow agent, the Federal Deposit Insurance Corporation. If escrow agent may take its payment from the credit body of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:escrow.

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

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

Letter of Credit. In lieu of providing a cash Security DepositNo later than 05 July 1996, simultaneously with the execution of this Lease, Tenant may deliver to Landlord ICOGC shall establish an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Leaseamount of * . The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Such irrevocable Letter of Credit shall be issued by a bank of good international reputation of ICOGC's choice (issuing bank) and in a format reasonably acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance CorporationHughxx. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Xxe irrevocable Letter of Credit shall be irrevocable issued in favor of Hughxx and shall be valid until the last payment has been made as per EXHIBIT F, MILESTONE PAYMENT PLAN as such plan may be varied in accordance with the provisions of this Contract. The aforesaid Letter of Credit amount shall be adjusted to reflect the values listed below by the dates specified: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 152 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW -------------------------------------------------------------------------------- Date Revised Letter of Credit Amount --------------------------------------------------- * ICOGC shall notify Hughxx xxxhin five (5) Days of any recommended adjustments to the amount of the Letter of Credit. In the event ICOGC has not made a payment for the period ending no less than one a milestone within fifteen (115) year Days after the date receipt of issuanceHughxx' xxvoice and milestone completion certification when pursuant to ARTICLE 4.5 it was obligated to do so, the irrevocable Letter of Credit shall allow Hughxx xx immediately draw down an amount which Hughxx xxxtifies as the outstanding amount payable for that milestone. Tenant ICOGC will be responsible for all bank charges, expenses, and commissions relating to the irrevocable Letter of Credit required to be issued hereunder on Hughxx' xxhalf save as may be incurred as a result of a delay in the last milestone payment beyond 01 January 2001 caused by a late Delivery by Hughxx xx the relevant Satellite or the associated deliverables beyond their respective Delivery Dates (where that * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 153 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW -------------------------------------------------------------------------------- is solely caused by Hughxx) xx due to a material breach by Hughxx xx this Agreement in which case such bank charges (etc.) shall renew be borne by Hughxx. Xughxx xxxll notify ICOGC in writing if any Launch Service Provider substitution or Launch Service(s) postponement (as specified in ARTICLE 3, LAUNCH SCHEDULING) necessitates a revision in the adjustment dates and/or values (increase/decrease or acceleration/postponement) defined above. ICOGC shall revise the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than as required within thirty (30) days before expiration. If Tenant fails to renew of receipt of such written notice, or such later period as may be agreed between the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on Parties as reasonable under the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1circumstances. The form and terms Parties agree to regularly (at least once every six (6) Months) review the level of the Letter of Credit shall be reasonably acceptable with a view to Landlord and shall provide, among other things, in effect that:adjusting the Letter of Credit to cover the forecasted payment values. 154 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW --------------------------------------------------------------------------------

Letter of Credit. In lieu Because of providing the large amount of Tenant ---------------- Improvements being installed in the Building, Tenant, prior to commencement of construction of the Tenant Improvements, agrees to obtain a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“"Letter of Credit”" at Tenant's cost (as described below) running in favor of Landlord, with the Landlord in the aggregate amount of the cost of the construction of the Tenant Improvements (including any permits or other fees) which Tenant is required to pay under this Lease. Such Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms amount shall be based upon Landlord's estimate of the Letter cost of Creditconstruction and design of the Tenant Improvements, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1plus all fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the an irrevocable unconditional Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall for a term of at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than