Common use of Letter of Credit Clause in Contracts

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.

Letter of Credit. (a) Upon If during the execution of this LeaseTerm, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord RemainCo were to suffer a downgrade to its senior debt credit rating to below B (as beneficiaryrated by Standard & Poor’s) or below B2 (as rated by Xxxxx’x Investors Services, Inc.), (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)RemainCo were to no longer have its debt securities rated by any nationally recognized credit rating agencies, (iii) have a term of not less than three RemainCo informs SpinCo that it (3or any direct or indirect parent thereof) yearsintends to file or commence any voluntary insolvency or bankruptcy proceeding or that it reasonably believes that any creditor or lender intends to commence any involuntary insolvency or bankruptcy proceeding or foreclose on any collateral with respect to RemainCo (or any direct or indirect parent thereof), (iv) permit multiple drawingsRemainCo (or any direct or indirect parent thereof) retains any counsel to assist with any insolvency or bankruptcy proceeding or has begun utilizing any existing counsel to assist with any insolvency or bankruptcy proceeding, in each case with respect to RemainCo (or any direct or indirect parent thereof), or (v) be fully transferable by Landlord without RemainCo’s board of directors (or other governing body) (or the payment board of directors (or other governing body) of any fees direct or chargesindirect parent thereof) has approved or authorized any decision to file or commence any insolvency or bankruptcy proceeding with respect to RemainCo (or any direct or indirect parent thereof), then, RemainCo shall promptly notify SpinCo of the occurrence of any such circumstances set forth in clauses (vii) require that any draw through (v) of this Section 11.8, as applicable, and upon the demand of SpinCo, RemainCo shall be required to post a letter of credit or similar security obligation reasonably acceptable to SpinCo in an amount equal to two (2) times an amount equal to the Royalty owed by RemainCo to SpinCo hereunder during the twelve (12)-month period ending on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying date that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date RemainCo notifies SpinCo of the Letter occurrence of Credit that it elects not to have any such Letter circumstance set forth in clauses (i) through (v) of Credit renewed. Landlord this Section 11.8, which shall have the right, after its receipt include a pro-rata portion of the Non-Renewal Notice and until Minimum Annual Royalty owed with respect to such twelve (12)-month period, as applicable, in respect of its obligation to pay amounts due under this Article XI. For the expiration avoidance of doubt, the Letter posting of Credit to draw the full amount such a letter of the Letter credit or similar security obligation shall in no event relieve RemainCo of Credit, by sight draft on the Issuing Bankits obligations under this Article XI, and shall hold the proceeds of the Letter of Credit pursuant to the terms of not result in a cap on RemainCo’s liabilities with respect thereto or otherwise under this Paragraph 25.20 as cash security depositAgreement.

Letter of Credit. (a) Upon Parent has delivered to American Stock Transfer and Trust Company (the execution "Escrow Agent") $29,500,000 (the "Cash Collateral") in cash to secure the obligation of this LeaseParent and Buyer to pay certain fees and expenses pursuant to Section 7.2 and to be held in accordance with the terms of an Escrow Agreement dated as of date hereof among the Escrow Agent, Tenant shall Seller, Seller Partnership and Parent (the "Escrow Agreement"). At the election of Parent and if Seller has not given a notice to the Escrow Agent directing the Escrow Agent to terminate Parent's right to receive any part of the Cash Collateral, Parent may deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a the Escrow Agent an irrevocable letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be credit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the Cash Collateral, (iii) have a term of not less than three (3) yearssubstantially in the form attached hereto as Exhibit C, (iv) permit multiple drawings, (v) with such changes as shall be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Seller and from a bank reasonably satisfactory to Seller (the "Letter of Credit shall have a term expiration date or be renewed annually for a period Credit"). Upon delivery of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have and if Seller has not given a notice to the right, after its receipt Escrow Agent directing the Escrow Agent to terminate Parent's right to receive any part of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw Cash Collateral, the full amount of the Cash Collateral then held by the Escrow Agent shall be immediately returned to Buyer. Seller shall, simultaneously with delivering any direction to the Escrow Agent to terminate Parent's right to receive any part of the Cash Collateral as provided in the Escrow Agreement or to make a draw under the Letter of Credit, by sight draft on the Issuing Bank, deliver to Parent and shall hold the proceeds of the Letter of Credit Buyer a certificate confirming that Seller is entitled to make such direction pursuant to Section 7.2 and, if such certification is false or Seller is not otherwise entitled to make such direction pursuant to Section 7.2, Parent and Buyer shall be entitled to all remedies available at law or in equity (including recovery of any amounts improperly withdrawn or drawn); provided, however, that Parent and Buyer shall notify the terms of this Paragraph 25.20 as cash security depositSeller within 30 days after receiving such certificate if they wish to assert that Seller is not entitled to so direct the Escrow Agent and any failure to provide such notice within such 30 day period shall irrevocably prohibit Parent and Buyer from maintaining that Seller was not so entitled.

Letter of Credit. (a1 ) Upon the execution of this Lease, Tenant shall will deliver to Landlord a standbycontemporaneously with Tenant’s execution and delivery of this Lease an irrevocable letter of credit payable in Portland, at sightOregon, cleanin the amount of the required Security Deposit set forth in the Section 1.J above, irrevocable, non-documentary and unconditional Letter issued for the benefit of Credit issued the Landlord by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) reasonably satisfactory to Landlord (hereinafter referred to as the “Issuing Bank”) which: (i) has an A.M. Best Bank Deposit Rating of “a” or better; (ii) has a Standard & Poors Bank Survivability Assessment Rating of “A” or better; and (iii) has a Xxxxx’x Bank Financial Strength Rating of “B+” or better, in each case without qualification by “-” or other reduction or negative qualification of such rating) (collectively, the “L/C Issuer Requirements”). Notwithstanding that the Issuing Bank may have met the UC Issuer Requirements upon issuance of the letter of credit, if, during the Lease Term, the Issuing Bank fails to meet the L/C Issuer Requirements, or if the Issuing Bank enters into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding including, without limitation, any receivership instituted or commenced by the Federal Deposit Insurance Corporation (FDIC) or is otherwise declared insolvent or downgraded by the FDIC or put on an FDIC “watchlist,” or if the financial condition of the Issuing Bank changes in any other materially adverse way, as reasonably determined by Landlord, then Tenant shall within 10 days after written notice from Landlord deliver to Landlord a replacement letter of credit which meets the requirements of this Section 16.B and issued by an Issuing Bank meeting the L/C Issuer Requirements; Tenant’s failure to do so will, notwithstanding anything in this Lease to the contrary, constitute a Default for which there will be no notice or grace or cure period applicable thereto (other than the aforesaid 10-day period), and has combined capitalwill give Landlord the immediate right, surplus and undivided profits without further notice to Tenant, to draw upon such letter of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)credit. If Tenant replaces such letter of credit pursuant to the foregoing, which Letter Landlord will, within 30 days after Landlord’s receipt of Credit (i) shall name Landlord as beneficiarythe replacement letter of credit, (ii) deliver to Tenant the letter of credit so replaced. Each letter of credit will be in irrevocable for the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment such letter of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred credit and is then continuing, and (vii) will provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually automatically renewable for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, ending not less earlier than forty-five (45) 60 days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter Lease Term (the “Final L/C Expiration Date”) without any action whatsoever on the part of Credit Landlord. However, the Issuing Bank will have the right not to draw renew said letter of credit on written notice to Landlord given not less than 60 days before the full amount expiration of the Letter then current term thereof (it being understood, however, that the privilege of Credit, by sight draft on the Issuing BankBank not to renew said letter of credit will not, and shall hold in any event, diminish the proceeds 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 Letter Lease Term). Tenant must be the applicant of Credit pursuant to the terms letter of this Paragraph 25.20 as cash security depositcredit.

Letter of Credit. (a) Upon The U.S. Agent will promptly notify the execution other U.S. Revolving Lenders of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional the amount of any unreimbursed drawing under any U.S. Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts depositseach U.S. Revolving Lender shall promptly pay to the U.S. Agent for the account of the U.S. Issuing Lender in U.S. Dollars and in immediately available funds, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term such U.S. Revolving Lender's pro rata share of not less than three (3) years, (iv) permit multiple drawings, (v) such unreimbursed drawing. Such payment shall be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw made on the Letter of Credit day such notice is received by such U.S. Revolving Lender from the U.S. Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made only at or before 12:00 NOON (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such U.S. Revolving Lender does not pay such amount to the U.S. Issuing Lender in full upon receipt such request, such U.S. Revolving Lender shall, on demand, pay to the U.S. Agent for the account of the U.S. Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the U.S. Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such U.S. Revolving Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the U.S. Base Rate. Each U.S. Revolving Lender's obligation to make such payment to the U.S. Issuing Lender, and the right of the U.S. Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the issuing Bank termination of this Credit Agreement or the Commitments hereunder, the existence of a written letter from landlord certifying that an Default or Event of Default has occurred or the acceleration of the obligations of Airgas hereunder and is then continuingshall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a U.S. Revolving Lender to the U.S. Issuing Lender, such U.S. Revolving Lender shall, automatically and without any further action on the part of the U.S. Issuing Lender or such U.S. Revolving Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the U.S. Issuing Lender) in the related unreimbursed drawing portion of the U.S. LOC Obligation and in the interest thereon and in the related U.S. LOC Documents, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositclaim against Airgas with respect thereto.

