Common use of Letter of Credit Clause in Contracts

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one forty-five (2145) days after the date that mutual execution and delivery of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), substantially in the form attached as is acceptable to LandlordExhibit G hereto and made a part hereof, and containing the terms required herein, payable at an office in the San Francisco Bay Area, State of California, running in favor of Landlord and Landlord, issued by a solvent, nationally recognized solvent bank with a long term rating of BBB or higher, reasonably approved by Landlord under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)National Banking Association, in the initial amount of Security Deposit $[***] (the “Letter of Credit LC Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by provide Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver with a replacement specimen Letter of Credit from another Bank the approved by Landlord that meets issuer prior to the standards for an Acceptable Issuing Bank within the earlier execution of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agencythis Lease. In addition, the The Letter of Credit shall expressly provide for the followingbe: (1a) shall be “callable” at sight, sight and irrevocable, and unconditional; (2b) shall be maintained in effect, whether through renewal or extension, effect for the entire period from the date of execution of this Lease and continuing until through the date which is sixty (60) days following the Termination Date (“Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior subject to the then last paragraph of this Article 27, provide that the expiration date of the Letter of Credit that the issuing Bank will not renew or extend shall be no earlier than the Letter of CreditCredit Termination Date or provide for automatic renewal thereof at least through the Letter of Credit Expiration Date, unless the issuing bank provides at least thirty (30) days prior written notice to Landlord of such non-renewal by certified mail, return receipt requested at the address set forth on the form of Letter of Credit attached as Exhibit G, or in such form as is otherwise approved by Landlord, in which case its reasonable discretion, and, in such event, Tenant shall deliver to Landlord a replacement new Letter of Credit not less than to Landlord at least thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3c) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, Credits (1993-Rev) International Chamber of Commerce Publication No#600; and (d) fully assignable by Landlord in connection with any number of transfers of Landlord’s interest in this Lease (with Tenant bearing any fees, costs or expenses in connection with any such transfer), and permit partial draws. 600 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In addition to the foregoing, the form and terms of the Letter of Credit (UCP600and the bank issuing the same) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (i) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that Landlord is entitled to make such drawing under this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); (ii) the International Standby Practices-ISP 98Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (iii) in the event of a transfer of Landlord’s interest in the Building, International Chamber Landlord shall transfer the Letter of Commerce Publication NoCredit, in whole or in part to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. 590 If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the LC Amount, Tenant shall, within ten (199810) business days thereafter, provide Landlord with an additional letter(s) of credit, in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Article 27, and if Xxxxxx fails to comply with the foregoing terms of this sentence, the same shall constitute an uncurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit, or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Lease Expiration Date, Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit or amendment), which shall be irrevocable and automatically renewable as above provided through the Lease Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute or amendment to letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article 27, Landlord shall have the right to present the Letter of Credit to the issuing bank in accordance with the terms of this Article 27, and the entire sum evidenced thereby shall be paid to and held by Landlord as cash (the “Cash Collateral”) to be held as collateral for performance of all of Tenant’s obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease pending Tenant’s delivery to Landlord of the required replacement letter of credit in the LC Amount and otherwise complying with all of the provisions of this Article 27. Upon delivery of such replacement letter of credit, any Cash Collateral held by Landlord shall be returned to Tenant. Landlord shall have the right to hold Cash Collateral in a deposit account in the name of Landlord and commingle the Cash Collateral with its general assets and Tenant hereby grants Landlord a security interest in the Cash Collateral. Tenant shall not be entitled to any interest earned on the Cash Collateral. If there shall occur a default under the Lease beyond all applicable notice and cure periods, Landlord may, but without obligation to do so, draw upon the Letter of Credit and/or utilize the Cash Collateral, in part or in whole, to the extent necessary to cure any default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Tenant’s default, as may be permitted by the express terms and conditions of this Lease. Xxxxxx agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. regardless of whether any dispute exists between Xxxxxx and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or Cash Collateral be: (e) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7; (f) subject to the terms of such Section 1950.7; or (g) intended to serve as a “security deposit” within the meaning of such Section 1950.

Letter of Credit. Within twenty one ten (2110) days after the date that of execution of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages provide Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, with an irrevocable and unconditional negotiable standby Letter letter of Credit credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), ) in the amount of Three Hundred and Fifty Thousand and No/100 Dollars ($350,000.00), issued by a California bank previously approved by Landlord and substantially identical in form to the sample letter of credit attached as Exhibit “F” as the Security Deposit (the “Deposit. The Letter of Credit Amount”)shall be irrevocable, unconditional and payable upon demand upon presentation of Landlord’s draft, accompanied by the original Letter of Credit together with a notarized statement, signed by an authorized officer of Landlord, stating that Landlord has a right to draw upon the Letter of Credit. Tenant Partial drawings shall pay all expenses, points, or fees incurred by Tenant in obtaining be permitted. Landlord shall have the right to draw on the Letter of Credit and in the event that (a) Tenant is in default under this Lease after expiration of any replacement grace period; or (b) Tenant fails to renew the Letter of CreditCredit as least one (1) month prior to its expiration date. The bank issuing Letter of Credit shall have an initial term of not less than twelve (12) months and shall be renewable for successive twelve month periods. If, upon the Date of Commencement, the final Tenant Improvements Cost paid by Landlord is less than Seven Hundred Thousand Dollars ($700,000.00), then the amount of the Letter of Credit may be reduced to an amount equal to one-half (1/2) of the final Tenant Improvement Cost paid by Landlord. The amount of the Letter of Credit (the “Bank”lesser of Three Hundred Fifty Thousand Dollars ($350,000.00) shall or one-half (1/2) of the final Tenant Improvements Cost paid by Landlord) may be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over reduced by the Federal Deposit Insurance Corporation following amounts on the following dates or any governmental agency for any reason or does not meet events: (a) On each anniversary of the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Commencement Date of each Lease Year the Letter of Credit from another Bank approved shall be reduced by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of twenty percent (i20%) thirty (30) days after notice from Landlord on a straight-line basis so that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason Letter of Credit will be totally diminished by the Federal Deposit Insurance Corporation fifth (5th) anniversary of the Commencement Date (“Annual Reductions”); and (b) The Letter of Credit shall be reduced by twenty percent (20%) as each of the following events occur (each, an “Event Reduction”): 1. A private placement of Tenant’s Capital Stock of $5,000,000 or more; 2. an initial public offering (IPO) of Tenant’s Common Stock with aggregate net proceeds of $10,000,000 or more; 3. a corporate partnering transaction or joint venture of $5,000,000 or more which may consist of, but is not limited to, license payments, cost sharing payments, milestone payments or equity investment; 4. the Tenant achieves product sales, excluding any other governmental agencycontract revenues or licensing fees, of at least $1,000,000; and 5. In additionthe Tenant achieves revenues (determined in accordance with generally accepted accounting principles) from product sales, excluding any contract revenues and licensing fees, equal to or greater than its expenses in any two consecutive fiscal quarters (pretax). Notwithstanding anything to the contrary in this Section 3.4.2, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall all times be maintained in effect, whether through renewal or extension, an amount at least equal to the Basic Monthly Rent for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)Phase I Premises. The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than If an Annual Reduction or Event Reduction would otherwise result in a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date reduction of the Letter of Credit that to an amount which is less than the issuing Bank will not renew or extend amount equal to the Basic Monthly Rent for the Phase I Premises, then the Letter of Credit, in which case Tenant Credit shall deliver be reduced only to Landlord a replacement Letter of Credit not less than thirty (30) days prior an amount equal to the scheduled expiration date of Basic Monthly Rent for the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord;Phase I Premises. (3c) If the above Event Reductions are achieved at any time during a Lease Year, the Annual Reduction that would otherwise occur in such Lease Year shall be fully assignable by Landlordnot occur. However, its successorsif an Event Reduction does not occur in a Lease Year, and assignees of its interest then the Annual Reduction shall occur in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Creditssuch Lease Year. However, International Chamber of Commerce Publication No. 600 (UCP600), two or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)more Event Reductions may occur in any Lease Year.

Letter of Credit. Within twenty one (21a) days after If Tenant elects pursuant to Section 5(c) of the date that this Lease is fully executedLease, Tenant shall deliver to Landlordmay, at Tenant’s sole cost and expense, provide Landlord with the “Letter of Credit” as protection a substitute for the cash Security Deposit otherwise required under this Lease, and for the full and faithful performance by Tenant of each and every term, provision, covenant, and condition of this Lease (if Tenant substitutes the Letter of Credit for the Security Deposit, references herein to the “Security” shall mean the Letter of Credit). If Tenant Defaults under this Lease, then Landlord may use, apply, or retain the whole or any part of the Security for the payment of any Rent not paid when due, for the cost of repairing such damage, for the cost of cleaning the Premises, for the payment of any other sum which Landlord by reason of Tenant’s Default, including for compensation of Landlord for any other loss or damage to Landlord occasioned by Tenant’s Default, including, but not limited to, any loss of future Rent and any damage or deficiency in the reletting of the Premises (whether such loss, damages or deficiency accrue before or after summary proceedings or other reentry by Landlord) and the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and damages, that Landlord would be entitled to recover if Landlord were to pursue recovery under Section 11.02(b) or (c) of this Lease or California Civil Code Section 1951.2 or 1951.4 (and any supplements, amendments, replacements and substitutions thereof and therefor from time to time). If Landlord so uses, applies or retains all or part of the Security, Tenant shall within five (5) business days after demand pay or deliver to Landlord in immediately available funds the sum necessary to replace the amount used, applied or retained, except as specified in (d) below. The Security (except any amount retained for application by Landlord as provided herein) shall be returned or paid over to Tenant no later than ninety (90) days after the latest of: (i) the Termination Date; (ii) the removal of Tenant from the Premises; (iii) the surrender of the Premises by Tenant to Landlord in accordance with this Lease; or (iv) the date Rent Adjustments owed pursuant to this Lease have been computed by Landlord and paid by Tenant. Provided, however, in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)hereunder.

Letter of Credit. In consideration of Landlord entering into this Lease, Tenant hereby agrees as follows: (a) Within twenty one ten (2110) business days after the date that of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection additional security for the full and faithful performance by Tenant obligations of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an unconditional, irrevocable standby letter of credit issued by Columbus Bank & Trust (or such other bank as Landlord and unconditional negotiable standby Letter of Credit Tenant may otherwise agree) (“Letter of Credit”"Issuer"), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)Landlord, in the amount of Security Deposit EIGHT MILLION AND NO/100 DOLLARS ($8,000,000.00) (a "Standby Letter of Credit") in substantially the “form attached hereto as Exhibit K, subject to modifications therein to conform to the terms of this Section 22. The term of the original Standby Letter of Credit Amount”). Tenant required under this Section 22 shall pay all expensescommence as of the Date of this Lease and shall expire no earlier than November 30, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit2000. The bank issuing expiration date of the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Standby Letter of Credit shall expressly provide for be clearly stated on its face by month, day and year. The Standby Letter of Credit shall be payable by sight draft in the followingoffice of Issuer when accompanied by a certificate (the "Certificate") signed by an authorized representative of Landlord certifying either that: (1i) shall be “callable” at sight, irrevocableTenant is in Default under this Lease (beyond all applicable notice and cure periods provided to Tenant under this Lease) with respect to the payment of Rent due and payable by Tenant to Landlord under this Lease, and unconditional;that Landlord has the right under this Lease to receive the amount of the requested draw pursuant to the provisions of this Lease, or (2ii) shall be maintained Tenant has filed a petition in effect, whether through renewal bankruptcy or extension, for the period from the date of this Lease that an involuntary petition in bankruptcy has been filed against Tenant (and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for such involuntary petition has not less than a one year period unless the issuing Bank provides written notice to Landlord not less than been dismissed within sixty (60) days prior after filing), and that Tenant is not making or has not made any one or more payments of Rent due and payable by Tenant to the then expiration date Landlord under this Lease when due pursuant to this Lease (beyond all applicable notice and cure periods provided to Tenant under this Lease). A copy of the Certificate shall be sent to Tenant in accordance with the notice provisions of Section 25 of this Lease not less than five (5) business days before the presentment of the Certificate and the sight draft to Issuer. The Issuer may rely on the Certificate without independent verification. The Standby Letter of Credit that shall permit partial draws up to the issuing Bank will not renew or extend full amount thereof. (b) Tenant may contest Landlord's right to make a draw upon the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Standby Letter of Credit by filing a claim with the Atlanta, Georgia office of the American Arbitration Association pursuant to Exhibit J hereto; provided, however, that no such claim may be filed if the Default serving as the basis for the subject draw is a failure to pay Base Rent or Additional Rent under this Lease. With respect to any other Defaults which are not less than based on Tenant's failure to pay Base Rent or Additional Rent under the Lease, if a claim is properly filed by Tenant and Tenant notifies Landlord within five (5) business days of Landlord's notice of such draw that Tenant intends to contest Landlord's right to make such draw, Landlord shall not be entitled to draw upon the Standby Letter of Credit pursuant to the Certificate giving rise to such claim unless and until such claim has been resolved in Landlord's favor pursuant to binding arbitration in accordance with Exhibit J. (c) The Standby Letter of Credit shall be renewed annually automatically or otherwise shall be replaced annually with a new letter of credit issued by the Issuer obtained by Tenant at Tenant's cost and delivered to Landlord on or before the date which is thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).the

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection a. As security for the full and faithful performance by Tenant of all Tenant's obligations hereunder, Tenant shall cause to be delivered to Landlord within one (1) Business Day after the First Rights Contingency Satisfaction Date, an original irrevocable standby letter of its obligations credit (the "Letter of Credit") in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), naming Landlord as beneficiary, which Landlord may draw upon to cure any Event of Default under this Lease and for all losses and damages Landlord may suffer (or that any default under this Lease where there exist circumstances under which Landlord reasonably estimates it may suffer) 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), or to compensate Landlord for any damage Landlord incurs as a result of any breach, default or Tenant's failure to perform by Tenant under this Leaseany of its obligations hereunder; provided, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”)however, in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining that neither the Letter of Credit and nor any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) proceeds therefrom shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is deemed an Acceptable Issuing Bank. If advance rent deposit or an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or advance payment of any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bankother kind, or (ii) a measure or limitation of Landlord's damages or constitute a bar or defense to any of the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any Landlord's other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of remedies under this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)or at law upon Tenant's default. The Letter of Credit may shall be issued by a major national commercial bank reasonably acceptable to Landlord, with a service and claim point for one year period, provided the Letter of Credit is automatically extended for in San Francisco, California, have an expiration date not earlier than sixty (60) days after the Expiration Date (or, in the alternative, have a term of not less than a one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuing Bank provides written notice issuer to Landlord not less later than sixty (60) days prior to the then expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. The Letter of Credit shall be in the form attached hereto as Exhibit C (as modified to the extent required to comply with any changes after the date hereof to laws applicable thereto), and shall otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than sixtieth (60th) day after the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least forty-five (45) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the issuing Bank will not renew amount available to Landlord from the Letter(s) of Credit provided hereunder is the amount specified above. Tenant's failure to deliver any replacement, additional or extend extension of the Letter of Credit, in which case Tenant or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall deliver entitle Landlord to Landlord a replacement draw upon the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant's performance under this Lease, and Landlord shall be deemed to hold a perfected, first priority security interest in such funds (and Tenant does hereby appoint Landlord its attorney-in-fact for purposes of filing such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest). Landlord shall not less than thirty 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 (30as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Landlord transfers such security deposit to the grantee or transferee of Landlord's interest in the Real Property, Landlord shall be released from any further responsibility or liability for such security. If Tenant is not in default at the expiration or termination of this Lease, Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable, within sixty (60) days prior thereafter; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. b. Notwithstanding the foregoing, on the commencement of Lease Year 6, and on the commencement of each Lease Year thereafter (each such anniversary, a "Reduction Date"), so long as no Event of Default (as defined in Paragraph 25 below) by Tenant under this Lease has occurred and is continuing as of such Reduction Date, and so long as no breach or default by Tenant under this Lease which, with notice or the passage of time or both could ripen into an Event of Default (an "Unmatured Default"), shall be continuing as of the Reduction Date, the amount required under the Letter of Credit shall be reduced by Five Hundred Thousand Dollars ($500,000.00). Accordingly, if all Reductions are made as so scheduled, during Lease Year 10 the Letter of Credit will be reduced to the scheduled expiration date of zero and will not be required. If Tenant is entitled to such reduction, Tenant may replace or amend the then existing Letter of Credit held to reflect such reduced amount on or after the applicable Reduction Date. If Landlord disallows any such reduction by Landlord without any action whatsoever on the part reason of Landlord; (3) shall be fully assignable by Landlord, its successorsan Unmatured Default, and assignees if Tenant cures the Unmatured Default prior to the same becoming an Event of its interest in Default, the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and date that is five (5) days after the date such Unmatured Default is cured shall be otherwise subject to become the Uniform Customs and Practices new Reduction Date for Documentary Credits, International Chamber purposes of Commerce Publication No. 600 (UCP600), or making the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)reduction which was previously disallowed.

Letter of Credit. Within twenty one (211) days after DEVELOPER shall provide to the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this LeaseCOUNTY, an irrevocable and unconditional negotiable standby Letter letter of Credit (“Letter of Credit”), credit in the a form as is acceptable to Landlordthe COUNTY, payable at an office in which guarantees the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision DEVELOPER's costs of the Superintendent of Banks installation of the State of California, or a national banking association (an “Acceptable Issuing Bank”)school zone flashers described in paragraph 2 above, in the amount of Security Deposit Dollars (the “Letter of Credit Amount”$ ). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if represents the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by DEVELOPER's share of the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet cost of the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional;school zone flashers. (2) In the event DEVELOPER fails to pay to the COUNTY the sums set forth in paragraph 2 above, COUNTY shall be maintained in effect, whether through renewal or extension, entitled to draw against the security for the period amount set forth above, plus costs and interest as set out herein. If COUNTY draws against the security and the amount recovered is less than the amount due, COUNTY may maintain an action against DEVELOPER in a court of competent jurisdiction for the difference between any sums obtained and the amount due, plus costs and interest accrued from the due date at the rate of this Lease and continuing until the date twelve percent (the “Letter of Credit Expiration Date”12%) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord;per annum. (3) DEVELOPER shall be ensure the substitute security remains valid and in full force and effect until DEVELOPER's obligation to pay for or install the school zone flashers are fully assignable by Landlordperformed. Expiration of the security prior to DEVELOPER's performance of such obligation, its successorsor notice to COUNTY the security will expire, and assignees or has been canceled, or disaffirmed, prior to DEVELOPER's satisfaction of its interest in the Leased Premises;all obligations hereunder, shall constitute a default of this Agreement. (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject In the event the letter of credit provided to the Uniform Customs and Practices for Documentary CreditsCOUNTY expires, International Chamber of Commerce Publication No. 600 (UCP600)is canceled, or is disaffirmed, COUNTY may record a document entitled "Notice of Lien for Installation of School Zone Flasher Improvements," which shall constitute a lien on the International Standby Practices-ISP 98property described in Exhibit "A" for the amount due hereunder until fully paid, International Chamber discharged, released, or barred by law. To the extent that the failed security is attributable to an identified parcel or portion of Commerce Publication Nothe Project, the Notice of Lien for School Zone Flasher Improvements may be recorded against and apply only to such parcel or portion of the Project. 590 (1998)The above provisions shall control such lien except that the provisions regarding subordination of mortgages shall not apply. If the DEVELOPER provides substitute security in a form acceptable to COUNTY, COUNTY shall release the lien.

Letter of Credit. Within twenty (a) Subject to and upon the terms and conditions contained herein and in the Letter of Credit Documents, at the request of a Borrower (or Administrative Borrower on behalf of such Borrower), Agent agrees to cause Issuing Bank to issue, and Issuing Bank agrees to issue, for the account of such Borrower one (21) days or more Letters of Credit, for the ratable risk of each Lender according to its Pro Rata Share, containing terms and conditions acceptable to Agent and Issuing Bank. From and after the date that Closing Date, all Existing Letters of Credit outstanding on the Closing Date shall be deemed to be issued and outstanding, and to constitute Letters of Credit, under this Lease is fully executedAgreement and all Letter of Credit Obligations (as defined in the Existing Loan Agreement) outstanding on the Closing Date shall be deemed to be and constitute Letter of Credit Obligations under this Agreement, Tenant and shall deliver be subject to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease the terms and for all losses and damages Landlord may suffer conditions hereof. (or that Landlord reasonably estimates it may sufferb) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby The Borrower requesting such Letter of Credit (“or Administrative Borrower on behalf of such Borrower) shall give Agent and Issuing Bank two (2) Business Days' prior written notice of such Borrower's request for the issuance of a Letter of Credit”), in . Such notice shall be irrevocable and shall specify the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision original face amount of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”requested, the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the end of the then current term of this Agreement) of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the date on which such requested Letter of Credit is to expire (which date shall be a Business Day and shall not be more than one year from the date of issuance), the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. Tenant The Borrower requesting the Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall pay attach to such notice the proposed terms of the Letter of Credit. The renewal or extension of any Letter of Credit shall, for purposes hereof be treated in all expensesrespects the same as the issuance of a new Letter of Credit hereunder. (c) In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 4 hereof and the other terms and conditions contained herein, pointsno Letter of Credit shall be available unless each of the following conditions precedent have been satisfied in a manner satisfactory to Agent: (i) the Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall have delivered to Issuing Bank at such times and in such manner as Issuing Bank may require, or fees incurred by Tenant an application, in obtaining form and substance satisfactory to Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be satisfactory to Agent and Issuing Bank, (ii) as of the date of issuance, no order of any replacement court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit. The bank issuing , and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that Issuing Bank refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit Credit, (iii) after giving effect to the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement issuance of such Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionCredit, the Letter of Credit Obligations shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided not exceed the Letter of Credit is automatically extended for not less than a one year period unless Limit, and (iv) the issuing Bank provides written notice to Landlord not less than sixty (60) days Excess Availability, prior to giving effect to any Reserves with respect to such Letter of Credit, on the date of the proposed issuance of any Letter of Credit shall be equal to or greater than: (A) if the proposed Letter of Credit is for the purpose of purchasing Inventory that would constitute Eligible Inventory but for the fact that it is or will be in transit to the premises of a Borrower located with the United States, and the documents of title with respect thereto are consigned and delivered to Issuing Bank at a location in the United States, the sum of (1) the percentage equal to one hundred percent (100%) minus the then expiration date applicable percentage with respect to Eligible Inventory set forth in the definition of the term Borrowing Base multiplied by the Value of such Eligible Inventory, plus (2) freight, taxes, duty and other amounts which Agent estimates must be paid in connection with such Inventory upon arrival and for delivery to one of such Borrower's locations for Eligible Inventory within the United States of America and (B) if the proposed Letter of Credit is for any other purpose or the documents of title are not consigned and delivered to Issuing Bank at a location in the United States in connection with a Letter of Credit for the purpose of purchasing Inventory, an amount equal to one hundred (100%) percent of the Letter of Credit that Obligations with respect thereto. Effective on the issuing Bank will not renew or extend the issuance of each Letter of Credit, a Reserve shall be established in which case Tenant shall deliver to Landlord a replacement the applicable amount set forth in Section 2.2(c)(iv)(A) or Section 2.2(c)(iv)(B). (d) Except in Agent's discretion, with the consent of all Lenders, the amount of all outstanding Letter of Credit Obligations shall not less than thirty at any time exceed the Letter of Credit Limit. (30e) days prior Each Borrower shall reimburse immediately Issuing Bank for any draw under any Letter of Credit issued for the account of such Borrower and pay Issuing Bank the amount of all other charges and fees payable to Issuing Bank in connection with any Letter of Credit issued for the scheduled expiration account of such Borrower immediately when due, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against Issuing Bank or any other Person. Each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Prime Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Loan (or Special Agent Advance, as the case may be). The date of such Loan shall be the date of the then existing drawing or as to other amounts, the due date therefor. Any payments made by or on behalf of Agent or any Lender to Issuing Bank and/or related parties in connection with any Letter of Credit held by Landlord without shall constitute additional Loans to such Borrower pursuant to this Section 2 (or Special Agent Advances as the case may be). (f) Borrowers and Guarantors shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action whatsoever on taken by Issuing Bank or correspondent with respect to any Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the part gross negligence or willful misconduct of Landlord;Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Borrower and Guarantor assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit and for such purposes the drawer or beneficiary shall be deemed such Borrower's agent. Each Borrower and Guarantor assumes all risks for, and agrees to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Borrower and Guarantor hereby releases and holds Agent and Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 2.2(f) shall survive the payment of Obligations and the termination of this Agreement. (3g) In connection with Inventory purchased pursuant to any Letter of Credit, Borrowers and Guarantors shall, at Agent's request, instruct all suppliers, carriers, forwarders, Customs Brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest that upon Agent's request, such items are to be delivered to Agent and/or subject to Agent's order, and if they shall come into such Borrower's or Guarantor's possession, to deliver them, upon Agent's request, to Agent in their original form. Except as otherwise provided herein, Agent shall not exercise such right to request such items so long as no Default or Event of Default shall exist or have occurred and be continuing. Except as Agent may otherwise specify, Borrowers and Guarantors shall designate Issuing Bank as the consignee on all bills of lading and other negotiable and non-negotiable documents. (h) Each Borrower and Guarantor hereby irrevocably authorizes and directs Issuing Bank to name such Borrower or Guarantor as the account party therein and to deliver to Agent all instruments, documents and other writings and property received by Issuing Bank pursuant to the Letter of Credit and to accept and rely upon Agent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the Letter of Credit Documents with respect thereto. Nothing contained herein shall be fully assignable deemed or construed to grant any Borrower or Guarantor any right or authority to pledge the credit of Agent or any Lender in any manner. Borrowers and Guarantors shall be bound by Landlordany reasonable interpretation made in good faith by Agent, or Issuing Bank under or in connection with any Letter of Credit or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of any Borrower or Guarantor. (i) Immediately upon the issuance or amendment of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Lender's Pro Rata Share of the liability with respect to such Letter of Credit and the obligations of Borrowers with respect thereto (including all Letter of Credit Obligations with respect thereto). Each Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to Issuing Bank therefor and discharge when due, its successorsPro Rata Share of all of such obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, and assignees to the extent that Issuing Bank has not been reimbursed or otherwise paid as required hereunder or under any such Letter of Credit, each such Lender shall pay to Issuing Bank its interest Pro Rata Share of such unreimbursed drawing or other amounts then due to Issuing Bank in the Leased Premises;connection therewith. (4j) shall permit partial draws The obligations of Borrowers to pay each Letter of Credit Obligations and multiple presentations and drawings; and (5) the obligations of Lenders to make payments to Agent for the account of Issuing Bank with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, whatsoever, notwithstanding the occurrence or continuance of any Default, Event of Default, the failure to satisfy any other condition set forth in Section 4 or any other event or circumstance. If such amount is not made available by a Lender when due, Agent shall be entitled to recover such amount on demand from such Lender with interest thereon, for each day from the date such amount was due until the date such amount is paid to Agent at the interest rate then payable by any Borrower in respect of Loans that are Prime Rate Loans. Any such reimbursement shall not relieve or otherwise subject impair the obligation of Borrowers to the Uniform Customs and Practices for Documentary Credits, International Chamber reimburse Issuing Bank under any Letter of Commerce Publication No. 600 (UCP600), Credit or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)make any other payment in connection therewith.

Letter of Credit. Within twenty one (21) days after the date that 15.1 As security for Sublessee’s obligations under this Lease is fully executedSublease, Tenant concurrently upon Sublessee’s execution of this Sublease, Sublessee shall deliver to LandlordSublessor an unconditional, as protection for the full irrevocable, transferable, and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby commercial Letter of Credit (the “Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), ) in the amount of Security Deposit $1,350,000.00 (the “Initial Letter of Credit Amount”), provided that if Sublessee draws down more than $1,100,000 of the Improvement Allowance (including, without limitation, any credit against Rent pursuant to Section 2(b) of the Work Letter), then Sublessee shall be required to increase the amount of the Letter of Credit , which increased Letter of Credit amount shall be equal to $1,350,000, as increased by One Dollar for each Dollar that Sublessee draws down from the Improvement Allowance in excess of $1,100,000 (as so increased, the “Increased Letter of Credit Amount”). Tenant For purposes of this Sublease, the term “Letter of Credit Amount” shall pay all expenses, pointsmean either the Initial Letter of Credit Amount (if the Sublessee does not draw down more than $1,100,000 of the Improvement Allowance), or fees incurred the Increased Letter of Credit Amount (if Sublessee draws down more than $1,100,000 of the Improvement Allowance), as applicable. The Letter of Credit shall be issued in the applicable Letter of Credit Amount by Tenant a United States commercial bank which is reasonably acceptable to Sublessor with at least a AA- rating as published by Standard and Poor’s Corporation or at least a Aa3 rating as published by Xxxxx’x and which has an office in obtaining Los Angeles, California at which draws can be made under the Letter of Credit, naming Sublessor (or its successor as Sublessor) as beneficiary and in form and substance acceptable to Sublessor in its sole discretion. Upon issuance of the Letter of Credit, a copy of it shall be attached to this Sublease. Sublessor reserves the right to periodically review the financial condition of the issuing bank for any Letter of Credit and any renewal or replacement Letter of Credit and if Sublessor determines that the issuing bank no longer satisfies the criteria set forth above, Sublessor may require a replacement Letter of Credit, in the applicable Letter of Credit Amount, and in form and substance and from a United States bank acceptable to Sublessor which satisfies the criteria set forth above. The bank issuing Sublessor may draw upon the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank at any time Sublessee is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of default under this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)Lease. The Letter of Credit may shall have a term of at least 12 months, and it shall by its terms be for one renewed automatically each year periodby the bank, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides bank gives written notice to Landlord not less than sixty (60) the beneficiary, at least 60 days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit, that the bank elects that it not be renewed. If Sublessee fails to provide a replacement Letter of Credit held by Landlord without any action whatsoever because the issuing bank no longer satisfies the criteria set forth above or if the Letter of Credit is ever not renewed and has less than 30 days remaining in its term, Sublessor may draw on it and will then hold the part proceeds as a security deposit in accordance with the terms of Landlord; (3) Section 15.2 of this Sublease. The Letter of Credit shall be fully assignable transferable and the proceeds assignable. Sublessee shall reimburse Sublessor for all transfer fees incurred. If the financial institution which issued the initial Letter of Credit is ever declared insolvent or closed by Landlord, its successors, and assignees of its interest the FDIC or other applicable governmental authority or is closed for any other reason (other than periodic branch closures which occur in the Leased Premises; (4) normal course of business), then Sublessee shall, within 30 days after notice from Sublessor, provide a substitute Letter of Credit in the applicable Letter of Credit Amount to Sublessor from another financial institution acceptable to Sublessor in its sole discretion and which otherwise complies with the terms of this section. Sublessee agrees and acknowledges that Sublessee has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event Sublessee becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Sublessee, any trustee, nor Sublessee’s bankruptcy estate shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject have any right to restrict or limit Sublessor’s claim and/or rights to the Uniform Customs and Practices Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code. Any cure periods for Documentary Credits, International Chamber a default by Sublessee under this Sublease shall not be applicable to a default by Sublessee of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber terms of Commerce Publication No. 590 (1998)this section.