least one (1) year after in favor of the date of issuanceLandlord as the designated beneficiary, drawn on a major Los Angeles bank approved by Landlord and in a form reasonably approved by Landlord. Tenant shall renew the deliver such original Letter of Credit to Landlord prior to the commencement of construction of the Tenant Improvements and shall maintain it same until the last to occur of the following: (i) Tenant's payment of all amounts due Landlord for construction of the Tenant Improvements; (ii) completion of construction of the Tenant Improvements and the expiration of the requisite time periods to record mechanics liens under California law; or (iii) release of such Letter of Credit under the terms of paragraph 1.3(b) above. Upon the last to occur of subparagraphs (i) to (iii) under the immediate preceding sentence, Landlord shall return to Tenant any original Letter of Credit which Landlord may have in Landlord's possession. Landlord shall be able to draw upon the entire Letter of Credit if Tenant fails to timely make any of the required payments for such Tenant Improvements hereunder. Tenant shall have the right to inspect and audit the Landlord's records and supporting documentation relating to the construction and xxxxxxxx for the period ending one hundred twenty Tenant Improvements, and statements relating to the Tenant Improvement Costs. Any such inspection or audit shall be made by the Tenant during normal business hours after giving the Landlord at least three (1203) business days' prior written notice. Any such audit must be conducted, if at all, no later than ninety (90) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant Landlord delivers an invoice to the provisions Tenant regarding payment of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If such Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Improvement Costs.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord post the Security Deposit required by paragraph 2.5 of the Lease by way of an irrevocable and transferable irrevocable, unconditional letter of credit (“Letter of Credit”) running in favor of Landlordcredit, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion its sole discretion, which shall be renewed annually or when applicable and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable made payable upon sight to Landlord in Landlord’s reasonable discretionthe amount set out in paragraph 2.5 for the Security Deposit. Landlord agrees to accept such an initial letter of credit from Silicon Valley Bank, but Tenant shall at its cost substitute another Letter replace such initial letter of Credit credit with a comparable letter of credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter Bank of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) American N.A. within 20 days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions Commencement Date of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationLease. If Tenant fails is entitled pursuant to renew paragraph 2.5 to a reduction in the Letter amount of Credit within ten (10) Business Days the Security Deposit, the then existing letter of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to credit shall be returned to Tenant on receipt if and when Tenant posts with Landlord a substitute letter of credit meeting the above requirements in the amount of the reduced Security Deposit. No letter of credit provided pursuant to paragraph 2.5 shall have an expiration date that is within sixty (60) days prior to or within sixty (60) days subsequent to the then expiration date of the term of this Lease. The letter of credit shall be drawable by delivery to the issuing bank of a certification by Landlord or its managing agent that a Default has occurred under the Lease or that the letter of credit is due to expire within the ensuing 30-day period and has not been replaced. Sums drawn pursuant to the letter of credit shall be held and disbursed in the manner described in the Lease for the Security Deposit. Unless a cash Security Deposit is substituted therefor, the letter of credit or a substitute Letter letter of Credit from Tenant credit meeting all the requirements of this Addendum #1Rider shall be maintained in effect during the entire Term of the Lease (unless the Lease is earlier terminated). The form letter of credit shall be returned to Tenant at such time as Tenant has fulfilled all of its obligations under the Lease and terms the Term of the Letter Lease has expired (or been earlier terminated). In the event of Credit a sale of the Building of which the Premises are a part, Landlord shall have the right to transfer the letter of credit to the transferee of the Building, and thereafter Landlord shall be reasonably acceptable released of all liability for the return of the letter of credit. In such instance, Tenant agrees to Landlord and shall provide, among other things, in effect that:look solely to said transferee for the return of the letter of credit.