Letter of Credit. (a) Upon In consideration of and as a further condition to Manufacturer’s entry into this Agreement, on or before the execution delivery of this Leaseany Products hereunder, Tenant Wintec shall deliver to Landlord Manufacturer a standbyrevolving, at sight, clean, irrevocable, nonirrevocable stand-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be credit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS [***] ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the “Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (viiCredit”) provide that it is governed by the uniform Customs and Practice as credit enhancement for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to LandlordWintec’s continued performance under this Agreement. The Letter of Credit shall have be in form and substance and issued by a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifybank that is reasonably satisfactory to Manufacturer. The Letter of Credit shall provide shall: (i) name Manufacturer as beneficiary; (ii) allow Manufacturer to make partial and multiple draws thereunder up to the face amount only for the purposes permitted under this Section 26, and (iii) require the issuing bank to pay to Manufacturer the amount of a draw upon receipt by such bank of a sight draft signed by Manufacturer and presented to the issuing bank, accompanied by Manufacturer’s statement that it said draw is being made in accordance with the terms of this Section 26. Manufacturer shall be deemed automatically renewedentitled to draw upon the Letter of Credit in accordance with this paragraph, without amendment, for consecutive periods of one or at any time within thirty (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4530) days next preceding prior to the then expiration date of the Letter of Credit that it elects not unless Wintec shall have delivered to have such Manufacturer a replacement Letter of Credit renewedmeeting the requirements of this paragraph and with an expiration date not less than [***] after the date of delivery. Landlord The Letter of Credit (or a replacement thereof satisfactory to Manufacturer) shall remain in effect until the expiration or the sooner termination of this Agreement, howsoever arising; provided that such termination or expiration will not be effective so long as Wintec is in default in the performance of its payment obligations under this Agreement, in which case, Manufacturer may draw on this Letter of Credit to satisfy the Wintec’s payment obligations. Manufacturer shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of right (but shall not be obligated to) draw under the Letter of Credit to remedy any default by Wintec in the performance of its payment obligations under this Agreement. All requests to draw under the full Letter of Credit shall be accompanied by a copy of the invoice in default proof of purchase or delivery to the carrier. Wintec shall, within ten (10) business days thereafter cause a replacement Letter of Credit to be issued to Manufacturer so that Manufacturer shall at all times have a Letter of Credit in the amount of [***] available to it to support Wintec’s obligations under this Agreement, and Wintec’s failure to do so shall be a material default hereunder. The Letter of Credit, or so much thereof as has not theretofore been applied by Manufacturer in accordance with this paragraph or reduced pursuant to the following provisions in this paragraph, shall be returned, without payment of interest or other increment for its use, to Wintec at the expiration or sooner termination of this Agreement. No trust relationship is created herein between Manufacturer and Wintec with respect to the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.

Letter of Credit. a. Within ten (a10) Upon Business Days after the execution date of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit described below as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the "Letter of Credit Proceeds") shall be made only deemed an advance rent deposit or an advance payment of any other kind, or a measure or limitation of Landlord's damages or constitute a bar or defense to any of the Landlord's other remedies under this Lease or at law upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to LandlordXxxxxx's default. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years maintained in effect from the Commencement Date. If upon any transferdate of this Lease through sixty (60) days after the expiration or earlier termination of the Term, any fees and on or charges prior to the expiration of such sixty (60) day period, Landlord shall be so imposed, then such fees or charges shall be payable solely by return to Tenant and the Letter of Credit shall so specify. The (unless presented for payment as provided herein) and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the Premises as required by this Lease upon the surrender thereof); provided, however, that in no event shall provide any such return be construed as an admission by Landlord that Xxxxxx has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the Letter of Credit Proceeds or any portion thereof to cure any Event of Default by Tenant under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant's failure to perform any of its obligations hereunder where Landlord has not given Tenant the notice required for such failure to constitute an Event of Default solely because there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant such notice, it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date being understood that any use of the Letter of Credit that it elects Proceeds shall not constitute a bar or defense to have any of Landlord's other remedies under this Lease. In such Letter of Credit renewed. event and upon written notice from Landlord shall have to Tenant specifying the right, after its receipt of the Non-Renewal Notice and until the expiration amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to draw the full amount of Landlord an amendment to the Letter of Credit, by sight draft on Credit or a replacement thereof in an amount equal to one hundred percent (100%) of the Issuing Bankamount specified below for the applicable period. Tenant's failure to deliver such amendment or replacement to Landlord within five (5) days of Landlord's notice shall constitute an Event of Default hereunder. In the event Landlord shall draw upon the Letter of Credit as provided herein, and shall hold not fully utilize the proceeds Letter of Credit Proceeds as provided above, upon Tenant's cure of the condition giving rise to such permitted draw by Landlord, and Xxxxxxxx's acceptance of such cure, if Tenant shall deliver the amendment or replacement specified above so that the Letter of Credit amount is equal to one hundred percent (100%) of the amount specified below for the applicable period, Landlord shall promptly return to Tenant the balance of the Letter of Credit pursuant Proceeds then held by Landlord. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, nor any purchaser at any judicial or private foreclosure sale of the Property or any portion thereof, shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such lessor, holder or purchaser shall have actually received the terms of this Paragraph 25.20 as cash security depositsame.

Letter of Credit. (a) Upon At any time the execution of this Lease, Tenant shall deliver to Landlord a standbyBorrower may, at sightits option, cleanprovide for the delivery to the Trustee of a Letter of Credit, irrevocableand the Borrower shall, non-documentary and unconditional in any event, cause to be delivered an Alternate Letter of Credit issued at least 20 days before the expiration date of any existing Letter of Credit, unless otherwise permitted by and drawable upon the Indenture. A Letter of Credit shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a confirming letter of credit) (hereinafter referred to as the “Issuing Bank”), issued by a Credit Provider, the terms of which shall be acceptable to the Trustee and has combined capitalshall otherwise comply with the requirements of the Indenture; provided, surplus and undivided profits that the expiration date of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which such Letter of Credit shall be a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of the Bonds in full or provision for such payment in accordance with Article X of the Indenture. On or prior to the date of the delivery of a Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee (i) shall name Landlord as beneficiaryan opinion of Bond Counsel addressed to the Trustee stating to the effect that the delivery of such Letter of Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and will not in and of itself adversely affect the Tax-exempt status of interest on the Bonds, (ii) an opinion of counsel to the Credit Provider issuing such Letter of Credit stating to the effect that such Letter of Credit is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be in limited by bankruptcy, reorganization or similar laws limiting the amount enforceability of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), (iii) written evidence from each Rating Agency that the Bonds shall have a long-term rating of not less than three “A” (3or equivalent) yearsor higher or, if the Bonds only have a short-term rating, such short-term rating shall be in the highest short-term rating category (without regard to “+“s or “-“s) and (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and if no Rating Agency is then continuingrating the Bonds, and (vii) provide an opinion of Bond Counsel addressed to the Trustee or an opinion of counsel to the Credit Provider addressed to the Trustee to the effect that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have payments under such Letter of Credit renewed. Landlord shall have the right, after its receipt will not constitute a voidable preference under Section 547 of the Non-Renewal Notice and until United States Bankruptcy Code as then in effect if a petition in bankruptcy is filed by or against the expiration Borrower, the Guarantor or the Issuer or an affiliate or a subsidiary of the Letter any of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositthem.

Letter of Credit. (a) Upon Subtenant shall have the execution right to replace the Security Agreement upon Sublandlord’s acceptance of this Lease, Tenant shall deliver to Landlord a standby, at sight, cleanmutually agreed upon unconditional, irrevocable, non-documentary negotiable commercial letter of credit (a “Deposit L/C”) in the amount of the remaining balance of Sublandlord’s Minimum Base Sublease Rent due under the Initial Sublease Term of the Lease, naming Sublandlord (or its designee) as beneficiary and unconditional Letter authorizing the beneficiary to draw on the Bank (as hereinafter defined) by the beneficiary’s sight draft, without presentation of Credit any other documents or authorization. Upon Sublandlord acceptance of the Deposit L/C, Sublandlord covenants to cooperate with Subtenant in terminating the Security Agreement. Every Deposit L/C shall be issued by a United States bank reasonably acceptable to Sublandlord with a minimum Standard and drawable upon a money-center bank Poor’s rating of “AA” or better (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), shall be drawable at a Bank office in Los Angeles County, Orange County or San Diego County, California and has combined capital, surplus shall be in a form reasonably acceptable to Sublandlord. Subtenant will cause the Deposit L/C to be replaced by a letter of credit issued by another recognized United States Bank with a minimum Standard and undivided profits Poor’s rating of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit “AA” and otherwise reasonably acceptable to Sublandlord: (i) shall name Landlord as beneficiary, on demand by the Sublandlord if the issuing Bank ever fails to meet the criteria in the preceding sentence; or (ii) be in if Subtenant wishes to replace the amount Deposit L/C with a letter of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable credit issued by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlordanother Bank. The Letter Sublandlord will have the immediate right to draw under the Deposit L/C for all or any portion thereof if the Deposit L/C is not immediately replaced as and when required by a Bank meeting the criteria referred to above. Subtenant will be solely responsible for all costs in connection with the issuance, reissuance, assignment, modification, transfer or renewal of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges Deposit L/C. The Deposit L/C shall be so imposed, then such fees drawable either in partial draws or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, in one draw for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, Deposit L/C in accordance with Section 6.3 below. The Deposit L/C shall be transferable to Sublandlord’s successors and to Sublandlord’s lenders in connection with any financing secured by sight draft on the Issuing Bank, Property (or any portion thereof) and all transfer fees shall hold be paid by the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositSubtenant.