Letter of Credit. Within twenty one (21) days after A. On or before the date that this Lease is fully executedEffective Date, Tenant shall deliver to Landlord an unconditional, clean, irrevocable letter of credit (the “Letter of Credit”) in the amount specified in Section 1.10 (the “Full L-C Amount”), which Letter of Credit (a) shall be in the form of Exhibit F attached hereto (or contain variations only if approved by Landlord), (b) shall be issued by a regional or other money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco, California office which will negotiate a Letter of Credit or alternatively which accepts draw requests via facsimile or overnight courier, and whose deposits are insured by the FDIC) reasonably approved by Landlord (the “Issuing Bank”), and (c) shall not be secured by cash deposited by Tenant with the Issuing Bank or by a pledge by Tenant to the Issuing Bank of cash or other collateral belonging to Tenant. Landlord hereby approves Silicon Valley Bank as protection the Issuing Bank. The amount of the Letter of Credit (the “L-C Amount”) shall be the Full L-C Amount. B. Tenant shall pay all expenses, points and/or fees incurred in obtaining, modifying, renewing or reissuing the Letter of Credit pursuant to the provisions of this Section 26.02. The Letter of Credit shall be maintained in effect by Tenant for the full and Full L-C Amount until the date which is ninety (90) days following the expiration of the Term of this Lease. C. The Letter of Credit shall be held by Landlord as security for the faithful performance by Tenant of all of its obligations under the terms, covenants and conditions of this Lease to be kept and for all losses performed by Tenant, and damages Landlord may suffer (or the parties hereto acknowledge and agree that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit does not constitute and shall not, in any replacement event, be deemed to constitute a security deposit. Tenant authorizes Landlord to take any actions necessary to perfect Landlord’s security interest in the Letter of Credit including, without limitation, to duly execute on behalf of Tenant (and for the benefit of Landlord or any of Landlord’s assigns) a financing statement describing the Letter of Credit as collateral (the “Financing Statement”) and to file or cause to be filed the Financing Statement with all appropriate authorities so as to perfect Landlord’s security interest in the Letter of Credit. Tenant agrees to (and Tenant shall) execute any Financing Statements and/or any further documents and to take any further actions reasonably requested by Landlord to evidence, perfect or maintain Landlord’s first priority security interest in the Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall not be “callable” at sightmortgaged, irrevocableassigned or encumbered in any manner whatsoever by Tenant. The use, and unconditional; (2) shall be maintained in effect, whether through renewal application or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration retention of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).Letter

Letter of Credit. Within twenty one (21) days after the date that 5.1. Concurrent with Tenant’s execution and delivery of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or Tenant’s failure to perform by Tenant comply with one or more provisions of the Lease in any case which continues beyond any applicable notice and cure periods, including, but not limited to, any post lease termination damages under this LeaseSection 1951.2 of the California Civil Code, an irrevocable and unconditional negotiable standby Irrevocable Standby Letter of Credit substantially in the form attached hereto as Exhibit G (the “Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), ) in the amount of Security Deposit Five Hundred Ninety One Thousand Three Hundred Seven and 44/100 Dollars ($591,307.44). The following terms and conditions shall apply to the “Letter of Credit: 5.1.1. The Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject in favor of Landlord, shall be issued by a financial institution reasonably acceptable to Landlord’s prior written approvalLandlord but in any event (i) that is chartered under the laws of the United States, any State thereof or the District of Columbia, and which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over insured by the Federal Deposit Insurance Corporation (“FDIC”), (ii) whose long-term, unsecured and unsubordinated debt obligations have at least a Standard & Poor’s rating of [***] or any governmental agency for any reason better. a Xxxxx’x rating of [***] or does not meet the standards to better, or a Fitch rating of [***] or better, and (iii) either (x) has a letter of credit counter located in Santa Xxxxx County upon which draws can be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bankmade in person, or (iiy) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall has a local correspondent based in Santa Xxxxx County upon which draws can be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained made in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)person without delay. The Letter of Credit may shall comply with all of the terms and conditions of this Paragraph and shall otherwise be for one year periodin a form acceptable to Landlord, provided in Landlord’s sole discretion. Landlord hereby pre-approves [***] as the issuing bank. 5.1.2. The Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a any replacement Letter of Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not less earlier than thirty (30) days prior [***] subsequent to the scheduled expiration date of Expiration Date (the then existing Letter of Credit held by Landlord “LOC Expiration Date”) without any action whatsoever on the part of Landlord;; provided that the issuing bank shall have the right not to renew the Letter of Credit by giving written notice to Landlord not less than [***] days prior to the expiration of the then current term of the Letter of Credit that it does not intend to renew the Letter of Credit. Tenant understands that the election by the issuing bank not to renew the Letter of Credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable Letter of Credit in favor of Landlord through the LOC Expiration Date. (3) 5.1.3. Landlord, or its then authorized representative, upon Tenant’s failure to comply with one or more provisions of this Lease or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease, or by Applicable Laws, shall be fully assignable have the right, after expiration of any applicable notice and cure periods, from time to time to make one or more draws on the Letter of Credit and use all or part of the proceeds in accordance with Paragraph 5.1.4 below. In addition, if Tenant fails to furnish a renewal or replacement letter of credit complying with all of the provisions of this Paragraph 5 at least [***] days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Paragraph 5, provided that any such unused proceeds shall be returned to Tenant upon Tenant providing a replacement Letter of Credit. Funds may be drawn down on the Letter of Credit upon presentation to the issuing bank of Landlord’s (or Landlord’s then authorized representative’s) certification. 5.1.4. Tenant acknowledges and agrees (and the Letter of Credit shall so state) that the Letter of Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate). The proceeds of the Letter of Credit shall be applied exclusively and only: (a) against any rent or other amounts payable by Tenant under this Lease that is not paid when due and such failure continues beyond any applicable notice and cure period; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Lease; (c) against any costs incurred by Landlord in connection with Tenant’s breach of this Lease (including attorneys’ fees); and (d) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s default which continues beyond any applicable notice and cure periods. Provided Tenant has performed all of its successorsobligations under this Lease, Landlord agrees to pay to Tenant within [***] days after the LOC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LOC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease, have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 5.1.5. If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the amount set forth in this Xxxxxxxxx 0, Xxxxxx shall, within [***] days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount required pursuant to this Paragraph 5), and assignees any such additional (or replacement) letter of credit shall comply with all of the provisions of this Paragraph 5, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Event of Default by Tenant (provided, however, so long as Tenant is diligently obtaining a replacement Letter of Credit, Tenant may elect to provide a cash security deposit in an equivalent amount, provided any replacement or additional letter(s) of credit are supplied as promptly as possible, but in any event within [***] days thereafter, at which point the cash security deposit shall be promptly returned to Tenant). Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 5.1.6. Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Leased Premises; Letter of Credit to another party, person or entity, including Landlord’s mortgagee and/or to have the Letter of Credit reissued in the name of Landlord’s mortgagee. If Landlord transfers its interest in the Building and transfers the Letter of Credit (4or any proceeds thereof then held by Landlord) in whole or in part to the transferee and such transferee assumes in writing Landlord’s obligations under this Lease, Landlord shall, without any further agreement between the parties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall permit partial draws apply to every transfer or assignment of all or any part of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and multiple presentations expense, execute and drawings; and (5) submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be otherwise subject responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within [***]days after Landlord’s written request therefor. 5.1.7. If the Letter of Credit expires earlier than the LOC Expiration Date, or the issuing bank notifies Landlord that it shall not renew the Letter of Credit, Landlord shall accept a renewal thereof or substitute Letter of Credit (such renewal or substitute Letter of Credit to be in effect not later than [***] days prior to the Uniform Customs expiration thereof), irrevocable and Practices automatically renewable through the LOC Expiration Date upon the same terms as the expiring Letter of Credit or upon such other terms as may be acceptable to Landlord. However, if (a) the Letter of Credit is not timely renewed, or (b) a substitute Letter of Credit, complying with all of the terms and conditions of this paragraph is not timely received, Landlord may present such Letter of Credit to the issuing bank, and the entire sum so obtained shall be paid to Landlord, to be held by Landlord, provided that any such unused proceeds shall be returned to Tenant upon Tenant providing a replacement Letter of Credit. Notwithstanding the foregoing, Landlord shall be entitled to receive from Tenant all actual, reasonable and out-of-pocket attorneys’ fees and costs incurred in connection with the review of any proposed substitute Letter of Credit pursuant to this Paragraph. 5.1.8. Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Applicable Laws applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Applicable Laws, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified above in this Paragraph 5 and/or those sums reasonably necessary to compensate Landlord for Documentary Creditsany loss or damage caused by Tenant’s breach of this Lease, International Chamber or the acts or omission of Commerce Publication NoTenant, including any damages Landlord suffers following termination of this Lease. 5.1.9. 600 Notwithstanding anything to the contrary contained in the Lease, as amended hereby, in the event that at any time the financial institution which issues said Letter of Credit is declared insolvent by the FDIC or is closed for any reason, Tenant must immediately provide a substitute Letter of Credit that satisfies the requirements of this Lease, hereby from a financial institution acceptable to Landlord, in Landlord’s sole discretion. 5.1.10. If (UCP600A) Tenant’s Financial Information (defined below) reflects [***] consecutive calendar quarters of profitability at any time during the Lease Term, as evidenced by Tenant’s Financial Information (the “Profitability Test”), or (B) Tenant has received an additional aggregate [***] in equity funding (the International Standby Practices“Equity Funding Test”), then Tenant shall have the right to reduce the Letter of Credit to an amount equal to [***] for the remainder of the Lease Term. If Tenant is entitled to a reduction in the Letter of Credit as provided in this Paragraph 5.1.10, Tenant shall provide Landlord with written notice requesting that the Letter of Credit be reduced as provided above (the “Reduction Notice”). Concurrent with Tenant’s delivery of the Reduction Notice, Tenant shall deliver to Landlord for review Tenant’s most recent audited financial statements prepared in the ordinary course of business or, if unaudited, certified by Tenant’s chief financial officer as being prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and true, complete and correct in all material respects, and any other financial information reasonably requested by Landlord (“Tenant’s Financial Information”). If Tenant provides Landlord with a Reduction Notice and Tenant is entitled to reduce the face amount of the Letter of Credit as provided herein, any reduction in the face amount of the Letter of Credit shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount, which substitute Letter of Credit shall comply with the requirements of this Paragraph 5. Notwithstanding anything to the contrary set forth herein, if Tenant has been in monetary default under this Lease beyond any applicable notice and cure period or any material non-ISP 98monetary default at any time prior to submission of a Reduction Notice, International Chamber then Tenant’s right to reduce the face amount of Commerce Publication No. 590 (1998)the Letter of Credit, as described herein, shall be null and void and of no further force or effect as to any of the reduction opportunities that may remain unexercised by Tenant at such time.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executedOn or before June 1, 2018, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this the Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), in the form as is and substance reasonably acceptable to Landlord, payable at an office in the San Francisco Bay AreaCounty of Los Angeles, California, running in favor of Landlord and Landlord, issued by a solvent, nationally recognized solvent bank with a long term rating of BBB or higher, reasonably approved by Landlord under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)National Banking Association, in the amount of Security Deposit $475,000.00 (the “Letter of Credit LC Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining deliver a draft of the Letter of Credit to Landlord on or before May 15, 2018 to allow Landlord an opportunity to review the same and any replacement provide changes required to conform to this Section 18 prior to issuance of the original Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the followingbe: (1a) shall be “callable” at sight, sight and irrevocable, and unconditional; (2b) shall be maintained in effect, whether through renewal or extension, effect for the entire period from the date of this Lease and continuing until the date Letter of Credit through November 30, 2023 (the “Letter of Credit Expiration Date”) ); provide that is one hundred twenty (120) days after the expiration date of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended shall be no earlier than the Letter of Credit Expiration Date or provide for not less than a one year period automatic renewal thereof at least through the Letter of Credit Expiration Date, unless the issuing Bank bank provides at least sixty (60) days prior written notice to Landlord not less than of such non-renewal by certified mail, return receipt requested (or overnight service with a signature required upon receipt) at the following address: Xxxxxxx Xxxxxx Management LLC, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial Officer, and Tenant shall deliver a new Letter of Credit to Landlord at least sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3c) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, Credits (1993-Rev) International Chamber of Commerce Publication No#600; and (d) fully assignable by Landlord in connection with any number of transfers of Landlord’s interest in the Lease (with Tenant bearing any fees, costs or expenses in connection with any such transfer), and permit partial draws. 600 In addition to the foregoing, the form and terms of the Letter of Credit (UCP600and the bank issuing the same) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (i) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that Landlord is entitled to make such drawing under the Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); (ii) the International Standby Practices-ISP 98Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (iii) in the event of a transfer of Landlord’s interest in the Building, International Chamber Landlord shall transfer the Letter of Commerce Publication NoCredit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. 590 If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the LC Amount (1998as such amount may be reduced in accordance with the last paragraph of this Section 18), Tenant shall, within five (5) business days thereafter, provide Landlord with an additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 18. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit, or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section 18, Landlord shall have the right to present the Letter of Credit to the issuing bank in accordance with the terms of this Section 18, and the entire sum evidenced thereby shall be paid to and held by Landlord as cash (the “Cash Collateral”) to be held as collateral for performance of all of Tenant’s obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease pending Tenant’s delivery to Landlord of the required replacement letter of credit in the LC Amount and otherwise complying with all of the provisions of this Section 18. Upon delivery of such replacement letter of credit, any Cash Collateral held by Landlord shall be returned to Tenant. Landlord shall have the right to hold Cash Collateral in a deposit account in the name of Landlord and commingle the Cash Collateral with its general assets and Tenant hereby grants Landlord a security interest in the Cash Collateral. Tenant shall not be entitled to any interest earned on the Cash Collateral. If there shall occur a default under the Lease beyond any applicable grace period, Landlord may, but without obligation to do so, draw upon the Letter of Credit and/or utilize the Cash Collateral, in part or in whole, to cure any default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or Cash Collateral be: (a) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7; (b) subject to the terms of such Section 1950.7; or (c) intended to serve as a “security deposit” within the meaning of such Section 1950.

Letter of Credit. Within twenty one (21) days after Concurrently with the date that execution of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), substantially in the form attached as is acceptable to LandlordExhibit G hereto and made a part hereof, and containing the terms required herein, payable at an office in the San Francisco Bay AreaCounty of Los Angeles, California, running in favor of Landlord and Landlord, issued by a solvent, nationally recognized solvent bank with a long term rating of BBB or higher, reasonably approved by Landlord under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)National Banking Association, in the amount of Security Deposit Three Hundred Thousand and 00/100 Dollars (the $300,000.00) (“Letter of Credit LC Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may shall be: a) at sight and irrevocable; b) maintained in effect for the entire period from the date of execution of this Lease through the date (“Expiration Date”) which is sixty (60) days following the expiration of the Term of this Lease, provide that the expiration date thereof shall be no earlier than the Expiration Date or provide for one year periodautomatic renewal thereof at least through the Expiration Date, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank bank provides written notice to Landlord not less than at least sixty (60) days prior written notice to Landlord of such non-renewal by certified mail, return receipt requested at the then expiration date address set forth on the form of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Creditattached as Exhibit E, in which case and Tenant shall deliver to Landlord a replacement new Letter of Credit not less than to Landlord at least thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3c) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, Credits (1993-Rev) International Chamber of Commerce Publication No#500; and d) fully assignable by Landlord in connection with any number of transfers of Landlord’s interest in this Lease (with Tenant bearing any fees, costs or expenses in connection with the first two (2) occasions, if any, in which such transfers occur, with Landlord being responsible for any such fees, costs or expenses for any and all subsequent transfers), and permit partial draws. 600 In addition to the foregoing, the form and terms of the Letter of Credit (UCP600and the bank issuing the same) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: i) Landlord, or its men managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that Landlord is entitled to make such drawing under this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); ii) the International Standby Practices-ISP 98Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and iii) in the event of a transfer of Landlord’s interest in the Building, International Chamber Landlord shall transfer the Letter of Commerce Publication NoCredit (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said Letter of Credit to a new landlord. 590 If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the LC Amount, Tenant shall, within five (19985) days thereafter, provide Landlord with an additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Article 24, and if Tenant fails to comply with the foregoing, the same shall constitute an uncurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit, or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Lease Expiration Date, Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the Lease Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article 24, Landlord shall have the right to present the Letter of Credit to the issuing bank in accordance with the terms of this Article 24, and the entire sum evidenced thereby shall be paid to and held by Landlord as cash (the “Cash Collateral”) to be held as collateral for performance of all of Tenant’s obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease pending Tenant’s delivery to Landlord of the required replacement letter of credit in the LC Amount and otherwise complying with all of the provisions of this Article 24. Upon delivery of such replacement letter of credit, any Cash Collateral held by Landlord shall be returned to Tenant. Landlord shall have the right to hold Cash Collateral in a deposit account in the name of Landlord and commingle the Cash Collateral with its general assets and Tenant hereby grants Landlord a security interest in the Cash Collateral. Tenant shall not be entitled to any interest earned on the Cash Collateral. If there shall occur a default by Tenant under the Lease following delivery of any required notice and expiration of any applicable grace period, Landlord may, but without obligation to do so, draw upon the Letter of Credit and/or utilize the Cash Collateral, in part or in whole, to cure any default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained by Landlord resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or Cash Collateral be: a) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7; b) subject to the terms of such Section 1950.7; or c) intended to serve as a “security deposit” within the meaning of such Section 1950.

Letter of Credit. Within twenty one Notwithstanding Section 6.1 above, Subtenant shall, within ten (2110) days after following the date that this Lease is fully executedEffective Date, Tenant shall deliver to LandlordSublandlord an unconditional, as protection clean, irrevocable letter of credit in substitution for the full and faithful performance by Tenant cash Security Deposit required in Section 6.1 of all of its obligations under this Lease and for all losses and damages Landlord may suffer Sublease (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (the “Letter of Credit”), in subject to the form as is acceptable following terms and conditions. If Subtenant fails to Landlord, payable at an office in deliver the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”)to Sublandlord within ten (10) days following the Effective Date, Sublandlord may terminate this Sublease by written notice to Subtenant and in such event neither party shall have any obligations to the other party under this Sublease. Tenant Subtenant shall pay all expenses, points, or points and/or fees incurred by Tenant Subtenant in obtaining the Letter of Credit. Such Letter of Credit shall be: (i) in the form attached to and any replacement hereby made a part of this Sublease as Exhibit C; (ii) at all times in the amount of the Security Deposit and shall permit multiple draws without a corresponding reduction in the amount of the Letter of Credit. The bank issuing ; (iii) made payable to Sublandlord and expressly transferable and assignable; (iv) payable in the City of San Francisco, California and “callable” at sight upon presentment of a simple sight draft or certificate (including via delivery by overnight courier) stating only that Sublandlord is entitled to draw on the Letter of Credit pursuant to this Sublease; (v) for a term not less than one year; and (vi) contain an “evergreen” provision which provides that the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets will be automatically renewed on an annual basis unless the standards for an Acceptable Issuing Bank within the earlier of (i) issuer delivers at least thirty (30) days after days’ prior written notice from Landlord of cancellation to Sublandlord and Subtenant, such that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained remains in effect, whether existence through renewal or extension, for the period from the date of this Lease and continuing until the date occurring ninety (the “Letter of Credit Expiration Date”) that is one hundred twenty (12090) days after the expiration of the Term (as the Term may be extended)Term. The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than At least thirty (30) days prior to the scheduled then current expiration date of the then existing such Letter of Credit, Subtenant shall cause such Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; to be renewed (3) shall be fully assignable by Landlord, its successors, or automatically and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600unconditionally extended), or replaced, from time to time for a period of one (1) year through the International Standby Practices-ISP 98, International Chamber ninetieth (90th) day after the expiration of Commerce Publication No. 590 (1998)the Term.

Letter of Credit. Within twenty one five (215) business days after the date that of Tenant’s execution and delivery of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and, subject to the terms hereof, the Existing Lease, and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, breach or default or failure to perform by Tenant under this Lease, and the Existing Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), ) in the form attached hereto as is acceptable to LandlordExhibit D and containing the terms required herein, payable at upon presentation to an office operating retail branch located in the San Francisco Bay AreaFrancisco, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating from Standard and Poor’s Professional Rating Service of BBB A or a comparable rating from Xxxxx’x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)association, in the amount of Security Deposit (Amount set forth in the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of CreditBasic Lease Information. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for be referred to herein as the following: “Security Deposit”. The Letter of Credit shall (1i) shall be “callable” at sight, irrevocable, irrevocable and unconditional; , (2ii) shall be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the date of this Lease Commencement Date and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty ninety (12090) days after the expiration of the Term or the date of termination of the Lease (as the Term may be extended“LC Expiration Date”). The , and Tenant shall deliver to Landlord a new Letter of Credit may be for one year periodCredit, provided the Letter certificate of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than renewal or extension amendment at least sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord Landlord, without any action whatsoever on the part of Landlord; , (3iii) shall be fully assignable transferable by Landlord, its successorssuccessors and assigns, and assignees of its interest in the Leased Premises; (4iv) shall permit partial draws and multiple presentations and drawings; and , and (5v) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-Practices ISP 98, International Chamber of Commerce Publication No#590. 590 In addition to the foregoing, the form and terms of the Letter of Credit (1998and the bank issuing the same (the “Bank”)) shall be acceptable to Landlord, in Landlord’s reasonable discretion. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, or the financial condition of the Bank has changed in any other materially adverse way then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements of this Article 26. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, then Landlord, or its then managing agent, shall h 3 the right to draw upon the then current Letter of Credit. In addition to Landlord's rights to draw upon the Letter as otherwise described in this Article 26, Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) such amount is an obligation of Tenant under the Lease that is past-due beyond applicable notice and cure periods under the terms and conditions of this Lease; (B) Tenant has filed a voluntary petition under the Bankruptcy Code, (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, (D) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date, or (E) Tenant has failed to deliver a new Letter of Credit or amendment to the existing Letter of Credit increasing the stated amount as required under the terms of this Lease. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Tenant shall be responsible for paying the Bank’s fees in connection with the issuance of any Letter of Credit, certificate of renewal or extension amendment.

Letter of Credit. Within twenty one (21) days after the date that Simultaneously with Sublandlord’s execution and delivery to Master Landlord of this Lease is fully executedConsent, Tenant Sublandlord shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Master Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (“Letter of Credit”), ) in the form as is acceptable amount of One Million Dollars ($1,000,000.00) (the “LC Amount”) which Letter of Credit shall be in addition to Landlord, the existing letter of credit that was previously provided to Master Landlord under the Master Lease. The Letter of Credit shall be payable at an office in the San Francisco Bay AreaCounty of Santa Clara, California, running shall run in favor of Landlord Master Landlord, and be issued by a solvent, solvent nationally recognized bank with or financial institution. Such nationally recognized bank or financial institution must have a long term rating of BBB AA or higher, as rated by Mxxxx’x Investors Service or Standard & Poor’s, and be under the supervision of the Superintendent of Banks of the State of California, California or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “National Banking Association. The Letter of Credit Amount”). Tenant shall pay is being delivered by Sublandlord to Master Landlord as collateral for the full and faithful performance by Sublandlord of all expensesof its obligations under the Master Lease and for all losses and damages Master Landlord may suffer as a result of any default by Sublandlord under the Master Lease, pointsprovided however, or fees incurred by Tenant in obtaining that neither the Letter of Credit and Credit, nor the amount thereof, in any replacement Letter of Creditway limits Sublandlord’s liability to Master Landlord. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for contain the followingfollowing terms and provisions: (1a) The Letter of Credit shall be “callable” be: (i) at sight, irrevocable, sight and irrevocable and unconditional; ; (2ii) shall be maintained in effect, whether through replacement, renewal or extension, for the period from the Sublease commencement date of this Lease and continuing until the date which is sixty (60) days after the Expiration Date of the Master Lease, which date shall be deemed to include any and all extensions of the Master Lease, if applicable, subject to reduction as set forth below (the “Letter of Credit Expiration Date”) that is one hundred twenty and Sublandlord shall deliver a new Letter of Credit or certificate of renewal or extension to Master Landlord at least thirty (12030) days after prior to the expiration of the Term Letter of Credit without any action whatsoever on the part of Master Landlord, (as iii) subject to the Term may International Standby Practices 1998, International Chamber of Commerce Publication No. 590, and (iv) fully assignable by Master Landlord and permit partial draws. Regardless of anything to the contrary set forth herein, in all events Master Landlord must be extendedprovided from the issuing bank a notice at least thirty (30) days prior to the expiration of the Letter of Credit stating the date upon which the Letter of Credit will expire (“Letter of Credit Expiration Notice”). The Letter of Credit may Expiration Notice must be delivered by personal delivery or registered or certified mail, return receipt requested, to all addresses for one year period, provided notices set forth in this Consent and such notices must actually be received and signed for by the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written person set forth in such notice provisions to Landlord not less than sixty (60) days prior be effective. In addition to the then expiration date foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be consistent with the foregoing, must be acceptable to Master Landlord in Master Landlord’s reasonable discretion and shall provide, among other things, that: (A) Master Landlord 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 Master Landlord’s statement that such amount is due to Master Landlord under the terms and conditions of this Consent; (B) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Sublandlord disputes the content of such statement; and (C) in the event of a transfer of Master Landlord’s interest in the Building, Master Landlord may transfer the Letter of Credit to the transferee without any cost or expense to either Master Landlord or transferee and without any conditions imposed by the issuing bank. Consent to Sublease page - 9 – June 9, 2004 (b) Sublandlord hereby acknowledges and agrees that Master Landlord is entering into this Consent in material reliance upon the ability of Master Landlord to draw upon the Letter of Credit upon the occurrence of any Default beyond applicable notice and cure periods by Sublandlord under the Master Lease or this Consent. Sublandlord further acknowledges and agrees that if Master Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Master Landlord herein, Master Landlord shall suffer irreparable damage, harm and injury. From time to time during the term of the Master Lease it is anticipated by the parties that the issuing Bank Letter of Credit will not renew need to be amended, modified and, possibly reissued. Sublandlord and Master Landlord hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments, modifications and new issuances, including without limitation, executing and submitting to the Issuer any and all documents or extend instruments as may be reasonably required to effectuate the same. Each and every time during the Master Lease, which shall include any and all extensions thereto, there is a change in the identity or address of the parties, including without limitation, any change in the identity of Master Landlord due to the sale, transfer or other conveyance by Master Landlord of its rights and interests in, to and under this Consent or the Master Lease to any other party, person or entity, the Letter of Credit shall immediately be amended or reissued without any cost or expense to Master Landlord or such transferee to reflect such changes and the parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate the same. It is the intention of Sublandlord and Master Landlord that each and every successor and assign of Sublandlord and Master Landlord be bound by and subject to the terms and provisions of this paragraph and Agreement. Master Landlord may at any time and without notice to Sublandlord or Subtenant and without first obtaining Sublandlord’s or Subtenant’s consent thereto, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, where such assignment is part of an assignment by Master Landlord of its rights and interests in and to the Master Lease to the transferee of the Letter of Credit. (c) If, as a result of any such application or use of all or any part of the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement the amount of the Letter of Credit shall be less than the LC Amount, Sublandlord shall, within ten (10) days thereafter, provide Master Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Agreement, and if Sublandlord fails to comply with the foregoing, notwithstanding anything to the contrary contained herein, the same shall constitute an incurable default by Sublandlord. Sublandlord further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Master Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Master Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect not less later than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit) which shall be irrevocable and automatically renewable as above provided through the Letter of Credit held by Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Master Landlord without any action whatsoever on in its sole discretion. However, if the part Letter of Landlord; (3) shall be fully assignable by LandlordCredit is not timely renewed or a substitute letter of credit is not timely received, its successors, and assignees or if Sublandlord fails to maintain the Letter of its interest Credit in the Leased Premises; (4) amount and in accordance with the terms set forth in this paragraph, Master Landlord shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject have the right to present such Letter of Credit to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).bank in Consent to Sublease page - 10 –

Letter of Credit. Within twenty one (21) days after the date that Concurrently with Tenant’s execution of this Lease is fully executedLease, Tenant shall deliver to LandlordLandlord an unconditional, as protection for the full irrevocable, renewable and faithful performance by Tenant transferable letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running ) in favor of Landlord and in a form reasonably approved by Landlord, issued by a solvent, nationally recognized bank reasonably satisfactory to Landlord with a long term rating branch located in San Francisco at which Landlord can present and draw upon the Letter of BBB or higherCredit, under in the supervision principal amount of the Superintendent of Banks of the State of California, or a national banking association $176,919.93 (an “Acceptable Issuing BankStated Amount”), to be held by Landlord in accordance with the amount terms, provisions and conditions of Security Deposit (the “Letter of Credit Amount”)this Article 21. Tenant shall pay all expenses, points, or points and/or fees incurred by Tenant in obtaining the Letter of Credit satisfying all terms, covenants and provisions of this Lease. In no event shall the issuing bank have a long term rating of less than “BBB” (as rated by Xxxxx’x Investor Service or Standard & Poor’s). If at any time the issuing bank does not satisfy such criteria, Tenant shall immediately deliver to Landlord a replacement Letter of CreditCredit issued by a bank that satisfies such criteria. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approvalAdditionally, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank issuing bank is declared to be insolvent or taken over by the Federal Deposit Insurance Corporation (or any governmental agency comparable institution) or becomes a debtor in any case or proceeding under the Bankruptcy Code or any similar law or statute, or ceases to conduct business for any reason or does not meet the standards to be approved an Acceptable Issuing Bankreason, Landlord may so notify Tenant, in which case Tenant shall deliver shall, within five (5) business days after receipt of written notice from Landlord, provide Landlord with a replacement new Letter of Credit from another Bank approved by Landlord that which otherwise meets the standards requirements of this Article 21 issued by a substitute financial institution reasonably satisfactory to Landlord. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord’s behalf for an Acceptable Issuing Bank within the earlier Stated Amount of (i) thirty (30) days after notice the Letter of Credit, or any portion thereof, from Landlord time to time, and that the Bank does not meet issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the standard for an Acceptable Issuing Bankproper identification of the party making such demand (the foregoing requirement will be satisfied with language to the following effect in the Letter of Credit: “Beneficiary is entitled to draw upon the Letter of Credit in accordance with that certain Office Lease dated _________, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency20__, between Beneficiary and Applicant”). In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocableindicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and unconditional; (2) shall be maintained in effectupon presentation to the issuing bank of the original Letter of Credit, whether through renewal the issuer or extension, for confirming bank will reissue the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”naming such transferee as the beneficiary. Tenant shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer. If (A) that is one hundred twenty (120) days after the expiration term of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided held by Landlord will expire prior to thirty (30) days following the last day of the Lease Term and the Letter of Credit is automatically extended for not less than extended, or a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the new Letter of Credit that the issuing Bank will for an extended period of time is not renew or extend the Letter of Creditsubstituted, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than at least thirty (30) days prior to the scheduled expiration date of the Letter of Credit, or (B) Tenant commits a default beyond any applicable notice and cure period, with respect to any provision of this Lease, or (C) Tenant files a voluntary petition under Title 11 of the United States Code (i.e., the bankruptcy Code), or otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or hereinafter amended, or any similar law or statute, or (D) Tenant does not deliver a substitute Letter of Credit as required above in the event the issuing bank fails to satisfy the financial criteria set forth above, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and the proceeds received from such draw shall constitute Landlord’s property (and not Tenant’s property or the property of the bankruptcy estate of Tenant) and Landlord may then existing use, apply or retain all or any part of the proceeds for (1) the payment of any sum which is in default, (2) for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, (3) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s default or (4) as prepaid rent to be applied against Tenant’s Base Rent obligations for the last month of the Lease Term and the immediately preceding month(s) of the Lease Term until the remaining proceeds are exhausted. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after receipt of written demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the Stated Amount. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Lease Term and if Landlord deposits with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and said proceeds and Tenant shall look solely to such transferee for the return of the Letter of Credit or any proceeds therefrom. The Letter of Credit or any remaining proceeds of the Letter of Credit held by Landlord without after expiration of the Lease Term, after any action whatsoever on the part of Landlord; (3) deductions described above, shall be fully assignable by returned to Tenant or, at Landlord’s option, its successorsto the last assignee of Tenant’s interest hereunder, within thirty (30) days following the expiration of the Lease Term. The use, application or retention of the Letter of Credit, the proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under this Lease, it being intended that Landlord shall not be required to proceed against the Letter of Credit, and assignees such use, application or retention of its interest the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Leased Premises; Letter of Credit, any renewal thereof or substitute therefor or the proceeds thereof be (4i) shall permit partial draws and multiple presentations and drawings; and deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (5ii) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber terms of Commerce Publication No. 600 (UCP600)such Section 1950.7, or (iii) intended to serve as a “security deposit” within the International Standby Practices-ISP 98meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, International Chamber rules and regulations 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. The provisions of Commerce Publication No. 590 (1998)this Article 21 shall survive the expiration or earlier termination of this Lease.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall deliver Guarantor agrees to Landlordobtain, as protection for the full and faithful performance by Tenant of all of its a condition precedent to Lessor's obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this the Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (“Letter of the "Credit”), in the form as ") from such issuer which is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with US Bank having a long term Standard & Poor's rating of BBB or higherbetter and in an initial amount of not less than $13,709,296.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit ("Substitute Credit") in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Credit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the supervision Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Superintendent Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of Banks a Demand Notice and the expiration of the State Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of Californiathe foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor's receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above. If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the "Excess Amounts"), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15—Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCM NOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a national banking association Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for an “Acceptable Issuing Bank”available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), in and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of Security Deposit (any portion of such Excess Amounts or otherwise permitted Lessor to notify the “Letter issuer of the Credit Amount”to cease further reductions). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining and the Letter quarterly reductions had thus continued to occur under the terms of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”"Putatively Scheduled Reductions"), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor's demand) shall be subject taken place, or (4) as is subsequently agreed-to Landlord’s prior written approvalin writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, which approval however, that this reference to such order shall not be withheld considered an agreement or stipulation thereto by Landlord Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (it being the express agreement of the parties that in exchange for Lessor's obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties' intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Credit in such form as is consistent with the proposed Bank terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent issued had Lessor (or taken over by its lawful assignees or transferees) not drawn on the Federal Deposit Insurance Corporation or any governmental agency original Credit and, if such Substitute Credit provides for any reason or a transfer fee, the transfer fee does not meet exceed the standards transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor. (b) Subject to Section 6 above and the terms of this subsection 8(b), Guarantor shall, from time to time, upon notice and demand and at the sole expense of Lessor or such other person who as Assignee of Lessor may be approved an Acceptable Issuing Bankthe then current beneficiary of the Credit (as the case may be, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of "Beneficiary"), either (i) thirty (30) days after notice from Landlord that cause the Bank does not meet issuer of the standard for an Acceptable Issuing BankCredit to consent to the transfer of the Credit to such person as Beneficiary may determine, or (ii) cause the date issuer of the Bank is declared insolvent Credit or taken over for another issuer reasonably acceptable to Lessor and Beneficiary to issue a Substitute Credit in the name of such further Assignee of Lessor as Beneficiary may determine. Lessor shall be solely responsible for, or, at Guarantor's option Lessor or Beneficiary shall reimburse Guarantor for, any reason fees anticipated to be charged by the Federal Deposit Insurance Corporation issuer for the transfer of a Credit or issuance of a replacement Credit. Subject to the foregoing, the parties' obligations under this section are absolute and, except for the requirement that an original Credit be surrendered to the issuer for amendment (in the case of a transfer) or cancellation (in the case of the issuance of a replacement Credit), unconditional. Guarantor acknowledges and agrees that in connection with any transaction between the Beneficiary and an Assignee of the Beneficiary, the Beneficiary may elect to hold the Credit in trust for its Assignee on such terms as the Beneficiary and such Assignee may agree. (c) Only the following events shall be considered defaults by Guarantor under this Guaranty and entitle Lessor to draw upon the Credit: (i) Guarantor fails to make any payment of a Guaranteed Obligation required under this Guaranty within the Demand Period specified above or any other governmental agency. In addition, the Letter amount that Guarantor is required to pay under this Guaranty within 10 days of Credit shall expressly provide written demand from Lessor for the following: applicable payment, (1ii) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, Guarantor makes an assignment for the period from benefit of creditors, or becomes insolvent, or is the date subject of this Lease and continuing until a petition or proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency, or receivership law, or Guarantor seeks to effectuate a bulk sale of its inventory, equipment, or assets, or any action is taken with a view to Guarantor's termination or the date (the “Letter termination of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration its business, and, if any of the Term foregoing events is not voluntary, it continues for 60 days, or (as iii) notice is given by the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date issuer of the Letter of Credit that the issuing Bank Credit is not being renewed and Guarantor has not within 30 days of Lessor's receipt of the issuer's notice of nonrenewal replaced the existing letter of credit with a Substitute Credit (Guarantor agrees that it will arrange with the issuer of the Credit to directly provide to Guarantor any notice of nonrenewal given by the issuer and that Lessor's endeavoring to provide Guarantor with a copy of the nonrenewal notice or the fact of the nonrenewal shall be as a courtesy and accommodation to Guarantor and not renew or extend as a condition to any of Guarantor's obligations hereunder). (d) The amount available under the Letter Credit shall decline according to a schedule mutually acceptable to Lessor and Guarantor providing for quarterly reductions proportionately relating to (but less than) the amount of CreditRental Payments scheduled to come due from Lessee during the Initial Term of the Lease. If, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior pursuant to the scheduled expiration date terms of this Guaranty, Guarantor is required but fails to make any Rental Payment for or on behalf of Lessee within the Demand Period specified in Section 1, Lessor may notify the issuer of the Credit that the amount available under the Credit shall stop declining and shall remain fixed for the duration of the Initial Term at the amount then existing Letter of Credit held by Landlord without any action whatsoever on available under the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Credit.