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

Letter of Credit. In lieu of providing a cash Security DepositAn unconditional, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“standby Letter of Credit”) running in favor Credit can be utilized to meet the Collateral requirement. As stated below, the form, substance, and provider of Landlord, with the Letter of Credit securing Tenantmust all be acceptable to PJM. (1) The Letter of Credit will only be accepted from U.S.-based financial institutions or U.S. branches of foreign financial institutions (“financial institutions”) that have a minimum corporate debt rating of “A” by Standard & Poor’s obligations hereunder subject or Fitch Ratings, or “A2” from Xxxxx’x Investors Service, or an equivalent short term rating from one of these agencies. PJM will consider the lowest applicable rating to be the rating of the financial institution. If the rating of a financial institution providing a Letter of Credit is lowered below A/A2 by any Rating Agency, then PJM may require the Participant to provide a Letter of Credit from another financial institution that is rated A/A2 or better, or to provide a cash deposit. If a Letter of Credit is provided from a U.S. branch of a foreign institution, the U.S. branch must itself comply with the terms and conditions set forth in of this Attachment Q, including having its own acceptable credit rating. (2) The Letter of Credit shall state that it shall renew automatically for successive one-year periods, until terminated upon at least ninety (90) calendar days prior written notice from the Leaseissuing financial institution. The terms If PJM or PJM receives notice from the issuing financial institution that the current Letter of Credit is being cancelled or expiring, the Participant will be required to provide evidence, acceptable to PJM, that such Letter of Credit will be replaced with appropriate Collateral, effective as of the cancellation date of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) calendar days before expirationthe cancellation date of the Letter of Credit, and no later than ninety (90) calendar days after the notice of cancellation. Failure to do so will constitute a default under this Attachment Q and one or more of the Agreements. (3) PJM will post on its web site an acceptable standard form of a Letter of Credit that should be utilized by a Participant choosing to submit a Letter of Credit to establish credit at PJM. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expirationvaries in any way from the standard format, Landlord may draw on the existing it must first be reviewed and approved by PJM. All costs associated with obtaining and maintaining a Letter of Credit and maintain meeting the funds as Attachment Q provisions are the responsibility of the Participant. (4) PJM may accept a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements a financial institution that does not meet the credit standards of this Addendum #1. The form and terms of Attachment Q provided that the Letter of Credit shall be reasonably has third-party support, in a form acceptable to Landlord and shall providePJM, among other things, in effect that:from a financial institution that does meet the credit standards of this Attachment Q.

Letter of Credit. In lieu Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of providing a cash Security DepositAmerica Building pursuant to the Lease and, simultaneously as consideration for Landlord’s willingness to enter into this Lease, Tenant shall deliver or cause to be delivered to Landlord, and shall cause to be maintained at all times in effect without expiration or termination, one or more irrevocable standby letters of credit complying with the terms of this Section 37.21. Any failure by Tenant to perform or observe any term, covenant or agreement set forth in this Section 37.21 shall constitute a material default under the Lease. Within ten (10) business days of execution of this Lease, Tenant may shall deliver or cause to be delivered to Landlord an irrevocable and transferable standby letter of credit in a form acceptable to or provided by Landlord (the “Letter of Credit”) running ), issued by a national banking association reasonably acceptable to Landlord, for the account of Tenant in favor of LandlordLandlord in the initial amount of Six Hundred Twelve Thousand Six Hundred Forty-three and 00/100 Dollars ($612,643.00), with having an expiry date not earlier than the Expiration Date, and stating by its terms that it shall be automatically extended annually, without written amendment or modification, to the date that is one (1) year after the then current expiry date unless the issuer of the Letter of Credit securing Tenant’s obligations hereunder subject gives Landlord, at least sixty (60) days prior to the terms and conditions set forth in then current expiry date, written notice that the Leaseissuer elects not to extend the Letter of Credit. The terms If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuer elects not to extend the Letter of Credit, then, not less than Thirty (30) days prior to the then current expiry date of the Letter of Credit, which are subject Tenant shall deliver or cause to Landlord’s reasonable consent, shall strictly comply with the provisions be delivered to Landlord a substitute irrevocable standby letter of this Addendum #1. The Letter credit issued in favor