Letter of Credit. (a) Upon To secure the execution due and punctual performance of this all Hattiesburg Lease Obligations assumed by Purchaser, 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, Tenant at Closing Purchaser shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a Seller an irrevocable standby letter of creditcredit in favor of Seller and satisfying the following requirements: (i) it is a sight draft letter of credit from a financial institution (hereinafter referred the "Issuer") acceptable to as the “Issuing Bank”)Seller, 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 combined capital, surplus and undivided profits an initial face amount of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS $2,500,000 ($500,000,000.00), which Letter the "Initial Face Amount") and thereafter reduced on each annual anniversary thereof by an amount equal to one-ninth of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), Initial Face Amount; (iii) have a term it has an expiration date of not less than three one (31) years, 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 may be drawn on by the holder thereof if not so renewed); (iv) permit multiple drawings, it is freely assignable by Seller; (v) it may be fully transferable drawn upon by Landlord without Seller to the payment of extent necessary to cure any fees defaults by the tenant (whether or charges, not such tenant shall be Purchaser) under the Hattiesburg Lease; and (vi) require that any draw on 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 letter of 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, Purchaser shall, within thirty (30) calendar days of the rating downgrade, replace the Letter of Credit be made only upon receipt with one issued by a bank having such rating (and if Purchaser fails to so replace the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually within thirty (30) days after such rating downgrade, and for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and long as the Letter of Credit shall so specifynot have been replaced, Purchaser may drawn upon the Letter of Credit). The Purchaser shall pay any and all costs and expenses associated with Purchaser's changing the Issuer or substituting a new Letter of Credit 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 landlord under the Hattiesburg Lease and/or any other party to which Seller may be liable thereunder, which release shall be in form and substance reasonably acceptable to Seller, but in any event releasing Seller of all Hattiesburg Lease Obligations howsoever created, 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 shall provide that it terminate and Purchaser shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless cause the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date termination of the Letter of Credit that it elects not without cost or liability to have Seller. Neither the procurement and delivery of any such Letter of Credit renewed. Landlord shall have release nor the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount termination of the Letter of Credit, by sight draft on shall affect the Issuing Bank, Guaranty (hereinafter defined) and such Guaranty shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositremain in full force and effect. This Section 2.6 shall survive Closing.

Letter of Credit. (a) Upon Alternatively, and in lieu of the Performance Deposit hereinabove provided, Concessionaire may deposit with the State, upon Concessionaire's execution and delivery of this LeaseAgreement, Tenant shall deliver to Landlord a standbyas Performance for the full and prompt performance by Concessionaire of all of Concessionaire's obligations hereunder, at sight, clean, an irrevocable, non-documentary and unconditional unconditional, transferable letter of credit (the "Letter of Credit issued by Credit"), in substantially the form attached as Exhibit L hereto and drawable upon made a money-center bank (part hereof, in favor of the State from a bank approved by the State (which accepts depositsbank shall have a Fitch rating of "A+" or better, maintains accountsshall have a branch office located in the Honolulu, has a local San Francisco Bay Area office Hawaii metropolitan area, and which will negotiate a letter of credit) shall not appear on any "troubled" or "distressed" bank or financial institution lists maintained or published by the Federal Deposit Insurance Corporation (hereinafter referred to as the “Issuing BankFDIC”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees other governmental entity or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by agency with jurisdiction over the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingbank, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsor any generally-recognized private bank rating entity or company), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall for Performance in the initial amount of 00 Dollars ($ .00). Whether or not this Agreement or Concessionaire's right to possession hereunder has been terminated, (a) in the event of a default under any of the terms, covenants and conditions of this Agreement, (b) in the event Concessionaire has filed (or there has been filed against Concessionaire) a petition for bankruptcy protection or other protection from its creditors under any applicable and available law which has not been dismissed or discharged, or in the event Concessionaire files a general assignment for the benefit of its creditors, or (c) the issuing bank is placed in receivership or similar position by the FDIC or any other governmental entity or agency with jurisdiction over the issuing bank, or otherwise appears on any "troubled" or "distressed" bank or financial institution lists maintained or published by the FDIC, any other governmental entity or agency with jurisdiction over the issuing bank, or any generally-recognized private bank rating entity or company, then, in any such event, the State may at once and without any notice whatsoever to Concessionaire be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) entitled to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of draw down on the Letter of Credit that it elects not and apply such resulting sums toward the cure of any default by Concessionaire under this Agreement or toward any damages to have such Letter of Credit renewed. Landlord shall have which the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit State is entitled pursuant to the terms of this Paragraph 25.20 as cash security depositAgreement.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standbyconcurrently ---------------- with Landlord's execution of the Construction Contract, at sightan unconditional, clean, irrevocable, non-documentary and unconditional Letter irrevocable standby letter of Credit credit (the "L/C") issued by and drawable upon a money-center Bank of Montreal or another bank, which bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office Los Angeles office, and which will negotiate a letter whose deposits are insured by the FDIC, selected by Tenant and reasonably acceptable to Landlord ("L/C Bank") in the initial amount of credit) Two Million Five Hundred Thousand and No/100 Dollars (hereinafter referred to as the “Issuing Bank”$2,500,000.00), and has combined capitalto Landlord, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)its successors or assigns, which Letter of Credit (i) shall name Landlord as beneficiary, (ii) . The L/C shall be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)form attached hereto as Exhibit G. Tenant shall pay all expenses, (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) points and/or fees incurred by Tenant in obtaining the L/C. The L/C shall be fully transferable held by Landlord as security for the full and faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the Lease Term. The L/C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, or if Tenant fails to renew the L/C at least thirty (30) days before its expiration, if such renewal is required under the terms of this Section 3.3, then Landlord may, but shall not be required to, draw upon all or any portion of the L/C for payment of any Rent or any other sum in default, or for the payment of any fees amount that Landlord may reasonably spend or chargesmay become obligated to spend by reason of Tenant's default, including, without limitation, tenant improvements, leasing commissions and reasonable attorneys' fees. The use, application or retention of the L/C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the L/C and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Any amount of the L/C which is drawn upon by Landlord, but is not used or applied by Landlord, shall be held by Landlord and deemed a security deposit (vithe "L/C Security Deposit"). If any portion of the L/C is drawn upon, Tenant shall, within five (5) require that days after written demand therefor, either (i) deposit cash with Landlord (which cash shall be applied by Landlord to the L/C Security Deposit) in an amount sufficient to cause the sum of the L/C Security Deposit and the amount of the remaining L/C to be equivalent to the amount of the L/C then required under this Lease or (ii) reinstate the L/C to the amount which, when combined with the L/C Security Deposit, if any, is equal to the amount then required under this Lease. If any draw on portion of the Letter of Credit L/C Security Deposit is used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord (which cash shall be made only upon receipt applied by Landlord to the issuing Bank of L/C Security Deposit) in a written letter from landlord certifying that an Event of Default has occurred and is amount sufficient to restore the L/C Security Deposit to the amount then continuingrequired under this Lease, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory Tenant's failure to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges do so shall be so imposeda default under this Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Premises and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the rightright to transfer or assign its rights to and interest in the L/C Security Deposit and/or the L/C to the transferee or mortgagee, after its receipt and in the event of such transfer, Tenant shall look solely to such transferee or mortgagee for the return of the Non-Renewal Notice and until L/C Security Deposit and/or the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.L/C. 3.3.2

Letter of Credit. (a) Upon An unconditional, irrevocable sight draft letter of credit, drawable in the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office Area, issued by a national bank reasonably satisfactory to Landlord (provided that Landlord hereby approves each of Silicon Valley Bank, Comerica Bank, and which will negotiate UBS as an acceptable issuer of a letter Letter of credit) (hereinafter referred to as the “Issuing Bank”Credit), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name naming Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), beneficiary and otherwise be in form and content substance reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafterterm and shall provide: (i) that Landlord may make partial and multiple draws thereunder; (ii) that if Tenant fails to pay any Rent due under the Lease after applicable notice and cure periods, unless if any, with respect to any provision of the Issuing Bank sends notice (the “Non-Renewal Notice”) to Lease, Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of may at its sole option draw upon the Letter of Credit in an amount sufficient to cure such failure by Tenant, and the bank will honor a sight draft of Landlord accompanied only by a statement of Landlord that it elects not to have such Letter of Credit renewed. Landlord shall have has the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit right to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of upon the Letter of Credit pursuant to the terms of this Paragraph 25.20 the Lease or the Tenant has filed a petition of bankruptcy; (iii) that notwithstanding such statement, the bank shall honor such draw without inquiry and the bank shall not have the authority, ability, right or discretion to inquire as cash security depositto the basis for such statement; (iv) that in the event of Landlord’s assignment or other transfer of its interest in the Lease, the Letter of Credit shall be freely transferable by Landlord, one or more times, without charge and without recourse to the Landlord or the assignee or transferee of such interest; (v) that the Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (2007 revisions), International Chamber of Commerce Publication No. 600; (vi) that the Letter of Credit will be automatically renewed upon the expiration of its term for additional one (1) year periods, not to extend beyond sixty (60) days after the Expiration Date of the Lease; and (vii) that if the bank does not confirm the extension of the Letter of Credit at least thirty (30) days prior to the relevant annual expiration date or if Tenant does not substitute a replacement Letter of Credit by such date, or if a monetary Default occurs under the Lease, Landlord shall be entitled to draw on the Letter of Credit and to hold and apply such funds as an additional Security Deposit in accordance with the terms of the Lease. A Letter of Credit substantially in the form of Rider 2 attached hereto shall be deemed to satisfy the foregoing requirements.