Letter of Credit. Within twenty one (21) days after Effective as of the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject initial funding pursuant to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionSection 6.1, the Letter of Credit shall expressly provide for be deemed to have been issued pursuant to this Agreement, and shall be subject to the following:terms and provisions hereof. (1a) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for The sum of the period from Unpaid Drawings plus the date Stated Amount of this Lease and continuing until the date (the “Letter of Credit Expiration Date”may not exceed the Letter of Credit Sublimit. (b) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit issued by the Issuing Bank pursuant hereto shall have an expiration date no later than the Maturity Date (but may provide by its terms for automatic annual renewal unless the Issuing Bank notifies the beneficiary that such Letter of Credit will not be renewed). (c) Prior to the occurrence and continuance of an Event of Default, Unpaid Drawings shall constitute, without the requirement of any further action on the part of the Borrower, the making of a Base Rate Loan by the Lenders pursuant to Section 2.1(a). Accordingly, upon delivery to the Lenders by Administrative Agent of notice of the deemed advance of such Base Rate Loan, each Lender hereby agrees to remit to the Issuing Bank funds in an amount equal to its ratable share of such Base Rate Loan. Upon the occurrence and continuance of an Event of Default, Unpaid Drawings shall be immediately due and payable. (d) The Borrower’s obligations to reimburse the Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be the primary obligation of the Borrower, absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender, the Issuing Bank, the Administrative Agent or any beneficiary of the Letter of Credit, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Issuing Bank for one year periodany wrongful payment made by the Issuing Bank under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything to the contrary set forth herein, provided any action taken or omitted to be taken by the Issuing Bank under or in connection with the Letter of Credit, if taken or omitted in the absence of the Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for the Issuing Bank any resulting liability to the Borrower. (e) The Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a ratable participation interest in the Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire such participation pursuant to this paragraph in respect of the Letter of Credit is automatically extended for absolute, irrevocable, and unconditional and shall not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date be affected by any circumstance whatsoever, including any amendment, renewal or extension of the Letter of Credit that or the issuing occurrence and continuance of an Event of Default hereunder, or the reduction or termination of the Commitments. In furtherance and not in limitation of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s ratable share of any Unpaid Drawings promptly upon demand therefor by the Administrative Agent. (f) Upon receipt by the Issuing Bank will not renew or extend of any payments from the Borrower as payment with respect to the Unpaid Drawings (whether in respect of interest of principal), the Issuing Bank shall remit such proceeds to the Administrative Agent for distribution to the Lenders. (g) The Issuing Bank shall provide notice to the Credit Parties and Loan Parties whenever a drawing is made under the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one (21) days after 34.1 At Tenant’s election, in lieu of the date that this Lease is fully executed, Tenant shall deliver to Landlord, cash security deposit in the amount of the required Security Deposit as protection for set forth in the full and faithful performance by Tenant Schedule on page 1 of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, Tenant will deliver to Landlord contemporaneously with Tenant’s execution and delivery of this Lease an irrevocable and unconditional negotiable standby Letter letter of Credit (“Letter of Credit”), credit payable in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay AreaJose, California, running in favor of Landlord and issued by a solventMiami, nationally recognized bank with a long term rating of BBB Florida; Naples, Florida; New York, New York; Chicago, Illinois; Santa Clara, California; or higherScranton, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)Pennsylvania, in the amount of the required Security Deposit set forth in the Schedule on page 1 of this Lease, issued for the benefit of the Landlord by a bank reasonably satisfactory to Landlord (the “Letter Issuing Bank”) which: (i) has an A.M. Best Bank Deposit Rating of Credit Amount“a” or better; (ii) has a Standard & Poors Bank Survivability Assessment Rating of “A” or better; and (iii) has a Xxxxx’x Bank Financial Strength Rating of” B+” or better, in each case without qualification by “-” or other reduction or negative qualification of such rating); and (iv) has combined capital, surplus and undivided profits of not less than $500 million; provided, however, that Landlord approves Silicon Valley Bank as the Issuing Bank so long as it maintains a rating of at least *** (3 stars) at Xxxxxxxx.xxx (collectively, the “L/C Issuer Requirements”). Tenant shall pay all expensesNotwithstanding that the Issuing Bank may have met the L/C Issuer Requirements upon issuance of the letter of credit, pointsif, during the Lease Term, the Issuing Bank fails to meet the L/C Issuer Requirements, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent enters into any form of regulatory or taken over governmental receivership or other similar regulatory or governmental proceeding including, without limitation, any receivership instituted or commenced by the Federal Deposit Insurance Corporation (FDIC) or any governmental agency for any reason is otherwise declared insolvent or does not meet downgraded by the standards to be approved FDIC or put on an Acceptable Issuing BankFDIC “watchlist,”, then Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) 10 business days after written notice from Landlord that deliver to Landlord a replacement letter of credit which meets the requirements of this Paragraph 34 and issued by an Issuing Bank does not meet meeting the standard L/C Issuer Requirements; Tenant’s failure to do so will, notwithstanding anything in this Lease to the contrary, constitute an Event of Default for an Acceptable Issuing Bankwhich there will be no notice or grace or cure period applicable thereto (other than the aforesaid 10-day period), or (ii) and will give Landlord the date immediate right, without further notice to Tenant, to draw upon such letter of credit. If Tenant replaces such letter of credit pursuant to the Bank is declared insolvent or taken over for any reason by foregoing, Landlord will, within 30 days after Landlord’s receipt of the Federal Deposit Insurance Corporation or any other governmental agencyreplacement letter of credit, deliver to Tenant the letter of credit so replaced. In addition, the Letter Each letter of Credit shall expressly provide credit will be irrevocable for the following: (1) shall be “callable” at sight, irrevocable, term of such letter of credit and unconditional; (2) shall be maintained in effect, whether through renewal or extension, will provide that it is automatically renewable for the a period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) ending not earlier than 60 days after the expiration of the Lease Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60“Final L/C Expiration Date”) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord. However, the Issuing Bank will have the right not to renew said letter of credit on written notice to Landlord given not less than 60 days before the expiration of the then current term thereof (it being understood, however, that the privilege of the Issuing Bank not to renew said letter of credit will not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is sixty (60) days after the expiration of the Lease Term). Tenant must be the applicant of the letter of credit. 34.2 The letter of credit must be issued by a bank satisfactory to Landlord, must be in the form of Exhibit G, and must provide, among other things, in effect that: (a) Landlord, or its then managing agent, will have the right to draw down an amount up to the face amount of the letter of credit upon the presentation to the Issuing Bank of Landlord’s sight draft; (3b) shall The letter of credit will be fully assignable honored by the Issuing Bank within 1 business day after; (c) In the event of a transfer of Landlord, its successors, and assignees of its ’s interest in the Leased Premises; (4) Building, Landlord will have the right to transfer the letter of credit to the transferee without the payment of any transfer fees, and thereupon the Landlord will, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall permit partial draws and multiple presentations and drawingsapply to every transfer or assignment of said letter of credit to a new Landlord; and (5d) If the expiration date of the letter of credit is a day on which the issuer’s offices are closed, the expiration date shall automatically be otherwise subject extended pursuant to the Uniform Customs and Section 3.13 or Section 3.14 of International Standby Practices for Documentary Credits, ISP98 (International Chamber of Commerce Publication Nono. 600 590). 34.3 Landlord may draw upon the letter of credit at any time and from time to time if: (UCP600a) Tenant has failed to fulfill one or more of its obligations under this Lease; or (b) the letter of credit held by Landlord will expire earlier than the Final L/C Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Issuing Bank), and Tenant fails to deliver to Landlord, at least 30 days prior to the expiration date of the letter of credit then held by Landlord, a renewal or substitute letter of credit that is in effect and that complies with the requirements of this Paragraph 34. If, as a result of any such application of all or any part of such security, the amount secured by the letter of credit is less than the amount of the required Security Deposit as set forth in the Schedule on page 1 of this Lease, Tenant will forthwith provide Landlord with additional letter(s) of credit in an amount equal to the deficiency. 34.4 Tenant further covenants that it will not assign or encumber said letter of credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 34.5 Without limiting the generality of the foregoing, if the letter of credit expires earlier than 60 days after the expiration of the Lease Term, or the International Standby Practices-ISP 98Issuing Bank notifies Landlord that it will not renew the letter of credit, International Chamber Landlord will accept a renewal thereof or substitute letter of Commerce Publication Nocredit (such renewal or substitute letter of credit to be in effect not later than 30 days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the Final L/C Expiration Date upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord. 590 However, if the letter of credit is not timely renewed or a substitute letter of credit is not timely received, Landlord may present such letter of credit to the bank, in accordance with the terms of Paragraph 34.3, and the entire sum secured thereby will be paid to Landlord, to be held by Landlord as provided in this Paragraph 34 and as provided in Paragraph 32 above. If Tenant fails to maintain the letter of credit in the amount and terms set forth in this Paragraph 32, Tenant must immediately deposit with Landlord a replacement letter of credit complying with the requirements of this Paragraph 34, failing which the Landlord may present such letter of credit to the bank, in accordance with the terms of this Paragraph 34, and the entire sum secured thereby will be paid to Landlord, to be held by Landlord as provided in this Paragraph 34 and as provided in Paragraph 32 above. In the event that Landlord draws upon the letter of credit solely due to Tenant’s failure to renew the letter of credit at least thirty (1998)30) days before its expiration or provide a replacement letter of credit as required herein (i) such failure to renew shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement letter of credit that satisfies the requirements hereunder, at which time Landlord shall return the unapplied portion (if any) of the cash proceeds of the original Letter of Credit drawn by Landlord.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall deliver have the right to deposit and maintain the Security Deposit as an irrevocable commercial letter of credit in form and substance reasonably acceptable to Landlord, . (A letter of credit meeting the terms of this Section is referred to as protection for the full and faithful performance by Tenant "Letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may sufferCredit.") as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby The Letter of Credit must be issued by NationsBank, N.A. or another commercial bank (“Letter of Credit”), the "Issuer") reasonably acceptable to Landlord and must be presentable in the form as is acceptable to LandlordWashington, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)D.C. metropolitan area. The Letter of Credit may must also be payable at sight without presentation of any other documents, statements, or authorizations (except for the draw request form attached thereto), must allow for partial draws, and must have a term of not less than one (1) year period, provided from the Commencement Date. The Letter of Credit is automatically extended must also provide for not less than its automatic renewal on a one year-to-year period basis unless the issuing Bank provides Issuer gives Landlord at least two (2) months written notice to Landlord not less than sixty (60) days prior to of nonrenewal, and the then final expiration date of the Letter of Credit that may not be any earlier than the issuing Bank will date which is three (3) months after the scheduled initial Lease Term expiration date (or, in the case of a renewal when the Security Deposit has not renew or extend been refunded to Tenant, three (3) months after the scheduled expiration date of the renewal Lease Term). (b) The Letter of CreditCredit must also be subject to being drawn upon in the event of any default by Tenant under this Lease, in which case Tenant shall deliver or if the Issuer gives notice of nonrenewal to Landlord and a replacement Letter of Credit (or the cash equivalent) is not less than delivered to Landlord at least thirty (30) days prior to the scheduled non-renewed Letter of Credit's expiration date, or if there is a dispute between Landlord and Tenant on the date which is thirty (30) days prior to the stated expiration date of the then existing Letter of Credit held by over whether Landlord without any action whatsoever may draw on the part Letter of Credit, or if Landlord assigns this Lease to a third party and the Issuer does not consent to the transfer of the Letter of Credit to the successor Landlord;, or if the Issuer is not solvent or the Issuer has been put into conservatorship or receivership (or any similar program) by any governmental authority having regulatory oversight over the Issuer. Notwithstanding any implication to the contrary contained in the foregoing, it is understood and agreed that Landlord's willingness to accept a Letter of Credit as the Security Deposit in lieu of cash is an accommodation to Tenant and that Tenant bears all risk of the Issuer failing, refusing or being unable to honor a proper draw thereon. If the Issuer fails, refuses or is unable to honor a proper presentment of the Letter of Credit, Tenant shall be obligated to immediately deliver a replacement Letter of Credit meeting the terms of this paragraph (or the cash equivalent) to serve as the Security Deposit. A letter of credit in the form attached hereto as Exhibit G meets the technical requirements of this Section. (3c) In the event the Security Deposit is to be reduced pursuant to Section 5.1 above, Landlord shall be fully assignable by Landlord, its successors, and assignees return the Letter of its interest Credit it then possesses upon delivery to it of cash or a replacement Letter of Credit in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)appropriate amount.

Letter of Credit. Within twenty one (21) days 42.1 From and after the date that Tenant delivers the Letter of Credit to Landlord (as provided for in the Basic Provisions of the Lease), Landlord shall have the right to draw upon the Letter of Credit or any renewal or extension thereof, in whole or in part, upon the occurrence of any one or more of the following events, each of which shall be deemed an Event of Default under this Lease is fully executed, Tenant shall Lease: (a) The occurrence of any Event of Default under this Lease; (b) Tenant’s failure to deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not no less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) 30 days prior to the then expiration date of the Letter of Credit or any renewal or extension thereof, a renewal or extension of the Letter of Credit for a term of not less than one year; (c) Receipt of notice from the Bank that the issuing Bank it will not renew be extending the terms of the Letter of Credit or extend otherwise intends to terminate the Letter of Credit prior to expiration of the Term of this Lease, unless Tenant provides a substitute Letter of Credit from another financial institution acceptable to Landlord in its sole discretion at least ten (10) business days prior to the termination of the existing Letter of Credit; or 42.2 In addition to the circumstances enumerated in Section 42.1(a)-(c) above, inclusive, if the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act, make an assignment for the benefit of its creditors, consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof (each of the foregoing, a “Bank Insolvency”), Landlord shall have the right to draw upon the Letter of Credit, in which case and whether or not Landlord elects to draw thereon, Tenant shall deliver to Landlord obtain a replacement Letter of Credit not less than within thirty (30) days prior to of such event of Bank Insolvency from another Issuer satisfying the scheduled expiration date requirements of subsection (a) above. 42.3 Proceeds of any draw upon the then existing Letter of Credit held may be applied by Landlord without to the payment of accrued and unpaid rent, additional rent, interest, late charges, or any action whatsoever other obligation arising out of Tenant’s obligations to Landlord under this Lease, in such manner as Landlord in its sole discretion, deems appropriate; provided, however, that in the event that Landlord draws proceeds on the part Letter of Landlord; Credit in excess of any amounts owed by Tenant to Landlord under this Lease (3) “Excess Proceeds”), then such Excess Proceeds shall be fully assignable held as a Security Deposit in accordance with Section 5 of the Lease. Provided there is no default or condition which but for the furnishing of notice or the passage of time would constitute an Event of Default under this Lease, Landlord shall release its rights in the Letter of Credit and surrender the Letter of Credit to the Bank upon payment in full of all sums due under this Lease. Landlord shall have sole authority and discretion to draw under the Letter of Credit in accordance with the terms of this Lease and the Letter of Credit. Within thirty (30) days after any such draw, Tenant shall reinstate the amount available under the Letter of Credit to the required amount as provided herein. In the event that Landlord draws on the Letter of Credit in violation of the terms and conditions of this Lease, and if Landlord fails to return such improperly drawn amount to Tenant within thirty (30) days after receipt of written demand from Tenant, then, in addition to all of Tenant’s other rights and remedies for such default by Landlord, Tenant may xxxxx Rent otherwise due under the Lease until the amount so improperly drawn has been fully recovered by Tenant. 42.4 So long as there is then no uncured Event of Default by Tenant under the Lease, beginning in the 25th month of the Term of the Lease and annually thereafter, the amount of the Letter of Credit shall be reduced by $500,000 per year provided that Tenant satisfies the following financial performance measurements: (a) Tenant’s EBITDA is a minimum of $25,000,000 for the prior calendar year (e.g., assuming the 25th month of the Term begins on January 1, 2019, the calendar year for purposes of the EBITDA financial performance measurement shall be 2018); and (b) Tenant’s cash on hand exceeds $60,000,000. In the event that Tenant satisfies the foregoing financial performance measurements for five consecutive years, the Letter of Credit requirement under this Lease shall terminate. 42.5 In the event Tenant does not elect to substitute the Letter of Credit for $5,000,000 of the Security Deposit as provided in the Basic Provisions of the Lease, then so long as there is then no uncured Event of Default by Tenant under the Lease, beginning in the 25th month of the Term of the Lease and annually thereafter, the amount of the Security Deposit shall be reduced by $500,000 per year provided that Tenant satisfies the following financial performance measurements: (a) Tenant’s EBITDA is a minimum of $25,000,000 for the prior calendar year (e.g., assuming the 25th month of the Term begins on January 1, 2019, the calendar year for purposes of the EBITDA financial performance measurement shall be 2018); and (b) Tenant’s cash on hand exceeds $60,000,000. In the event that Tenant satisfies the foregoing financial performance measurements for five consecutive years, the Security Deposit amount shall be reduced to $423,712.50. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXXX, PATCH, XXXXX & BASS, LLP Xxx Xxxxxxxxxx Xxxxxx, Suite 3000 San Francisco, California 94104 Attention: Xxxxxxx X. Xxxxx, Esq. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 1. HILL 7 DEVELOPERS, LLC, a Delaware limited liability company 1. REDFIN CORPORATION, a Delaware corporation 1. THE UNION LABOR LIFE INSURANCE COMPANY, a Maryland corporation, on behalf of its successorsSeparate Account J Abbreviated Legal Description: OFFICE UNIT, INCLUDING ALL COMMON ELEMENTS AND LIMITED COMMON ELEMENTS ALLOCATED THERETO, OF HILL7, A CONDOMINIUM, ACCORDING TO DECLARATION RECORDED JULY 5, 2013 UNDER RECORDING NO. 20130705001353, AND AMENDMENT(S) THERETO; SAID UNIT IS LOCATED ON SURVEY MAP AND PLANS FILED IN VOLUME 277 OF CONDOMINIUMS, AT PAGES 000 XXXXXXX 000 XX XXXX XXXXXX, XXXXXXXXXX. Additional legal description is on Exhibit A of document 066000-1615-06, 066000-1620-09, 066000-1640-05, 066000-1645-00, 066000-1635-02 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”), is made as of , , by and among and REDFIN CORPORATION, a Delaware corporation (“Tenant”), HILL 7 DEVELOPERS, LLC, a Delaware limited liability company (“Landlord”), and assignees THE UNION LABOR LIFE INSURANCE COMPANY, a Maryland corporation, on behalf of its interest in the Leased Premises; Separate Account J (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998“Lender”).

Letter of Credit. Within twenty one (21) days after the date that with Tenant’s execution of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter a standby, unconditional, irrevocable, transferable letter of Credit credit (the “Letter of Credit”)) in accordance with the requirements set forth in Exhibit F attached hereto and containing the terms required herein, in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the face amount of Security Deposit Two Million Three Hundred Eighty-Three Thousand Eight Hundred Twenty-Five and 00/100 Dollars ($2,383,825.00) (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by a financial institution acceptable to Landlord in Landlord’s sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining cause the Letter of Credit and any replacement Letter of Credit. The bank issuing to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether Amount through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Final LC Expiration Date”) that is one hundred twenty ninety (12090) days after the scheduled expiration date of the Lease Term (as the Term may be extended)or any Extension Term. The Letter of Credit may be for one year period, provided If the Letter of Credit is automatically extended for not less held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a one year period unless stated expiration date or a notice of termination or non-renewal given by the issuing Bank provides written notice bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less later than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit then held by Landlord without any action whatsoever on Landlord. Any renewal or replacement Letter of Credit shall comply with all of the part provisions of Landlord; (3) this Section 6.20 and the requirements set forth in Exhibit F attached hereto, shall be fully assignable by Landlordirrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)sole discretion.

Letter of Credit. (i) Within twenty one ten (2110) days Business Days after the date that this Lease is fully executedEffective Date, Tenant Merchant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, TDFS an irrevocable and unconditional negotiable standby Eligible Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit five hundred thousand US Dollars (US$500,000) (the “Letter of Credit Amount”). Tenant shall pay all expensesIf, pointsat any time, an event occurs that would cause any Letter of Credit previously delivered to TDFS to cease to be an Eligible Letter of Credit or fees incurred by Tenant no longer be in obtaining an amount equal to or greater than the Letter of Credit and any replacement Letter Amount, within ten (10) Business Days of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet date on which Merchant learns of the standard for an Acceptable Issuing Bank, occurrence of such event; or (ii) the date the Bank is declared insolvent on which Merchant receives notice thereof from TDFS, Merchant will cause a substitute Eligible Letter of Credit to be issued and delivered to TDFS in a face amount equal to or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, greater than the Letter of Credit shall expressly provide for Amount. Within the following: earlier of (1a) shall be “callable” at sight, irrevocable, and unconditional; fourteen (214) shall be maintained in effect, whether through renewal or extension, for the period days of notice from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration issuer of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the outstanding Letter of Credit that the issuing Bank same will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than be renewed; and (b) thirty (30) days prior to the scheduled expiration date of the then existing each Letter of Credit provided to TDFS, Merchant will cause a substitute Eligible Letter of Credit to be issued and delivered to TDFS in a face amount equal to or greater than the Letter of Credit Amount and in such case TDFS shall deliver the expiring Letter of Credit to Merchant. Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due TDFS hereunder will be held by Landlord TDFS in a non-interest bearing account on TDFS’s books (the “Collateral Account”) and shall secure Merchant’s full and prompt payment of all further amounts due hereunder. If Merchant fails to pay any amounts hereunder when due and such amount has not been paid or satisfied within five (5) Business Days of notice by TDFS to Merchant, TDFS may immediately, and without any action whatsoever further notice to Merchant, further draw on the part Letter of Landlord; Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account and apply the equivalent in Canadian Dollars of such amount to the unpaid amounts. In addition, if Merchant fails to provide a substitute or replacement Eligible Letter of Credit as required by this Section 4(c) or if Merchant is in default under this Agreement and such default has not been remedied by Merchant within five (35) shall be fully assignable Business Days of notice by LandlordTDFS to Merchant, its successorsTDFS may draw on the full amount available under the Letter of Credit, apply the equivalent in Canadian Dollars to any amounts received in such drawing against Merchant’s outstanding unpaid obligations hereunder, and assignees of its credit the Collateral Account with the amount equal to any remaining balance. TDFS’s security interest in the Leased Premises;Collateral Account shall be in addition to any right of setoff or recoupment that TDFS may otherwise have under this Agreement or Applicable Law. (4ii) shall permit partial draws and multiple presentations and drawings; andSubject only to any unsatisfied setoff rights TDFS may have against the Letter of Credit or the Collateral Account, TDFS will return the Letter of Credit or any unapplied amounts in the Collateral Account to Merchant within six (6) months from the end of the promotional period of the longest outstanding promotion existing at the date of termination. (5iii) For the purposes of this Agreement, the following terms shall be otherwise subject to have the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).following meanings:

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executedIf applicable, Tenant shall deliver to Landlord, Landlord a Letter of Credit in the amount specified in Section 16.2 as protection a guaranty for the full and faithful performance and observance by Tenant of all the terms, covenants and conditions of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby . The Letter of Credit shall (“Letter a) name Landlord as beneficiary, (b) have a term of Credit”)not less than one year, (c) permit multiple drawings, (d) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (e) otherwise be in the form as is acceptable and content reasonably satisfactory to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor . If upon any transfer of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) fees or charges shall be subject to Landlord’s prior written approvalso imposed, which approval then such fees or charges shall not be withheld payable solely by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, and the Letter of Credit shall expressly provide for the following: (1) specify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)reimburse Landlord therefor upon demand. The Letter of Credit shall provide that it shall be automatically renewed, without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be for one year period, provided extended (and in no event shall the Letter of Credit is automatically extended for expire prior to the 60th day following the expiration of this Lease) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested, not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) 45 days prior to next preceding the then expiration date of the Letter of Credit stating that the issuing Issuing Bank will has elected not to renew or extend the Letter of Credit. The Issuing Bank shall agree with all beneficiaries, drawers, endorsers, transferees and bona fide holders that drafts drawn under and in which case Tenant shall deliver to Landlord a replacement compliance with the terms of the Letter of Credit not less than thirty (30) days prior will be duly honored upon presentation to the scheduled expiration date of the then existing Issuing Bank at an office location in New York, New York. The Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest subject in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject all respects to the Uniform Customs and International Standby Practices for Documentary Credits1998, International Chamber of Commerce Publication No. 600 590. If Tenant exercises its option to extend the Term pursuant to Exhibit “E” of this Lease then, not later than 90 days prior to the commencement of the Renewal Term, Tenant shall deliver to Landlord a new Letter of Credit or certificate of renewal or extension evidencing that the expiration date of the Letter of Credit is at least 60 days after the expiration of the Renewal Term. (UCP600)b) If (a) a default by Tenant occurs in the payment or performance of any of the terms, covenants or conditions of this Lease, including the payment of Rent, (b) Tenant fails to make any installment of Rent as and when due, (c) Landlord receives a Non-Renewal Notice or (d) the credit rating of the Issuing Bank has been downgraded below the Threshold Rating (as defined below) and Tenant has failed to deliver a new Letter of Credit from a bank with a credit rating meeting the Threshold Rating and otherwise meeting the requirements set forth in Section 16.2 and this Section 16.3 within 30 days following notice from Landlord, Landlord shall have the right by sight draft to draw, at its election, all or a portion of the proceeds of the Letter of Credit and thereafter hold, use, apply, or retain the International Standby Practiceswhole or any part of such proceeds, (x) to the extent required for the payment of any Base Rental or any other sum as to which Tenant is in default including (i) any sum which Landlord may expend or may be required to expend by reason of Tenant’s default, and/or (ii) 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/or (y) as cash proceeds to guaranty Tenant’s obligations hereunder, unless and until Tenant delivers to Landlord a substitute Letter of Credit which meets the requirements of this Section 16.2 and this Section 16.3, provided at such time no default by Tenant has occurred and is continuing, in which event Landlord shall have no obligation to accept such substitute Letter of Credit and shall have the right to retain the cash proceeds. If Landlord applies any part of the cash proceeds of the Letter of Credit, Tenant shall promptly thereafter amend the Letter of Credit to increase the amount thereof by the amount so applied or provide Landlord with an additional Letter of Credit in the amount so applied so that Landlord shall have the full amount thereof on hand at all times during the Term. If Tenant shall comply with all of the terms, covenants and conditions of this Lease, the Letter of Credit or the cash proceeds thereof, as the case may be, shall be returned to Tenant after the expiration of this Lease and after delivery of possession of the Leased Premises to Landlord in the manner required by this Lease. “Threshold Rating” means a rating, without regard to qualification of such rating by symbols such as “+” or “-ISP 98” or numerical notation, International Chamber of Commerce Publication No. 590 (1998)“A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service.

Letter of Credit. Within twenty one If Allstate elects to provide a Letter of Credit, the following provisions shall apply: (21a) days after the date that this Lease is fully executedAllstate shall apply for and provide to Allstate Life of New York a clean, Tenant shall deliver to Landlordunconditional, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit in the Aggregate Required Amount and in favor of Allstate Life of New York as beneficiary, and any successor by operation of law of Allstate Life of New York including, without limitation, any liquidator, rehabilitator, receiver or conservator. The Letter of Credit shall (i) be issued by a qualified U.S. bank authorized to issue letters of credit under 11 NY CRR 79.1 and shall be presentable and payable at the offices of the issuing bank, (ii) be issued for a term of at least one (1) year, with an issue and expiration date, (iii) contain an “evergreen clause” that provides at least thirty (30) days’ written notice to Allstate Life of New York prior to the expiration date for nonrenewal, (iv) contain a statement that it is not subject to any agreement, condition or qualification outside of the Letter of Credit”), (v) contain a statement that the obligations of the issuing bank are the individual obligations of such bank and not contingent upon reimbursement with respect thereto, (vi) be governed by the laws of the state of New York and the 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 500) and that, in the event of any conflict, the laws of the state of New York will control and (vii) in all other respects shall be in a form as is acceptable that complies with all applicable requirements of 11 NYCRR 79.2. If the issuing bank shall cease to Landlordmeet such requirements during the term of the Letter of Credit, payable at an office in the San Francisco Bay Area, California, running in favor Allstate shall replace such Letter of Landlord and issued by a solvent, nationally recognized bank Credit with a long term rating of BBB or higher, under complying one upon the supervision earlier of the Superintendent of Banks stated expiration of the State Letter of CaliforniaCredit or the date fifteen (15) days from the date on which such bank shall cease to meet such requirements. (b) Within thirty (30) days of Allstate’s receipt of the Quarterly Reports: (i) if the Aggregate Required Amount exceeds the then existing balance of the Letter of Credit available as of the Quarterly Report, or a national banking association (Allstate shall secure delivery to Allstate Life of New York an “Acceptable Issuing Bank”), in amendment of the Letter of Credit increasing the amount of Security Deposit (the “Letter of Credit Amount”available by the amount of such difference, or (ii) if the Aggregate Required Amount is less than the existing balance of the Letter of Credit available as of the Quarterly Report, Allstate Life of New York shall release such excess credit by agreeing to an amendment to the Letter of Credit reducing the amount of the Letter of Credit available by the amount of such excess credit. (c) Allstate and Allstate Life of New York agree that the Letter of Credit provided by Allstate pursuant to this Agreement may be drawn upon at any time, notwithstanding any other provisions in this Agreement, and shall be utilized by Allstate Life of New York or any successor by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of Allstate Life of New York, for one or more of the following purposes: (i) to reimburse Allstate Life of New York for Allstate’s share of premiums returned to the holders of the Policies reinsured under this Agreement on account of cancellations of such Policies; (ii) to reimburse Allstate Life of New York for Allstate’s share of surrenders and benefits or losses paid by Allstate Life of New York under the terms and provisions of the Policies reinsured by this Agreement; (iii) to fund an account with Allstate Life of New York in an amount at least equal to the deduction, for reinsurance ceded, from Allstate Life of New York’s liabilities for Policies ceded under this Agreement. Such amount shall include, but not be limited to, amounts for Policy reserves, reserves for claims and losses incurred (including losses incurred but not reported). Tenant shall pay all , loss adjustment expenses, pointsand unearned premiums; and (iv) to pay any other amounts Allstate Life of New York claims are due under this Agreement. All of the foregoing shall be applied without diminution because of insolvency on the part of the Allstate Life of New York or Allstate. (d) Allstate Life of New York shall return any amounts drawn down on the Letter of Credit in excess of the actual amounts required for subsection (c)(i), (ii) and (iii), or fees incurred by Tenant in obtaining the case of subparagraph (c)(iv), any amounts that are subsequently determined not to be due, and shall credit Allstate quarterly interest on the amounts drawn on the Letter of Credit and any replacement Letter held pursuant to subsection (c)(iii) above at the prime rate of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)interest.

Letter of Credit. Within twenty one (21) days after To secure the date that this due and punctual performance of all Hattiesburg Lease is fully executedObligations assumed by Purchaser, Tenant howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms of the Hattiesburg Lease, at Closing Purchaser shall deliver to LandlordSeller an irrevocable standby letter of credit in favor of Seller and satisfying the following requirements: (i) it is a sight draft letter of credit from a financial institution (the "Issuer") acceptable to Seller, as protection for in its sole and absolute discretion; provided, however, any financial institution having a Credit Rating of "A1" or higher from Xxxxx'x or "A+" or higher from S&P; (ii) it has an initial face amount of not less than $2,500,000 (the full "Initial Face Amount") and faithful performance thereafter reduced on each annual anniversary thereof by Tenant an amount equal to one-ninth of all the Initial Face Amount; (iii) it has an expiration date of its obligations under this not less than one (1) year from the Closing Date and thereafter renewed annually through the term of the Hattiesburg Lease at least thirty (30) calendar days prior to the expiration date (and for all losses and damages Landlord may suffer be drawn on by the holder thereof if not so renewed); (or that Landlord reasonably estimates iv) it is freely assignable by Seller; (v) it may sufferbe drawn upon by Seller to the extent necessary to cure any defaults by the tenant (whether or not such tenant shall be Purchaser) under the Hattiesburg Lease; and (vi) it is otherwise reasonably satisfactory to Seller and is substantially similar to the letter of credit in the form attached hereto as Exhibit "E" (a result letter of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“credit satisfying the foregoing requirements is herein called a "Letter of Credit”"). If the Issuer ceases to have a Credit Rating of "A+" or higher by S&P or "A1" or higher by Xxxxx'x, in the form as is acceptable to LandlordPurchaser shall, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision within thirty (30) calendar days of the Superintendent of Banks of the State of Californiarating downgrade, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining replace the Letter of Credit with one issued by a bank having such rating (and any replacement Letter of Credit. The bank issuing if Purchaser fails to so replace the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard such rating downgrade, and for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, so long as the Letter of Credit shall expressly provide for not have been replaced, Purchaser may drawn upon the following: (1) Letter of Credit). Purchaser shall be “callable” at sight, irrevocable, pay any and unconditional; (2) shall be maintained in effect, whether through renewal all costs and expenses associated with Purchaser's changing the Issuer or extension, for the period from the date of this Lease and continuing until the date (the “substituting a new Letter of Credit Expiration Date”) that is one hundred twenty (120) days for an existing Letter of Credit. If, at any time after Closing, Purchaser shall procure and deliver to Seller a written, unconditional, irrevocable release from the expiration of landlord under the Term (as the Term Hattiesburg Lease and/or any other party to which Seller may be extended). The Letter liable thereunder, which release shall be in form and substance reasonably acceptable to Seller, but in any event releasing Seller of Credit may be for one year periodall Hattiesburg Lease Obligations howsoever created, provided arising or evidenced, whether direct or indirect, absolute or contingent, and regardless of when existing or due, then Purchaser's obligations under this Section 2.6 to provide the Letter of Credit is automatically extended for not less than a one year period unless shall terminate and Purchaser shall cause the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date termination of the Letter of Credit that without cost or liability to Seller. Neither the issuing Bank will not renew or extend procurement and delivery of any such release nor the termination of the Letter of Credit, shall affect the Guaranty (hereinafter defined) and such Guaranty shall remain in which case Tenant full force and effect. This Section 2.6 shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)survive Closing.

Letter of Credit. Within twenty one (21) days after the date that with Tenant’s execution of this Lease is fully executedLease, Tenant shall deliver to LandlordLandlord an unconditional, as protection for clean, irrevocable letter of credit (the full and faithful performance by Tenant “L-C”) in the amount set forth in Section 8 of all of its obligations under this Lease and for all losses and damages Landlord may suffer the Summary (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (the “Letter of CreditL-C Amount”), in the form as is acceptable to Landlordwhich L-C shall be issued by a money-center, payable at an office in the solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay AreaArea office which will negotiate a letter of credit, Californiaand whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, running in favor of Landlord and issued by a solvent, nationally recognized issuing bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (being referred to herein as the “Letter of Credit AmountBank”). Tenant shall pay all expenses, points, or points and/or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. L-C. The bank issuing the Letter of Credit (the “Bank”) L-C shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, irrevocable and unconditional; , (2ii) shall be maintained in effect, whether through renewal or extension, for the period from commencing on the date of this Lease and continuing until the date (the “Letter of Credit L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter Lease Term, and Tenant shall deliver a new L-C or certificate of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice renewal or extension to Landlord not less than at least sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the L-C then existing Letter of Credit held by Landlord Landlord, without any action whatsoever on the part of Landlord; , (3iii) shall be fully assignable by Landlord, its successorssuccessors and assigns, and assignees of its interest in the Leased Premises; (4iv) shall permit partial draws and multiple presentations and drawings; and , and (5v) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No#590. 590 Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (1998A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors. Upon any such draw of the L-C, Landlord may use the proceeds of the L-C to cure any default of Tenant under the Lease, or to compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code.