of Credit shall be issued Landlord by a bank national banking association reasonably acceptable to Landlord in Landlord’s reasonable discretion and under an amount required by this Section 37.21. Not less than Thirty (30) days prior to the supervision expiry date of the banking commission any substitute letter of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable delivered pursuant to Landlord in Landlord’s reasonable discretionthis Section, Tenant shall at its cost deliver or cause to be delivered to Landlord a further substitute another Letter irrevocable standby letter of Credit from credit issued in favor of Landlord by a bank that is national banking association reasonably acceptable to Landlord in Landlord’s sole reasonable discretionan amount required by this Section 37.21. The Letter Each substitute letter of Credit credit delivered pursuant to this Section shall be irrevocable for the period ending no have a term of not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for be in a form acceptable to or provided by Landlord. Notwithstanding the Termforegoing, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms initial amount of the Letter of Credit shall be reasonably acceptable reduced as follows during the Lease Term, provided Tenant has not defaulted under this Lease beyond the applicable notice and cure period: • From and including January 1, 2019, through and including December 31, 2019 - $459,482.00; • From and including January 1, 2020, through and including December 31, 2020 - $306,321.00; • From and including January 1, 2021, through and including December 31, 2021 - $214,425.00; and • From and including Janua1y 1, 2022, through and including the Expiration Date - $91,896.00. Upon the occurrence of any breach or default under the Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord any substitute letter of credit required pursuant to this Section 37.21, Landlord, at its option, may draw against the Letter of Credit and any substitute letter of credit delivered pursuant to this Section 37 .21 in an amount reasonably necessary to cure such breach or default and/or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s breach or default. The Letter of Credit and each substitute letter of credit (also referred to as a “Letter of Credit”) delivered pursuant to this Section 37.21 shall provideprovide for payment against Landlord’s (or any transferee’s) draft at sight accompanied by a certificate stating substantially as follows: “Drawn under _________________ Bank, among other thingsN.A.’s Irrevocable Standby Letter of Credit No. ____, dated _______________, 201_, as a result of the occurrence of a default under the Lease dated _____________, 201_, between Bellevue Place Office, LLC, a Washington limited liability company, and XXXXXXXXXX.XXX, INC., a Washington corporation. If Landlord draws against the Letter of Credit, Tenant shall, within ten (10) days of the 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 this Section 37.21 available for Landlord to draw against in effect that:the event of any further breach or default under the Lease. If the Letter of Credit is not renewed or Tenant does not provide a substitute irrevocable standby letter of credit on or before the date that is thirty (30) days prior to the 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 this Section 37.21 is available to Landlord to draw upon in the event of any further breach or default under the Lease, then in such event the amount of the draw against the Letter of Credit may be equal to the entire amount of the Letter of Credit. The proceeds of any draw against the Letter of Credit pursuant to the immediately preceding sentence shall be held by Landlord as an additional security deposit pursuant to the provisions of Section 8 of this Lease.

Letter of Credit. In lieu of providing a As an alternative to the cash Security Deposit, simultaneously with the execution of this LeaseDeposit described in Section 16.1(a), Tenant may instead deliver to Landlord Landlord, within ten (10) days after the Lease Commencement Date, an irrevocable and transferable standby letter of credit (the “Letter of Credit”) running issued in favor of LandlordLandlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably withheld, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth for which purpose Landlord hereby agrees in the Lease. The terms of advance that Silicon Valley Bank is an approved issuer for the Letter of Credit), which are in form and substance reasonably satisfactory to Landlord, to be held by Landlord as security for the faithful performance of all the obligations of Tenant under this Lease, subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. following terms and conditions: (i) The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit shall be reasonably acceptable Four Hundred Thousand and No/100 Dollars ($400,000.00), subject to and including any adjustment thereto pursuant to the provisions of Section 16.1(c) below (as so adjusted, if applicable, the “Required Amount”), and Tenant shall maintain the Letter of Credit in the Required Amount in full force and effect throughout the term of this Lease (including any extensions thereof) and until thirty (30) days after the expiration of the term of this Lease, unless Tenant elects at any time to replace the Letter of Credit with a full cash Security Deposit in compliance with