Letter of Credit. (a) Upon the execution of Provided Tenant has not been in Default under this Lease, Tenant shall deliver many notify Landlord that Tenant desires to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter change the form of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate the Security to a letter of credit, and provided that the letter of credit satisfies all of the terms and conditions of this Section 4.4.1, Landlord shall accept it and return the cash Security to Tenant. Tenant may deliver to Landlord or Agent an irrevocable letter of credit (“L/C”) issued by a national U.S. banking institution (hereinafter the “Issuer”) acceptable to Landlord, in its sole, but reasonable discretion, and in form and substance reasonably satisfactory to Landlord, in the amount set forth in Section [1.10] above (which shall, for the avoidance of doubt, also be referred to hereunder as the “Issuing BankSecurity”), representing security for the performance by Tenant of the covenants and obligations hereunder. Tenant specifically acknowledges and agrees that Landlord shall not be deemed to act unreasonably if Landlord refuses to accept an L/C issued by a financial institution that has combined capitalbeen placed in receivership or declared insolvent by the FDIC, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS or has accepted any federal assistance from the Troubled Assets Relief Program or any similar or comparable program or legislation. In addition to any other items that Landlord may reasonably require, the L/C shall: ($500,000,000.00), which Letter of Credit (ia) shall name Landlord as its beneficiary, ; (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iiib) have a an initial term of not no less than three one year; (3c) years, automatically renew for one year periods unless the issuer provides Landlord with at least 60 days’ advance written notice that the L/C will not be renewed; (ivd) the L/C shall permit multiple drawings, partial draws; (ve) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that sole and exclusive condition to any draw on the Letter L/C shall be that Landlord certifies to the issuer that either or both of Credit be made only upon receipt by the issuing Bank of following is/are true: (i) Tenant is the debtor in a written letter from landlord certifying that an Event of Default has occurred and is then continuing, pending bankruptcy proceeding; and (viiii) provide that it Tenant is governed by not in compliance with any of the uniform Customs terms of this Lease; and Practice for Documentary Credits (1993 revisions), and otherwise f) be in form and content reasonably satisfactory transferable to LandlordSuccessor Landlords (defined below) on as many occasions as desired. The Letter of Credit shall have a term In the event that: (w) the expiration date or be renewed annually for a period of three any L/C occurs before the Expiration Date, (3x) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by issuer has advised Landlord that the issuer will not automatically renew the L/C; (y) Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) fails to deliver to Landlord by certified mail, return receipt requested, not less than at least forty-five (45) days next preceding prior to the then expiration of such L/C either (A) an amendment thereto extending the expiration date of such L/C for not less than twelve (12) months, or (B) a new L/C, in form and substance in accordance with (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion) or (z) (1) the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt credit rating of the NonIssuer is down-Renewal Notice and until graded (from its rating in effect on the expiration date on which the L/C is initially issued) by a reputable rating agency such as Xxxxx’x or Standard & Poor’s; (2) Landlord advises Tenant that, as a result of the Letter Issuer down-grade, Landlord desires Tenant to procure a new L/C from an Issuer reasonably acceptable to Landlord, which new L/C shall be in form and substance to satisfy the requirements of Credit (a) through (f) above and otherwise satisfactory to draw Landlord (in its reasonable discretion); and (3) Tenant fails to deliver such new L/C satisfying the full amount requirements set forth in clause (2) above within forty-five (45) days after Landlord’s request, then in any of the Letter of Creditinstances described in (w) through (z), by sight draft Landlord may draw on the Issuing BankL/C then in Landlord’s possession, and shall hold thereafter (in addition to any other remedies available to Landlord under this Lease) apply the proceeds of such L/C in whatever manner or for whatever purpose Landlord reasonably deems appropriate in the Letter event that Tenant fails to timely comply with any or all of Credit pursuant the covenants and obligations imposed on Tenant under this Lease. In the event that, upon the occurrence of any of the instances described in (w) through (z), Tenant delivers to Landlord a new L/C that satisfies the requirements of this Section 4.4, then upon Landlord’s receipt of such new L/C, Landlord shall promptly release the original L/C to Tenant. If Tenant fails to comply with any or all of its covenants or obligations hereunder, Landlord or Agent may, upon three (3) days prior written notice to Tenant, draw on the L/C and apply the proceeds in whatever manner Landlord deems appropriate, in addition to any and all other remedies available to Landlord under this Lease. In the event Landlord draws against the L/C, Tenant shall, upon demand, at Tenant’s option, immediately either (aa) deposit with Landlord or Agent a sum equal to amount drawn under the L/C or (bb) deliver to Landlord an additional L/C in an amount equal to the terms amount drawn. If Tenant fully and faithfully complies with all the covenants hereunder, the Security (or any balance thereof) together with Landlord’s written consent to the cancellation of this Paragraph 25.20 any and all outstanding L/Cs constituting part of the Security shall be delivered to Tenant within thirty (30) days after the last to occur of (1) the date the Term expires or terminates or (2) delivery to Landlord of possession of the Premises. Landlord may deliver the Security to any purchaser of Landlord’s interest in the Premises or any Successor Landlord, if applicable, whereupon Landlord and Agent shall be discharged from any further liability with respect to the Security. In the event that Landlord exercises its right under the preceding sentence, Tenant shall fully cooperate with Landlord, in all reasonable respects, to cause the L/C to be assigned and conveyed to, or reissued to, such purchaser or Successor Landlord, as cash security depositthe case may be, and Tenant shall bear any expenses incurred in connection therewith. 5.

Letter of Credit. (a) Upon In the execution event Tenant elects to post all or part of the Security Deposit required under this LeaseLease in the form of a letter of credit, then Tenant shall deliver to Landlord a standby, at sight, clean(as required by Section 1.01(G) an unconditional, irrevocable, non-documentary transferable, and unconditional negotiable commercial Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter the “Letter of creditCredit”) in the amounts specified in Section 1.01(G) (hereinafter referred to and increased as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00set forth in Section 1.01(F), which Letter of Credit has been issued by Wxxxx Fargo Bank, National Association (i) “Wxxxx Fargo”). The Letter of Credit and any amendments thereto may be issued by Wxxxx Fargo or other United States commercial bank or savings association which is reasonably acceptable to Landlord, with at least a AA- rating as published by Standard and Poor's Corporation or at least a Aa3 rating as published by Mxxxx'x, and shall name Landlord (or its successor as Landlord) as beneficiary, (ii) and shall be substantially in the amount form of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)EXHIBIT F to this Lease. Landlord 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 Landlord reasonably determines that the issuing bank no longer satisfies the criteria set forth above, (iii) have Landlord may require a term replacement Letter of not less than three (3) years, (iv) permit multiple Credit in form and substance and from a United States bank reasonably acceptable to Landlord which satisfies the criteria set forth above. The Letter of Credit shall provide for partial drawings, (v) be fully transferable by . Landlord without the payment of any fees or charges, (vi) require that any may draw on upon the Letter of Credit be made only upon receipt by the issuing Bank occurrence of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by hereunder only to the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content extent reasonably satisfactory necessary to Landlordcure such Event of Default. The Letter of Credit shall have a term of at least 12 months, and it shall by its terms be renewed automatically each year by the bank, unless the bank gives written notice to the beneficiary, at least sixty (60) days prior to the expiration date or of the then existing Letter of Credit, that the bank elects that it not be renewed annually for a period of three (3) years from the Commencement Daterenewed. If upon any transfer, any fees Tenant fails to provide a replacement Letter of Credit because the issuing bank no longer satisfies the criteria set forth above or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and if the Letter of Credit shall so specifyis ever not renewed and Tenant does not provide a replacement Letter of Credit prior to the date which is twenty-one (21) days prior to the expiration date, Landlord may draw on the entire amount of the Letter of Credit and will then hold the proceeds as a Security Deposit in accordance with the terms of this Lease. The Letter of Credit shall be transferable and the proceeds assignable. Tenant shall reimburse Landlord for all transfer fees incurred. If the financial institution which issued the initial Letter of Credit is ever declared insolvent or closed by the FDIC or other applicable governmental authority or is closed for any other reason (other than periodic branch closures which occur in the normal course of business), then Tenant shall, within 30 days after notice from Landlord, provide that it shall be deemed automatically renewed, without amendment, for consecutive periods a substitute Letter of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) Credit to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding from another financial institution acceptable to Landlord in its reasonable discretion and which otherwise complies with the then expiration date terms of this Section 4.03. Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit that or the proceeds of it elects not to have such Letter of Credit renewed. Landlord and that, in the event Tenant becomes a debtor under the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant's bankruptcy estate shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of any right to restrict or limit Landlord's claim or rights to the Letter of Credit to draw or the full amount proceeds of it by application of Section 502(b)(6) of the Federal Bankruptcy Code or otherwise. Landlord acknowledges that the Letter of Credit, by sight draft on the Issuing BankCredit may be provided by, and for the account of, JL Properties, Inc. (“JL Properties”). Tenant hereby represents to Landlord that JL Properties is an affiliate of JL-BBNC Mezz Utah, LLC, which is an investor or lender in Tenant, and JL Properties has agreed to provide the Letter of Credit in exchange for good and sufficient consideration. Accordingly, at all times while the Letter of Credit obtained by JL Properties remains in effect, Landlord agrees to give JL Properties copies of any notices of default given by Landlord to Tenant hereunder at the address set forth in Section 1.01(I), at the same time and in the same manner as notices of default are required to be given to Tenant hereunder. Notwithstanding the foregoing, other than providing copies of default notices to JL Properties, Landlord shall hold have no obligation to JL Properties under this Lease nor shall JL Properties have any rights or claims of interest under this Lease to the Premises of any kind and Landlord shall only be required to deal directly with Tenant as to the obligations of Tenant to provide the Letter of Credit hereunder. In the event that the Landlord sells the Property and/or satisfies or refinances the indebtedness covered by the Existing Mortgage (as hereinafter defined) such that the Existing Mortgagee (or any successor of the Existing Mortgagee) no longer has any collateral interest in the Property, Landlord shall cause the Existing Mortgagee (or any successor of the Existing Mortgagee) to assign the Letter of Credit and transfer any unapplied proceeds thereof to Landlord, if Landlord is then the owner of the Property, or to Landlord’s successor, if Landlord has sold the Property. Notwithstanding the foregoing, if Tenant is then entitled to the return of the Letter of Credit pursuant to the terms of this Paragraph 25.20 Sections 4.01 or 4.04 hereof, Landlord shall cause the Existing Mortgagee to return the Letter of Credit and the unapplied proceeds thereof to JL Properties (or to Tenant if the Letter of Credit has been issued for the account of Tenant), and to execute and deliver all such documents and instruments as cash security depositare requested or required by Wxxxx Fargo (or other issuing bank) in order to terminate the Letter of Credit.