Letter of Credit. 17.1 Within twenty one fourteen (2114) days after days’ of the date that Execution Date of this Lease is fully executedSublease, Tenant Subtenant shall deliver to LandlordSublandlord, as protection collateral for the full and faithful performance by Tenant Subtenant of all of its obligations under this Lease Sublease and for all losses and damages Landlord Sublandlord may suffer (or that Landlord which Sublandlord reasonably estimates it may suffer) as a result of any breach, default or Subtenant’s failure to perform comply with one or more provisions of this Sublease, including, but not limited to, any post lease termination damages under Section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable (with Subtenant responsible for the payment of any transfer fee or charge imposed by Tenant under this Leasethe Issuing Bank, an irrevocable and unconditional negotiable standby Letter as defined below) letter of Credit credit (the “Letter of Credit”), ) substantially in a form reasonably approved in writing in advance by Sublandlord and containing the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)terms required herein, in the amount of Security Deposit specified in Section 1.12 (the “Letter of Credit Amount”), naming Sublandlord as beneficiary, issued (or confirmed) by a financial institution reasonably acceptable to Sublandlord (the “Issuing Bank”), permitting multiple and partial draws thereon from a location in San Francisco, California (or, alternatively, permitting draws via overnight courier or facsimile in a manner acceptable to Sublandlord), and otherwise in form acceptable to Sublandlord in its reasonable discretion. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Sublandlord hereby approves Silicon Valley Bank as an Issuing Bank. The Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall , and be otherwise subject to the Uniform Customs and Practices for Documentary CreditsCredits (1993-Rev), International Chamber of Commerce Publication No. 600 (UCP600)#500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No#590. 590 In the event of an assignment by Subtenant of its interest in this Sublease (1998and irrespective of whether Sublandlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Sublandlord from the assignee shall be subject to Sublandlord’s prior written approval, in Sublandlord’s reasonable discretion, and the reasonable attorney’s fees incurred by Sublandlord in connection with such determination shall be payable by Subtenant to Sublandlord within ten (10) days of billing. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, amendment, renewal or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is the later to occur of (x) the date that is ninety (90) days after the scheduled expiration of the Sublease Term and (y) the date that is ninety (90) days after Subtenant vacates the Sublease Premises and completes any restoration or repair obligations. In furtherance of the foregoing, Sublandlord and Subtenant agree that the Letter of Credit shall contain a so-called “evergreen provision,” whereby the Letter of Credit will automatically be renewed unless at least thirty (30) days’ prior written notice of non-renewal is provided by the Issuing Bank to Sublandlord; provided, however, that the final expiration date identified in the Letter of Credit, beyond which the Letter of Credit shall not automatically renew, shall not be earlier than the Final LC Expiration Date. Subtenant shall neither assign nor encumber the Letter of Credit or any part thereof. Neither Sublandlord nor its successors or assigns will be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance by Subtenant in violation of this Article 17. If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Issuing Bank), Subtenant shall deliver a new or amended Letter of Credit or certificate of renewal or extension to Sublandlord not later than thirty (30) days prior to the expiration or termination of the Letter of Credit then held by Sublandlord. Any renewal, amended or replacement Letter of Credit shall comply with all of the provisions of this Sublease. 17.2 Sublandlord without prejudice to any other remedy provided in this Sublease or by law, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable (each, a “Draw Event”): (i) Subtenant breaches or defaults in its obligations under this Sublease beyond applicable notice and cure periods; provided however if Sublandlord is prevented from delivering a notice of default to Subtenant for any reason, including without limitation, because Subtenant has filed a voluntary petition or an involuntary petition has been filed against Subtenant under the Bankruptcy Code (as defined below) then no notice or cure period shall be applicable, or (ii) Subtenant has filed a voluntary petition under the U. S. Bankruptcy Code or any State bankruptcy code (collectively, “Bankruptcy Code”), or (iii) an involuntary petition has been filed against Subtenant under the Bankruptcy Code, or (iv) Subtenant executes an assignment for the benefit of creditors, or (v) Subtenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (vi) the Issuing Bank has notified Sublandlord that the Letter of Credit will not be renewed or extended through the Final LC Expiration Date, or (vii) Subtenant fails to timely provide a replacement Letter of Credit as required by the terms of this Article 17 (the events described in clauses (ii), (iii), (iv), and (v) above, collectively, being referred to herein as an “Insolvency Event”). Upon any such draw, Sublandlord may use all or any part of the proceeds as set forth in this Section 17. 17.3 The proceeds of any draw upon the Letter of Credit which are not used to pay for damages suffered by Sublandlord (or which Sublandlord reasonably estimates it will suffer) (the “Unused Proceeds”) as described above shall constitute Sublandlord’s sole and separate property (and not Subtenant’s property or the property of Subtenant’s bankruptcy estate) and need not be segregated from any other funds of Sublandlord. Subtenant (i) agrees that (A) Subtenant has no property interest whatsoever in the proceeds from any such draw, and (B) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Laws (defined below), 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. Any Unused Proceeds shall be paid by Sublandlord to Subtenant (x) upon receipt by Sublandlord of a replacement Letter of Credit in the full Letter of Credit Amount, which replacement Letter of Credit shall comply in all respects with the requirements of this Sublease, or (y) within thirty (30) days after the Final LC Expiration Date; provided, however, that if prior to the Final LC Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors, under the Bankruptcy Code, then Sublandlord shall not be obligated to make such payment in the amount of the Unused Proceeds until either all preference issues relating to payments under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in any case pursuant to a final court order not subject to appeal or any stay pending appeal. 17.4 If Subtenant is required to replace or provide a supplemental Letter of Credit under this Section 17 and, due to no fault of Subtenant and despite Subtenant’s diligent efforts, such Letter of Credit is not commercially available, or not available on commercially reasonable terms, Subtenant may deposit cash in the amount of the replacement or supplemental Letter of Credit required under this Section 17 with Sublandlord, within the timeframe required by this Section 17 for such replacement or supplemental Letter of Credit (“Cash Deposit”). Subtenant’s Cash Deposit with Sublandlord as aforesaid shall satisfy Subtenant’s obligations under this Section 17. Any amount so deposited by Tenant shall be held by Sublandlord and be treated as Unused Proceeds hereunder. 17.5 Notwithstanding anything herein to the contrary, provided the named Subtenant herein (i.e NerdWallet, Inc.) is the Subtenant and shall not have been default hereunder beyond any applicable notice and cure periods under any provision of this Sublease at any time, then provided Subtenant complies with the terms of this Section 17.5, the required amount of the Letter of Credit will be reduced as follows: (i) effective as of the beginning of the 13th month of the Sublease Term to $1,000,000.00, (ii) effective as of the beginning of the 25th month of the Sublease Term to $800,000.00, and (iii) effective as of the beginning of the 37th month of the Sublease Term to $600,000.00. The Letter of Credit, as it may be reduced in accordance with the foregoing, shall continue to be held by Landlord throughout the Sublease Term. Subtenant will provide a Letter of Credit that automatically xxxxx down consistent with the terms of this Section 17.5, but if not available, then following each such reduction, Subtenant shall deliver a replacement Letter of Credit in the reduced amount in form and substance as required by this Sublease and Sublandlord shall promptly thereafter return to Subtenant the prior Letter of Credit then held by Sublandlord. Notwithstanding anything to the contrary, if Subtenant commits a monetary default beyond applicable notice and cure periods after the date in which the Letter of Credit amount has been reduced pursuant to this Section 17.5, Sublandlord shall have the right to require that Subtenant reinstate the Letter of Credit to the original sum required under this Sublease upon ten (10) days’ written notice to Subtenant, and Subtenant shall replace the existing Letter of Credit within such ten (10) day period.

Letter of Credit. Within twenty one (21) days after Nothwithstanding anything to the date that this Lease contrary contained herein, it is fully executed, Tenant shall deliver understood and agreed with respect to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby PictureTel Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the followingthat: (1a) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for if the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the PictureTel Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than renuewed at least thirty (30) days prior to its expiration date, Lender shall always be entitled to draw on the scheduled expiration date whole amount thereof and hold the proceeds thereof in escrow as substitute collateral, drawable under the same circumstances that Lender is permitted to draw under the PictureTel Letter of Credit, except that if, within thirty (30) days after Lender notifies Borrower that Lender has so drawn upon the PictureTel Letter of Credit, a substitute letter of credit from an issuer and in amount, form and substance satisfactory to Lender has been deposited with the Lender, then existing Lender shall return such proceeds to Key Tenant; (b) prior to Permanent Commitment Approval and Final Plan Approval Lender shall be entitled to draw on the PictureTel Letter of Credit held by Landlord without upon the occurrence of any action whatsoever on Event of Default (except as otherwise provided in Section 2.06(a) of the part Mortgage with respect to an Event of LandlordDefault under 7.01(j) of this Agreement) and to apply the proceeds thereof to the Secured Obligations in such order as Lender determines; (3c) prior to Permanent Commitment Approval and Final Plan Approval, if all Loan proceeds that the Lender is obligated to advance pursuant to Section 2.04 prior to Permanent Commitment Approval and Final Plan Approval have been advanced, then Lender shall be fully assignable by Landlord, its successors, entitled to draw on the PictureTel Letter of Credit and assignees of its interest use the proceeds thereof to complete the Improvements in the Leased Premisessame manner and in progress payments as the Loan Advances under this Agreement would have been disbursed; (4d) upon Permanent Commitment Approval and Final Plan Approval and provided there exists no Event of Default or Potential Default, subject to the terms and conditions hereof generally governing the making of Loan Advances, Borrwer shall permit partial have the right to requisition and Lender shall be obliged to fund available Loan proceeds for the purpose of refunding to Key Tenant such amounts previously drawn under the PictureTel Letter of Credit as may have been applied in lieu of Loan proceeds to complete the Improvements as otherwise provided in this Agreement. In connection with any such disbursement to repay Key Tenant and subject to the terms and conditions hereof generally governing the making of Loan Advances, Borrwer may draw upon the Interest Reserve category of the Project Budget and Lender shall be obliged to fund available Loan proceeds (subject to any adjustments to the Interrest Reserve as provided in Section 2.05 above) in order to pay to the Key Tenant interest on any such refunded amount at a rate equal to the EURO Rate Option under the Note for the period that such refunded funds were outstanding; (e) after Permanent Commitment Approval and Final Plan Approval, should the Permanent Commitment be later terminated or amended without Lender's prior written consent or should the Permanent Lender fail or refuse to fund the Permanent Commitment in accordance with its terms and the Tri-Party Agreement, Lender shall be entitled to draw upon the PictureTel Letter of Credit and apply the proceeds thereof to complete the Improvements in the same manner and in Progress Payments as the Loan Proceeds under this Agreement would have been disbursed if the Permanent Commitment had been in force (provided,however, that if the Permanent Commitment shall be terminated by the Borrower or if Borrwer shall fail to satisfy any condition to the funding of the Permanent Commitment on or before the Maturity Date, then Lender may also elect to draw and apply the proceeds of the PictureTel Letter of Credit to reduce the principal balance of the Loan to $13,000,000): (f) except as provided to the contrary in (c) above, after Permanent Commitment Approval and Final Plan Approval and prior to completion of the Improvements, Lender shall be entitled to draw upon the PictureTel Letter of Credit and apply the proceeds to the Secured Obligations in such order as Lender determines only upon a default by Key Tenant under the Key Lease after notice thereof and lapse of applicable cure periods thereunder; (g) before Permanent Commitment Approval and Final Plan Approval and before completion of the Improvements, the face amount of the PictureTel Letter of Credit shall be reduced from the time to time by an amount equal to each draw under said Letter of Credit. Upon Permanent Commitment Approval and Final Plan Approval and provided Key Tenant has been reimbursed for previous draws and multiple presentations and drawingsunder the PictureTel Letter of Credit as set forth in subsection (d) above, the PictureTel Letter of Credit shall be increased to $10,000,000 subject only to the reductions provided under subsection (h) below; and (5h) after Permanent Commitment Approval and Final Plan Approval and after completion of the Improvements, the face amount of the PictureTel Letter of Credit shall be otherwise subject to reduction on an annual basis as set forth in Exhibit 8.15 attached hereto and Lender shall be entitled to draw upon the Uniform Customs PictureTel Letter of Credit and Practices for Documentary Credits, International Chamber apply the proceeds thereof to the Secured Obligations in such order as Lender determines only upon a default by Key Tenant under the Key Lease after notice thereof and lapse of Commerce Publication No. 600 (UCP600), applicable cure periods thereunder or upon the International Standby Practices-ISP 98, International Chamber occurrence of Commerce Publication No. 590 (1998)an Event of Default.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection a. As security for the full and faithful performance by Tenant of all Tenant's obligations hereunder, Tenant shall cause to be delivered to Landlord concurrently with the execution of its obligations this Lease by Xxxxxx, an original irrevocable standby letter of credit (the "Letter of Credit") in the amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease and or to compensate Landlord for all losses and damages any damage Landlord may suffer (or that Landlord reasonably estimates it may suffer) incurs as a result of Xxxxxx's failure to perform any breach, of its obligations hereunder. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby perform. The Letter of Credit (“Letter of Credit”), in the form as is shall be issued by a major commercial bank reasonably acceptable to Landlord, payable at an office with a service and claim point for the Letter of Credit in the San Francisco Bay AreaArea in California , California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under have an expiration date not earlier than the supervision of the Superintendent of Banks of the State of California, or a national banking association Expiration Date (an “Acceptable Issuing Bank”)or, in the amount alternative, have a term of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: less than one (1) shall year and be “callable” at sight, irrevocable, and unconditional; automatically renewable for an additional one (21) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless notice of non-renewal is given by the issuing Bank provides written notice issuer to Landlord not less later than sixty (60) days prior to the then expiration thereof). The letter of credit shall be in the form attached hereto as Exhibit D, and shall otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the issuing Bank will not renew amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount specified in Paragraph 2.d. above. Tenant's failure to deliver any replacement, additional or extend extension of the Letter of Credit, in which case Tenant or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall deliver entitle Landlord to Landlord a replacement draw upon the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant's performance under this Lease, and Landlord shall not less than thirty 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 (30) days prior 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 scheduled extent such holder or purchaser shall have actually received the same. If Landlord transfers such security deposit to the grantee or transferee of Landlord's interest in the Real Property, Landlord shall be released from any further responsibility or liability for such security. If Tenant is not in default at the expiration date or termination of this Lease, Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. b. Notwithstanding the foregoing, however, on the first day of the Second Lease Year and each subsequent Lease Year (each such date termed herein a "Reduction Date"), so long as no Event of Default (as defined in Paragraph 25.a. below) by Tenant under this Lease has occurred since the previous Reduction Date (or, in the case of the first Reduction Date, since the Commencement Date), the amount required under the Letter of Credit shall reduce by Five Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($533,333.00) on such Reduction Date, and if Tenant is entitled to such reduction, Tenant may replace or amend the existing Letter of Credit held by Landlord without any action whatsoever to reflect such reduced amount on or after the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)applicable Reduction Date.

Letter of Credit. Within twenty (a) Subject to and upon the terms and conditions contained herein and in the Letter of Credit Documents, at the request of a Borrower (or Administrative Borrower on behalf of such Borrower), Agent agrees to cause Issuing Bank to issue, and Issuing Bank agrees to issue, for the account of such Borrower one (21) days or more Letters of Credit, for the ratable risk of each Lender according to its Pro Rata Share, containing terms and conditions acceptable to Agent and Issuing Bank. From and after the date that Closing Date, all Existing Letters of Credit outstanding on the Closing Date shall be deemed to be issued and outstanding, and to constitute Letters of Credit, under this Lease is fully executedAgreement and all Letter of Credit Obligations (as defined in the Existing Loan Agreement) outstanding on the Closing Date shall be deemed to be and constitute Letter of Credit Obligations under this Agreement, Tenant and shall deliver be subject to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease the terms and for all losses and damages Landlord may suffer conditions hereof. (or that Landlord reasonably estimates it may sufferb) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby The Borrower requesting such Letter of Credit (“or Administrative Borrower on behalf of such Borrower) shall give Agent and Issuing Bank two (2) Business Days’ prior written notice of such Borrower’s request for the issuance of a Letter of Credit”), in . Such notice shall be irrevocable and shall specify the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision original face amount of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”requested, the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the end of the then current term of this Agreement) of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the date on which such requested Letter of Credit is to expire (which date shall be a Business Day and shall not be more than one year from the date of issuance), the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. Tenant The Borrower requesting the Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall pay attach to such notice the proposed terms of the Letter of Credit. The renewal or extension of any Letter of Credit shall, for purposes hereof be treated in all expensesrespects the same as the issuance of a new Letter of Credit hereunder. (c) In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 4 hereof and the other terms and conditions contained herein, pointsno Letter of Credit shall be available unless each of the following conditions precedent have been satisfied in a manner satisfactory to Agent: (i) the Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall have delivered to Issuing Bank at such times and in such manner as Issuing Bank may require, or fees incurred by Tenant an application, in obtaining form and substance satisfactory to Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be satisfactory to Agent and Issuing Bank, (ii) as of the date of issuance, no order of any replacement court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit. The bank issuing , and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that Issuing Bank refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit Credit, (iii) after giving effect to the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement issuance of such Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionCredit, the Letter of Credit Obligations shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided not exceed the Letter of Credit is automatically extended for not less than a one year period unless Limit, and (iv) the issuing Bank provides written notice to Landlord not less than sixty (60) days Excess Availability, prior to giving effect to any Reserves with respect to such Letter of Credit, on the date of the proposed issuance of any Letter of Credit shall be equal to or greater than: (A) if the proposed Letter of Credit is for the purpose of purchasing Inventory that would constitute Eligible Inventory but for the fact that it is or will be in transit to the premises of a Borrower located with the United States, and the documents of title with respect thereto are consigned and delivered to Issuing Bank at a location in the United States, the sum of (1) the percentage equal to one hundred percent (100%) minus the then expiration date applicable percentage with respect to Eligible Inventory set forth in the definition of the term Borrowing Base multiplied by the Value of such Eligible Inventory, plus (2) freight, taxes, duty and other amounts which Agent estimates must be paid in connection with such Inventory upon arrival and for delivery to one of such Borrower’s locations for Eligible Inventory within the United States of America and (B) if the proposed Letter of Credit is for any other purpose or the documents of title are not consigned and delivered to Issuing Bank at a location in the United States in connection with a Letter of Credit for the purpose of purchasing Inventory, an amount equal to one hundred (100%) percent of the Letter of Credit that Obligations with respect thereto. Effective on the issuing Bank will not renew or extend the issuance of each Letter of Credit, a Reserve shall be established in which case Tenant shall deliver to Landlord a replacement the applicable amount set forth in Section 2.2(c)(iv)(A) or Section 2.2(c)(iv)(B). (d) Except in Agent’s discretion, with the consent of all Lenders, the amount of all outstanding Letter of Credit Obligations shall not less than thirty at any time exceed the Letter of Credit Limit. (30e) days prior Each Borrower shall reimburse immediately Issuing Bank for any draw under any Letter of Credit issued for the account of such Borrower and pay Issuing Bank the amount of all other charges and fees payable to Issuing Bank in connection with any Letter of Credit issued for the scheduled expiration account of such Borrower immediately when due, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against Issuing Bank or any other Person. Each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Prime Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Loan (or Special Agent Advance, as the case may be). The date of such Loan shall be the date of the then existing drawing or as to other amounts, the due date therefor. Any payments made by or on behalf of Agent or any Lender to Issuing Bank and/or related parties in connection with any Letter of Credit held by Landlord without shall constitute additional Loans to such Borrower pursuant to this Section 2 (or Special Agent Advances as the case may be). (f) Borrowers and Guarantors shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action whatsoever on taken by Issuing Bank or correspondent with respect to any Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the part gross negligence or willful misconduct of Landlord;Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Borrower and Guarantor assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit and for such purposes the drawer or beneficiary shall be deemed such Borrower’s agent. Each Borrower and Guarantor assumes all risks for, and agrees to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Borrower and Guarantor hereby releases and holds Agent and Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 2.2(f) shall survive the payment of Obligations and the termination of this Agreement. (3g) In connection with Inventory purchased pursuant to any Letter of Credit, Borrowers and Guarantors shall, at Agent’s request, instruct all suppliers, carriers, forwarders, Customs Brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest that upon Agent’s request, such items are to be delivered to Agent and/or subject to Agent’s order, and if they shall come into such Borrower’s or Guarantor’s possession, to deliver them, upon Agent’s request, to Agent in their original form. Except as otherwise provided herein, Agent shall not exercise such right to request such items so long as no Default or Event of Default shall exist or have occurred and be continuing. Except as Agent may otherwise specify, Borrowers and Guarantors shall designate Issuing Bank as the consignee on all bills of lading and other negotiable and non-negotiable documents. (h) Each Borrower and Guarantor hereby irrevocably authorizes and directs Issuing Bank to name such Borrower or Guarantor as the account party therein and to deliver to Agent all instruments, documents and other writings and property received by Issuing Bank pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the Letter of Credit Documents with respect thereto. Nothing contained herein shall be fully assignable deemed or construed to grant any Borrower or Guarantor any right or authority to pledge the credit of Agent or any Lender in any manner. Borrowers and Guarantors shall be bound by Landlordany reasonable interpretation made in good faith by Agent, or Issuing Bank under or in connection with any Letter of Credit or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of any Borrower or Guarantor. (i) Immediately upon the issuance or amendment of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share of the liability with respect to such Letter of Credit and the obligations of Borrowers with respect thereto (including all Letter of Credit Obligations with respect thereto). Each Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to Issuing Bank therefor and discharge when due, its successorsPro Rata Share of all of such obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, and assignees to the extent that Issuing Bank has not been reimbursed or otherwise paid as required hereunder or under any such Letter of Credit, each such Lender shall pay to Issuing Bank its interest Pro Rata Share of such unreimbursed drawing or other amounts then due to Issuing Bank in the Leased Premises;connection therewith. (4j) shall permit partial draws The obligations of Borrowers to pay each Letter of Credit Obligations and multiple presentations and drawings; and (5) the obligations of Lenders to make payments to Agent for the account of Issuing Bank with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, whatsoever, notwithstanding the occurrence or continuance of any Default, Event of Default, the failure to satisfy any other condition set forth in Section 4 or any other event or circumstance. If such amount is not made available by a Lender when due, Agent shall be entitled to recover such amount on demand from such Lender with interest thereon, for each day from the date such amount was due until the date such amount is paid to Agent at the interest rate then payable by any Borrower in respect of Loans that are Prime Rate Loans. Any such reimbursement shall not relieve or otherwise subject impair the obligation of Borrowers to the Uniform Customs and Practices for Documentary Credits, International Chamber reimburse Issuing Bank under any Letter of Commerce Publication No. 600 (UCP600), Credit or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)make any other payment in connection therewith.

Letter of Credit. Within twenty one (21a) days after If, under the date that Aircraft Lease Agreement, Lessee is required or elects to provide Lessor with a Letter of Credit, the provisions of this Lease is fully executed, Tenant Section shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby apply. Any Letter of Credit (“Letter of Credit”), provided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form as is of Schedule 16 or in another form and substance acceptable to LandlordLessor in its sole and absolute discretion, payable at an office in the San Francisco Bay Areaand, California, running in favor of Landlord and if not issued by a solventPre-Approved Bank or by the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, nationally recognized will be confirmed by and payable at the New York branch of a major international bank with a long term rating acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of BBB Lessee or higher, any of its Affiliates to Lessor or any Lessee Affiliate under the supervision Lease and each of the Superintendent Transaction Agreements (including any and all Losses suffered or incurred by Lessor or any of Banks its Affiliates in respect of which Lessee or any of its Affiliates is obligated under the Lease or any of the State of California, or a national banking association (an “Acceptable Issuing Bank”Transaction Agreements), which shall remain in full force and effect and may be drawn down by Lessor upon demand at any time or times following the amount occurrence of Security Deposit (a Significant Default until the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following:Required LC Expiry Date. (1b) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year periodhave a validity period or periods ending prior to the Required LC Expiry Date, provided that (i) the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Creditshall, in which case Tenant shall deliver each case, be renewed, extended or reissued and delivered to Landlord a replacement Letter of Credit Lessor not less later than thirty (30) days prior to the scheduled expiration date its expiry (provided that there shall be no duplication of the then existing draw rights); and (ii) a Letter of Credit held by Landlord without any action whatsoever on shall remain in force at all times up to the part of Landlord;Required LC Expiry Date. (3c) shall be fully assignable If at any time during the Term, Lessor reasonably determines that the current issuing or confirming bank for the Letter of Credit is no longer an acceptable issuing or confirming bank (by Landlord, virtue of a material adverse change in its successors, and assignees financial condition or a decrease in any credit rating of its interest long term unsecured debt obligations) Lessor may notify Lessee of such fact and, in such event, Lessee shall within ten (10) Business Days after the Leased Premises;date of such notice cause the Letter of Credit to be replaced by a Letter of Credit issued by a Pre-Approved Bank or another bank acceptable to Lessor (in its sole and absolute discretion). (4d) shall permit partial draws If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor specifying the amount to be replenished and multiple presentations stating in reasonable detail the amount and drawings; and (5) shall basis upon which such drawing was made, immediately cause the maximum amount available for drawing under the Letter of Credit to be otherwise subject restored to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)level at which it stood immediately prior to such drawing.

Letter of Credit. Within twenty one (21) days after Contemporaneously with the date execution of that this Lease is fully executedcertain First Amendment to Sublease by Subtenant, Tenant Subtenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, Sublandlord an irrevocable and unconditional negotiable standby Irrevocable Standby Letter of Credit (“Letter of Credit”)) which shall (1) be addressed to Sublandlord, (2) be in the form attached hereto as Exhibit F or the form attached hereto as Exhibit G, with the parties acknowledging and agreeing that only such forms will be acceptable for the purposes of this Section 3.3, (3) be issued by a federally insured financial institution which is acceptable to LandlordSublandlord in Sublandlord’s sole discretion, payable at an office with minimum assets of Ten Billion Dollars ($10,000,000,000.00) (the “Minimum Assets”), upon which presentment may be made in the City and County of San Francisco Bay AreaFrancisco, California, running (4) be in favor an amount equal to $205,254.60, (5) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier than sixty (60) days after the Sublease Expiration Date or in the alternative, have a term of Landlord not less than one (1) year and issued by a solventbe automatically renewable for an additional one (1) year period unless, nationally recognized bank with a long term rating of BBB on or higher, under before the supervision date thirty (30) days prior to the expiration of the Superintendent term of Banks such Letter of Credit, the State issuer of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “such Letter of Credit Amount”)gives notice via U.S. registered mail to Sublandlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining Sublandlord hereby approves Comerica Bank as the issuer of the Letter of Credit and any replacement Letter the form of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. attached hereto as Exhibit G. In addition, the Letter of Credit shall expressly provide for that, in the following: (1) shall be “callable” at sightevent of Sublandlord’s assignment of its interest in this Sublease, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after shall be freely transferable by Sublandlord, without charge, to the expiration of the Term (as the Term may be extended)assignee. The Letter of Credit may be shall provide for one year periodsame day payment to Sublandlord upon the issuer’s receipt of a sight draft from Sublandlord together with Sublandlord’s certificate certifying that either: (i) the requested sum is due and payable from Subtenant and Subtenant has failed to pay, provided or (ii) Sublandlord has received notice of nonrenewal of the Letter of Credit and a replacement Letter of Credit has not been timely received, and with no other conditions. Subtenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Sublandlord 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 hereof, is automatically extended for not less than in effect until a one year period unless the issuing Bank provides written notice to Landlord not less than date which is at least sixty (60) days prior after the Sublease Expiration Date. If Subtenant fails to the then expiration date of the Letter of Credit that the issuing Bank will not renew furnish such renewal or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than at least thirty (30) days prior to the scheduled stated expiration date of the then existing Letter of Credit then held by Landlord without any action whatsoever on Sublandlord, Sublandlord may draw upon such Letter of Credit and hold the part of Landlord; proceeds thereof (3and such proceeds need not be segregated) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject as a security deposit pursuant to the Uniform Customs and Practices for Documentary Credits, International Chamber terms of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Section 3.3(e) below.

Letter of Credit. Within twenty one (21) days after Before the date that this Lease is fully executedCommencement Date, Tenant shall deliver to LandlordLandlord an unconditional, as protection for irrevocable letter of credit (“LC”) in the full and faithful performance by original amount of Two Hundred Eighty Thousand Dollars ($280,000) (the “LC Stated Amount”); if Tenant of all of its obligations under does not deliver the LC to Landlord before the Commencement Date, then Landlord may terminate this Lease and for all losses and damages in its entirety (including, without limitation, the Option set forth in Rider Two) effective, upon three (3) days prior written notice, at any time before it receives the LC from Tenant, in which case Landlord may suffer (retain all amounts deposited with or that paid to Landlord reasonably estimates it may suffer) as by Tenant. The LC shall be issued by a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit national money center bank (“Letter of CreditBank”)) reasonably acceptable to Landlord that has its headquarters in the United States and has a local Los Angeles branch office, and shall be in the form attached hereto as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Exhibit B. Tenant shall pay all expenses, points, or points and/or fees incurred by Tenant in obtaining and renewing the Letter of Credit and any replacement Letter of CreditLC. The bank issuing LC shall be effective from the Letter date of Credit delivery thereof through the date which is one hundred (100) days after the expiration of the Term, as it may be extended pursuant to the terms of this Lease (the “BankLC Expiration Date”) ). The LC may be re-issued, renewed or replaced for annual periods, provided that the LC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacement LC shall be in the form attached hereto as Exhibit B, and shall be subject to Landlord’s prior written approval. The LC Stated Amount shall be reduced, which approval shall not be withheld by Landlord if effective on the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by fourth (4th) anniversary of the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet Commencement Date (“Reduction Date”), to the standards amount of Ninety Thousand Dollars ($90,000), subject to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter the provisions of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of Subparagraphs (i1) thirty and (302) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following:immediately below. (1) Notwithstanding any contrary provision hereof, if a Default by Tenant under this Lease has occurred and is continuing on the Reduction Date, or if Tenant is in default under this Lease and Tenant has received notice thereof as required by this Lease, but failed to cure such default within the time period permitted under this Lease or such lesser time as may remain before the Reduction Date, then the LC Stated Amount shall not be reduced on such Reduction Date (but shall be “callable” at sightreduced upon the curing of such default, irrevocablesubject, and unconditional;however, to Landlord’s draw on the LC as permitted hereunder in connection with a Default). (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice Tenant hereby covenants to provide to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date Reduction Date, a certificate signed by an authorized officer or manager of Tenant stating to the best knowledge of the then existing Letter certifying officer or manager, Tenant’s net worth as of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; a date not earlier than four (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject months prior to the Uniform Customs and Practices for Documentary Credits, International Chamber applicable Reduction Date. If Tenant’s net worth as of Commerce Publication No. 600 (UCP600)such date is a negative number, or if Tenant fails to provide the International Standby Practices-ISP 98certification as required hereunder, International Chamber of Commerce Publication No. 590 (1998)then the LC Amount shall not be reduced on the Reduction Date.

Letter of Credit. Within twenty one (21a) No later than ten (10) days after following the date that full execution of this Lease is fully executed(and in any event prior to Landlord’s obligation to commence construction of Tenant Improvements in the Premises or to allow Tenant or any of Tenant’s agents access to the Premises), Tenant shall deliver to LandlordLandlord a Letter of Credit, as protection for the full and faithful which shall be held by Landlord to secure Tenant’s performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby . The Letter of Credit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined below). Landlord may, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Letter of Credit to perform any obligation Tenant fails to perform hereunder. Notwithstanding anything to the contrary in this Section 6, at any time during the Term, Tenant may elect to deposit with Landlord a letter of credit from an Eligible Institution (as defined below) in form and substance reasonably approved by Landlord, payable upon presentation of a sight draft without more (the “Letter of Credit”). The beneficiary under the Letter of Credit shall be shown as “W2007 Seattle office 000 Xxxxxx Xxxxx Realty, LLC, its successors and assigns” or otherwise as specified by Landlord. Tenant shall renew the Letter of Credit from time to time, at least thirty (30) days prior to expiration thereof, and deliver to Landlord a new Letter of Credit or an endorsement to the Letter of Credit or any other evidence required by Landlord that the Letter of Credit has been renewed for at least an additional one (1) year period (with respect to each renewal). The amount of the Letter of Credit shall be equal to the amount set forth in the form Basic Lease Information, for the full, timely and faithful performance of Tenant’s covenants and obligations under this Lease, it being expressly understood and agreed that (a) the Letter of Credit does not constitute a measure of Landlord’s damages in the event of Tenant’s default, and (b) the Letter of Credit is not being provided as is acceptable an equivalent or in lieu of any security deposit, but rather to assure Landlord of a means of third-party security apart from and completely independent of Tenant’s assets and creditworthiness. (b) The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. Such Letter of Credit shall (1) be transferable and assignable by Landlord, payable more than once, at Landlord’s option and (2) include an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association automatic renewal clause (an “Acceptable Issuing BankEvergreen Clause”)) and require notice of non-renewal ninety (90) days in advance of any automatic renewal date. All charges, in the amount of Security Deposit (the “fees and costs related to such Letter of Credit Amount”)(including, without limitation, as a result of any transfer by Landlord) shall be borne by Tenant. Tenant Upon the occurrence of an Event of Default, Landlord shall pay all expenseshave the right, pointsat its option, or fees incurred by Tenant in obtaining to draw on the Letter of Credit and to apply all or any replacement part thereof to the payment of the items for which the Letter of Credit was established or to apply the Letter of Credit to the satisfaction of Tenant’s obligations under this Lease in such order, proportion or priority as Landlord may determine. In addition to any other right Landlord may have to draw upon the Letter of Credit. The bank issuing , Landlord shall have the additional rights to draw in full the Letter of Credit (the “Bank”regardless of whether this Lease is in default): (A) shall be subject with respect to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by containing an Evergreen Clause, if Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after has received a notice from Landlord the issuing bank that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall will not be “callable” at sight, irrevocable, renewed and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the a substitute Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than provided at least thirty (30) days prior to the scheduled expiration date of on which the then existing outstanding Letter of Credit is scheduled to expire; (B) with respect to any Letter of Credit with a stated expiration date, if Landlord has not received a notice from the issuing bank that it has renewed the Letter of Credit at least ninety (90) days prior to the date on which such Letter of Credit is scheduled to expire or a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (C) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if a substitute Letter of Credit is provided by Tenant within ten (10) days following Landlord’s written demand therefore, with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary), or (D) if Landlord receives information that the bank issuing the Letter of Credit is no longer an Eligible Institution. Notwithstanding anything to the contrary contained in the above, Landlord is not obligated to draw any Letter of Credit upon the happening of an event specified in (A), (B), (C) or (D) above and shall not be liable for any losses sustained by Tenant due to the insolvency of the bank issuing the Letter of Credit if Landlord has not drawn the Letter of Credit. Any amount of the Letter of Credit that is drawn upon by Landlord, but not used or applied by Landlord, shall be held by Landlord without and deemed a security deposit pursuant to this Section 6(b). The use, application or retention of the Letter of Credit, or any action portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided in this Lease, or by law, it being understood that Landlord shall not first be required to proceed against the Letter of Credit. Tenant agrees and acknowledges that (i) the Letter of Credit constitutes a separate and independent contract between Landlord and the issuing bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever on in the part Letter of Landlord; (3) shall be fully assignable by Landlord, its successorsCredit or the proceeds thereof, and assignees of its interest (iv) in the Leased Premises; (4) event Tenant becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there is an event of a receivership, conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, receiver or conservator, nor Tenant’s bankruptcy estate shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject have any right to restrict or limit Landlord’s claim and/or rights to the Uniform Customs and Practices for Documentary Credits, International Chamber Letter of Commerce Publication NoCredit and/or the proceeds thereof by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise. 600 (UCP600For the purposes of this Section 6(b), the term “Eligible Institution” shall mean a depository institution or trust company insured by the International Standby Practices-ISP 98, International Chamber Federal Deposit Insurance Corporation the long term unsecured debt obligations of Commerce Publication No. 590 (1998)which are rated at least “AA-” by Fitch and Standard & Poors and “Aa2” by Xxxxx’x.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection As additional security for the full and faithful performance by Tenant of all Mortgagor of its obligations under this Lease the Loan Documents, Mortgagor has delivered to Mortgagee an irrevocable, unconditional, transferable, clean sight draft letter of credit for an amount equal to $436,000 in favor of Mortgagee and for all losses and damages Landlord may suffer entitling Mortgagee to draw thereon in New York, New York, issued by a financial institution, the long term unsecured debt rating of which is in the three highest ratings given by each of the Rating Agencies (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“the "Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”"). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining At least thirty days prior to the expiration date for the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained then in effect, whether through renewal Mortgagor shall deliver an extension or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date replacement of the Letter of Credit that for a term of a least one year from such expiration date. Any Letter of Credit delivered pursuant hereto cannot be secured in whole or in part by the issuing Bank will not renew or extend Mortgaged Property. (b) Mortgagee shall have the right to draw upon the Letter of Credit, in which case Tenant shall whole or in part, immediately and without notice to Borrower, upon the occurrence of any one or more of the following events: (i) an Event of Default occurs; (ii) Mortgagor fails to deliver to Landlord a replacement Letter of Credit not Mortgagee, no less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held (including any renewal, extension or replacement thereof), a renewal, extension or replacement of the Letter of Credit from a financial institution, the long term unsecured debt rating of which is in the three highest ratings given by Landlord without any action whatsoever on each of the part of LandlordRating Agencies; (3iii) shall Mortgagee has received notice from the issuing financial institution that the Letter of Credit will be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premisesterminated; (4iv) shall permit partial draws and multiple presentations and drawingsany action by Mortgagor or the issuing financial institution which, in Mortgagee's sole discretion, may jeopardize its rights to properly draw on the Letter of Credit in whole or in part in accordance with the terms thereof; and (5v) Mortgagor fails to qualify for the release of the Letter of Credit as provided in subparagraph (d) below within two years after the date hereof. (c) Proceeds of any draw upon the Letter of Credit may be applied to the payment of the Debt in any order in the Mortgagee's sole discretion. No delay by or omission of Mortgagee in exercising any right to draw on the Letter of Credit shall impair any such right, or shall be otherwise subject construed as a waiver of or acquiescence in, any default or event of default giving rise to such rights. (d) The Letter of Credit shall be released if the Uniform Customs and Practices Debt Service Coverage Ratio for Documentary Credits, International Chamber of Commerce Publication No. 600 the Mortgaged Property (UCP600based on a trailing three month collections), as reasonably determined by Mortgagee, is equal to or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)greater than 1.25.