Section 16.1(a). The Letter of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall be given at least thirty (30) days prior written notice if the Letter of Credit will not be renewed as of any otherwise applicable renewal date and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord at least twenty (20) days prior to the scheduled expiration date, as provided in Section 16.1(b)(iii)(A) below. The Letter of Credit must provide that it is transferable to any successor in interest to Landlord under this Lease, and any transfer fees and other related costs and expenses payable in connection with any such transfer shall be borne solely by Tenant. (ii) Landlord shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this Lease, or upon the occurrence of any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer a written statement by Landlord that Landlord is entitled to draw the requested amount under the Letter of Credit pursuant to the terms of this Lease. The amount of the draw shall not exceed the amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any non-monetary events of default by Tenant, and shall providebe applied by Landlord to the cure of the applicable default(s). Following any partial draw under this paragraph (ii), among other thingsif Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit in the full Required Amount under this Section 16.1, Landlord shall surrender and return to Tenant, within ten (10) days after Tenant’s satisfaction of the foregoing conditions, the Letter of Credit under which the partial draw was made. (iii) Landlord shall also be entitled (but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either of the following circumstances: (A) If the Letter of Credit will expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to provide to Landlord an extension or replacement of such Letter of Credit, in effect that:at least the minimum Required Amount, at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or (B) If, as a result of a draw against the Letter of Credit by Landlord or for any other reason, the amount of the Letter of Credit falls below the minimum Required Amount and Tenant has failed to cause the Letter of Credit to be restored to at least the minimum Required Amount within ten (10) business days after written demand by Landlord or, in lieu thereof, has failed to put up cash in an amount equal to the amount required to be restored (which cash, if put up by Tenant, shall be retained by Landlord as a cash security deposit in accordance with Section 16.1(a) hereof). (iv) If Landlord draws against the Letter of Credit in any of the circumstances described in subparagraph (iii) above, Landlord may use, apply and/or retain the amount drawn for the cure of any then existing defaults under this Lease. Any amount drawn that is not immediately so used or applied by Landlord shall be retained by Landlord as a cash Security Deposit, subject to and in accordance with the provisions of Section 16.1(a). (v) Any actual or purported withdrawal, rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement Letter of Credit as contemplated in Section 16.1(b)(iii)(A) hereof) shall be a material breach of this Lease. (vi) The Letter of Credit shall provide that it is governed by the International Standby Practices (ISP98), ICC Publication No. 590.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously (a) Tenant acknowledges that Landlord is unwilling to execute this Lease unless Xxxxxx provides Landlord with additional security for Tenant’s obligations under the execution of this Lease. Therefore, Tenant may shall deliver to Landlord Landlord, within five (5) business days of the Commencement Date, an irrevocable and transferable letter Irrevocable Standby Letter of credit Credit (“Letter of Credit”) running which shall (1) be in favor of Landlorda form reasonably acceptable to Landlord and based on a draft issued by Xxxxxx’s bank prior to issuance thereof and approved by Landlord in its sole discretion, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall (2) be issued by a bank reasonably acceptable to Landlord with minimum assets of $10,000,000,000, upon which presentment may be made in Landlord’s reasonable discretion San Francisco or Oakland, California, (3) be in an amount equal to $1,500,000, (4) allow for partial and under multiple draws thereunder, and (5) have an expiration date not earlier than thirty (30) days after the supervision third anniversary of the banking commission Commencement Date or in the alternative, have a term of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is be automatically renewable for an additional one (1) year period unless, on or before the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than date thirty (30) days before expiration. If Tenant fails prior to the expiration of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition , the Letter of Credit within ten (10) Business Days shall provide that, in the event of Landlord’s assignment of its expirationinterest in this Lease, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable freely transferable by Landlord to the assignee without charge to Landlord. The Letter of Credit shall provide for same day payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate (signed by its manager or an officer) certifying that the requested sum is due and payable from Tenant and Xxxxxx has failed to pay, and with