Letter of Credit. (a) Upon the execution of this LeaseAgreement, Tenant shall deliver to Landlord a standbyEnerNOC will deliver, at sightits sole cost and expense, clean, irrevocable, non-documentary and unconditional a Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter is collateral security to secure performance of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which EnerNOC's obligations under this Agreement. Letter of Credit shall shall mean an irrevocable standby letter of credit (i) shall name Landlord as beneficiaryfrom a commercial bank reasonably acceptable to the Company and that accepts draws under the letter of credit in Connecticut, (ii) be that names the Company as beneficiary in the an initial, and minimum, amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ***** Dollars ($700,000.00*****), which initial amount is subject to increases as set forth herein and (iii) have a term that may be drawn upon in full by the Company upon the Company's delivery to the issuing bank of not less than three Company's certification that the Company is entitled to draw on the letter of credit pursuant to the terms of this Agreement. The Letter of Credit, or guaranty (3as the case may be) yearswill be maintained by EnerNOC from the effective date of this Agreement and continuing until thirty (30) days following the date that EnerNOC fulfulls the minimum requirements as articulated in Paragraph 1 of this Agreement, (iv) permit multiple drawingsor until the termination date of this Agreement if the Company or DPUC terminates the Agreement prior to EnerNOC fulfilling the minimum requirements as articulated in Paragraph 1, (v) be fully transferable by Landlord without and will provide that the payment of any fees or charges, (vi) require that any Company may draw on the Letter of Credit be made only upon receipt or enforce the guaranty (as the case may be) if (i) EnerNOC fails, or refuses to perform, or materially breaches its obligations as required by the issuing Bank Agreement, (ii) such failure, refusal to perform or breach has not been cured or cannot be cured and would give rise to Company's right to terminate this Agreement pursuant to the terms and conditions contained herein, (iii) the Company reasonably believes that (A) EnerNOC's failure, refusal to perform or breach will, or is likely to, cause economic or physical harm to customers or jeopardizes the credibility or integrity of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, CL&P or this program and (viiB) provide EnerNOC cannot adequately address the situation, (iv) the Company has notified the DPUC of the conditions existing pursuant to subsections (i) through (iii) above, including the Company's intent to act on the security (and intended actions related to the same) in. order to address the situation, to the extent the Company believes is reasonable practicable together with a request that it is governed by the uniform Customs DPUC direct and Practice for Documentary Credits authorize the Company to take such intended actions and (1993 revisions), v) the DPUC has directed and otherwise authorized such action to be in form and content reasonably satisfactory to Landlordtaken on the part of the Company. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three guaranty (3as the case may be) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposedin an initial, then such fees or charges and minimum, amount of ***** Dollars ($*****). This initial amount shall be payable solely increased in increments of $***** Dollars ($*****) for every ** MWs of customer load enrolled by Tenant and EnerNOC until such time that EnerNOC has fulfilled the minimum requirements as articulated in Paragraph 1 and/or no longer needs to maintain the Letter of Credit as specified above. EnerNOC shall so specify. The promptly provide the Company with written notice upon reaching a level of customer load enrolled necessitating an increase in the security amount evidenced by the Letter of Credit Credit. In no event shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects constitute liquidated damages or an election of remedies and the Company may pursue any remedies available at law or in equity against EnerNOC, including but not limited to have such Letter terminating the Agreement. For the sake of Credit renewed. Landlord clarity, and without limiting the foregoing, in no event shall have the right, after its receipt existence of the Non-Renewal Notice and until above security be construed to obligate the expiration Company in any way to remedy an EnerNOC's failure, or refusal to perform or breach of this Agreement, to create an obligation on the part of the Letter Company to provide remedies to customers or to service customers who enroll in this program and have EnerNOC's devices installed. The provision of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit service pursuant to this Agreement shall at all times remain the terms sole and exclusive obligation of this Paragraph 25.20 as cash security depositEnerNOC.

Letter of Credit. (a) ). Upon the execution of this LeaseAgreement, Tenant shall deliver to Landlord a standby, at sight, cleanan unconditional, irrevocable, non-documentary transferable and unconditional Letter negotiable standby letter of Credit credit (the "L/C") in an amount equal to $96,350.10 ("Face Amount"), issued by and drawable upon a money-center bank (a bank which accepts depositsor trust company ("Issuer") and in form and content acceptable to Landlord, maintains accountsin its sole and absolute discretion, has a local San Francisco Bay Area office and which will negotiate a letter as additional security for the performance of credit) (hereinafter referred to Tenant's obligations under this Lease. An L/C in the form attached hereto as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) Exhibit B is hereby approved --------- by Landlord. The L/C shall name Landlord as beneficiarybeneficiary thereunder and provide that draws, (ii) including partial draws, at Landlord's election, will be in honored upon the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without delivery to the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank Issuer of a written letter from landlord certifying certificate signed by Landlord, or its authorized agent, that an Event of Default Tenant has occurred and is then continuing, and (vii) failed to perform its obligations under the Lease. The L/C shall also provide that it is governed by will be automatically extended upon each renewal date unless the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory Issuer thereof delivers to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less no later than forty-forty- five (45) days next preceding prior to the then stated expiration date of the Letter L/C, written notice of Credit that it elects Issuer's intent not to have such Letter of Credit renewed. Landlord shall have extend or renew the rightL/C. During any period that Tenant is required to maintain the L/C, after its receipt Tenant shall, at least thirty (30) days prior to any expiration or termination of the Non-Renewal Notice L/C, provide Landlord either with written confirmation that the existing L/C will be automatically extended and until the expiration renewed or with a new L/C that satisfies all of the Letter requirements for the L/C in this Paragraph 12. In addition, upon a proposed sale or other transfer of Credit any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to Tenant of the then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof. Tenant's failure to perform or observe any of the covenants set forth in this Paragraph 12 for any reason shall entitle Landlord to draw on the full amount of the Letter of Credit, by sight draft on the Issuing Bank, L/C and shall hold constitute an Event of Default under this Lease without the proceeds requirement of any notice from Landlord. Any amount(s) drawn under the Letter of Credit pursuant to L/C shall be held or used by Landlord in accordance with the terms of this Paragraph 25.20 as cash security depositSection 4 of the Lease.