Letter of Credit. Within twenty one (21) days after the date that Concurrently with Tenant’s execution of this Lease is fully executedLease, Tenant shall deliver to LandlordLandlord an unconditional, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter renewable letter of Credit credit (“Letter of Credit”), ) in favor of Landlord substantially in the form attached hereto as is Exhibit “E” or otherwise reasonably acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)financial institution satisfactory to Landlord, in the principal amount of Security Deposit Two Million Eight Hundred Seventy-Seven Thousand Three and No/100 Dollars ($2,877,003.00) (calculated based on nine (9) months of Basic Rental payable by Tenant for the first year of the initial Term (if no abatement applied) – the “Stated Amountto be held by Landlord in accordance with the terms, provisions and conditions of this Lease. Landlord hereby approves Silicon Valley Bank as the issuer of the Letter of Credit Amount”)Credit. Tenant shall pay all expenses, points, or points and/or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing If the Letter of Credit delivered by Tenant is inconsistent with the form attached hereto as Exhibit “E” (including, without limitation, the “Bank”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) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bankbusiness days after receipt of such notice. If an Acceptable Issuing Bank the issuer of the Letter of Credit is declared to be insolvent or taken over by the Federal Deposit Insurance Corporation (or any governmental agency comparable institution) or becomes a debtor in any case or proceeding under the Bankruptcy Code or any similar law or statute, or ceases to conduct business for any reason reason, Landlord may so notify Tenant, in which case Tenant shall, within five (5) business days after such notice from Landlord, provide Landlord with a new Letter of Credit which otherwise meets the requirements of this Article 4 issued by a substitute financial institution reasonably satisfactory to Landlord. Landlord shall be entitled to draw upon the Letter of Credit if the credit rating or does not meet financial condition of the standards issuer of the Letter of Credit is no longer reasonably acceptable to be approved an Acceptable Issuing BankLandlord. 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 and provided that there then exists no Event of Default by Tenant hereunder, Landlord will disburse such Letter of Credit proceeds to Tenant shall deliver within ten (10) business days after Tenant delivers to Landlord a replacement Letter of Credit from another Bank approved by a financial institution satisfactory to Landlord in substantially the form attached hereto as Exhibit “E” or otherwise reasonably acceptable to Landlord. Tenant shall pay all of Landlord’s out-of-pocket fees and expenses incurred in connection with such disbursement; provided, however, if any of the foregoing conditions are not satisfied, then Landlord may then use, apply or retain all or any part of the proceeds for the purposes set forth in clauses (1) through (5) of the next paragraph. The Letter of Credit shall state that meets an authorized officer or other representative of Landlord may make demand on Landlord’s behalf for the standards for an Acceptable Issuing Bank within Stated Amount of the earlier Letter of (i) thirty (30) days after notice from Landlord Credit, or any portion thereof, and that the Bank does not meet issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the standard for an Acceptable Issuing Bank, or (ii) proper identification of the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agencyparty making such demand. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocableindicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and unconditional; (2) shall be maintained in effectupon presentation to the issuing bank of the original Letter of Credit, whether through renewal the issuer or extension, for confirming bank will reissue the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”naming such transferee as the beneficiary. Tenant shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer, unless such transfer is initiated by Landlord and due solely to Landlord’s convenience or other action of Landlord not caused by Tenant or as a result of Tenant’s acts or omissions. If (A) that is one hundred twenty (120) days after the expiration term of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided held by Landlord will expire prior to sixty (60) days following the last day of the Lease Term and the Letter of Credit is automatically not extended, or a new Letter of Credit for an extended for period of time is not less than a one year period unless the issuing Bank provides written notice to Landlord not less than substituted, in either case at least sixty (60) days prior to the expiration of the Letter of Credit, or (B) Tenant commits an Event of Default with respect to any provision of this Lease, or files a voluntary petition under Title 11 of the United States Code (i.e., the Bankruptcy Code), or otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or hereinafter amended, or any similar law or statute, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then expiration date use, apply or retain all or any part of the proceeds (1) for the payment of any sum which is in an Event of Default, (2) if Landlord terminates this Lease due to an Event of Default, to reimburse Landlord for damages incurred and which are recoverable by Landlord pursuant to Article 20, (3) for the payment of any other actual, reasonable amount which Landlord may spend or become obligated to spend by reason of Tenant’s Event of Default, (4) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s Event of Default or (5) intentionally deleted. If any portion of the Letter of Credit that proceeds are so used or applied, Tenant shall, within ten (10) days after written demand therefor, post a replacement or additional Letter of Credit in an amount to cause the issuing Bank will aggregate amount of the unused proceeds and such new Letter of Credit to equal the Stated Amount required in this Article 4 above. If Tenant delivers a replacement Letter of Credit to Landlord, Landlord shall return the previous Letter of Credit to Tenant within ten (10) business days after receipt thereof. Landlord shall not renew be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Lease Term and if Landlord deposits with the purchaser thereof the Letter of Credit or extend any proceeds of the Letter of Credit, in which case Tenant thereupon Landlord shall deliver be discharged from any further liability with respect to Landlord a replacement the Letter of Credit not less than thirty and said proceeds and Tenant shall look solely to such transferee for the return of the Letter of Credit or any proceeds therefrom. The Letter of Credit or any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Lease Term, after any deductions described in this Article 4 above, shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within forty-five (3045) days prior following the expiration of the Lease Term. The use, application or retention of the Letter of Credit, the proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under this Lease, it being intended that Landlord shall not be required to proceed against the Letter of Credit, and such use, application or retention of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. No trust relationship is created herein between Landlord and Tenant with respect to the scheduled expiration date Letter of Credit. Landlord and Tenant (A) acknowledge and agree that the Letter of Credit is not intended to serve as a security deposit and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto, and (B) hereby 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. As set forth above The Stated Amount shall initially be Two Million Eight Hundred Seventy-Seven Thousand Three and No/100 Dollars ($2,877,003.00) (calculated based on nine (9) months of Basic Rental payable by Tenant for the first year of the initial Term (if no abatement applied); provided, however, that, except as hereinafter provided, upon the third (3rd) anniversary of the Pod 5 Portion Commencement Date (the “Adjustment Date”), the Stated Amount shall be reduced to One Million Nine Hundred Eighteen and No/100 Dollars ($1,918,003200) (calculated based on six (6) months of Basic Rental payable by Tenant for the first year of the initial Term (if no abatement applied). However, if (i) an Event of Default by Tenant occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default by Tenant, and Tenant has failed to cure such default or circumstances within the time period permitted by Article 19 or such lesser time as may remain before the Adjustment Date as provided above, the Stated Amount shall not thereafter be reduced unless and until such default or circumstances shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. The reduction of the Stated Amount of the Letter of Credit shall be effectuated by Tenant replacing the Letter of Credit then being held by Landlord with a new Letter of Credit (meeting all of the requirements of this Article 4) in the Stated Amount then required to be maintained with Landlord pursuant to the foregoing provisions (or amending the then existing Letter of Credit held by to the Stated Amount then required to be maintained with Landlord without any action whatsoever pursuant to the foregoing provisions) on the part Reduction Date, as applicable. In the event that Tenant provides a replacement Letter of Credit, Landlord shall return the original Letter of Credit to Tenant within ten (10) business days following Landlord’s receipt of the replacement Letter of Credit (or, if requested by Tenant, arrange for a simultaneous swap of the original and replacement Letter of Credit in person at the management office located in the Project). To the extent Tenant desires to reduce the Letter of Credit as set forth above by means of an amendment to the then existing Letter of Credit, Landlord shall at no cost to Landlord provide reasonable cooperation with Tenant and sign such commercially reasonable certificates reasonably required by the issuer of the Letter of Credit and reasonably acceptable to Landlord and in connection therewith, Tenant shall pay as additional rent with ten (10) business days after demand, all of Landlord; (3) shall be fully assignable by Landlord, its successors, ’s out-of-pocket fees and assignees of its interest expenses incurred in connection with the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)same.

Letter of Credit. Within twenty one (21) days after If the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection Construction Security for the full and faithful performance by Tenant Alterations is a letter of all credit, the following shall apply: 1) The letter of its obligations under this Lease and for all losses and damages Landlord may suffer credit (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (the “Alterations Letter of Credit”)) shall be a clean, in the form as is acceptable to Landlordirrevocable, payable at an office in the San Francisco Bay Area, California, running standby letter of credit issued in favor of Landlord and shall meet all of the following requirements: Such letter of credit shall be in an amount (the “Alterations LC Amount”) equal to 125% of the reasonably estimated cost of constructing the Alterations, including but not limited to the costs of labor and materials, interest on any funds borrowed to finance such construction (if any), all other financing costs, professional fees, and expenses of complying with all applicable Legal Requirements; shall be issued by a solvent, nationally recognized bank with a long term rating Bank at which the letter of BBB credit may be presented for payment; shall be transferable one or higher, under the supervision more times without payment of any fee; shall be payable in whole or in partial drawings; shall be payable upon presentation of the Superintendent original letter of Banks of the State of California, or credit and a national banking association (an “Acceptable Issuing Bank”), sight draft in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject form reasonably acceptable to Landlord’s prior written approval, which approval with the form of sight draft annexed to the letter of credit; shall not be withheld by Landlord if the proposed Bank is have an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant initial term that shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for expire not less than a one year period six (6) months after the reasonably estimated date of completion of the Alterations, and shall automatically renew without amendment for consecutive periods equal in duration to the initial term unless the issuing Bank provides written gives Landlord notice to Landlord not less than sixty of non-renewal (60a “Non-Renewal Notice”) by certified or registered mail, return receipt requested, at least 60 days prior to before the then expiration date of the letter of credit; shall be governed by ISP 98; and shall be otherwise in form and substance reasonably satisfactory to Landlord. The final expiration date of the Alterations Letter of Credit that shall be the issuing Bank will not renew or extend later of (a) one (1) year after issuance of such letter of credit, and (b) one (1) year following the reasonably estimated completion date of the Alterations. Tenant shall furnish to Landlord, together with the draft Alterations Letter of Credit, in which case evidence of the reasonably estimated cost of construction. 2) Landlord may draw on such Alterations Letter of Credit if (i) this Lease is terminated by reason of Tenant’s default; or (ii) any mechanics lien is filed against the Premises that is 3) If Landlord, at any time or from time to time, reasonably requests an amendment of the Alterations Letter of Credit (for example, to change the Landlord’s address for notices), Tenant promptly shall cause the Alterations Letter of Credit to be so amended. If the Alterations Letter of Credit is lost, stolen, or mutilated, Tenant shall cooperate with Landlord, promptly upon Landlord’s request, to replace such Alterations Letter of Credit. If Landlord draws on the Alterations Letter of Credit, Tenant shall, within five (5) days after demand by Landlord, deliver to Landlord a replacement an additional letter of credit meeting the requirements of this Section or amend the existing Alterations Letter of Credit not less than thirty (30) days prior to so that, at all times, the scheduled expiration date amount of the then existing Alterations Letter of Credit held by Xxxxxxxx, together with any Alterations Letter of Credit proceeds held by Landlord without not yet applied to any action whatsoever on default by Xxxxxx, equals the part Alterations LC Amount. 4) Upon Tenant’s request, Xxxxxxxx shall return the Alterations Letter of Landlord; Credit to Tenant for cancellation or termination (3) shall be fully assignable by Landlord, its successorsas the case may be), and assignees shall reasonably cooperate with Tenant to effect such cancellation or termination, after all of its interest in the Leased Premises; following conditions have been met: (4i) shall permit partial draws the Alterations have been Substantially Completed, and multiple presentations and drawings; (ii) no mechanics liens have been filed against the Premises that have not been discharged of record, and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall must deliver to Landlord, Landlord an irrevocable standby Letter of Credit in the amount of $50,000.00 (the "Letter of Credit") upon the Final Lease Date. Landlord will hold the Letter of Credit as protection security for the full and faithful performance by Tenant of all of its Tenant's covenants and obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby . The Letter of Credit (“is not to be considered an advance payment of Rent or a measure for Tenant's liability for damages in case of a default by Tenant. Landlord may, from time to time, without prejudice to any other remedy, draw upon the Letter of Credit”), Credit to the extent necessary to make good any arrearages of Rent or to satisfy any other covenant or obligation of Tenant hereunder. The Letter of Credit must (i) be in the a form as is acceptable to Landlord; (ii) be written by a bank or other financial institution acceptable to Landlord, payable at an office in and (iii) permit Landlord to unconditionally draw upon the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expensesby presentationof the Letter of Credit accompanied only by 1 of the following written statements: (A) "We hereby draw under your Letter of Credit number __________________________for USD_______________________as Oxysure Systems, pointsInc. (the Tenant) is in default under the Lease Agreement dated February_______________________ , 2007, between Sinacola Commercial Properties, Ltd. (the Landlord) and Oxysure Systems, Inc."; (B) "We hereby draw under your Letter of Credit number___________________for USD ____________________as this Letter of Credit is scheduled to expire within 30 days and Sinacola Commercial Properties, Ltd. (the Landlord) has not received a renewal or replacement of this Letter of Credit and the term of the Lease Agreement has not expired, or fees incurred by (C) (C) Oxysure Systems, Inc. (as Tenant) has exercised its early termination option pursuant to Section 13.21 of the Lease Agreement dated February ______________________ , 2007 between Sinacola Commercial Properties, Ltd. (as Landlord) and Oxysure Systems, Inc." (b) The initial term of the Letter of Credit must be for the entire Lease Term. Not later than 30 days prior to the expiration of the Letter of Credit, Tenant in obtaining must renew the term of the Letter of Credit to meet the requirements set forth herein. Failure to so renew the Letter of Credit and any replacement deliver the renewed Letter of Credit to Landlord will enable Landlord to immediately draw upon the existing Letter of Credit. The bank issuing If Landlord ever draws upon the Letter of Credit (except in the “Bank”) shall be subject case of failure to Landlord’s prior written approvalrenew the Letter of Credit), which approval shall and if this Lease has not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bankterminated, Tenant shall must immediately deliver a replacement to Landlord either cash or an endorsement of the issuer of the Letter of Credit from another Bank approved reinstating the credit for the portion thereof used by Landlord, or an additional Letter of Credit conforming to the requirements of this Section 5.4, in an amount equal to the reduced portion of the original Letter of Credit used by Landlord. Tenant must not encumber the Letter of Credit in any manner, and Landlord that meets will not be bound by any purported encumbrance. (c) If Landlord transfers its interest in the standards Complex during the Lease Term, Landlord shall transfer all or any portion of the Letter of Credit to the transferee (and Tenant will take such actions as are necessary to cause the Letter of Credit to be issued in the name of such transferee). Upon such transfer Tenant must thereafter look only to the new landlord for an Acceptable Issuing Bank within the earlier return of the Letter of Credit, and Landlord shall thereupon be released of all liability to Tenant for the return of or to account for such Letter of Credit. (id) thirty (30) days after notice from Landlord that If the Bank Tenant is not then in default under this Lease and does not meet exercise the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionone-time termination option pursuant to Section 13.21 of this Lease Agreement, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “reduced to an irrevocable standby Letter of Credit Expiration Date”as follows: (i) that is one hundred twenty (120) days after in the expiration amount of $37,500.00 upon the third anniversary of the Term Date of the Lease and then (as ii) in the Term may be extended). The Letter amount of Credit may be for one year period$25,000.00 upon the fourth anniversary of the Date of the Lease, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior pursuant to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, same terms and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)conditions provided herein.

Letter of Credit. Within twenty one (21a) days after Simultaneously with the date that this Lease is fully executeddelivery of the Notes to the original purchasers thereof, Tenant shall the Issuer has caused the Credit Obligor to deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in Trustee the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing Letter of Credit will terminate on the Stated Expiration Date, subject to extension (if applicable) by the Credit Obligor. (b) The Issuer may at any time and from time to time deliver a Substitute Letter of Credit to the Trustee in substitution for the Existing Letter of Credit, provided that (1) Notice of any intended delivery of a Substitute Letter of Credit and the proposed issuer and effective date thereof is given (i) by the Issuer to the Trustee not less than 45 days prior to the proposed effective date of such Substitute Letter of Credit (unless a shorter period shall be satisfactory to the “Bank”Trustee and enable the Trustee to comply with this Section), and (ii) by the Trustee to the Holders, or, if the Securities Depository or Securities Depository Nominee is the Holder, as provided in the Letter of Representation, not less than 30 days prior to the proposed effective date of such Substitute Letter of Credit; and (2) such Substitute Letter of Credit complies with the applicable conditions set forth in subsection (d) of this Section and (3) simultaneously with the delivery of such Substitute Letter of Credit the Issuer delivers to the Trustee any related documentation required by subsection (e) of this Section (the "Related Documentation"). (c) The Issuer may, but shall not be required to, deliver a Substitute Letter of Credit to the Trustee prior to the expiration of the then Existing Letter of Credit; provided, however, that if a Substitute Letter of Credit and the Related Documentation are not delivered to the Trustee not less than 30 days prior to the Stated Expiration Date of the then Existing Letter of Credit, the Notes shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Mandatory Tender. (d) Each Substitute Letter of Credit from another Bank approved by Landlord that meets delivered to the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not Trustee pursuant to this Section must meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the followingfollowing criteria: (1) shall be “callable” at sight, irrevocable, and unconditional;such Substitute Letter of Credit must have an effective date not less than 30 days prior to the stated Expiration Date of the then Existing Letter of Credit, (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “such Substitute Letter of Credit Expiration Date”) that is one hundred twenty (120) days after must be substantially in the expiration same form and of the Term (same tenor as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement except that such Substitute Letter of Credit must provide for the payment of interest on the Notes (or the interest portion of the purchase price of Notes tendered, or deemed tendered, for purchase) at the Maximum Rate computed on the interest rate basis then applicable as provided in Section 3.01(g), for not less than thirty 56 days, (303) days prior if such Substitute Letter of Credit is being delivered in connection with a conversion of the interest rate on the Notes to a Fixed Rate, the effective date shall be not later than the Conversion Date, (4) if such Substitute Letter of Credit will be effective during a Fixed Rate Period when the Notes are subject to optional redemption, such Substitute Letter of Credit must provide for payment of the maximum redemption premium payable with respect to the scheduled Notes, and (5) such Substitute Letter of Credit must have a Stated Expiration Date that is (i) the same calendar day in the same calendar month 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. (e) 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 Notes 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 Notes, (2) 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. (f) At the close of business on the effective date of any Substitute Letter of Credit, the Trustee shall return the Existing Letter of Credit to the issuer thereof, provided that any draws on such Existing Letter of Credit made on or prior to such date have been honored. 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 made under the Existing Letter of Credit. Not later than the close of business on the effective date of a Substitute Letter of Credit, the Issuer shall certify in writing to the Trustee that all obligations of the Issuer to the issuer of the Existing Letter of Credit for reimbursement of amounts drawn thereunder have been satisfied, and upon receipt of such evidence any Pledged Notes held by Landlord without the Trustee or the Tender Agent for the benefit of the issuer of the Existing Letter of Credit shall be delivered to, or upon the order of, the Issuer. (g) If the Trustee accepts a Substitute Letter of Credit as herein provided, then, unless such Substitute Letter of Credit was described in a notice of Mandatory Tender, the Trustee shall send written notice of such substitution to the Noteholders. (h) If Notes are redeemed prior to maturity, the Trustee shall take any action whatsoever on necessary to reduce the part interest portion of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees the Letter of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject Credit to the Uniform Customs and Practices for Documentary CreditsMaximum Interest Coverage, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)as therein defined.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection As additional security for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, Tenant shall, upon the full execution of this Lease by both parties, deliver to Landlord an irrevocable irrevocable, unconditional, transferable, standby letter of credit in favor of Landlord, as beneficiary, and unconditional negotiable standby Letter of Credit issued for Tenant, as account party (“the "Letter of Credit”)") issued by a national banking association, in the form as is reasonably acceptable to Landlord, payable at an office insured by the Federal Deposit Insurance Corporation, with offices located in the San Francisco Bay AreaCharlotte, CaliforniaNorth Carolina, running and in favor of Landlord form and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)content satisfactory to Landlord, in the amount of Security Deposit ($934,020.00 plus the “Letter amount of Credit Amount”)any upfitting cost in excess of the upfitting allowance which is amortized over the term of the Lease as is provided for in Section 2.4 of this Lease. In the event Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining fails to deliver the Letter of Credit and any replacement Letter of Credit. The bank issuing to Landlord, Landlord may, until such time as the Letter of Credit is delivered to Landlord, at Landlord's sole option, postpone commencement of upfitting in the Premises (the “Bank”) but such postponement shall be subject deemed a Tenant delay and not a Landlord delay) or terminate the Lease by giving written notice thereof to Landlord’s prior written approvalTenant, which approval shall not be withheld by without prejudice to or in limitation of any other remedies Landlord if may have for such failure on the proposed Bank is an Acceptable Issuing Bankpart of Tenant. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement The Letter of Credit from another Bank approved by shall permit partial draws and have an expiration date of the sixty-first (61st) day next following the Termination Date. Landlord that meets shall be permitted to draw upon the standards for an Acceptable Issuing Bank within Letter of Credit to fund the earlier performance of any obligation(s) of Tenant under the Lease which Tenant has failed to perform beyond the expiration of any applicable notice and cure period under the Lease, after Landlord has first exhausted the Security Deposit under Section 4.5. The issuing bank shall be required (up to the face amount of the Letter of Credit) to disburse amounts to Landlord under the Letter of Credit based solely on the written statement of Landlord (i) thirty certifying that Tenant is in default of the performance of its obligation(s) under the Lease beyond the expiration of any applicable notice and cure period (30if any) days after notice from Landlord that pursuant to the Bank does not meet the standard for an Acceptable Issuing Bank, or Lease and (ii) certifying the date amount due to Landlord as a result of such uncured default(s) (which shall be the Bank amount payable, up to an aggregate ceiling amount equal to the face amount of the Letter of Credit, to Landlord under the Letter of Credit). If Landlord's interest in the Premises is declared insolvent sold or taken over for any reason by otherwise transferred, Landlord shall have the Federal Deposit Insurance Corporation or any other governmental agency. In addition, right to transfer the Letter of Credit to the new owner (and the Letter of Credit shall expressly provide permit such transfers), and Landlord shall thereupon be released from all liability for the following: (1) shall be “callable” at sight, irrevocable, safekeeping and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for administration of the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after and Tenant shall thereafter look solely to such new owner for the expiration safekeeping and administration of the Term Letter of Credit. The terms hereof shall apply to every transfer of the Letter of Credit. Said Letter of Credit must be payable in Charlotte, North Carolina, and no other requirements other than those set forth above shall be necessary for Landlord to collect on the same. Upon a successful initial public offering of Tenant upon either the New York Stock Exchange or NASDAQ Stock Exchange, or other nationally recognized national or international exchange comparable thereto, that results in a minimum net worth of Tenant in the amount of $80,000,000.00 (as determined by an independent Certified Public Accountant), the Term may be extended). The amount of the Letter of Credit may be for one reduced to $622,680.00 plus the unamortized portion of the excess upfitting costs which are being amortized over the original term of the Lease by Tenant under Section 2.4 hereof. Provided Tenant has not defaulted in the first four (4) years of the Lease term and as of the beginning of the fifth year periodof the Lease term has a minimum net worth of $50,000,000.00 (as determined by an independent Certified Public Accountant) then as of the beginning of the fifth (5th) year of the Lease term upon Tenant's request, provided Landlord will consent to a termination of the Letter of Credit Credit. Upon completion of the Lease term, provided Tenant is automatically extended for not less than then in default of the Lease, and upon the expiration of a one year period unless the issuing Bank provides written notice to Landlord not less than of sixty (60) days prior to next following the then expiration date end of the Lease term, the Letter of Credit that the issuing Bank then in effect will not renew terminate unless Landlord has already received full payment thereon or extend made claim thereon or the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Credit has been terminated at the beginning of the fifth (5th) year of the Lease term as provided above. In the event the original Letter of Credit remains in effect and is not less than thirty replaced, the original Letter of Credit (30) days prior to the scheduled expiration date of or if replaced the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3Credit) shall be fully assignable by Landlord, its successors, remain in force from the period beginning as of the execution of the Lease and assignees extending through the sixtieth (60th) day next following the end of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to scheduled original term of the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Lease.

Letter of Credit. Within twenty one (21) days after the date that In consideration of Landlord entering into this Lease is fully executedand in consideration of financial investments and concessions made by Landlord pursuant to this Lease, Tenant hereby agrees as follows: (a) Simultaneously with the execution of this Lease by Tenant, Tenant shall deliver to Landlord, as protection additional security for the full and faithful performance by Tenant obligations of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this the Lease, an irrevocable and unconditional negotiable standby Letter a clean, unconditional, irrevocable, transferable letter of Credit (“Letter of Credit”), in the form as is credit issued by a bank acceptable to Landlord, payable at an office in the San Francisco Bay Areaits sole discretion ("Issuer"), California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)Landlord, in the amount of Security Deposit THIRTY FOUR THOUSAND AND NO/100 DOLLARS ($34,000.00) (the “"Letter of Credit"). The Letter of Credit Amount”)shall be in the form attached hereto as Exhibit "G" and by this reference made a part hereof. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining maintain the Letter of Credit and any replacement Letter in favor of Credit. The bank issuing Landlord throughout the Letter Term of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocableLease, and unconditional; for a period of ninety (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (12090) days after the expiration of the Term of the Lease. (b) The term of the original Letter of Credit required under this Paragraph 45 shall commence as of or prior to the Term may date of delivery thereof to Landlord and shall expire no earlier than August 1, 2001. The expiration date of the Letter of Credit shall be extended)clearly stated on its face by month, day and year. The Letter of Credit may shall be for one year period, provided payable in immediately available funds in U.S. Dollars upon presentation by Landlord to Issuer of the original of the Letter of Credit is and by sight draft drawn on the Issuer, or any of Issuer's correspondent banks, wherever located. (c) The Letter of Credit shall be irrevocable for the term thereof and shall provide that it will be automatically extended renewed for successive periods of one (1) year each without any other action by Landlord or the Issuer through the period ending not less than a one year period unless ninety (90) days after the issuing Bank provides Lease Expiration Date. The Issuer shall have the right not to renew such Letter of Credit by giving written notice to Landlord not less than ninety (90) days prior to the expiration thereof. The privilege of the Issuer not to renew such Letter of Credit shall not relieve Tenant of the obligation to maintain the Letter of Credit with Landlord through the date which is ninety (90) days after the Lease Expiration Date. If the Issuer notifies Landlord that the Letter of Credit will not be automatically renewed at the end of the then current term thereof, Tenant shall, at least sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement new Letter of Credit not less than thirty (30) days prior or an endorsement to the scheduled expiration existing Letter of Credit, and any other evidence required by Landlord evidencing that the Letter of Credit has been renewed or replaced for a period of at least one (1) year (a "Replacement Letter of Credit"). Notwithstanding the preceding sentence, any Replacement Letter of Credit is not required to have an effective date sooner than the Expiry Date of the then existing Letter of Credit, it being the intent hereof that Tenant not be required to have two outstanding Letters of Credit held by Landlord without at any action whatsoever on one time. Each Replacement Letter of Credit shall also be deemed a "Letter of Credit" for purposes of this Paragraph 45. Except for the part term thereof, each Replacement Letter of Landlord;Credit shall be identical in form and content to the original Letter of Credit. (3d) If: (i) an Event of Default has occurred and remains uncured with respect to Tenant; or (ii) Tenant has filed a petition in Bankruptcy, or an involuntary petition in Bankruptcy has been filed against Tenant [and such involuntary petition has not been dismissed within sixty (60) days after filing] and Tenant is not making or has not made any one or more payments of Monthly Rental, Additional Rent or any other monetary obligation of Tenant to Landlord under the Lease; Landlord may draw upon any Letter of Credit on one or more occasions. Thereafter, Landlord shall be fully assignable entitled to use, apply and retain the proceeds of such draw or draws on a Letter of Credit for the payment of any one or more of the following: (A) any Monthly Rental, Additional Rent or other sums of money that Tenant may not have paid when due; and (B) reimbursement to Landlord of any sum which Landlord may expend or be required to expend by Landlordreason of such Event of Default, its successorsincluding, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Creditswithout limitation, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).any damage or

Letter of Credit. Within twenty one (21) days after Simultaneously with Tenant's delivery to Landlord of this Lease, the date that this Lease is fully executedfirst month's Base Rent and Security Deposit in accordance with the provisions of Section 3 above, Tenant shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit (“Letter of Credit”)credit, in the form as is acceptable to Landlordand containing the terms required herein, payable at an office in the San Francisco Bay AreaCity of Irvine, California, California running in favor of Landlord and issued by a solvent, nationally recognized solvent bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association National Banking Association (an “Acceptable Issuing Bank”the "Issuer"), in the amount of Security Deposit Five Hundred Fifty Thousand Dollars ($550,000.00), (the “"Letter of Credit"). The Letter of Credit Amount”). shall be (a) at sight, irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or extension, until one (1) month after the entire Lease Term or until such time as Tenant achieves three (3) successive quarters of positive earnings before interest, taxes, depreciation and amortization as reported in Tenant's audited 10Q (the "Letter of Credit Expiration Date") and Tenant shall pay all expenses, points, deliver a new Letter of Credit or fees incurred by Tenant in obtaining certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit Credit, without any action whatsoever on the part of Landlord, (c) subject to the Uniform Customs and any replacement Letter Practices for Documentary Credits (1993-Rev) International Chamber of CreditCommerce Publication #500, (d) acceptable to Landlord in its reasonable discretion, and (e) fully assignable by Landlord by amendment thereto in accordance with customary letter of credit practice and shall permit partial draws. The bank issuing In addition to the foregoing, the form and terms of the Letter of Credit (and the “Bank”bank issuing the same) shall be subject acceptable to Landlord’s prior written approval, which approval in Landlord's reasonable discretion, and shall not be withheld by Landlord if provide, among other things, in effect that: (1) Landlord, or its then managing agent, shall have the proposed Bank is right to draw down an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by amount up to the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet face amount of the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit upon the presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) statement that such (A) amount is due to Landlord under the terms and conditions of this Lease, it being understood that if Landlord or its managing agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a managing member (if a limited liability company), an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity), and (b) an event of default has occurred under this Lease and, all applicable notice and cure periods have elapsed; (2) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (3) in the event of a transfer of Landlord's interest in the Premises, Landlord shall transfer the Letter of Credit, in whole or in part (or cause at Tenant's expense a substitute letter of credit to be delivered, as applicable), to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from another Bank approved all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new Landlord. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder which continues beyond any applicable notice and cure periods. Tenant further acknowledges and agrees that if Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Landlord that herein, Landlord shall suffer irreparable damage, harm and injury. From time to time during the Term of this Lease, including, but not limited to, the event whereby Tenant meets certain financial condition criterion as set forth in this Section 42, it is anticipated by the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord parties that the Bank does not meet Letter of Credit will need to be amended, modified and, possibly reissued. Landlord and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments, modifications and new issuance's, including without limitation, executing and submitting to the standard for an Acceptable Issuing BankIssuer any and all documents or instruments as may be reasonably required to effectuate same. Each and every time during the Term of this Lease there is a change in the identity or address of the parties, including without limitation, any change in the identity of Landlord due to the sale, transfer or (ii) the date the Bank is declared insolvent or taken over for any reason other conveyance by the Federal Deposit Insurance Corporation or Landlord of its rights and interest in, to and under this Lease to any other governmental agency. In additionparty, person or entity, the Letter of Credit shall expressly provide for immediately be amended or reissued to reflect such changes and the following: (1) parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to the terms and provisions of this Section 42. Landlord may, at any time and without notice to Tenant and without first obtaining Tenant's consent thereto, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, in connection with the assignment by Landlord of its rights and interests in and to this Lease. If, as a result of any such application of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be “callable” at sightless than Five Hundred Fifty Thousand dollars ($550,000.00), irrevocableTenant shall within five (5) business days thereafter provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of Five Hundred Fifty Thousand Dollars ($550,000.00) and each such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 42, and unconditional; (2) if Tenant fails to do so, notwithstanding anything to the contrary contained in Section 20 hereof, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be maintained in effectbound by any such assignment, whether through renewal encumbrance, attempted assignment or extensionattempted encumbrance. Without limiting the generality of the foregoing, for if the period from Letter of Credit expires earlier than the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty , Landlord will accept a renewal thereof or substitute letter of credit (120) days after the expiration such renewal or substitute letter of the Term (as the Term may credit to be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for in effect not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less later than thirty (30) days prior to the scheduled expiration date of thereof), which shall be irrevocable and automatically renewable as above provided through the then existing Letter of Credit Expiration Date upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section 42, Landlord shall have the right to present such Letter of Credit to the bank in accordance with the terms of this Section 42, and the entire sum evidenced thereby shall be paid to and held by Landlord as collateral for performance of all of Tenant's obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease. If there shall occur a default under this Lease as set forth in Section 20 of this Lease, Landlord may, but without obligation to do so, draw upon the Letter of Credit, in part or in whole, to cure any action whatsoever on default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Tenant's default. Tenant agrees not to interfere in any way with payment to Landlord of the part proceeds of the Letter of Credit, either prior to or following a "draw" by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord; (3) 's right to draw from the Letter of Credit. No condition or term of this Lease shall be fully assignable by Landlorddeemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (i) deemed to be or treated as a "security deposit" within the meaning of California Civil Code Section 1950.7 (as supplemented, its successorsamended, replaced and assignees of its interest in the Leased Premises; substituted from time to time), (4ii) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs terms of such Section 1950.7 (as supplemented, amended, replaced and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600substituted from time to time), or (iii) intended to serve as a "security deposit" within the International Standby Practices-ISP 98meaning of such Section 1950.7 (as supplemented, International Chamber amended, replaced and substituted from time to time). The parties hereto recite that, with respect to the Letter of Commerce Publication No. 590 Credit, (1998)x) the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time) and any and all other laws, rules and regulations applicable to security deposits in the commercial context ("Security Deposit Laws") shall have no applicability or relevancy to the Letter of Credit and (y) Tenant waives 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.