no other conditions. Tenant agrees that it shall provideform time to time, among other thingsas necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, and satisfying all the conditions thereof, is in effect that:until a date which is at least thirty (30) days after the third anniversary of the Commencement Date. If Tenant fails to furnish such renewal or replacement at least thirty (30) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit (and/or Additional Letter(s) of Credit (as hereinafter defined)) and hold the proceeds thereof without payment of interest (and such proceeds need not be segregated) (“Security Proceeds”). (b) If there is an Event of Default under this Lease, then Landlord shall have the right, at any time after the occurrence of such Event of Default, without giving any further notice to Tenant, to draw upon said 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 (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, the amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability on 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 foregoing conditions (“Additional Letter of Credit”), except that the amount of such Additional Letter of Credit shall be the amount of such draw. 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 Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under this 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 petition for protection under the Federal Bankruptcy Code. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to Tenant’s default under this Lease. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw upon said Letter of Credit including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter of Credit. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies it may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach. (c) Upon request of Landlord or any (prospective) purchaser or mortgagee of the Property, 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 Property. (d) To the extent that Xxxxxxxx has not previously drawn upon any Letter of Credit, Additional Letter of Credit, or Security Proceeds (collectively, “Collateral”) held by Landlord, and to the extent that Tenant is not otherwise in default of its obligations under this Lease, Landlord shall return such Collateral to Tenant within ninety (90) days of the third anniversary of the Commencement Date. (e) 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. (f) Landlord and Tenant (i) 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, (ii) 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 (iii) 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. (g) Provided that there has not been an Event of Default by Tenant under this Lease during the immediately preceding twelve (12)-month period and that no Event of Default by Tenant under this Lease has occurred and is still continuing as of the effective date of reduction, then Tenant shall be permitted to decrease the Letter of Credit as follows: (i) as of the first anniversary of the Commencement Date, the amount of the Letter of Credit may be reduced to $1,000,000 and (ii) as of the second anniversary of the Commencement Date, the amount of the Letter of Credit may be reduced to $500,000. Upon Xxxxxxxx’s receipt of any replacement letter of credit which is in the amount of the remaining balance set forth above, and which in all other respects is in conformance with the Letter of Credit requirements described in this Section 4.06, Landlord shall promptly return to Tenant the Letter of Credit being replaced. Notwithstanding the foregoing, in no event shall any such reduction be construed as an admission by Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. Moreover, if an Event of Default occurs then Tenant shall be required to restore the Letter of Credit to the originally required amount of $1,500,000. (h) In consideration of Tenant’s provision of the Letter of Credit, Landlord, upon receipt of appropriate invoices or bills and such other documents and information as Landlord may reasonably request, agrees to reimburse Tenant for Xxxxxx’s actual cost to provide the Letter of Credit pursuant to this Section 4.06 (the “LC Reimbursement”), provided, however, that (i) the LC Reimbursement shall not exceed Fifteen Thousand Dollars ($15,000) with respect to the Letter of Credit provided during the first twelve (12) months of the Term, (ii) the LC Reimbursement shall not exceed Ten Thousand Dollars ($10,000) with respect to the Letter of Credit provided during the second twelve (12) months of the Term, and (iii) the LC Reimbursement shall not exceed Five Thousand Dollars ($5,000) during the third twelve (12) months of the Term. Landlord shall have no obligation to reimburse Tenant for any costs incurred by Xxxxxx in connection with any letters of credit following the expiration of the third year of the Term. (i) Rather than deliver a new letter of credit to satisfy Tenant’s initial obligation to deliver the Letter of Credit, Tenant may instead, within five (5) business days of the Commencement Date, amend the TI Letter of Credit (as defined in Exhibit D) so that it satisfies the requirements of the Letter of Credit (as set forth in this Section 4.06) and continues to satisfy the requirements of the TI Letter of Credit. Tenant’s delivery of such amended TI Letter of Credit shall satisfy Tenant’s initial obligation to deliver the Letter of Credit.