Letter of Credit. (a) Upon On or before the execution of this LeaseCommencement Date, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional irrevocable letter of credit (the “Letter of Credit issued by Credit”) established in Landlord’s (and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office its successors’ and which will negotiate a letter of creditassigns’) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be favor in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS Three Million Five Hundred Thousand Dollars ($700,000.00), 3,500,000.00) (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the “Letter of Credit be made only upon receipt Amount”) issued by XX Xxxxxx Xxxxx or any other federally insured banking or lending institution reasonably acceptable to Landlord in the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be form attached hereto as Exhibit J or in other form and content substance reasonably satisfactory acceptable to Landlord. The Letter of Credit shall have specifically provide for partial draws, shall be extended annually, without amendment, for additional one-year periods, and shall by its terms be transferable by the beneficiary thereunder. If an event of default (as described in Section 7.01(a)) occurs which is not cured by Tenant within the applicable notice and cure period set forth in Section 7.0l(b), Landlord, at Landlord’s option, may make a term demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under this lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this paragraph within fifteen (15) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 15-day period will constitute a default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the event that the Letter of Credit has an expiration date earlier than the expiration date of this lease or be renewed annually for the issuer thereof notifies Landlord that it will not renew the Letter of Credit and, in either event, Tenant has not presented to Landlord a period replacement Letter of three Credit which complies with the terms and conditions of the Lease on or before thirty (330) years from days prior to the Commencement Date. If upon expiration date of any transfersuch Letter of Credit then held by Landlord, any fees or charges then Tenant shall be so imposeddeemed in default hereunder and Landlord, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the Letter of Credit then held by Landlord and any such fees or charges shall be payable solely amount paid to Landlord by Tenant and the issuer of the Letter of Credit shall so specifybe held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder and may be applied in accordance with Article VII herein. The Any interest earned on such amounts shall be added to and become part of the security to be drawn upon by Landlord or refunded to Tenant, as the case may be. Landlord’s election to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit in a segregated account shall provide that it shall not be deemed automatically reneweda cure of any default by Tenant hereunder, without amendmentexcept to the extent any of such proceeds are actually applied by Landlord to cure such default. If Landlord elects to apply some or all of such proceeds to cure Tenant’s default, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) Tenant shall not be relieved from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this lease. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by certified mailLandlord may be used by Landlord to cure or satisfy any unperformed, current or past obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in full force and effect at the time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the term of this lease (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this lease, Landlord shall return receipt requested, not less than forty-five (45) days next preceding to the then expiration date issuer of the Letter of Credit that it elects not to have or its successor (or as such Letter issuer may direct in writing) any remaining and unapplied proceeds of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of any prior draws made under the Letter of Credit, by sight draft on the Issuing Banktogether with any accrued interest, and provided Landlord actually delivers to issuer any remaining and unapplied proceeds, Tenant shall hold the proceeds of the Letter of Credit pursuant have no rights, residual or otherwise, against Landlord in or to the terms of this Paragraph 25.20 as cash security depositsuch proceeds.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date issuer of the Letter of Credit (if any) fails to make any payment under that it elects not to have Letter of Credit when due; or (ii) any such Letter of Credit renewed. Landlord shall have is not in full force or, for any reason ceases to constitute the right, after its receipt legal; valid and binding obligation of the Nonissuer; or (iii) any of the events listed in paragraph (g) above applies to such issuer (references in those sub-Renewal Notice and until paragraphs to Lessee being deemed to be to the expiration issuer); or 9-3 <PAGE> (iv) where applicable, any Letter of Credit is not renewed, extended or reissued within the time, or replaced when, required by Section 5.14; or (v) any consent, authorization, license, certificate or approval of or registration with or declaration to any Governmental Entity required to be obtained or maintained by the issuer of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of in connection with the Letter of Credit pursuant is modified in a materially prejudicial manner or is withheld, revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force; or (vi) and each reference in this paragraph (in) to "the terms issuer" shall include a reference to any confirming bank for the Letter of Credit (n) REDELIVERY: Lessee fails to return the Aircraft to Lessor on the Expiry Date in accordance with Section 12; or (o) LITIGATION: a judgement for the payment of money not covered by insurance in excess of Six Hundred Fifty Thousand Dollars ($650,000) (or the equivalent thereof in other currencies) shall be rendered against Lessee or any Lessee Affiliate and the same shall remain undischarged for a period of 30 days, unless during such period, execution of such judgement shall have been effectively stayed by agreement of the parties involved or by court order or such judgement shall have been adequately bonded; or (p) GUARANTEE: (i) any representation or warranty made by Guarantor is or proves to have been incorrect in any material respect when made or deemed to be repeated or Guarantor fails to make any payment or comply with any other obligation under the Guarantee when due; or (ii) the Guarantor repudiates, revokes or claims that it has no further obligations under the Guarantee or the Guarantee ceases to be in full force or, for any reason, ceases to be the legal, valid and binding obligation of Guarantor; or (iii) any of the events listed in paragraph (f)(i) or (g) above occurs in respect of Guarantor (and for purposes of this Paragraph 25.20 as cash security deposit.paragraph(s), references in those paragraphs to Lessee shall be deemed to be references to Guarantor); or (q)

Letter of Credit. (a) Upon the Concurrently with execution of this Leasehereof, Tenant shall deliver to Landlord a standbyLandlord, at sightTenant's sole cost and expense, clean, irrevocable, non-documentary and unconditional the Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be described below in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term [...***...] as security for the full and faithful performance of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Tenant's covenants and Obligations under this Lease. Upon the earlier of Tenant's delivery to Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed Guaranty by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date Qualified Corporate Partner or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding after the then expiration date of the Term or earlier termination, the Letter of Credit shall be returned to Tenant, reduced by any amounts that Landlord reasonably estimates to be required to remedy any defaults on the part of Tenant hereunder. The portion of the Letter of Credit that it elects not so estimated to have such be required shall be paid over to Tenant within two (2) weeks after expiration of the Term. Landlord may (but shall not be required to) draw upon the Letter of Credit renewed. and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof to cure any default under this Lease and to compensate Landlord shall have the rightfor any damage Landlord incurs as a result of such default, after its receipt of the Non-Renewal Notice and until the expiration it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to draw any of Landlord's remedies set forth in this Lease. In such event and upon written notice from Landlord to Tenant specifying the full amount of the Letter of CreditCredit Proceeds so utilized by Landlord, by sight draft on the Issuing Bank, and Tenant shall hold the proceeds of immediately deliver to Landlord an amendment to the Letter of Credit pursuant or a replacement Letter of Credit in an amount equal to [...***...] of the terms amount specified below. Tenant's failure to deliver such replacement Letter of this Paragraph 25.20 as cash security depositCredit to Landlord within ten (10) days of Landlord's notice shall constitute a default hereunder.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, cleanan unconditional, irrevocable, non-documentary transferable and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a negotiable standby letter of credit) credit (hereinafter referred to as the “Issuing BankL/C”) in an amount equal to $800,000.00 (“Face Amount”), issued by a bank or trust company (“Issuer”) and has combined capitalin form and content acceptable to Landlord, surplus in its sole and undivided profits absolute discretion, as additional security for the performance of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) Tenant’s obligations under this Lease. An L/C in the form attached hereto as Exhibit E is hereby approved by Landlord. The L/C shall name Landlord as beneficiarybeneficiary thereunder and provide that draws, (ii) including partial draws, at Landlord’s election, will be in honored upon the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without delivery to the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank Issuer of a written letter from landlord certifying certificate signed by Landlord, or its authorized agent, that an Event of Default Tenant has occurred and is then continuing, and (vii) failed to perform its obligations under the Lease. The L/C shall also provide that it is governed by will be automatically extended upon each renewal date unless the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory Issuer thereof delivers to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less no later than forty-five (45) days next preceding prior to the then stated expiration date of the Letter L/C, written notice of Credit that it elects Issuer’s intent not to have such Letter of Credit renewed. Landlord shall have extend or renew the rightL/C. During any period that Tenant is required to maintain the L/C, after its receipt Tenant shall, at least thirty (30) days prior to any expiration or termination of the Non-Renewal Notice L/C, provide Landlord either with written confirmation that the existing L/C will be automatically extended and until the expiration renewed or with a new L/C that satisfies all of the Letter requirements for the L/C in this Section 40. In addition, upon a proposed sale or other transfer of Credit any interest in the Building, the Project, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days’ notice, shall, concurrent with Landlord’s delivery to Tenant of the then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord’s sole discretion, naming the new landlord as the beneficiary thereof. Tenant’s failure to perform or observe any of the covenants set forth in this Section 40 for any reason shall entitle Landlord to draw on the full amount of the Letter of Credit, by sight draft on the Issuing Bank, L/C and shall hold constitute an Event of Default under this Lease without the proceeds requirement of any notice from Landlord. Any amount(s) drawn under the Letter of Credit pursuant to L/C shall be held or used by Landlord in accordance with the terms of this Paragraph 25.20 as cash security depositSection 4 of the Lease.