Letter of Credit. Within twenty one ten (2110) days after following the date that fall execution of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection for the full fall and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the a form as that is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a short term Fitch Rating of not lower than FI or higher and a long term Fitch Rating of A or higher (or in the event such Fitch Ratings are no longer available, a comparable rating of BBB from Standard and Poor’s Professional Rating Service or higherXxxxx’x Professional Rating Service), under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount provided in Section 1.11 as the Letter of Security Deposit Credit Amount (the “Letter of Credit AmountCredit”). Landlord hereby approves Silicon Valley Bank as an Acceptable Issuing Bank. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by . Landlord if hereby approves the proposed form of Letter of Credit from Silicon Valley Bank is an Acceptable Issuing Bank. attached hereto as Exhibit F. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty sixty (12060) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased PremisesComplex in connection with Landlord’s sale or financing of the Building and Complex; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one (21) days after If at any time you are not licensed as an insurer or accredited as a reinsurer in all of the date that this Lease is fully executedstates, Tenant shall deliver to Landlordterritories, or if applicable, the District of Columbia, as protection necessary for us to take credit on our Annual Statement for all or part of the full and faithful performance by Tenant of all of its obligations coverage we ceded to you, then unless you have arranged to secure your own obligation under this Lease and for all losses and damages Landlord may suffer (or Agreement in some other manner which meets the approval of that Landlord reasonably estimates it may suffer) as regulatory authority, you are obligated to promptly obtain a result of any breachclean, default or failure to perform by Tenant under this Lease, an unconditional irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)our benefit. The Letter of Credit will be issued by a qualified financial institution within the meaning of New York Insurance Regulation 133 in an amount equal to the reserves ceded to you and will be in a form acceptable under New York Insurance Regulation 133. You will bear the cost of any such Letter(s) of Credit. If established, we may be for one year period, provided draw on the Letter of Credit at any time only for the following purposes: a) To pay your share or to reimburse us for your share of unearned premium or any liability for loss ceded by this Agreement; b) To make refund of any sum which is automatically extended in excess of the actual amount required to pay your share of any unearned premium or liability ceded under this Agreement; c) To pay other amounts due us under this Agreement. In the event that we receive notice from the qualified financial institution that the Letter of Credit will not be renewed and security acceptable under the insurance regulations regarding credit for reinsurance is not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) established within ten days prior to the then expiration date of expiration, you agree to fund an account with us in an amount at least equal to the deduction for reinsurance ceded, from our liabilities ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; to be used for such uses and purposes specified above. In the event that we draw on any Letter of Credit so established in an amount in excess of the actual amounts required for items a), b), or c) above, or in the case of a draw against any fund established as outlined above, any amounts that the issuing Bank will are subsequently determined not renew or extend the Letter of Creditto be due to us shall be promptly returned to you by us. In addition, in which case Tenant the event that we draw on any fund established as outlined above, in an amount in excess of the actual amounts required, we shall deliver pay you interest on the amounts held at a rate equal to Landlord a replacement the prime rate of interest or the rate permitted by an arbitration panel operating under Article IX of this Agreement, whichever is greater. The amounts drawn under any Letter of Credit not less than thirty (30) days prior to the scheduled expiration date will be applied without diminution because of the then existing insolvency of either party. The financial institution shall have no responsibility whatsoever in connection with the propriety of withdrawals we make or the disposition of funds withdrawn, except to see that withdrawals are made only upon the order of our properly authorized representatives. Not withstanding the preceding, should you not be able to obtain a qualifying Letter of Credit held by Landlord or other reserve credit security acceptable to us, we will permit you to assign and novate your position as reinsurer under this Agreement to another reinsurer. Our written consent must be provided in response to your proposal to assign and novate your position under this Agreement, before this can occur. In addition, any proposed reinsurer must have an A.M. Best rating of (A) or better at the time of the transfer and the proposed reinsurer must accept the novation of this Agreement and all amendments that are attached to it, without any action whatsoever material modification to the substantive terms of the Agreement. We will not unreasonably deny novation proposals presented by you if all criteria above are met. Should you not be able to obtain a qualifying Letter of Credit or other reserve credit security acceptable to us, and should both parties not be able to come to agreement on the novation proposals, and as a result we are not able to take credit on our Annual Statement for all or part of Landlord; (3) shall the coverage we ceded to you, then we may recapture the business ceded under this Agreement. In that event, both parties will negotiate in good faith the terms of a mutually agreed recapture of the reinsurance provided hereunder, consisting of the appropriate amount of net reserves to be fully assignable by Landlord, its successors, and assignees held in respect of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)reinsured amount being recaptured.

Letter of Credit. Within twenty one (21A) days after Licensee shall, not later than six (6) months prior to the date that this Lease is fully executedHotel Opening Date, Tenant shall deliver to Landlord, as protection for the full obtain an unconditional and faithful performance by Tenant irrevocable letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running credit in favor of Landlord and Licensor, in a form reasonably acceptable to Licensor, issued by a solvent, nationally recognized bank with a long term rating or other financial lending institution having assets in excess of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association Five Hundred Million Dollars (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred $500,000,000.00) and approved by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approvalLicensor, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extensionunreasonably withheld, for the period from the date benefit of this Lease and continuing until the date Licensor (the “Letter of Credit Expiration DateLETTER OF CREDIT”) that is one hundred twenty ), and in an amount equal to Three Million Dollars (120) days after $3,000,000.00), subject to increase as provided herein (the expiration of the Term (as the Term may be extended“LETTER OF CREDIT AMOUNT”). The Letter of Credit may must provide that in the event of a default in any of Licensee’s obligations to Licensor under this Agreement or the Memorabilia Lease, Licensor shall be entitled, in addition to all other remedies of Licensor under this Agreement, to make immediate demand under the Letter of Credit for one year periodpayment in the amount of all sums then due and owing from Licensee to Licensor, provided without having to give any additional notice to Licensee. The Letter of Credit must further provide that in the event the Letter of Credit is automatically extended for not drawn upon or reduced during the remainder of the Term and, as a result, the amount of the Letter of Credit is less than a one year period unless the issuing Bank provides written notice Letter of Credit Amount, Licensee shall immediately cause the amount of the Letter of Credit to Landlord not less than sixty be restored to the Letter of Credit Amount. (60B) On or before thirty (30) days prior to before the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord Licensor must receive a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date meeting all of the then existing requirements described above (the “REPLACEMENT LETTER OF CREDIT”) from Licensee. If a Replacement Letter of Credit held is not received in the time period described above, Licensee shall automatically be in default under this Agreement and Licensor shall be entitled to make immediate demand under the Letter of Credit for the entire Letter of Credit Amount, without having to give any additional notice to Licensee, which amount shall be then be treated as a security deposit to secure the payment, by Landlord Licensee, of its obligations under this Agreement and the Memorabilia Lease (the “SECURITY DEPOSIT”). Licensee shall remain obligated to obtain a Replacement Letter of Credit and Licensee shall remain in default under this Agreement until such time as Licensee provides a Replacement Letter of Credit to Licensor. In the event of a default in any of Licensee’s obligations to Licensor under this Agreement or the Memorabilia Lease, Licensor shall be entitled, in addition to all other remedies of Licensor under this Agreement or the Memorabilia Lease, as applicable, to immediately deduct from the Security Deposit the amount of all sums then due and owing from Licensee to Licensor, without having to give any action whatsoever on additional notice to Licensee. In the part event the Security Deposit is drawn upon or reduced during the remainder of Landlord;this Agreement and, as a result, the amount of the Security Deposit is less than the Letter of Credit Amount, Licensee shall immediately cause the amount of the Security Deposit to be restored to the Letter of Credit Amount. When Licensor receives a Replacement Letter of Credit from Licensee, Licensor shall then return the remaining amount of the Security Deposit to Licensee. (3C) shall be fully assignable by LandlordAt the expiration of the date which is two (2) years after the Opening Date, its successors, and assignees of its interest if Licensee is not then in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), default under this Agreement or the International Standby Practices-ISP 98Memorabilia Lease and has paid all Fees then owed under this Agreement and all amounts owed under the Memorabilia Lease, International Chamber Licensor will release the Letter of Commerce Publication No. 590 (1998)Credit.

Letter of Credit. Within twenty one (21) days after In lieu of the date that cash deposit described in Section 10 of the Lease, Tenant may, upon signing this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that at any time thereafter to replace the cash deposit), deliver or cause to be delivered to Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”) governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), in the form International Chamber of Commerce Publication No. 500, as is acceptable revised from time to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)time, in the amount of Security Deposit the security deposit, issued to Landlord, as beneficiary, in form and substance satisfactory to Landlord, by a bank (an “Approved Bank”) approved by Landlord qualified to transact banking business in California with an office in either the “City and County of San Francisco or the County of Santa Xxxxx at which drafts drawn on the Letter of Credit Amount”)may be presented for payment. Tenant The full amount of the Letter of Credit shall pay all expenses, points, or fees incurred be available to Landlord upon presentation of Landlord’s sight draft accompanied only by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing Landlord’s signed statement that Landlord is entitled to draw on the Letter of Credit (the “Bank”) shall be subject pursuant to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bankthis Lease. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement maintain the Letter of Credit from another Bank approved throughout the duration of the Term of this Lease and the right to draw thereunder shall be transferred or assigned by Landlord to any successor Landlord under this Lease. Tenant shall pay any fees related to the issuance, amendment or transfer of the Letter of Credit, including without limitation, any transfer fees. The Letter of Credit shall also provide that meets it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each during the standards for an Acceptable Issuing Bank within the earlier term of this Lease (i) plus a period of thirty (30) days after the Expiration Date), unless the Approved Bank sends written notice from (“Issuer Notice”) to Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for by any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained method specified in effect, whether through renewal or extension, for the period from the date Section 33 of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year periodLease, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to next preceding the then expiration date of the Letter of Credit that the issuing Bank will it elects not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement have such Letter of Credit renewed. If Landlord receives an Issuer Notice, and not less later than thirty (30) days prior to the scheduled expiration expiry date of the then existing Letter of Credit held Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Section 11, then Landlord shall have the right to draw the full amount of the Letter of Credit, by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successorssight draft, and assignees shall hold the proceeds of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject Letter of Credit as a cash Security Deposit pursuant to the Uniform Customs terms and Practices for Documentary Credits, International Chamber conditions of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber Section 10 of Commerce Publication No. 590 (1998)this Lease.

Letter of Credit. Within twenty one three (213) days after Business Days (as hereafter defined) of the date that of the execution and delivery of this Lease is fully executedby Landlord and Tenant, to secure Tenant's obligations under this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant Landlord either (i) cash or other form of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), payment in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), immediately available funds in the amount of Security Deposit required pursuant to sub-Paragraph (the “Letter of Credit Amount”a) below ("CASH DEPOSIT"). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) a letter of credit in accordance with the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionfollowing terms, the Letter of Credit shall expressly provide for the followingprovisions and conditions: (1a) If Tenant elects not to deliver a Cash Deposit, Tenant shall be “callable” at sightdeliver to Landlord an unconditional, irrevocable, standby letter of credit ("LETTER OF CREDIT") in the amount of $850,000.00 which conforms in substance to EXHIBIT 1.6(a) attached hereto and unconditionalmade a part hereof (or is otherwise reasonably acceptable to Issuer and Landlord) and which satisfies the following requirements: (i) is issued by a United States federal or state chartered bank that (A) is either a member of the New York Clearing House Association or is a commercial bank or trust company reasonably acceptable to Landlord, and (B) is otherwise reasonably acceptable to Landlord ("ISSUER"); (2ii) shall be maintained in effect, whether through renewal or extension, for the period from names Landlord as beneficiary thereunder; (iii) has a term ending not less than one year after the date of this Lease and continuing until the date issuance; (the “Letter of Credit Expiration Date”iv) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be automatically renews for one year period(1)-year periods unless Issuer notifies beneficiary, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than in writing, at least sixty (60) days prior to the then expiration date thereof, that Issuer elects not to renew the Letter of Credit; (v) provides for payment to Landlord upon the occurrence of a Draw Event (as hereafter defined) of immediately available funds (denominated in United States dollars); (vi) provides that draws may be presented, and are payable, at Issuer's letterhead office or, if permitted by Issuer, any other full service office of Issuer; (vii) is payable in sight drafts which only require the beneficiary to state that the draw is payable to the order of beneficiary; (viii) permits partial and multiple draws; (ix) permits multiple transfers by beneficiary (provided, however, Tenant shall be required to pay any required transfer fees only in the case of a transfer in connection with the sale, conveyance or transfer of title of or to the Demised Premises and provided Tenant's obligation to so pay the transfer fees does not occur more frequently than once per calendar year); (x) waives any rights that Issuer may have, at law or otherwise, to subrogate to any claims beneficiary may have against applicant; and (xi) is governed by the International Standby Practices 1998, published by the International Chamber of Commerce. Subject to Section 1.6(b) hereof, the Letter of Credit (as transferred, extended, renewed or replaced) must be maintained during the entire Term, as extended or renewed, and for a period of seventy-five (75) days thereafter. (b) In the event at any time during the Term Tenant delivers written notice to Landlord, together with reasonable supporting documentation, that Tenant's corporate credit rating achieves a so-called "investment grade" for a continuous period of not less than twelve (12) months as determined by Standard & Poors Corporation, Xxxxx'x Investors Service, Inc. or any other nationally recognized rating agency if both of the foregoing cease to exist ("RATING AGENCY"), then the amount of the Letter of Credit that may be reduced to one-twelfth of the issuing Bank will not renew or extend annual Base Rent for the Letter Initial Improvements, PLUS if applicable, one-twelfth of Credit, the annual Base Rent for the Expansion Space as provided in which case Section 1.6(k) hereof for the remainder of the Term. Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty for the reduced amount, but otherwise on the same terms and conditions provided in Section 1.6(a) hereof. Upon receipt by Landlord of such replacement Letter of Credit, Landlord shall deliver to Tenant the original Letter of Credit. (30c) days prior to Landlord may freely transfer the scheduled expiration date of the then existing Letter of Credit held by Landlord in connection with an assignment of this Lease without any action whatsoever (i) Tenant's consent, (ii) restriction on the part number of Landlord; transfers, or (3iii) condition, other than presentment to Issuer of the original Letter of Credit and a duly executed transfer document conforming in substance to the form attached as Exhibit B to the form of Letter of Credit that is attached hereto as EXHIBIT 1.6(a). Tenant is solely responsible for any bank fees or charges imposed by Issuer in connection with the issuance of the Letter of Credit or any transfer, renewal, extension or replacement thereof; provided, however, Tenant shall be fully assignable by Landlordrequired to pay any required transfer fee only in the case of a transfer in connection with the sale, conveyance or transfer of title of or to the Demised Premises and provided Tenant's obligation to so pay the transfer fees does not occur more frequently than once per calendar year. Subject to the foregoing, Landlord may, at its successorsoption and without notice to Tenant, elect to pay any transfer fees to Issuer when due, and assignees of its interest in the Leased Premises; upon payment, such amount will become immediately due and payable from Tenant to Landlord as Additional Charges (4as hereafter defined) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)under this Lease.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall deliver Subject to Landlord, Section 5.7 hereof and except as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, be permitted under the supervision Indenture, the Borrower agrees that throughout the term of the Superintendent of Banks of the State of Californiathis Agreement it, or a national banking association (an “Acceptable Issuing Bank”)any successor or assignee as permitted by Section 5.2 hereof, in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, will maintain or fees incurred by Tenant in obtaining cause to be maintained the Letter of Credit and any replacement or an Alternate Letter of Credit. The At any time the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit and the Borrower shall, in any event, cause to be delivered an Alternate Letter of Credit at least 60 days before the expiration date of any existing Letter of Credit, unless otherwise permitted by the Indenture, or any existing Alternate Credit Facility. An Alternate Letter of Credit shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a commercial bank issuing or other financial institution, the terms of which shall in all material respects be the same as the Letter of Credit; provided, that the expiration date of such Alternate Letter of Credit shall be a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of all Bonds in full or provision for such payment in accordance with Article X of the Indenture. Not less than 30 days prior to the delivery of an Alternate Letter of Credit, the Borrower shall (i) deliver to the Trustee a commitment for the delivery of such Alternate Letter of Credit, (ii) inform the Trustee of the date on which the Alternate Letter of Credit will become effective, which date shall not be less than 5 calendar days prior to the stated expiration date of the existing Letter of Credit and (iii) inform the Trustee of the rating expected to apply to the 1998A Bonds after the Alternate Letter of Credit is delivered. On or prior to the date of the delivery of an Alternate Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee (i) an opinion of Bond Counsel stating that the delivery of such Alternate Letter of Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and will not adversely affect the Tax-exempt status of the Bonds, (ii) an opinion that such Alternate Letter of Credit is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), and (iii) written evidence from a Rating Agency to the effect that such rating agency has reviewed the proposed Alternate Letter of Credit and (A) that the substitution of the proposed Alternate Letter of Credit for the Letter of Credit (will not, by itself, result in a reduction or withdrawal of its rating of the “Bank”) shall be subject to Landlord’s prior written approvalBonds from the rating which then prevails, which approval shall not be withheld by Landlord if unless on the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement effective date of such Alternate Letter of Credit from another Bank approved by Landlord the Holders of the Bonds are subject to mandatory tender pursuant to Section 4.06 of the Indenture, in which case, subject to clause (B) following, the rating of the Bonds may be reduced, and (B) if the Bonds then have a long-term rating, that meets the standards Bonds will be rated Moodx'x "X0" or Fitch "A+" (or equivalent) or higher or, if the Bonds only have a short-term rating, will be in the highest short-term rating category. (b) The Borrower shall provide a written statement to the Trustee (with copies to the Authority) on or before June 1 of each year indicating the status of the extension of the term of the Letter of Credit. If the Letter of Credit provides for an Acceptable Issuing Bank within automatic annual extensions, the earlier of Borrower shall notify the Trustee either (i) thirty (30) days after notice from Landlord that the Bank does not meet term of the standard for an Acceptable Issuing BankLetter of Credit has been automatically extended pursuant to its terms, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, that the Letter of Credit shall expressly provide for Bank has given written notice of a decision not to extend the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for term of the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended)Credit. The Letter of Credit may be for one year period, provided If the Letter of Credit is automatically extended does not provide for automatic extensions, the Borrower shall notify the Trustee whether or not less than a one year period unless the issuing Bank provides has given written notice to Landlord not less than sixty (60) days prior to approval for an extension of the then expiration date term of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one The following is added as Section 37.23 of the Lease: (21a) days after The terms set forth in this Section 37.21 shall only apply if Tenant, pursuant to Section 1.14 and Section 8 herein, chooses to provide the date Security Deposit in the form of a letter of credit. (b) Landlord and Tenant acknowledge that Tenant will occupy space in the Bank of America Building pursuant to this Lease is fully executedand, as consideration for Landlord’s willingness to enter into this Lease, Tenant shall deliver or cause to be delivered to Landlord, as protection for and shall cause to be maintained at all times in effect, one or more irrevocable standby letters of credit complying with the full and faithful performance terms of this Section 37.21. Any failure by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant or observe any term, covenant or agreement set forth in this Section 37.21 shall constitute a material default under this Lease. Smartsheet Second Lease Addendum (Suites 300 and 350) 1 (c) Tenant shall deliver or cause to be delivered to Landlord, or Landlord’s advising bank as directed by Landlord, an irrevocable and unconditional negotiable standby Letter letter of Credit credit in a form acceptable to or provided by Landlord (acceptance not to be unreasonably withheld) (the “Letter of Credit”), in issued by a national banking association reasonably acceptable to Landlord (the form as is Silicon Valley Bank being acceptable to Landlord), payable at an office in for the San Francisco Bay Area, California, running account of Tenant in favor of Landlord and issued by a solvent, nationally recognized bank in the initial amount determined in accordance with a long term rating of BBB or higher, under the supervision Section 8 of the Superintendent of Banks of Lease, having an expiry date not earlier than the State of CaliforniaExpiration Date, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred and stating by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) its terms that it shall be subject automatically extended annually, without written amendment or modification, to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank date that is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty the date one (301) days year after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, then current expiry date or (ii) the date Expiration Date unless the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, issuer of the Letter of Credit shall expressly provide for the following: (1) shall be “callable” gives Landlord, at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than least sixty (60) days prior to the then expiration date current expiry date, written notice that the issuer elects not to extend the Letter of Credit. If the issuer of the Letter of Credit at any times gives to Landlord notice that the issuing Bank will issuer elects not renew or to extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit then, not less than thirty (30) days prior to the scheduled then current expiry date of the Letter of Credit, Tenant shall deliver or cause to be delivered to Landlord (or Landlord’s advising bank) a substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by Section 8 of the Lease. Not less than thirty (30) days prior to the expiry date of any substitute letter of credit delivered pursuant to this Section, Tenant shall deliver or cause to be delivered to Landlord (or Landlord’s advising bank) a further substitute irrevocable standby letter of credit issued in favor of Landlord by a national banking association reasonably acceptable to Landlord in an amount required by Section 8 of the Lease. Each substitute letter of credit delivered pursuant to this Section 37.21 shall have a term of not less than one (1) year and shall be in a form acceptable to or provided by Landlord. (d) Upon the occurrence of any breach or default under this Lease including, but not limited to, any failure by Tenant timely to deliver or cause to be delivered to Landlord (or Landlord’s advising bank) any substitute letter of credit required pursuant to this Section 37.21, Landlord, at its option, may, following expiration of any applicable notice or cure period, 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 provide for payment against Landlord’s (or any transferee’s) draft at sight, by facsimile presentation, or by courier, accompanied by a certificate stating substantially as follows: “Drawn under ____________ Bank, N.A.’s Irrevocable Standby Letter of Credit No. ________, dated ________________, 2020, as a result of the occurrence of a default under the Lease dated __________, 2020, between Bellevue Place Office, LLC, a Washington limited liability company, and SMARTSHEET INC., a Washington corporation.” If Landlord draws against the Letter of Credit, Tenant shall, within ten (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 Section 8 of the Lease available for Landlord to draw against in the event of any further breach or default under this Lease. (e) 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 existing current Letter of Credit, or in the event Landlord draws against the Letter of Credit, if Tenant does not restore the Letter of Credit or provide additional letters of credit so that an amount required by Section 8 of the Lease is available to Landlord to draw upon in the event of any 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 be held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject as an additional security deposit pursuant to the Uniform Customs provisions of Section 8 of this Lease. Smartsheet First Lease Addendum (Suites 300 and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).350) 2

Letter of Credit. Within twenty one (21) days after As an alternative to providing Landlord with the date that this Lease is fully executedSecurity Deposit required under Paragraph 6.a. above, Tenant shall may deliver to Landlord, concurrently with its execution of this Lease, as protection security for the full performance of Tenant’s covenants and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an original irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”) in the initial amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), in or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. Any such draw on the form as is Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to perform. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord, payable at an office in the with a San Francisco Bay AreaFrancisco, California, running in favor service and claim point for the Letter of Landlord and issued by a solventCredit, nationally recognized bank with a long term rating of BBB or higher, under have an expiration date not earlier than the supervision of sixtieth (60th) day after the Superintendent of Banks of the State of California, or a national banking association Expiration Date (an “Acceptable Issuing Bank”)or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount of Security Deposit (the “Letter of Credit Amount”)thereof. Tenant shall pay all expensesIf, points, or fees incurred by Tenant in obtaining at any period while the Letter of Credit and any replacement Letter is required to be in effect hereunder, the financial condition of Credit. The the issuing bank issuing materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver with a replacement Letter of Credit from another Bank approved issued by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agencya major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall expressly provide for that, in the following: (1) shall be “callable” at sightevent of Landlord’s assignment or other transfer of its interest in this Lease, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after shall be freely transferable by Landlord, without charge and without recourse, to the expiration assignee or transferee of such interest and the Term (as bank shall confirm the Term may be extended)same to Landlord and such assignee or transferee. The Letter of Credit may 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 for one year periodin the form attached hereto as Exhibit C, provided and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit is automatically extended for not less has an expiration date earlier than a one year period unless sixty (60) days after the issuing Bank provides written notice Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord not less than at least sixty (60) days prior to the then expiration date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount required hereunder. 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 that the issuing Bank will not renew or extend then in effect. If Landlord liquidates the Letter of CreditCredit as provided in the preceding sentence, in which case Tenant Landlord shall deliver to Landlord a replacement 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 Uniform 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 less than thirty be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a mortgage, deed of trust or other security instrument affecting the Real Property, nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, within sixty (3060) days prior thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2). Notwithstanding anything in this Paragraph 6.a. to the scheduled expiration date contrary, on April 30, 2015, on April 30, 2016, on April 30, 2017, and on April 30, 2018, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12), but in all other respects in conformance with the Letter of Credit described in this Paragraph 6.b. (or, rather than replace the then current Letter of Credit, Tenant may submit to Landlord an amendment thereto, in form reasonably acceptable to Landlord, which reduces the amount of that Letter of Credit by the applicable amount); provided, however, that Tenant may not reduce the amount of the Letter of Credit pursuant to the foregoing on a particular reduction date if (i) during the twelve (12) month period immediately preceding such reduction date, there occurred an Event of Default or a breach by Tenant that subsequently matured into an Event of Default, or (ii) the replacement or amended Letter of Credit held by Landlord without any action whatsoever would be in an amount less than Twenty-One Thousand One Hundred Thirty-Three and 50/100 Dollars ($21,133.50) after giving effect to such reduction. If Tenant failed to qualify for a reduction of the face amount of the letter of credit on a particular reduction date, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12) on the part next scheduled reduction date, so long as the requirements above are met, but the face amount of Landlord; the letter of credit then on hand may not be reduced or amended by more than Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars (3$24,754.12) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)on any particular reduction date.

Letter of Credit. Within twenty one (21) days after a. The Letter of Credit provided pursuant to Paragraph 6 of the Lease is not, and has never been intended to be, a security deposit. It is instead a more direct form of third party obligation where the issuer substitutes its own creditworthiness for that of the Tenant with the issuer having none of the defenses available to guarantors. b. Effective as of the date that this hereof, Paragraph 6.b. of the Lease is fully executedhereby deleted in its entirety. c. If Landlord exercises the Substitution Right (as defined in Paragraph 5.a. below), Tenant shall deliver to Landlord, then so long as protection for the full and faithful performance by Tenant no Event of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform Default by Tenant under this Lease, an irrevocable the Lease has occurred and unconditional negotiable standby Letter is continuing as of Credit the Substitution Date (“Letter of Credit”as defined in Paragraph 5.b. below), in the form and so long as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued no breach or default by a solvent, nationally recognized bank with a long term rating of BBB or higher, Tenant under the supervision Lease which, with notice or the passage of time or both could ripen into an Event of Default (an "Unmatured Default"), shall be continuing as of the Superintendent of Banks of the State of CaliforniaSubstitution Date, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, required under the Letter of Credit shall expressly provide be reduced as of the Substitution Date to equal twelve (12) month's worth of Monthly Rent for the following: Substitute Premises (1as defined in Paragraph 5.a. below) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration as of the Term last twelve (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (6012) days prior to the then expiration date months of the Letter term of Credit that the issuing Bank will not renew Lease. If Tenant is entitled to such reduction, Tenant may replace or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of amend the then existing Letter of Credit held to reflect such reduced amount on or after the Substitution Date. If Landlord disallows any such reduction by Landlord without any action whatsoever on reason of an Unmatured Default, and if Tenant cures the part Unmatured Default prior to the same becoming an Event of Landlord; (3) Default, Tenant shall be fully assignable by Landlord, its successors, and assignees entitled to a reduction of its interest the Letter of Credit as set forth in this Paragraph as of the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and date that is five (5) days after the date such Unmatured Default is cured. d. Notwithstanding anything contained herein to the contrary, the amount of the Letter of Credit shall be otherwise subject reduced during the last twelve (12) months of the term of the Lease (whether or not Landlord has exercised the Substitution Right) at such times as reasonably agreed by Landlord and Tenant so that the amount of the Letter of Credit does not exceed the remaining Monthly Rent and Additional Rent (as estimated by Landlord pursuant to Paragraph 7 of the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or Lease) payable by Tenant under the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Lease.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver 4.1 In order to Landlord, as protection for the full and faithful performance by Tenant of all of its secure ICC's obligations under Sections 2.4 and 3.2 of this Lease Agreement and for to ensure timely delivery of any and all losses payments due from ICC thereunder, ICC shall establish with Mellon Bank, N.A. (the "Bank"), no later than April 19, 1995, and damages Landlord may suffer maintain with said Bank (or that Landlord reasonably estimates it may sufferany other bank acceptable to Engelhard should the Bank not extend the then existing letter of credit) as during the period the Loan Agreement is effective, a result clean and irrevocable letter of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter credit in favor of Credit (“Letter of Credit”), Engelhard in the form attached hereto as is acceptable to Landlord, payable at an office Exhibit B in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the principal amount of Security Deposit (the “Letter of Credit Amount”)$2,500,000. Tenant ICC shall pay be responsible and liable for, and shall pay, any and all expenses, points, or fees costs and expenses incurred by Tenant in obtaining establishing and/or maintaining the Letter of Credit provided hereunder and any replacement Letter of Credit. The bank issuing Engelhard shall have no responsibility and/or liability therefor. 4.2 Every draw by Engelhard under the Letter of Credit (the “Bank”) pursuant to Section 2.4 and/or 3.2 shall be subject made by Engelhard by 5 right and without notice to Landlord’s prior written approvalICC, which approval shall not be withheld by Landlord if presentation to the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver at any time after the time on which Engelhard paid any Payment Deficiency in the case of Section 2.4 or at any time after the time on which Engelhard rendered payment under the Guaranty in the case of Section 3.2, of a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, sight draft under the Letter of Credit provided hereunder for all or any part of the amount which ICC was required to remit as aforesaid, accompanied by a certificate of the Treasurer or Assistant Treasurer of Engelhard to the effect that such payment has been made in the form attached hereto as Annex A to Exhibit B. Promptly after the giving of such certificate to the Bank, Engelhard shall expressly provide for send a copy of such certificate to ICC by facsimile transmission. 4.3 If from time to time during the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date term of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) Agreement Engelhard should determine that is one hundred twenty (120) days after the expiration ICC's share, through ICC Desiccant Technologies, Inc., of the Term (as total liability of Engelhard/ICC and Engelhard under the Term may be extended). The Letter of Credit may be for one year periodLoan Agreement and the Guaranty Agreement, provided the Letter of Credit respectively, is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date total principal amount of the then existing Letter Letters of Credit held and, if applicable, the security instruments and/or other arrangements provided under Section 4.1, then in such case Engelhard shall so notify ICC and shall direct the Bank to reduce the total principal amount of the Letters of Credit to ICC's share of the total liability then determined by Landlord without any action whatsoever on Engelhard to be applicable under the part Loan Agreement and the Guaranty Agreement. Promptly after the giving of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject such notice to the Uniform Customs and Practices for Documentary CreditsBank, International Chamber Engelhard shall send a copy of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)such notice to ICC by facsimile transmission.

Letter of Credit. Within twenty one (21a) days after If, under the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Lessee is required or elects to provide Lessor with a Letter of Credit, the provisions of this Clause shall apply. Any Letter of Credit provided by Lessee to Lessor will (“Letter i) be issued or confirmed and payable by the London or New York branch of Credit”a major international bank whose long-term unsecured, unsubordinated and unguaranteed debt obligations are rated by Xxxxx’x Investors Services Inc. or Standard and Poors Corporation not less than Bbb and BBB, respectively, and are not on credit-watch by any of such agencies,. (ii) be in substantially the form of Schedule 11 and in form and substance reasonably acceptable to Lessor, (iii) be issued as security for all payment obligations of Lessee to Lessor or any of its Affiliates under the Lease and each Other Agreement (including any and all Losses suffered or incurred by Lessor or any of its Affiliates in respect of which Lessee or any of its Affiliates is obligated under the Lease or any Other Agreement), and (iv) remain in full force and effect and may be drawn down by Lessor upon demand at any time or times following the form as is acceptable to Landlord, payable at an office in occurrence of a Default until the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under Required LC Expiry Date. (b) With the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approvalconsent of Lessor, which approval consent shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In additionunreasonably withheld, the Letter of Credit shall expressly provide for may have a validity period or periods ending prior to the following: Required LC Expiry Date, provided that (1i) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”shall, in each case, be renewed, extended or reissued and delivered to Lessor not later than thirty (30) that is one hundred twenty Business Days prior to its expiry; and (120ii) days after the expiration of the Term (as the Term may be extended). The a Letter of Credit may be shall remain in force at all times up to the Required LC Expiry Date. (c) If at any time during the Term the current issuing or confirming bank for one year periodthe Letter of Credit ceases to comply with the requirements specified in paragraph (c) above, provided Lessee shall promptly procure that the Letter of Credit is automatically extended for not less than issued or confirmed by another bank complying with such requirements. (d) If Lessor makes a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend drawing under the Letter of Credit, Lessee shall, following a demand in which case Tenant shall deliver to Landlord a replacement writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit not less than thirty (30) days to be restored to the level at which it stood immediately prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)such drawing.

Letter of Credit. Within twenty one (21a) days after the date that Upon execution of this Lease is fully executedby Lessee, Tenant Lessee shall deliver to Landlorddeposit with Lessor an unconditional, as protection for the full and faithful performance by Tenant irrevocable "evergreen" letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”)credit, in the form attached hereto as Exhibit "F" and made a part hereof or otherwise in form and substance reasonably acceptable to Lessor and from Silicon Valley Bank or such other bank as is reasonably acceptable to Landlord, payable at an office in Lessor (the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable "Issuing Bank”"), which letter of credit shall be in the amount of Security Deposit One Million Dollars ($1,000,000) (the “amount required to be posted by Lessee at any time during the Lease Term being hereinafter referred to as the "Required Amount") payable at the demand of Lessor without any accompanying certification (such letter of credit and any renewal thereof is hereinafter referred to as the "Letter of Credit"). The failure of Lessee to timely deliver the Letter of Credit Amount”). Tenant shall be an immediate and material Event of Default hereunder. (b) The Letter of Credit shall provide: (i) The Issuing Bank shall pay all expenses, points, to Lessor or fees incurred by Tenant its duly authorized representative in obtaining an amount up to the Required Amount upon presentation of only the Letter of Credit and any replacement Letter a sight draft in the amount to be drawn; (ii) Draws can be made by Lessor in a New York City or San Xxxx xxxxxx of Credit. The bank issuing Issuing Bank, or by facsimile transmission of a copy of the Letter of Credit (and a sight draft in the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards amount to be approved an Acceptable drawn to a telephone number provided by Issuing Bank, Tenant shall deliver a replacement in United States Dollars; (iii) The Letter of Credit from another Bank approved by Landlord shall be deemed automatically renewed, without amendment, for consecutive periods of one year each (provided that meets at such time as the standards remaining Lease Term of the Lease is less than one year, the Letter of Credit may be renewed for an Acceptable the remaining Lease Term plus thirty (30) days) unless the Issuing Bank within sends written notice (the earlier of (i"Non-Renewal Notice") to Lessor by certified mail, return receipt requested, not less than thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed; (iv) Lessor, after its receipt of the issuing Bank will not renew or extend Non-Renewal Notice, shall have the right, exercisable by sight draft only, to receive the monies represented by the Letter of Credit (which monies shall be held by Lessor as a cash deposit pending the replacement of such Letter of Credit); and (v) In the event of a transfer of Lessor's entire interest in the Lease, in which case Tenant shall deliver to Landlord a replacement the Letter of Credit shall be transferable by Lessor in accordance with the instructions of the Issuing Bank, at no cost to Lessor. (c) Provided that (i) Lessee has not less previously been in default of this Lease more than three (3) times during the Lease Term (without regard to whether such default was cured during the applicable grace period (if any)), and (ii) Lessee is not then in default (without regard to any applicable notice or grace period), the Required Amount shall be reduced as follows (the "Reduction"): (i) on the second anniversary of the Commencement Date, to Five Hundred Thousand Dollars ($500,000); (ii) on the third anniversary of the Commencement Date, to Three Hundred Thousand Dollars ($300,000); and (iii) on the fourth anniversary of the Commencement Date, to Two Hundred Thousand Dollars ($200,000). (d) Lessor shall inspect the Leased Premises within thirty (30) days prior after Lessee surrenders the same in full to Lessor. Provided that no default has occurred and is then continuing and Lessee shall have timely vacated and surrendered the scheduled expiration date of Leased Premises in the then existing condition required by this Lease on the Stated Expiration Date, Lessor shall return the Letter of Credit held to Lessee on or before the thirtieth (30th) day after the Stated Expiration Date. If such inspection identifies any conditions at the Leased Premises not in compliance with the Lease, Lessor may draw upon the Letter of Credit in the amount determined by Landlord without Lessor to correct any action whatsoever on such conditions and, if Lessee is not then otherwise in default hereunder, Lessor shall return the part original Letter of Landlord;Credit to Lessee. (3e) Lessee agrees that (x) in the event Lessee is in default beyond any applicable notice and grace period (if any) in respect of any of the teens, provisions and conditions of this Lease, including, without limitation, the payment of Base Rent or any item of Additional Rent, Lessor may, without notice, draw the proceeds of the Letter of Credit in the amount of such default and apply such proceeds for the payment of any such Base Rent or item of Additional Rent as to which Lessee is in default, or for any sum which Lessor may expend or may be required to expend by reasons of such default by Lessee, including without limitation, any damages or deficiency in the reletting of the Leased Premises (collectively, the "Default Amount") and (y) if the Issuing Bank delivers a Non-Renewal Notice, Lessor may, without notice, draw the entire proceeds of the Letter of Credit and retain any of the proceeds drawn under the Letter of Credit as continued security for the faithful performance by Lessee of the terms, covenants and conditions of this Lease. Lessor shall be fully assignable by Landlord, its successors, and assignees give written notice to Lessee promptly after making any draw upon the Letter of its Credit. In the event of an assignment or transfer of Lessor's interest in the Leased Premises;Lease, Lessor shall transfer the Letter of Credit to the assignee or transferee thereof and Lessor shall thereupon be released by Lessee from all liability for the return of such Letter of Credit and Lessee agrees to look solely to the new Lessor for the return of said Letter of Credit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Letter of Credit to a new Lessor. Lessee further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit and that neither Lessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (4f) If Lessor applies any part of the proceeds of the Letter of Credit (or any cash in lieu thereof) Lessee shall permit partial draws not be deemed to have cured the Event of Default which gave rise to the application of any part of the proceeds of the Letter of Credit unless and multiple presentations and drawings; and until Lessee shall have deposited with Lessor, the amount so applied (the "Deficiency"), so that Lessor shall have the Required Amount on deposit at all times during the Lease Term. In the event that Lessee does not deliver the Deficiency in cash or an additional letter of credit within five (5) business days after Lessor shall be otherwise subject have given written notice to Lessee that it has drawn the Default Amount pursuant to clause (e) above, Lessor may, without notice, draw the remaining amount of the Letter of Credit and hold the same as continued security for the faithful performance by Lessee of the terms, covenants and conditions of this Lease. (g) Whenever Lessor draws down on the entire Letter of Credit as a result of the Issuing Bank's delivery of a Non-Renewal Notice or as the result of Lessee's failure to deliver the Deficiency as required in clause (f) hereof, Lessor agrees that it shall hold the proceeds thereof in excess of the portion applied by Lessor as a result of any applicable default by Lessee, as the security hereunder (in which case such cash shall constitute trust funds). Notwithstanding the terms of the preceding sentence, if Lessee shall at any time thereafter deliver a new letter of credit in the Required Amount, then Lessor shall promptly refund to Lessee such cash as has not been applied by Lessor pursuant to the Uniform Customs and Practices for Documentary Credits, International Chamber terms of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)this Lease.

Letter of Credit. Within twenty one (21) days after In lieu of a cash Security Deposit, the date that this Lease is fully executed, Tenant shall deliver Security Deposit to Landlord, as protection for the full and faithful performance be delivered by Tenant of all of its obligations under this Lease and for all losses and damages to Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result be in the form of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued ) governed by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 590, as revised from time to time, in an amount the amount set forth in Section K of the Summary, issued to Landlord, as beneficiary, in form and substance reasonably satisfactory to Landlord, by Bank of America, Xxxxx Fargo Bank or other bank reasonably approved by Landlord and qualified to transact banking business in California with an office in the Greater San Francisco Bay Area at which drafts drawn on the Letter of Credit 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 Lease Term and any extension thereof. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Landlord to any successor or assignee of Landlord under this Lease. Tenant shall pay any fees related to the issuance or amendment of the Letter of Credit, including, without limitation, any transfer fees. The Letter of Credit shall permit partial draws. The Letter of Credit shall provide that it will be automatically renewed until thirty (UCP600)30) days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address herein at least sixty (60) days prior to the expiration thereof. If, or not later than thirty (30) days prior to the International Standby Practices-ISP 98expiration of the Letter of Credit, International Chamber Tenant fails to furnish Landlord with a replacement Letter of Commerce Publication NoCredit pursuant to the terms and conditions of this Section, then Landlord shall have the right to draw the full amount of the Letter of Credit, by sight draft, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to the terms and conditions of Section 6.1 above. 590 (1998)In such event, Landlord may keep the Security Deposit in its general funds and shall not be required to pay interest to Tenant on the deposit amount.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby The Letter of Credit (“Letter shall be an unconditional, irrevocable, negotiable standby letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, credit running in favor of Landlord and issued by shall be a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Creditsigned draft. The bank issuing issuer of the Letter of Credit (the “BankIssuer”) shall (1) be subject a solvent, nationally recognized commercial bank that is acceptable to Landlord’s prior written approvalLandlord in its reasonable discretion, which approval shall not be withheld by Landlord (2) have a branch located in San Diego County, California and Bellevue, Washington (provided that if the proposed Issuer is Silicon Valley Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent (“SVB”), it shall be sufficient to have a branch located in Santa Clara, California) capable of honoring a demand upon such Letter of Credit and allow presentation of the Letter of Credit by overnight courier delivery and by facsimile presentation, (3) be chartered under the laws of the United States, any State thereof or taken over the District of Columbia, (4) be insured by the Federal Deposit Insurance Corporation Corporation; and (5) have a long term rating of BBB+ or any governmental agency for any reason or does not meet higher as rated by Standard & Poor’s (collectively, the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement “Letter of Credit from another Bank approved by Landlord Issuer Requirements”). Provided that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, SVB satisfies the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sightIssuer Requirements, irrevocable, and unconditional; (2) Landlord confirms that SVB is an acceptable Issuer. The Letter of Credit shall be maintained in effect, whether through renewal replacement, renew or extension, throughout the entire Lease Term and for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is an additional one hundred twenty (120) days after following the expiration or earlier termination of the Term (as the Term may be extended)Lease. The Letter of Credit may Credit, and any extensions or renewals thereof, shall be substantially in the form and content as attached hereto as Exhibit “A”, shall be for one year period, provided the Letter a term of Credit is automatically extended for not less than a one year or, if the remaining portion of the Lease Term is less than one year, then for such period unless the issuing Bank provides written notice plus one hundred twenty (120) days, and shall be irrevocable during that term. The Letters of Credit covering subsequent periods shall be obtained and delivered to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then then-existing Letter of Credit held by Landlord Credit, without any action whatsoever on the part of Landlord; (3) . The term for each such Letter of Credit shall begin no later than the expiration date of the previous Letter of Credit and shall comply with all requirements of this Section 1.1. The Letter of Credit shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the The Uniform Customs and Practices Practice for Documentary Credits, ” (2007 Revision) International Chamber of Of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)600.

Letter of Credit. Within twenty one In addition to the cash Security Deposit, Tenant will deliver to Landlord within ten (2110) days after the date that following Xxxxxx’s execution and delivery of this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, credit payable at an office in the San Francisco Bay Area, California, running in favor California issued for the benefit of the Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)reasonably satisfactory to Landlord, in the amount of Security Deposit Eight Hundred Thousand Dollars ($800,000.00) (the “Letter of Credit AmountCredit”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the The Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall will be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide irrevocable for the following: term thereof and will provide that it is automatically renewable for a period ending not earlier than sixty (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (12060) days after the expiration of the Term (as without any action whatsoever on the Term may be extended)part of Landlord. The However, the issuing bank will have the right not to renew said Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides on written notice to Landlord given not less than sixty (60) days prior before the expiration of the Term (it being understood, however, that the privilege of the issuing bank not to renew said letter of credit will not, in any event, diminish the obligation of Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the expiration of the Term). (a) The Letter of Credit must be issued by a bank reasonably satisfactory to Landlord, in a form reasonably acceptable to Landlord, and must provide, among other things, in effect that: (i) Landlord, or its then managing agent, will have the right to draw down an amount up to the then expiration date face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Xxxxxxxx’s then managing agent’s) statement that the drawer is entitled to draw upon the Letter of Credit pursuant to this Lease, it being understood that if Landlord or its managing agent is a corporation, limited liability company, partnership or other entity, then such statement will be signed by an officer or member (if a corporation or limited liability company), a general partner (if a partnership), or any authorized party (if another entity); (ii) The Letter of Credit will be honored by the issuing Bank bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; (iii) In the event of a transfer of Landlord’s interest in the Property, Landlord will have the right to transfer the Letter of Credit to the transferee at no cost to Landlord or transferee, and thereupon, Landlord will, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said Letter of Credit to a new landlord; (iv) Tenant further covenants that it will not assign or xxxxxxxx said Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (b) Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than sixty (60) days after the expiration of the Term, or the issuing bank notifies Landlord that it will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord will accept a replacement renewal thereof or substitute Letter of Credit (such renewal or substitute letter of credit to be in effect not less later than thirty (30) days prior to the scheduled expiration date thereof), irrevocable and automatically renewable as above provided to sixty (60) days after the end of the then existing Term 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, or (ii) if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section 6.2, Tenant, at least thirty (30) days before the expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Section 6.2, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth in this Section 6.2 hereof, failing which the Landlord may present such letter of credit to the bank, in accordance with the terms of this Section 6.2, and the entire sum secured thereby will be paid to Landlord, to be held by Landlord without any action whatsoever on the part of Landlord;as provided in this Section 6.1. (3c) Subject to the terms of this Section 6.1, and further provided Tenant has paid all Rent due under this Lease when due or after notice and within the applicable cure period, during each 12-month period immediately preceding the effective date of any reduction in the Letter of Credit, Tenant shall have the right to reduce the amount of the Letter of Credit on each anniversary of the Commencement Date through the Lease Term by the amount of Eighty Thousand Dollars ($80,000.00) per annum. If Tenant is not entitled to reduce the Letter of Credit as of a particular anniversary of the Commencement Date due to Tenant’s failure to timely pay all Rent beyond all applicable notice and cure periods during the 12 months prior in time, then the right to all subsequent reduction(s) shall be fully assignable by Landlordterminate. Notwithstanding anything to the contrary contained in this Section 6.1(c), its successorsthe occurrence of any material default under this Lease that has not been cured after notice and within the applicable cure period, and assignees shall extinguish all further right to reduce the amount of its interest the Letter of Credit as described herein. Any reduction in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) Letter of Credit shall be accomplished by Tenant providing Landlord with a substitute letter of credit in the reduced amount and otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber in compliance with all terms of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)this Section.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full Bankers' Acceptance Facility. From and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from including the date of this Lease Agreement and continuing until prior to the date Facility Termination Date, Fleet agrees, on the terms and conditions set forth in this Agreement, upon request of the Borrower, to (i) issue Letters of Credit, subject to the “L/C and B/A Facility Limit, with Letter of Credit Expiration expiration dates of not more than 90 days beyond the Facility Termination Date”, and (ii) that is one hundred twenty permit Bankers' Acceptances, subject to the L/C and B/A Facility Limit, with expiration dates of not more than 90 days beyond the Facility Termination Date, and with any such Bankers' Acceptances obtained in connection with Letters of Credit issued hereunder having expiration dates of not more than 150 days beyond the Facility Termination Date (120) days after the expiration "L/C and B/A Facility"). L/C and B/A Facility Limit means the obligation of Fleet pursuant to this Section 2.1.B and subject to Borrowing Capacity (dollar for dollar based upon the aggregate stated amount of all such Letters of Credit and Bankers' Acceptances outstanding), to issue Letters of Credit and permit Bankers' Acceptances up to an aggregate stated amount of all such Letters of Credit and Bankers' Acceptances outstanding at any given time of $10,000,000, minus the aggregate outstanding amount of any Loan or Loans made by Fleet in excess of the Term (as Aggregate Commitment based upon availability under the Term may be extended)L/C and B/A Facility Limit. The Notwithstanding the foregoing, Fleet shall, subject to Borrowing Capacity, issue Letters of Credit and permit Bankers' Acceptances of up to $5,000,000 in excess of the L/C and B/A Facility Limit based upon availability under the Commitment in an amount sufficient to fully cover, Dollar for Dollar, the amount of any such Letter of Credit may or Bankers' Acceptance in excess of the L/C and B/A Facility Limit. Availability under the Commitment shall be reduced, Dollar for one year periodDollar, provided the in an amount equal to any such Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date issued or Bankers' Acceptance permitted by Fleet in excess of the Letter L/C and B/A Facility Limit. Obligations of Credit that the issuing Bank will not renew or extend the Letter of Credit, up to $5,000,000 in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date excess of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) L/C and B/A Facility Limit shall be fully assignable evidenced by Landlord, its successors, the Back-Up L/C and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)B/A Demand Note.

Letter of Credit. Within twenty one (21) days after Concurrently with the date that execution of this Lease is fully executedAssignment Agreement, Tenant Assignee shall deliver to Landlord, as protection collateral for the full and faithful performance by Tenant Assignee of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this the Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), substantially in the form attached as is acceptable to LandlordExhibit A hereto and made a part hereof, and containing the terms required herein, payable at an office in the San Francisco Bay AreaCounty of Los Angeles, California, running in favor of Landlord and Landlord, issued by a solvent, nationally recognized solvent bank with a long term rating of BBB or higher, reasonably approved by Landlord under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)National Banking Association, in the amount of Security Deposit $1,000,000.00 (the “Letter of Credit LC Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may shall be: a) at sight and irrevocable; b) maintained in effect for the entire period from the date of execution of this Assignment Agreement through the date (“Lease Expiration Date”) which is sixty (60) days following the expiration of the term of the Lease, provide that the expiration date thereof shall be no earlier than the Lease Expiration Date or provide for one year periodautomatic renewal thereof at least through the Lease Expiration Date, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank bank provides at least sixty (60) days prior written notice to Landlord not less than of such non-renewal by certified mail, return receipt requested at the address set forth on the form of Letter of Credit attached as Exhibit A, and Assignee shall deliver a new Letter of Credit to Landlord at least sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3c) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, Credits (1993-Rev) International Chamber of Commerce Publication No#500; and d) fully assignable by Landlord in connection with any number of transfers of Landlord’s interest in the Lease (with Assignee bearing any fees, costs or expenses in connection with any such transfer), and permit partial draws. 600 In addition to the foregoing, the form and terms of the Letter of Credit (UCP600and the bank issuing the same) shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: i) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that Landlord is entitled to make such drawing under the Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); ii) the International Standby Practices-ISP 98Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Assignee disputes the content of such statement; and iii) in the event of a transfer of Landlord’s interest in the Building, International Chamber Landlord shall transfer the Letter of Commerce Publication NoCredit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Assignee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. 590 If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the LC Amount, Assignee shall, within five (19985) business days thereafter, provide Landlord with an additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 6, and if Assignee fails to comply with the foregoing, the same shall constitute an uncurable default by Assignee. Assignee further covenants and warrants that it will neither assign nor encumber the Letter of Credit, or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Lease Expiration Date, Landlord will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the Lease Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Assignee fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section 6, Landlord shall have the right to present the Letter of Credit to the issuing bank in accordance with the terms of this Section 6, and the entire sum evidenced thereby shall be paid to and held by Landlord as cash (the “Cash Collateral”) to be held as collateral for performance of all of Assignee’s obligations under the Lease and for all losses and damages Landlord may suffer as a result of any default by Assignee under the Lease pending Assignee’s delivery to Landlord of the required replacement letter of credit in the LC Amount and otherwise complying with all of the provisions of this Section 6. Upon delivery of such replacement letter of credit, any Cash Collateral held by Landlord shall be returned to Assignee. Landlord shall have the right to hold Cash Collateral in a deposit account in the name of Landlord and commingle the Cash Collateral with its general assets and Assignee hereby grants Landlord a security interest in the Cash Collateral. Assignee shall not be entitled to any interest earned on the Cash Collateral. One Westwood / L’ctat Francais / ST / July 24, 2007 If there shall occur a default under the Lease beyond any applicable grace period, Landlord may, but without obligation to do so, draw upon the Letter of Credit and/or utilize the Cash Collateral, in part or in whole, to cure any default of Assignee and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Assignee’s default. Assignee agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Assignee and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of the Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Landlord and Assignee acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or Cash Collateral be: a) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7; b) subject to the terms of such Section 1950.7; or c) intended to serve as a “security deposit” within the meaning of such Section 1950.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executedIn lieu of a Security Deposit, Tenant shall have the right to deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, breach or default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form attached to this Lease as is acceptable to LandlordExhibit I and containing the terms required in this provision, payable at an office in the Cities of Santa Xxxxx or San Francisco Bay AreaJose, California, running in favor of Landlord and issued by a Silicon Valley Bank or another solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)association, in the amount of Security Deposit Two Million Seven Thousand Two Hundred Sixty and 37/100ths Dollars (the $2,007,260.37) (“Letter of Credit Amount”). Tenant shall deliver the Letter of Credit to Landlord no later than five (5) Business Days after the mutual execution and delivery of this Lease. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; ; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease Commencement Date and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Term, and Tenant shall deliver a new Letter of Credit may be for one year period, provided the Letter or certificate of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice renewal or extension to Landlord not less than at least sixty (60) days prior to before the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord Landlord, without any action whatsoever on the part of Landlord; ; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; assigns; (4) shall permit partial draws and multiple presentations and drawings; and (e) be honored by the bank issuing the same (“Bank”) regardless of whether Tenant disputes Landlord’s right to draw on the Letter of Credit; and (5) shall be otherwise subject to the Uniform Customs and Practices Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), ) or the International Standby Practices-ISP 98ISP98, International Chamber of Commerce Publication No. 590 (1998). In addition, the form and terms of the Letter of Credit and the issuing Bank shall be acceptable to Landlord, in Landlord’s sole discretion. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (1) such amount is due to Landlord under the terms and conditions of this Lease; (2) Tenant has filed a voluntary petition under any chapter of the U.S. Bankruptcy Code or any similar state law (collectively, “Bankruptcy Code”); (3) Tenant has assigned any or all of its assets to creditors in accordance with any federal or state laws; (4) an involuntary petition has been filed against Tenant under any chapter of the Bankruptcy Code; or (5) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the Letter of Credit Expiration Date. (b) The Letter of Credit shall also provide that Landlord, its successors, and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person, or entity, regardless of whether such transfer is separate from or a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in the Leased Premises, Landlord shall transfer the Letter of Credit, in whole or in part, to the transferee and Landlord shall then, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions of this Article shall apply to every transfer or assignment of the whole or any portion of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents, and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection with any such transfer. (c) If, as a result of Landlord drawing on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) Business Days after the drawdown by Landlord, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Section 17.07(ii). If Tenant fails to comply with this requirement, despite anything to the contrary contained in this Lease, the same shall constitute an incurable default by Tenant. (d) Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part of it and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal of the letter of credit (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than sixty (60) days before the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as required in section above through the Letter of Credit Expiration Date on the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth above, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the terms hereof, and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and 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 breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within thirty (30) days after the Letter of Credit Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not (1) applied against any Rent payable by Tenant under this Lease that was not paid when due or (2) used to pay for any losses and damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease; provided, however, that if before the Letter of Credit Expiration Date a voluntary petition under the Bankruptcy Code is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either (x) all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or (y) such bankruptcy or reorganization case has been dismissed. (e) Tenant acknowledges and agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach or default on the part of Tenant under this Lease. If Tenant shall breach any provision of this Lease or otherwise be in default under this Lease, Landlord may, but without obligation to do so, and without notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, including any damages that accrue upon termination of the Lease under the Lease and/or California Civil Code §1951.2 or any similar provision. Landlord’s use, application, or retention of any proceeds of the Letter of Credit, or any portion of it, shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either before or following a draw by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw on the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a draw on such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (1) the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank; (2) Tenant is not a third party beneficiary of such contract; (3) Tenant has no property interest whatsoever in the Letter of Credit or the proceeds of it; and (4) if Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim or rights to the Letter of Credit or the proceeds of it by application of 11 USC §502(b)(6) or otherwise. (f) Tenant may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit: (1) becomes effective at least sixty (60) days before expiration of the Letter of Credit that it replaces; (2) is in the required Letter of Credit amount; (3) is issued by a Letter of Credit bank acceptable to Landlord; and (4) otherwise complies with the requirements of this Section 17.07(ii). (g) Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal or proceeds of it be (1) deemed to be or treated as a “security deposit” within the meaning of California Civil Code §1950.7, (2) subject to the terms of §1950.7, (3) intended to serve as a “security deposit” within the meaning of §1950.7, or (4) limit Landlord’s remedies hereunder. Landlord and Tenant (x) confirm that the Letter of Credit is not intended to serve as a security deposit and §1950.7 and any and all other laws, rules, and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy to the Letter of Credit and (y) waive any and all rights, duties, and obligations either party may now or in the future have relating to or arising from the Security Deposit Laws.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executedSublessee, Tenant at Sublessee's sole cost and expense, shall deliver to Landlord, as protection for the full and faithful performance by Tenant provide a letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), credit in the amount of Security Deposit $60,000.00 for the first two full years of the Sublease In the event Sublessee defaults, or has defaulted on any monetary obligation under this Sublease (Monetary Default) in the “first two (2) years of the Term hereof, Sublessee shall maintain a letter of credit in the amount of $60,000.00 for a period extending two full years from the last date upon which Sublessee Monetary Default has occurred. The letter of credit shall be in the form of an irrevocable, unconditional, and clean letter of credit, payable at sight and upon demand, in form and substance acceptable to Sublessor in its sole and absolute discretion, from Citibank, N.A., Bank of America, N.A. or Xxxxx Fargo Bank, N.A. or another national bank acceptable to Sublessor with offices in San Francisco or Marin, County, California that will accept and pay on any draw on said letter of credit ("Letter of Credit"). The Letter of Credit Amount”)shall designate Sublessor as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Sublessor) at no cost or expense to beneficiary. Tenant The letter of credit shall pay all expenses, points, be for a minimum period of two years Sublessor shall have the right to draw (in whole or fees incurred by Tenant in obtaining part) on the Letter of Credit and any replacement Letter of Credit. The bank issuing time it would otherwise have the Letter of Credit (the “Bank”) shall be subject right to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation apply all or any governmental agency for any reason or does not meet portion of the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter Security Deposit under the terms of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agencySublease. In additionHowever, the Letter of Credit shall expressly provide for that it may be drawn by Sublessor (or assignee) upon presentation by Sublessor to the following: issuing bank (1at its offices in San Francisco or Marin, County, California) of a sight draft(s), together with a statement from Sublessor that the amount requested by Sublessor is due and owing to Sublessor and shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal payable by the bank without inquiry or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration any other documentation or further action required of the Term (as the Term may be extended)bank, Sublessor, or Sublessee. The Letter of Credit may be for one year period, provided All costs and expenses to obtain the Letter of Credit is automatically extended for and all renewals shall be borne by Sublessee. Notwithstanding the foregoing, in the event Sublessee has not less than a one year period unless been in default hereunder during the issuing Bank provides written notice to Landlord not less than sixty first two (602) days prior to the then expiration date full years of the Sublease Term, Sublessee's obligation to maintain a Letter of Credit that for the issuing Bank will not renew or extend the Letter benefit of Credit, in which case Tenant Sublessor shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)terminate.

Letter of Credit. (A) Within twenty one fifteen (2115) days after the date that this Lease is fully executedexecution hereof, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement clean, unconditional, irrevocable, transferable letter of credit (the "Letter of Credit") in form, and issued by a financial institution ("Issuer") satisfactory to Landlord in Landlord's sole discretion. The Letter of Credit not less than thirty shall be in the amount of Four Hundred Eighty-Five Thousand and 00/100 Dollars (30) days prior $485,000.00), name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a written statement signed by Landlord or Landlord's authorized agent stating that Landlord is drawing down on the Letter of Credit pursuant to the scheduled terms of this, Lease. Landlord shall be entitled to draw the entire amount under the Letter of Credit if either (i) Tenant commits an Event of Default under this Lease, (ii) Tenant does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution satisfactory to Landlord in Landlord's sole discretion in the amount and form of the initial Letter of Credit no later than one month before the expiration date of the then existing Letter of Credit, or (iii) upon a proposed sale or other transfer of the Building, the Land, this Lease, or Landlord (including consolidations, mergers or other entity changes Tenant does not deliver to any such transferees, successors or assigns a replacement Letter of Credit pursuant to the provisions of (c) below. Any amount drawn under the Letter of Credit shall be held or applied by Landlord without as a Security Deposit, subject to, the terms of Section 4 of this Lease. (B) Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit and neither Landlord nor its successors or assigns shall be bound by any action whatsoever such assignment or encumbrance or attempted assignment or encumbrance. (C) If Landlord shall be holding the Letter of Credit as security, then, in the event of a proposed sale or lease of the Building by Landlord, Tenant will, upon ten (10) Business Days' notice, at its sole cost and expense, cause the issuing bank to consent to the assignment or to issue a substitute letter of credit on identical terms except for the part stated beneficiary, from the same issuing bank or another bank acceptable to Landlord in Landlord's sole discretion, naming the new landlord as the beneficiary thereof upon delivery by Landlord of Landlord;the then outstanding Letter of Credit. (D) If, and only if, (x) there has been no Event of Default under the Lease during the eighteen (18) months prior to Reduction Date (as hereinafter defined) and (y) during each of Tenant's four (4) most recent accounting quarters immediately prior to the Reduction Date Tenant has publicly reported positive net income equal to three (3) shall be fully assignable by Landlord, its successorstimes the sum of (A) the Base Rent, and assignees (B) the actual Additional Rent (as such Base Rent and Additional Rent may from time to time change) for each of its interest in the Leased Premises; same four (4) accounting quarters for which net income is being compared, then when all of the preceding conditions contained in this subsection (d) have been satisfied (the "Reduction Date"), then the amount remaining available to be drawn under the Letter of Credit shall permit partial draws and multiple presentations and drawings; andbe reduced in twelve month increments, beginning twenty-four months after the Commencement Date, so the amount available to be drawn under the Letter of Credit shall be as follows: Months (counting from the Commencement Date through Amount Available applicable monthly anniversary of Commencement Date Under the Letter of Credit ---------------------------------------------------------------------------------------- 01 - 24 $485,000.00 25 - 36 $388,000.00 37 - 48 $291,000.00 49 - 60 $194,000.00 (5E) shall be otherwise subject If (i) there is an initial public offering ("IPO") of Tenant' s stock on any public stock exchange, and (ii) there has been no Event of Default under the Lease during the eighteen (18) months prior to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600)IPO, or at any time thereafter, then six (6) months after the International Standby Practices-ISP 98IPO Landlord agrees to review, International Chamber in Landlord's sole discretion, the Letter of Commerce Publication NoCredit requirement, taking into account Tenant's financial strength, including net income, following the IPO and Tenant's obligations under the Lease at that time, including obligations with respect to any additional space leased by Tenant hereunder. 590 (1998)Based upon such review Landlord agrees to consider, in Landlord's sole discretion, waiving the requirement of the Letter of Credit.

Letter of Credit. Within twenty one (21) days after As a condition to Subtenant taking possession of the date that this Lease is fully executedSub-Sublease Premises, Tenant Sub-Subtenant shall deliver to Landlorddeposit with Sub-Sublandlord, as protection security for the full and faithful performance by Tenant Sub-Subtenant of all of its obligations under the terms, covenants and conditions of this Lease Sub-Sublease to be kept and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform performed by Tenant under this LeaseSub-Subtenant during the Term hereof, an unconditional, irrevocable standby letter of credit issued by a commercial bank (the “Issuing Bank”) and unconditional negotiable standby Letter in a form reasonably acceptable to Sub-Sublandlord, providing for payment in whole or in part at a location in the San Francisco metropolitan area against presentation of Credit Sub-Sublandlord’s drafts at sight without conditions in an amount equal to $150,000.00 (the “Letter of Credit”). Provided, however, the face amount of the Letter of Credit shall automatically be reduced (the “Reduction Process”) by $37,500 on each of December 1, 2010, December 1, 2011 and December 1, 2012 (each of said dates to be referred to herein as a “Reduction Date”) but only so long as Sub-Subtenant has not and does not commit a Letter of Credit Default (defined below) as of any such Reduction Date. If Sub-Subtenant has or does commit a Letter of Credit Default, then the Reduction Process shall terminate upon written notice thereof by Sub-Sublandlord to the Issuing Bank, in which event the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision face amount of the Superintendent Letter of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), Credit shall remain in the amount which existed on the date of Security Deposit (the occurrence of the Letter of Credit Default. For purposes of this Paragraph 5, the phrase “Letter of Credit Amount”)Default” means that one or more of the following has occurred: (i) Sub-Subtenant failed to pay any Rent on the date when due; or (ii) Sub-Subtenant committed any breach or default under this Sub-Sublease (other than the breach or default referenced in the immediately preceding subparagraph) and failed to cure said breach or default by expiration of all applicable cure periods. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining At no time will the face amount of the Letter of Credit and any replacement be less than $37,500.00. The Letter of Credit shall be maintained in effect in the amount required hereunder, whether through replacement, renewal or extension, as provided below, or by substitution with cash in the then required face amount of the Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of must: (i) thirty (30) days after notice from Landlord have an expiration date that the Bank does not meet the standard automatically extends for an Acceptable Issuing Bank, or (ii) the annual periods to a date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less no earlier than sixty (60) days prior to after the then expiration date last day of the Letter of Credit Term hereof (after which it will expire), and (ii) be renewed annually unless the Issuing Bank provides Sub-Sublandlord and Sub-Subtenant with at least thirty (30) days notice that the issuing Issuing Bank will has elected not renew or to extend the Letter of Credit, in which case Tenant shall deliver event Sub-Subtenant must submit to Landlord Sub-Sublandlord a replacement Letter of Credit not less or cash in the then required face amount of the Letter of Credit no later than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part then in effect. Failure to timely deliver a replacement Letter of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest Credit or cash in the Leased Premises; then required face amount of the Letter of Credit to Sub-Sublandlord at least thirty (430) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject days prior to the Uniform Customs expiration of the Letter of Credit, shall entitle Sub-Sublandlord to draw upon the Letter of Credit in full and Practices for Documentary Creditsto retain the cash proceeds thereof, International Chamber of Commerce Publication No. 600 (UCP600)as a security deposit, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)in accordance with this Paragraph 5.

Letter of Credit. Within twenty one (21) days after the date that As a material inducement to Landlord to ---------------- enter into this Lease is fully executedLease, Tenant shall deliver to Landlord at the time that Tenant executes and delivers this Lease, that certain unconditional irrevocable letter of credit in the original amount of $500,000 (the "Letter of Credit"), a copy of which is attached here to as Exhibit E. The Letter of Credit (or any --------- replacement thereof as described below) shall: (a) be in the form and substance approved by Landlord; (b) name Landlord or such person or entity which Landlord may from time to time designate, as the beneficiary under the Letter of Credit; (c) specifically allow Landlord to draw upon it at any time and from time to time by delivering to the issuer of the Letter of Credit written notice certified as being true by Landlord certifying to such issuer that Landlord is entitled to draw thereunder pursuant to the terms of this Lease; (d) expire no earlier than ninety (90) days after the end of the Term of the Lease and (e) be drawn under an FDIC-insured financial institution located in the central business district of the City of Chicago approved by Landlord. The Letter of Credit shall have an expiration date no earlier than one (1) year after the date of issue, and Tenant agrees to cause the issuer of the Letter of Credit to renew the Letter of Credit, from time to time until such time as it has been released by Landlord as required herein, at least ninety (90) days prior to the expiration of the Letter of Credit upon the same terms and conditions. If the Premises are conveyed by Landlord, as protection for Tenant, upon written request, shall amend the full and faithful Letter of Credit to change the beneficiary thereunder to the successor landlord. In the event: (i) Tenant defaults in the performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter such default is not cured within the applicable notice period provided in this Lease (provided, however that, for purposes of Credit (“Letter of Credit”)this Section 17.1, in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expensesnot have the right to receive any notice with respect to a monetary default more than twice during the Term); or (ii) Tenant fails to deliver, points, renew or fees incurred by Tenant in obtaining replace the Letter of Credit within the applicable time limits and as otherwise provided herein, then, in any replacement such event, Landlord or its successor or assign, in addition to all rights and remedies which Landlord or its successor or assign, may have under this Lease or at law, shall have the right to present the Letter of Credit for payment and require the issuer of the Letter of Credit to make payment to Landlord or its successor or assign the entire amount represented by the Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld Any proceeds obtained by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, presenting the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, used and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (applied by Landlord as the Term may be extended). The Letter of Credit may be for one year period, Security Deposit as provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Section 5.6.

Letter of Credit. Within twenty one (21a) days after the date that this Lease is fully executed, Tenant shall deliver to Landlordcause an irrevocable, as protection for transferable letter of credit, substantially in the full and faithful performance by Tenant form of all of its obligations under this Lease and for all losses and damages Landlord may suffer Exhibit F attached hereto (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“the "Letter of Credit”"), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running be issued and outstanding in favor of Landlord and issued by a solventLandlord, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay at all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period times from the date of this Lease and continuing hereof until the date sixty (the “Letter of Credit Expiration Date”) that is one hundred twenty (12060) days after the expiration or earlier termination of the Term (as the Term may be extended)this Lease. The Each Letter of Credit may shall (i) be for one year periodissued by a domestic United States financial institution with a credit rating of at least A1 by Moodx'x Xxxestors Service, provided Inc. (or upon modification or replacement of such financial rating system, its then equivalent rating) (the "Required Credit Rating") and otherwise acceptable to Landlord (the "Letter of Credit Provider"), (ii) have an expiration date of not earlier than one calendar year following the date of issue, (iii) at all times be in an available amount (the "Required Letter of Credit Amount") of not less than nine (9) months of Base Rent, which as of the date hereof is $240,131.25, and (iv) provide that during the Term it shall be automatically extended for not less than a an additional period of one year period unless from the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then scheduled expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than unless at least thirty (30) days prior to such date Landlord receives from the scheduled Letter of Credit Provider thereof notice in writing that such Letter of Credit Provider elects not to renew such Letter of Credit for such additional period. If the Letter of Credit Provider elects not to renew such Letter of Credit for such additional period, then Tenant shall cause a new Letter of Credit to be issued in replacement thereof from a Letter of Credit Provider at least fifteen (15) days prior to the expiration date of the then existing Letter of Credit; provided, however, that Tenant shall not permit an existing Letter of Credit held to expire until such new Letter of Credit has been issued. (b) If, while a Letter of Credit is required to be outstanding hereunder, the financial rating of the Letter of Credit Provider providing the Letter of Credit is less than the Required Credit Rating, then Landlord may require Tenant to provide, and Tenant shall provide, a replacement Letter of Credit issued by a Letter of Credit Provider with a credit rating that meets the Required Credit Rating within thirty (30) days of demand therefor by Landlord, which replacement Letter of Credit shall comply with the terms of Section 1.04(a) hereof, provided that nothing in this Section 1.04(b) shall affect the obligations of Tenant under Section 1.04(a) hereof. Promptly following receipt of such replacement Letter of Credit, Landlord without any action whatsoever shall surrender the Letter of Credit being replaced to the Letter of Credit Provider thereof. (c) Notwithstanding the foregoing, on the part one year anniversary of Landlord; the Commencement Date and each anniversary thereafter, Landlord may (by providing written notice thereof to Tenant) reduce the Required Letter of Credit Amount by an amount equal to two (2) months of Base Rent if (i) Tenant shall have provided Landlord with Tenant's audited financial statements for the prior year (and any other financial statements required under Section 20.18 hereof), (ii) Landlord decides, in its sole discretion, that the financial condition of Tenant merits that the Required Letter of Credit Amount be so reduced and (iii) no Event of Default shall have occurred at any time during the Term; provided, however, that in no event shall the Required Letter of Credit Amount be less than an amount equal to three (3) shall be fully assignable by Landlord, its successors, and assignees months of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)Base Rent.