Letter of Credit. (a) Except as hereafter provided in this Xxxxxxxxx 00, Xxxxxx shall not be required to deposit with Landlord any security deposit in connection with this Lease. Upon the Tenant's execution of this Lease, Tenant shall shall, at Tenant's cost and expense, deliver to Landlord a standby(or if requested by Landlord, at sightwith any Mortgagee designated by Landlord) an unconditional, clean, irrevocableirrevocable letter of credit in the amount of Five Million and No/100 Dollars ($5,000,000) (a "LETTER OF CREDIT") that (i) names Landlord (or if requested by Landlord, non-documentary and unconditional Letter of Credit any Mortgagee designated by Landlord) as the beneficiary, (ii) is issued by and drawable upon a money-center federally chartered bank (a bank or trust company having at least $50 billion in assets or by another financial institution acceptable to Landlord which accepts deposits, maintains accounts, has a local San Francisco Bay Area an office and in one or more of the contiguous forty-eight United States of America which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and whose deposits are insured by the FDIC, (iii) has combined capital, surplus and undivided profits an expiry date of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter one year from the date of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) yearsissuance, (iv) permit permits multiple drawingsor partial drawings and permits all drawings by sight drafts only, (v) be is fully transferable by Landlord without the payment of any fees or chargescharges by Landlord, (vi) require contains an "evergreen provision" providing that any draw on the Letter of Credit shall be made only upon receipt by deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the remaining Term (and in no event shall the Letter of Credit expire prior to the 45th day following the expiration of the Term) unless the issuing Bank bank sends a notice (the "NON-RENEWAL NOTICE") to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date of a written letter from landlord certifying the Letter of Credit stating that an Event the issuing bank has elected not to renew the Letter of Default has occurred and is then continuing, Credit and (vii) provide that it is governed by issued in accordance with the uniform most recent version of Uniform Customs and Practice for Documentary Credits (1993 revisions), and is otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period held by Landlord to ensure the performance of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant Tenant's covenants and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of obligations under this Paragraph 25.20 as cash security depositLease.

Letter of Credit. From and after the date hereof until the date (athe “Release Date”) Upon the execution Indemnitors pay the Escrowed Amount in cash to the Escrow Account in accordance with Section 4.1 (or the date an Early Payment is made) if a Change of Control of WABCO should occur, then, upon the demand of ASD, WABCO (or any such successor) shall be required to post a letter of credit or similar security obligation reasonably acceptable to ASD in respect of the Indemnifiable Losses under this LeaseAgreement in an amount equal to $880,000,000 USD (which amount shall be converted to EURO at the time such letter of credit or similar security obligation is required to be posted, Tenant based on the prevailing exchange rate at the close of business on the second Business Day immediately prior to such time such letter of credit or similar security obligation is required to be posted) or, if an Initial Decision has been rendered, such other amount as may be specified in the Initial Decision; provided, however, in the event of a Change of Control of WABCO, with ASD’s prior written consent (which may be withheld in its sole and absolute discretion) in lieu of WABCO posting such letter of credit or similar security obligation, the Person acquiring WABCO may provide to ASD and the other Indemnitees a full, unconditional and irrevocable guarantee of the Indemnitors obligations hereunder. In the event of a Change of Control of WABCO, such letter of credit, similar security obligation or guarantee, as applicable, shall deliver be posted or delivered at or prior to Landlord a standbythe consummation of such Change of Control. For the avoidance of doubt, at sight, clean, irrevocable, non-documentary and unconditional Letter the posting of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate such a letter of credit, similar security obligation or guarantee, as applicable, shall in no event relieve the Indemnitors (or their respective successors) (hereinafter referred with respect to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing BankIndemnifiable Losses under this Agreement, and shall hold not result in a cap on the proceeds Indemnitors’ (or any respective successors) Indemnifiable Losses with respect thereto. The letter of credit or similar security obligation shall provide that, without any further action on the Letter part of Credit pursuant any Indemnitor, funds thereunder shall be released to ASD (or, at the direction of ASD, to the terms applicable Indemnitee) upon such time as ASD provides a written instruction to the applicable bank or other issuer of such letter of credit, that any such Indemnitee is entitled to be reimbursed for Indemnifiable Losses under this Paragraph 25.20 as cash security depositAgreement. Upon such payment in full to the Indemnitees, the letter of credit shall be terminated.

Letter of Credit. (a) Except as hereafter provided in this Xxxxxxxxx 00, Xxxxxx shall not be required to deposit with Landlord any security deposit in connection with this Lease. Upon the Tenant's execution of this Lease, Tenant shall shall, at Tenant's cost and expense, deliver to Landlord a standby(or if requested by Landlord, at sightwith any Mortgagee designated by Landlord) an unconditional, clean, irrevocableirrevocable letter of credit in the amount of Five Million and No/100 Dollars ($5,000,000) (a "LETTER OF CREDIT") that (i) names Landlord (or if requested by Landlord, non-documentary and unconditional Letter of Credit any Mortgagee designated by Landlord) as the beneficiary, (ii) is issued by and drawable upon a money-center federally chartered bank (a bank or trust company having at least $50 billion in assets or by another financial institution acceptable to Landlord which accepts deposits, maintains accounts, has a local San Francisco Bay Area an office and in one or more of the contiguous forty-eight United States of America which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and whose deposits are insured by the FDIC, (iii) has combined capital, surplus and undivided profits an expiry date of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter one year from the date of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) yearsissuance, (iv) permit permits multiple drawingsor partial drawings and permits all drawings by sight drafts only, (v) be is fully transferable by Landlord without the payment of any fees or chargescharges by Landlord, (vi) require contains an "evergreen provision" providing that any draw on the Letter of Credit shall be made only upon receipt by deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the remaining Term (and in no event shall the Letter of Credit expire prior to the 45th day following the expiration of the Term) unless the issuing Bank bank sends a notice (the "NON-RENEWAL NOTICE") to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date of a written letter from landlord certifying the Letter of Credit stating that an Event the issuing bank has elected not to renew the Letter of Default has occurred and is then continuingCredit, and (vii) provide that it is governed by issued in accordance with the uniform most recent version of Uniform Customs and Practice for Documentary Credits (1993 revisions), and is otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period held by Landlord to ensure the performance of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant Tenant's covenants and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of obligations under this Paragraph 25.20 as cash security depositLease.

Letter of Credit. (a) Upon Alternatively, and in lieu of the Performance Deposit hereinabove provided, RAC may deposit with the State, upon RAC’s execution and delivery of this LeaseAgreement, Tenant shall deliver to Landlord a standbyas performance for the full and prompt performance by RAC of all of RAC’s obligations hereunder, at sight, clean, an irrevocable, non-documentary and unconditional unconditional, transferable letter of credit (the “Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing BankCredit”), in substantially the form attached as Exhibit H hereto and has combined capitalmade a part hereof, surplus and undivided profits in favor of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have State from a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt bank approved by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and State (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit which bank shall have a term expiration date Fitch rating of “A+” or be renewed annually for better, shall have a period of three branch office located in the Honolulu, Hawaii metropolitan area, and shall not appear on any “troubled” or “distressed” bank or financial institution lists maintained or published by the Federal Deposit Insurance Corporation (3) years from the Commencement Date. If upon any transfer“FDIC”), any fees other governmental‌ entity or charges shall be so imposedagency with jurisdiction over the issuing bank, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyany generally- recognized private bank rating entity or company). The Letter of Credit shall provide that it shall for performance in the initial amount set forth in Exhibit B-5 hereto. Whether or not this Agreement or RAC’s right to possession hereunder has been terminated, (a) in the event of a default under any of the terms, covenants and conditions of this Agreement, (b) in the event RAC has filed (or there has been filed against RAC) a petition for bankruptcy protection or other protection from its creditors under any applicable and available law which has not been dismissed or discharged, or in the event RAC files a general assignment for the benefit of its creditors, or (c) the issuing bank is placed in receivership or similar position by the FDIC or any other governmental entity or agency with jurisdiction over the issuing bank, or otherwise appears on any “troubled” or “distressed” bank or financial institution lists maintained or published by the FDIC, any other governmental entity or agency with jurisdiction over the issuing bank, or any generally-recognized private bank rating entity or company, then, in any such event, the State may at once and without any notice whatsoever to RAC be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) entitled to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of draw down on the Letter of Credit that it elects not and apply such resulting sums toward the cure of any default by RAC under this Agreement or toward any damages to have such Letter of Credit renewed. Landlord shall have which the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit State is entitled pursuant to the terms of this Paragraph 25.20 as cash security depositAgreement.