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby The Letter of Credit (“Letter shall be an unconditional, irrevocable, negotiable standby letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, credit running in favor of Landlord and issued by shall be a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Creditsigned draft. The bank issuing issuer of the Letter of Credit (the “BankIssuer”) shall (1) be subject a solvent, nationally recognized commercial bank that is acceptable to Landlord’s prior written approvalLandlord in its reasonable discretion, which approval shall not be withheld by Landlord (2) have a branch located in San Diego County, California and Bellevue, Washington (provided that if the proposed Issuer is Silicon Valley Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent (“SVB”), it shall be sufficient to have a branch located in Santa Clara, California) capable of honoring a demand upon such Letter of Credit and allow presentation of the Letter of Credit by overnight courier delivery and by facsimile presentation, (3) be chartered under the laws of the United States, any State thereof or taken over the District of Columbia, (4) be insured by the Federal Deposit Insurance Corporation Corporation; and (5) have a long term rating of BBB+ or any governmental agency for any reason or does not meet higher as rated by Standard & Poor’s (collectively, the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement “Letter of Credit from another Bank approved by Landlord Issuer Requirements”). Provided that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, SVB satisfies the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sightIssuer Requirements, irrevocable, and unconditional; (2) Landlord confirms that SVB is an acceptable Issuer. The Letter of Credit shall be maintained in effect, whether through renewal replacement, renew or extension, throughout the entire Lease Term and for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is an additional one hundred twenty (120) days after following the expiration or earlier termination of the Term (as the Term may be extended)Lease. The Letter of Credit may Credit, and any extensions or renewals thereof, shall be substantially in the form and content as attached hereto as Exhibit “A”, shall be for one year period, provided the Letter a term of Credit is automatically extended for not less than a one year or, if the remaining portion of the Lease Term is less than one year, then for such period unless the issuing Bank provides written notice plus one hundred twenty (120) days, and shall be irrevocable during that term. The Letters of Credit covering subsequent periods shall be obtained and delivered to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then then-existing Letter of Credit held by Landlord Credit, without any action whatsoever on the part of Landlord;. The term for each such Letter of Credit shall begin no later than the expiration date of the previous Letter of Credit and shall comply with all requirements of this (3) Section 1.1. The Letter of Credit shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the The Uniform Customs and Practices Practice for Documentary Credits, ” (2007 Revision) International Chamber of Of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)600.

Letter of Credit. Within twenty one (21) days after In order to secure the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its Agent’s obligations under this Lease Agreement, in respect of (x) the payment of the Remaining Guaranteed Amount, and for all losses (y) Expenses of the Sale on the Payment Date, Agent shall furnish Merchant an irrevocable standby letter of credit naming Merchant and damages Landlord may suffer GECC as co-beneficiaries (or that Landlord reasonably estimates it may suffercollectively, the “Beneficiaries”) as a result beneficiary in the aggregate original face amount equal to the sum of any breach(i) ten percent (10%) of the estimated Guaranteed Amount, default or failure to perform plus (ii) three (3) weeks estimated Expenses that would be payable by Tenant under this LeaseMerchant, an irrevocable and unconditional negotiable standby Letter which shall be in the form of Credit Exhibit 3.4 hereof (collectively, the “Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter shall have an expiry date of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less no earlier than sixty (60) days prior to after the then expiration date of Sale Termination Date. Unless the Letter of Credit that the issuing Bank will not renew or extend the Letter of Creditparties shall have mutually agreed, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than consultation with GECC, that they have completed the final reconciliation under this Agreement, then, at least thirty (30) days prior to the scheduled expiration date of initial or any subsequent expiry date, the then existing Beneficiaries shall receive an amendment to the Letter of Credit held solely extending (or further extending, as the case may be) the expiry date by Landlord without any action whatsoever on at least sixty (60) days. If the part Beneficiaries fail to receive such amendment to the Letter of Landlord; Credit no later than thirty (30) days before the expiry date, then all amounts hereunder shall become immediately due and payable and the Beneficiaries, individually or collectively, shall be permitted to draw under the Letter of Credit in payment of amounts owed and the Beneficiaries shall hold the balance of the amount drawn under the Letter of Credit as security for amounts that may become due and payable to Merchant hereunder. At Agent’s request, the Beneficiaries shall take all actions reasonably required to reduce the amount available to be drawn under the Letter of Credit by amounts credited against the Guaranteed Amount; provided, however, that the Letter of Credit shall not be reduced below three (3) weeks of estimated Expenses of the Sale. In the event that Agent, after receipt of three (3) business days notice (which notice shall not be required if Agent or any member of Agent shall be fully assignable by Landlorda debtor under title 11, its successorsUnited States Code), and assignees fails to pay the Guaranteed Amount, or portion thereof or any Expenses when due, the Beneficiaries, individually or collectively, may draw on the Letter of its interest Credit in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject an amount equal to the Uniform Customs and Practices for Documentary Creditsunpaid, International Chamber past due, amount of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber Agent’s obligations hereunder that is not the subject of Commerce Publication No. 590 (1998)a reasonable dispute.

Letter of Credit. Within twenty one thirty (2130) days after following the date that full execution of this Lease is fully executedLease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is reasonably acceptable to Landlord, payable at an office in the San Francisco Bay Area, CaliforniaCalifornia or permit the draw of the letter of credit by overnight courier, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount provided in Section 1.11 of Security Deposit this Lease (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. As of the Lease Reference Date, subject to the remainder of this Section 8.3, Square 1 Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty sixty (12060) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one (21a) days after Concurrently with the date that execution of this Lease is fully executedLease, Tenant shall deliver to LandlordLandlord an unconditional, as protection for the full and faithful performance by Tenant irrevocable standby letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit credit (“Letter of Credit”), ) which conforms in form and substance to the form attached as Exhibit “I” (or is otherwise acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord ) and which: (i) is issued by a solvent, nationally recognized United States federal or state chartered bank with (“Issuer”) that is a long term rating of BBB or higher, under the supervision member of the Superintendent New York Clearing House Association or is a commercial bank or trust company, all as reasonably acceptable to Landlord; (ii) names Landlord as beneficiary thereunder; (iii) has a term ending not less than one year after the date of Banks issuance; (iv) automatically renews for one-year periods unless Issuer notifies beneficiary in writing, at least 60 days prior to the expiration date, that Issuer elects not to renew the Letter of the State Credit; (v) provides for payment to beneficiary of California, or a national banking association immediately available funds (an “Acceptable Issuing Bank”), denominated in United States dollars) in the amount of Security Deposit Two Million Five Hundred Thousand Dollars ($2,500,000.00) upon presentation of the Sight Draft substantially conforming to the form attached as Schedule “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining A” to the Letter of Credit and any replacement the certification required under the Letter of Credit; (vi) provides that draws may be presented, and are payable at the Issuer’s letterhead office or other office designated by the Issuer in writing (as reasonably acceptable to Landlord); (vii) is payable in sight drafts which only require the beneficiary to state that the draw is payable to the order of beneficiary; (viii) permits partial and multiple draws; (ix) permits multiple transfers by beneficiary; (x) waives any rights Issuer may have, at law or otherwise, to subrogate to any claims beneficiary may have against applicant or applicant may have against beneficiary; and (xi) is governed by the International Standby Practices 1998, published by the International Chamber of Commerce. The bank issuing Except as expressly provided in Subsection 18.36(f) and (k) below, the Letter of Credit (as transferred, extended, renewed or replaced) must be maintained during the “Bank”) shall be subject to Landlord’s prior written approvalentire Lease Term, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent as extended or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocablerenewed, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the a period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) 45 days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)thereafter.

Letter of Credit. (a) Within twenty one (21XXXX after Bank notifies Retailer that it is in breach of the Financial Covenant(s) days after contained in Appendix B and provided that Retailer has not remedied such breach during such XXXX period by providing evidence reasonably acceptable to Bank that the date that this Lease is fully executedapplicable Financial Covenant(s) has been cured before the end of such XXXX period, Tenant Retailer shall deliver to LandlordBank an Eligible Letter of Credit in the amount of the Letter of Credit Amount. If, as protection for at any time, an event shall occur which would cause any Letter of Credit previously delivered to Bank to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the full and faithful performance by Tenant Letter of all of its obligations under this Lease and for all losses and damages Landlord may suffer Credit Amount (or that Landlord reasonably estimates it may suffer) including without limitation, as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”increased aggregate Net Program Sales during the Term), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor within XXXX of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) the date on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. On or before XXXX prior to the expiration of each Letter of Credit provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. The obligations under this Section shall apply at all times until a day XXXX after the expiration of the Agreement at which time, Bank shall surrender any outstanding Letter of Credit to Retailer and return any balance in the Collateral Account to Retailer. [Portions of this Section have been omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Securities and Exchange Commission.] (b) Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due Bank hereunder shall be held by Bank in a non-interest bearing account on Bank’s books (the “Collateral Account”) and shall secure Retailer’s full and prompt payment of all further amounts due hereunder. If Retailer fails to pay any amounts hereunder when due or a Letter of Credit Event shall occur, Bank may immediately, and without prior notice to Retailer, further draw on the Letter of Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account. In addition, if Retailer fails to provide a substitute or replacement Eligible Letter of Credit as required by this Section 8 or if Retailer is in default under this Agreement or a Letter of Credit Event should occur, Bank may draw on the full amount available under the Letter of Credit, apply any amounts received in such drawing against Retailer’ outstanding obligations hereunder, and credit the Collateral Account with the amount equal to EX10.1 any remaining balance. Bank’s security interest in the Collateral Account shall be in addition to any right of setoff or recoupment that Bank may otherwise have under this Agreement or applicable law. (c) If, following Retailer’s delivery of an Eligible Letter of Credit to Bank in compliance with this Section 8, Retailer is able to obtain and maintain compliance with the Financial Covenant(s) contained in Appendix B for a period of three (3) consecutive fiscal quarters of Retailer, and no Letter of Credit Event is ongoing, then Bank shall return the Letter of Credit and/or any proceeds in the Collateral Account within thirty (30) days after notice from Landlord the end of the applicable fiscal quarter. (d) Bank agrees to pay for the fees required by the issuing bank for any Letter of Credit requested by Bank hereunder; provided, that the maximum amount payable by Bank does in respect of each such fee shall not meet exceed XXXX of the standard applicable Letter of Credit Amount. [Portions of this Section have been omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Securities and Exchange Commission.] (e) So long as Bank approves of the Substitute Collateral Documentation which such approval shall not be unreasonably withheld, Retailer may, in lieu of an Acceptable Issuing eligible Letter of Credit, provide substitute collateral in the form of cash and/or securities (the “Substitute Collateral”). The Substitute Collateral shall be held in a deposit account subject to Bank, or (ii) ’s control in accordance with the date Substitute Collateral Documentation. The provisions of this Agreement applicable to the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Retailer’s and Bank’s rights and obligations regarding a Letter of Credit shall expressly provide for equally apply to the following:Substitute Collateral. (1f) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for For the period from the date purposes of this Lease and continuing until Agreement, the date (following terms shall have the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).following meanings:

Letter of Credit. Within twenty one (21) days after the date that this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant within 30 days following Tenant’s execution of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter a letter of Credit credit in the amount of $1,650,000.00 (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “which Letter of Credit Amount”shall be in form and with the substance of Exhibit I attached hereto. Within 10 business days after the Early Delivery Condition or Delivery Condition, as applicable, has been achieved and prior to the commencement of construction of the “Tenant Improvements” (as defined in the Work Letter). , Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining cause the principal amount of the Letter of Credit to be increased by $5,000,000.00 to $6,650,000.00 and any replacement shall deliver to Landlord documents satisfactory to Landlord evidencing such increase. The Letter of Credit shall be issued by a financial institution in the United States reasonably acceptable to Landlord with a branch in Santa Xxxxx County, California or by a financial institution reasonably acceptable to Landlord that will honor draws sent by nationally recognized overnight courier, at which draws on the letter of credit will be accepted. Landlord hereby approves Silicon Valley Bank as an acceptable financial institution for issuance of the Letter of Credit. The bank Upon any Default by Tenant, Landlord shall be entitled to draw upon said Letter of Credit by the issuance of Landlord’s written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the Default in question and to compensate Landlord for all damages incurred thereby, as reasonably determined by Landlord in its sole but reasonable discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the Letter of Credit (can be drawn by Landlord pending determination of said amount. Notwithstanding the “Bank”foregoing, while the amount of any such draw shall be determined in Landlord’s sole but reasonable discretion as provided in the foregoing, if the amount of any such draw(s) shall be subject to Landlord’s prior written approval, which approval shall not be withheld ultimately exceed the amount of damages actually incurred by Landlord if as the proposed Bank is an Acceptable Issuing Bankresult of Tenant’s Default (as determined pursuant to the applicable provisions of Article 14 of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the Default, as a setoff for full or partial compensation for the Default. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter portion of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit is drawn after a Default by Tenant, Tenant shall expressly within 10 business days receipt of after written demand by Landlord restore the Letter of Credit to the required amount. Failure to so restore said Letter of Credit within said 10 business days shall be a Default by Tenant under this Lease. Partial drawings upon said Letter of Credit shall be permitted. The Letter of Credit shall provide for automatic annual renewals through that date which is 60 days after the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for Expiration Date of the period from the date Term of this Lease and continuing until (including any extensions of the date (Term as provided in this Lease). In the “event the Letter of Credit Expiration Date”is not renewed by the issuing financial institution on or before 30 days prior to the then-scheduled expiration date of the Letter of Credit, then Landlord shall have the right to draw the full amount of such Letter of Credit and to hold such amount as cash security for Tenant’s full and faithful performance of its obligations under the Lease. In the event of a draw down of the Letter of Credit to cash security as provided in the foregoing, the following shall apply: (i) upon any Default by Tenant under this Lease, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.2 below, notwithstanding any contrary provision of California Civil Code Section 1950.7, Landlord may retain, use or apply so much of the cash security to pay any sum which Tenant is obligated to pay under this Lease, including without limitation, amounts estimated by Landlord as the amounts due it for prospective rent and for damages pursuant to Section 14.2(a)(i) of this Lease and/or California Civil Code Section 1951.2, sums that is one hundred twenty Landlord may spend or be required to expend by reason of the default by Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.2 upon expiration or earlier termination of this Lease, (120ii) Landlord shall not be required to keep the cash security separate from its general funds and Tenant shall not be entitled to interest on such cash security, and (iii) if Tenant fully performs its obligations under this Lease, the cash security shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest under the Lease) within thirty (30) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year periodTerm, provided that Tenant agrees that Landlord may retain the cash security to the extent and until such time as all amounts due from Tenant in accordance with this Lease have been determined and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord’s retaining the cash security to the extent provided in the foregoing. Notwithstanding anything contained in this Section 4.4 to the contrary, if Landlord draws on the Letter of Credit is automatically extended for not less than a one year period unless Credit, then Tenant shall have the issuing Bank provides right, upon ten (10) days’ prior written notice to Landlord not less than sixty (60) days prior and following Landlord’s receipt of the replacement Letter of Credit described below, to the then expiration date obtain a refund from Landlord of any unapplied cash proceeds of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Creditwhich Landlord has drawn upon, in which case any such refund being conditioned upon Tenant shall deliver simultaneously delivering to Landlord a new replacement Letter of Credit in the amount then required, and otherwise meeting the requirements contained in this Section 4.4. Landlord will authorize in writing a reduction in the principal amount of the Letter of Credit in the amount of $3,325,000.00 on the first day of the 19th full month of the Term, provided that, as of the date of such reduction, (1) no Default has occurred under any provision of this Lease at any time during the Term and no event or circumstance shall have occurred, which with the passage of time or giving of notice, could constitute a Default under this Lease as of such date, and (2) Tenant has not been more than five (5) days late with respect to any payments of rent due under this Lease more than twice during the preceding eighteen (18) months. In addition, Landlord will authorize an additional reduction in the principal amount of the Letter of Credit in the amount of $3,325,000.00 (in which case the resulting Letter of Credit amount shall be zero and the Letter of Credit shall be cancelled), so that, commencing on the first day of the 49th full month of the Term (and continuing thereafter at any time that all of the following conditions have been met), as of the date of such reduction, (1) no Default has occurred under any provision of this Lease at any time during the Term and no event or circumstance shall have occurred, which with the passage of time or giving of notice, could constitute a Default under this Lease as of such date, (2) Tenant has not been more than five (5) days late with respect to any payments of rent due under this Lease more than twice during the Term, and (3) Tenant shall have provided Landlord or filed with the Securities and Exchange Commission audited financial statements showing revenue of not less than thirty One Billion Dollars (30$1,000,000,000.00) days prior to and free cash flow of not less than Two Hundred Million Dollars ($200,000,000.00) for the scheduled expiration date of the then existing Letter of Credit held calendar year immediately preceding such final reduction. Free cash flow is defined as net cash provided by Landlord without any action whatsoever on the part of Landlord; (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)operating activities minus capital expenditures.

Letter of Credit. Within twenty one (21a) days after Subject to Section 5.7 hereof and except as may be permitted under the date Indenture, the Borrower agrees that throughout the term of this Lease is fully executedAgreement it, Tenant shall deliver or any successor or assignee as permitted by Section 5.2 hereof, will maintain or cause to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as be maintained a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter for each Series of Credit”), in the form as is acceptable to Landlord, payable at Bonds or an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Alternate Letter of Credit Amount”)for each Series of Bonds. Tenant shall pay all expensesAt any time the Borrower may, pointsat its option, or fees incurred by Tenant in obtaining provide for the delivery to the Trustee of an Alternate Letter of Credit and the Borrower shall, in any replacement event, cause to be delivered an Alternate Letter of Credit at least 60 days before the expiration date of any existing Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over unless otherwise permitted by the Federal Deposit Insurance Corporation Indenture, or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of existing Alternate Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agencyFacility. In addition, the An Alternate Letter of Credit shall expressly provide for be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a commercial bank or other financial institution, the following: (1) terms of which shall in all material respects be “callable” at sightthe same as the applicable Letter of Credit; provided, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for that the period from the expiration date of this Lease and continuing until the date (the “such -------- Alternate Letter of Credit Expiration Date”) that is shall be a date not earlier than one hundred twenty (120) days after the expiration year from its date of issuance, subject to earlier termination upon payment of the Term (as the Term may be extended). The Letter related Series of Credit may be Bonds in full or provision for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date such payment in accordance with Article X of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not Indenture. Not less than thirty (30) days prior to the scheduled delivery of an Alternate Letter of Credit, the Borrower shall (i) deliver to the Trustee a written commitment for the delivery of such Alternate Letter of Credit, (ii) inform the Trustee of the date on which the Alternate Letter of Credit will become effective, which date shall not be less than five (5) calendar days prior to the stated expiration date of the then existing Letter of Credit held and (iii) inform the Trustee of the rating expected to apply to the related Series of Bonds after the Alternate Letter of Credit is delivered. On or prior to the date of the delivery of an Alternate Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee (i) an opinion of Bond Counsel stating to the effect that the delivery of such Alternate Letter of Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and will not adversely affect the Tax-exempt status of the Bonds, (ii) an opinion stating to the effect that such Alternate Letter of Credit is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by Landlord bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), and (iii) written evidence from Xxxxx'x, if the Bonds are rated by Xxxxx'x, and S&P, if the Bonds are rated by S&P, and/or Fitch, if the Bonds are rated by Fitch that the related Series of Bonds shall have a long-term rating of Fitch "A+" (or equivalent) or higher or, if the related Series of Bonds only has a short-term rating, such short-term rating shall be in the highest short-term rating category (without any action whatsoever on the part of Landlord;regard to "+"'s or "-"'s). (3b) The Borrower shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject provide a written statement to the Uniform Customs and Practices Trustee (with copies to the Authority) on or before June 1 of each year indicating the status of the extension of the term of each Letter of Credit. If a Letter of Credit provides for Documentary Creditsautomatic annual extensions, International Chamber the Borrower shall notify the Trustee either (i) that the term of Commerce Publication No. 600 (UCP600)such Letter of Credit has been automatically extended pursuant to its terms, or (ii) that such Letter of Credit Bank has given written notice of a decision not to extend the International Standby Practices-ISP 98term of such Letter of Credit. If a Letter of Credit does not provide for automatic extensions, International Chamber the Borrower shall notify the Trustee whether or not the Bank has given written approval for an extension of Commerce Publication No. 590 (1998)the term of such Letter of Credit.

Letter of Credit. Within twenty one Notwithstanding the foregoing, the Security Deposit may be provided by Subtenant in the form of an unconditional, irrevocable, transferable standby letter of credit (21the "Initial Letter of Credit") days after substantially in the date that this Lease is fully executed, Tenant shall deliver to Landlord, form attached hereto as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer Exhibit C (or that Landlord such other form as may be reasonably estimates it may sufferacceptable to Sublandlord) and issued by a financial institution (the "Issuing Bank") acceptable to Sublandlord in its good faith discretion (Sublandlord hereby approving Bank of America). Sublandlord hereby approves Bank of America N.A. as the initial Issuing Bank. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Replacement Letter of Credit (“Letter of Credit”defined below), in the form as is acceptable to Landlordamendment, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount of Security Deposit (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, irrevocable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until ) through the date (the “"Final Letter of Credit Expiration Date”") that is one hundred twenty the later to occur of (120i) the date that is forty-five (45) days after the expiration scheduled Expiration Date of the Term and (as ii) provided that Subtenant has not entered into a Direct Occupancy Agreement with Landlord, the Term date that is forty-five (45) days after Subtenant vacates the Subleased Premises and completes any restoration or repair obligations. (a) Without prejudice to any other remedy available to Sublandlord under this Sublease or at law, Sublandlord may be extended). The draw upon the Initial Letter of Credit may be for one year period, provided the or any Replacement Letter of Credit is automatically extended for not less than on or after the occurrence of either: (i) an uncured Event of Default under this Sublease; (ii) any failure by Subtenant to deliver to Sublandlord a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Replacement Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior as and when required pursuant to the scheduled expiration date provisions of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of LandlordSection 4.2(b); (3) shall be fully assignable by Landlord, its successors, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998).

Letter of Credit. Within twenty one (21a) days after Section 36.A of the date that Lease is hereby replaced with the following: A. Tenant will deliver to Landlord contemporaneously with Tenant’s execution and delivery of this Lease is fully executed, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit (“Letter of Credit”)credit payable in Somerset, in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)New Jersey, in the amount of the required Security Deposit set forth in Section 1.G of this Lease (subject to reduction as set forth in Section 36.F), issued for the benefit of the Landlord by a bank reasonably satisfactory to Landlord (the “Letter Issuing Bank”) which: (i) has an A.M. Best Bank Deposit Rating of Credit Amount“a” or better; (ii) has a Standard & Poors Bank Survivability Assessment Rating of “A” or better; and (iii) has a Mxxxx’x Bank Financial Strength Rating of” B+” or better, in each case without qualification by “-” or other reduction or negative qualification of such rating); provided, however, that Landlord approves UMB Bank, N.A. as the Issuing Bank so long as it maintains a Fitch short-term Issuer Default Rating of at least F1, and a Standard & Poor short-term counterparty credit rating of at least A-2 (collectively, the “L/C Issuer Requirements”). Tenant shall pay all expensesNotwithstanding that the Issuing Bank may have met the L/C Issuer Requirements upon issuance of the letter of credit, pointsif, during the Lease Term, the Issuing Bank fails to meet the L/C Issuer Requirements, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent enters into any form of regulatory or taken over governmental receivership or other similar regulatory or governmental proceeding including, without limitation, any receivership instituted or commenced by the Federal Deposit Insurance Corporation (FDIC) or is otherwise declared insolvent or downgraded by the FDIC or put on an FDIC “watchlist,” or if the financial condition of the Issuing Bank changes in any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bankother materially adverse way, as reasonably determined by Landlord, then Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) 10 days after written notice from Landlord that deliver to Landlord a replacement letter of credit which meets the requirements of this Section 36 and issued by an Issuing Bank does not meet meeting the standard L/C Issuer Requirements; Tenant’s failure to do so will, notwithstanding anything in this Lease to the contrary, constitute an Event of Default for an Acceptable Issuing Bankwhich there will be no notice or grace or cure period applicable thereto (other than the aforesaid 10-day period), or (ii) and will give Landlord the date immediate right, without further notice to Tenant, to draw upon such letter of credit. If Tenant replaces such letter of credit pursuant to the Bank is declared insolvent or taken over for any reason by foregoing, Landlord will, within 30 days after Landlord’s receipt of the Federal Deposit Insurance Corporation or any other governmental agencyreplacement letter of credit, deliver to Tenant the letter of credit so replaced. In addition, the Letter Each letter of Credit shall expressly provide credit will be irrevocable for the following: (1) shall be “callable” at sight, irrevocable, term of such letter of credit and unconditional; (2) shall be maintained in effect, whether through renewal or extension, will provide that it is automatically renewable for the a period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) ending not earlier than 60 days after the expiration of the Lease Term (as the Term may be extended). The Letter of Credit may be for one year period, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60“Final L/C Expiration Date”) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord;. However, the Issuing Bank will have the right not to renew said letter of credit on written notice to Landlord given not less than 60 days before the expiration of the then current term thereof (it being understood, however, that the privilege of the Issuing Bank not to renew said letter of credit will not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is sixty (60) days after the expiration of the Lease Term). Tenant must be the applicant of the letter of credit. (3b) shall On the condition that no Event of Default then exists and no condition exists which, with the giving of notice or passage of time of both, would constitute an Event of Default, as of March 1, 2014, Landlord will permit the required amount of the required Letter of Credit to be fully assignable by Landlordreduced beginning on March 1, its successors2014 to $10,185. Tenant will have sole responsibility for causing the amount of the Letter of Credit to be reduced in accordance with this Section. Landlord agrees to cooperate with Tenant to achieve such reduction, and assignees of its interest in the Leased Premises; (4) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs terms and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, International Chamber of Commerce Publication No. 590 (1998)conditions as set forth in this Section.

Letter of Credit. Within twenty one 35.1 Tenant acknowledges that Landlord has advised Tenant that Pacific Coast Capital Funding, LLC (21collectively, with its successors and assigns, “PCCF”), is providing a loan (the “Loan”) days after to Landlord for Landlord’s acquisition of the date that Lot, the Building and the Premises. The Loan will be secured by a deed of trust to be recorded against the Lot and the Building, which deed of trust, along with all other documents between PCCF and Landlord concerning the Loan, are collectively referred to as the “Loan Documents”. Tenant further acknowledges that, as required by the Loan Documents, (X) Landlord has assigned to PCCF its rights and interests in and to this Lease is fully executedand the Rent, as security for repayment of the Loan and (Y) PCCF shall be the named Beneficiary of the Letter of Credit (defined below). Three (3) business days prior to the Anticipated Commencement Date, Tenant shall deliver to LandlordLandlord (for the benefit of and delivery to PCCF), as protection collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord and/or PCCF (solely as assignee of Landlord’s interest in this Lease) may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under of this Lease, an irrevocable and unconditional negotiable standby Letter letter of Credit credit (the “Letter of Credit”), in the form as is acceptable to Landlordand containing the terms required herein, payable at an office in the San Francisco Bay AreaSanta Xxxxx County, California, running in favor of Landlord and PCCF issued by a solvent, solvent nationally recognized bank with a long term rating of BBB or higherfinancial institution, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”)National Banking Association, in the amount of Security Deposit Six Hundred Twelve Thousand Dollars ($612,000) (the “Letter of Credit LC Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: be (1i) shall be “callable” at sight, irrevocable, sight and irrevocable and unconditional; , (2ii) shall be subject to the terms of this Section 35, maintained in effect, whether through replacement, renewal or extension, for the period from the date Commencement Date of this the Lease and continuing until the date which is thirty (30) days after the Expiration Date of the Lease (the “Letter of Credit Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the Term may be extended). The and Tenant shall deliver a new Letter of Credit may be or certificate of renewal or extension to Landlord, for one year periodthe benefit of PCCF, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty at least thirty (6030) days prior to the then expiration date of the Letter of Credit then held by PCCF, without any action whatsoever on the part of Landlord or PCCF, (iii) subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500, (iv) fully assignable by PCCF and permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to PCCF, in PCCF’s reasonable discretion, and shall provide, among other things, in effect that: (A) PCCF, or its then authorized agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank of PCCF’s (or PCCF’s authorized agent’s) statement that (1) such amount is due to Landlord under the terms and conditions of this Lease, (2) Tenant has filed a voluntary petition under the Federal Bankruptcy Code or (3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy code, it being understood that if PCCF or its authorized agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a managing member (if a limited liability company) an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (C) in the event of a transfer of Landlord’s interest in the Building and/or Landlord has unconditionally paid the Loan in full (as applicable), PCCF shall transfer the Letter of Credit (or cause a substitute letter of credit to be delivered, as applicable), to the transferee as directed by Landlord and thereupon Landlord and PCCF shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the issuing provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to such transferee or successor-in-interest to Landlord, as the case may be. 35.2 Tenant hereby acknowledges and agrees that (i) Landlord is entering into this Lease in material reliance upon the ability of PCCF to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder, and (ii) PCCF provided the Loan to Landlord in material reliance upon the ability of PCCF to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder. Tenant further acknowledges and agrees that if PCCF cannot draw upon the Letter of Credit within the times and in the manner as anticipated by PCCF herein, Landlord and PCCF shall suffer irreparable damage, harm and injury. From time to time during the Term of this Lease it is anticipated by the parties that the Letter of Credit will need to be amended, modified and, possibly reissued. Landlord and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such commercially reasonable amendments, modifications and new issuances, including without limitation, executing and submitting to the Bank will any and all documents or instruments as may be reasonably required to effectuate same. Each and every time during the Term of this Lease there is a change in the identity or address of the parties, including without limitation, any change in the identity of Landlord or PCCF due to (A) the sale, transfer or other conveyance by Landlord of its rights and interests in, to and under this Lease to any other party, person or entity, (B) the payoff or refinance of the Loan by Landlord, or (C) the assignment or transfer by PCCF of its rights and interests in, to and under the Loan, as applicable, the Letter of Credit shall immediately be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the Bank such further applications, documents and instruments as may be reasonably necessary to effectuate same. It is the intention of the parties that each and every successor and assign of each of Landlord, PCCF and Tenant be bound by and subject to the terms and provisions of this Section 35. PCCF may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not renew such assignment is separate from or extend as a part of the assignment by Landlord or PCCF, as applicable, of its rights and interests in and to this Lease. 35.3 If, as a result of any such application or use of all or any part of the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement the amount of the Letter of Credit shall be less than the LC Amount, Tenant shall, within five (5) days thereafter, provide Landlord (for PCCF’s benefit) with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of the LC Amount) and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 35, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in Section 18 hereof, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord or PCCF nor any of their respective successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord (for PCCF’s benefit) will accept a renewal letter of credit or substitute letter of credit (such renewal or substitute letter of credit to be in effect not less later than thirty (30) days prior to the scheduled expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord and PCCF, in their sole discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section 35, PCCF shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Section 35, and the proceeds of the Letter of Credit may be applied by PCCF against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord and/or PCCF (solely as assignee of Landlord’s interest in this Lease) has suffered or that Landlord and/or PCCF (solely as assignee of Landlord’s interest in this Lease) reasonably estimates that it will suffer as a result of any default by Tenant under this Lease. Any unused proceeds need not be segregated from Landlord’s or PCCF’s other assets. Landlord agrees to cause PCCF to pay to Tenant within thirty (30) days after the Letter of Credit Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord or PCCF and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord or PCCF ) solely as assignee of Landlord’s interest in this Lease) (or reasonably estimated by Landlord or PCCF, solely as assignee of Landlord’s interest in this Lease, that it will suffer) as a result of any default by Tenant under this Lease; provided, however, that if prior to the Letter of Credit Expiration Date, a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then neither PCCF nor Landlord shall be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. In the event that PCCF draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration, such failure to renew shall not constitute a default hereunder so long as (i) no other event of default occurs hereunder beyond applicable notice and cure periods and (ii) Tenant renews the Letter of Credit before the actual expiration date of the then existing Letter of Credit. Provided Tenant is not in default of its obligations under this Lease, upon receipt of a replacement Letter of Credit held that satisfies the requirements hereunder, Landlord or PCCF, as applicable, shall return the cash proceeds of the original Letter of Credit drawn by PCCF minus any amounts necessary to compensate Landlord or PCCF (solely as assignee of Landlord’s interest in this Lease) for any past due Rent, damages, costs, expenses or attorneys’ fees incurred hereunder related to Tenant’s failure to timely replenish the Letter of Credit. 35.4 If there shall occur a default of this Lease as set forth in Section 18 of this Lease, PCCF may, but without obligation to do so, and without notice draw upon the Letter of Credit, in part or in whole, to the extent required to cure any default of Tenant and/or to compensate Landlord or PCCF (as applicable and with respect to PCCF, solely as assignee of Landlord’s interest in this Lease) for any and all damages of any kind or nature sustained or which may be sustained by Landlord without or PCCF to the extent resulting from Tenant’s default. Tenant agrees not to interfere in any action way with payment to PCCF of the proceeds of the Letter of Credit, either prior to or following a “draw” by PCCF of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to PCCF’s right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subject to the provisions of this Section 35, from the Commencement Date through the Letter of Credit Expiration Date, Tenant agrees and acknowledges that it has no property interest whatsoever on in the part Letter of Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord;’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code. 35.5 Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (x) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), (y) subject to the terms of such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), or (z) intended to serve as a “security deposit” within the meaning of such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time). The parties hereto (a) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit 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. 35.6 So long as Tenant has not at any time been, or is currently not in default of this Lease beyond any applicable notice and cure periods: (i) if at any time following the second (2nd) year of the Term of this Lease, Tenant has three (3) consecutive fiscal quarters of positive net cash flow (as reported in Tenant’s audited annual financial statements as prepared by a certified public accountant), then the face amount of the Letter of Credit shall decline to Three Hundred Six Thousand Dollars ($306,000.00) (the “Initial LC Reduction”), and (ii) following the Initial LC Reduction, if Tenant has two (2) consecutive fiscal quarters of positive net cash flow in excess of Four Million Dollars ($4,000,000.00) per quarter (as reported in Tenant’s audited annual financial statements as prepared by a certified public accountant), then the face amount of the Letter of Credit shall decline to One Hundred Fifty-three Thousand Dollars ($153,000.00). Such reductions of the face amount of the Letter of Credit shall be fully assignable effectuated by Landlordamending the Letter of Credit and the parties hereby agree to execute and submit to the Bank such applications, its successorsdocuments and instruments as may be necessary to effectuate same. In addition to the foregoing, each and assignees every time during the Term of this Lease there is a change in the identity or address of the parties, including without limitation, any change in the identity of (a) Landlord due to the sale, transfer or other conveyance by Landlord of its interest in the Leased Premises; rights and interests in, to and under this Lease to any other party, person or entity, or (4b) shall permit partial draws and multiple presentations and drawings; and (5) shall be otherwise subject Landlord’s lender due to the Uniform Customs and Practices for Documentary Credits, International Chamber payoff or refinance of Commerce Publication No. 600 (UCP600)the Loan, or (c) PCCF due to the International Standby Practices-ISP 98sale or other conveyance of the Loan by PCCF, International Chamber the Letter of Commerce Publication No. 590 (1998)Credit shall immediately be amended to reflect such changes and the parties hereby agree to execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate same.