Letter of Credit. (a) Upon the execution of this LeaseAgreement and before commencing any of the Works provided for in this Agreement, Tenant the Owner shall deliver to Landlord deposit with the Town a standbycash deposit or Letter of Credit, at sightas outlined in Schedule “C”, clean, irrevocable, non-documentary and unconditional in an amount approved by the Director of Operations which cash deposit or Letter of Credit issued shall be sufficient to guarantee the satisfactory completion of the Works and payments required to be made by this Agreement and drawable upon a money-center bank will, without restricting the generality of the foregoing, guarantee the following: Payment of the costs specifically identified on Schedule “C” attached hereto; Payment of one hundred percent (a bank 100%) of all other payments which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter the Owner is required to make to the Town pursuant to this Agreement; Legal fees deposit of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS five thousand ($500,000,000.005,000.00) dollars; and, A deposit of one thousand ($1,000.00) dollars per Lot to ensure completion of and/or compliance with the following: The provisions of the Grading Plan; The paving of the driveway; The sodding of the Lots; and, The provisions of the Town’s Zoning By-law. The deposit shall be returned to the Owner upon completion of Works set out in Sections 15.1(d)(i), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, and (iv) permit multiple drawingsherein, (v) and the receipt by the Town of a Grading Conformance Certificate in a form satisfactory to the Director of Operations as well as approval of the final Plot Plan/Site Plan to ensure that the location of the building or structure complies with the provisions of the Town’s Zoning By-law. A Letter of Credit, drawn upon a chartered bank or credit union in favour of the Town and shall be fully transferable in the amount referred to in Schedule “C”, shall be provided to the Town at the time of the execution of this Agreement, and shall be held by Landlord the Town as security for the obligations of the Owner pursuant to any of the provisions of this Agreement. If in the opinion of the Director of Operations, at any time and from time to time, such amounts are required to be increased, the Owner shall pay such additional sum or provide such additional security as may be required as a result of such increase. In determining the sufficiency of the amount, regard need not be had solely to the particulars outlined in Schedule “C”, but to the total cost of satisfying all of the obligations of the Owner pursuant to any of the provisions of the Agreement. A Letter of Credit, as referred to in Schedule “C” shall be in a form acceptable to the Treasurer, and contain the following provisions: The Letter of Credit shall be security for any obligations of the Owner pursuant to the provisions of this Agreement, without the payment of any fees or charges, (vi) require that any draw limitations whatsoever; Drawings on the Letter of Credit shall be made only permitted upon receipt presentation of a letter from the Town to the credit union or chartered bank claiming default by the issuing Bank Owner under the terms of a written letter from landlord certifying that an Event of Default has occurred and is then continuingthis Agreement, and (vii) provide that it is governed by such default shall not be limited to the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter actions of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges Owner; Partial drawings shall be so imposedpermitted; and, then such fees or charges shall be payable solely by Tenant and If the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless Town has not determined the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date extent of the Letter of Credit that it elects not default or the amount required to have such Letter of Credit renewed. Landlord shall have rectify the rightdefault or compensate the Town or third parties as a result thereof, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to Town may draw on the full amount of the Letter of Credit without any requirement to justify the amount of the Letter of Credit, by sight draft on . If the Issuing Bank, and shall hold the proceeds Town is not provided with a renewal of the Letter of Credit pursuant at least thirty (30) days prior to its date of expiry, the Town may forthwith draw the full amount secured and hold it upon the same terms that applied to the terms Letter of Credit. The Director of Operations will not consider any application for reduction of any Letter of Credit unless and until all of the Primary Services required by this Paragraph 25.20 as Agreement have been fully completed to the satisfaction of the Director of Operations and a Preliminary Certificate of Completion of Primary Services has been issued. The amount of the cash security deposit.deposit or Letter of Credit may, in the sole discretion of the Director of Operations and subject to the review and approval by the Treasurer, be reduced from time to time to an amount not less than twenty-five percent (25%) of the original estimate plus the current cost of all uncompleted Works and any outstanding payments required by this Agreement (collectively the “Minimum Letter of Credit Amount”). Such modifications by the Director of Operations shall be based on the following:

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standbyLandlord, at sightwithin five (5) business days after the date hereof and in all instances before the delivery of the Premises to Tenant, clean, an irrevocable, nonstand-documentary and unconditional by letter of credit (“Letter of Credit issued by Credit”) in the initial amount of Three Hundred Fifty Thousand and drawable upon a money-center bank No/100 Dollars (a bank which accepts deposits$350,000,00), maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) subject to reduction as set forth in the schedule described below (hereinafter referred to as the “Issuing BankLOC Amount”), and has combined capital, surplus and undivided profits issued in the name of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlordbeneficiary thereunder. The Letter of Credit shall have be issued by a term expiration date bank or be renewed annually for other financial institution reasonably approved by Landlord and in a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely form reasonably approved by Tenant and the Letter of Credit shall so specify. Landlord The Letter of Credit shall provide that include specific terms incorporating the following requirements: (i) it shall be deemed irrevocable by the issuer; (ii) it may be drawn upon by Landlord upon presentation of a request for payment, without approval by or duty of inquiry to Tenant or any other party; (ii) one or more partial drawings shall be permitted; (iv) it shall be Issued for a term of twelve (12) months after the date of delivery to Landlord, and shall provide that the same shall be automatically renewed, without amendment, amendment (except as to the LOC Amount) for consecutive successive twelve (12) month periods of one through a date ending five (15) year each thereafter, unless the Issuing Bank sends notice years after delivery to Landlord (the “Non-Renewal NoticeLetter of Credit Term”) unless written notice of nonrenewal has been given by the issuing bank to Landlord Landlord, or notice by certified mail, return receipt requestedTenant that it does not desire to cause the issuing bank to continue to maintain the Letter of Credit, not less than forty-five sixty (4560) days next preceding prior to the expiration of the current twelve (12) month period; and (v) in the event written notice of nonrenewal has been given by the issuing bank to Landlord, or notice by Tenant that it does not desire to cause the issuing bank to continue to maintain the Letter of Credit, as provided above, then in either case, such shall be immediately deemed an Event of Default, provided, however, that notwithstanding anything contained in Article 18, Landlord’s sole remedy for the Event of Default specified in this subsection 6.1(a)(v) shall be to have the immediate right after receipt of such notice to draw upon the Letter of Credit on or before the close of business on the expiration date of the Letter of Credit that it elects not current twelve (12) month period, up to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Nonthen-Renewal Notice and until the expiration of the Letter of Credit to draw the applicable full amount of the Letter of Credit, which funds shall be deposited into a bank account with Landlord’s then current lender and treated as a security deposit held by sight draft on Landlord to secure the Issuing Bankperformance or Tenant’s covenants and obligations under this Lease in accordance with the terms provided in Section 6 2 below; provided, and however, Tenant shall hold not be required to replenish such amounts pursuant to Section 6.2 below. Should an Event of Default occur. Landlord may, but is not obligated to, seek to draw upon the proceeds Letter of Credit or the funds drawn from the Letter of Credit (as allowed pursuant to subsection (v) above, toward the curing of any such Event of Default and/or toward compensating Landlord for any loss or damage arising from any such Event of Default or any obligations of Tenant pursuant to Section 13.7 of this Lease. The amount of the Letter of Credit pursuant (or funds drawn from the Letter of Credit, if applicable) shall automatically be reduced during the Letter of Credit Term, so that the total amount Landlord may draw from the Letter of Credit (or immediately available funds, if applicable) shall be consistent with the following schedule: $350,000.00 as of the date hereof through the last day of the twenty-first (21st) full calendar month following the First Phase Commencement Date; $250,000.00 as of the first day of the twenty-second (22nd) full calendar month following the First Phase Commencement Date through the last day of the thirty-third (33rd) full calendar month following the First Phase Commencement Date; $150,000.00 as of the first day of the thirty-fourth (34th) full calendar month following the First Phase Commencement Date through the last day of the forty-fifth (45th) full calendar month following the First Phase Commencement Date; $50,000.00 as of the first day of the forty-sixth (46th) full calendar month following the First Phase Commencement Date through the last day of the fifty-seventh (57th) full calendar month following the First Phase Commencement Date; and $0.00 as of the first day of the fifty-eighth (58th) full calendar month following the First Phase Commencement Date. All such reductions in the Letter of Credit (or funds drawn from the Letter of Credit, if applicable) shall be effective only on the first day of the respective calendar months specified above and shall not be pro rated for any partial month or year. If Tenant fails to deliver the terms Letter of this Paragraph 25.20 as cash security depositCredit to Landlord within five (5) business days after the Effective Date, Landlord may, at any time, whether or not possession has been delivered to Tenant, deem such failure to be an Event of Default and Landlord may avail itself of the remedies provided for herein.

Letter of Credit. (a) Upon the Together with Tenant’s execution and delivery of this LeaseLease to Landlord, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit described below as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the “Letter of Credit Proceeds”) shall be made only deemed an advance rent deposit or an advance payment of any other kind, or a measure or limitation of Landlord’s damages or constitute a bar or defense to any of the Landlord’s other remedies under this Lease or at law upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to LandlordXxxxxx’s default. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years maintained in effect from the Commencement Date. If upon any transferdate of this Lease through thirty (30) days after the expiration or earlier termination of the Term, any fees and on or charges prior to the expiration of such thirty (30) day period, Landlord shall be so imposed, then such fees or charges shall be payable solely by return to Tenant and the Letter of Credit shall so specify. The (unless presented for payment as provided herein) and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the Premises as required by this Lease upon the surrender thereof); provided, however, that in no event shall provide any such return be construed as an admission by Landlord that Xxxxxx has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the Letter of Credit Proceeds or any portion thereof to cure any Event of Default by Tenant under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder, it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date being understood that any use of the Letter of Credit that it elects Proceeds shall not constitute a bar or defense to have any of Xxxxxxxx’s other remedies under this Lease. In such Letter of Credit renewed. event and upon written notice from Landlord shall have to Tenant specifying the right, after its receipt of the Non-Renewal Notice and until the expiration amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of Landlord an amendment to the Letter of Credit pursuant or a replacement thereof in an amount equal to one hundred percent (100%) of the terms amount specified below for the applicable period. Tenant’s failure to deliver such amendment or replacement to Landlord within five (5) days of this Paragraph 25.20 as cash security depositLandlord’s notice shall constitute an Event of Default hereunder. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, nor any purchaser at any judicial or private foreclosure sale of the Property or any portion thereof, shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such lessor, holder or purchaser shall have actually received the same.

Letter of Credit. (a) Upon 34.1 At Tenant’s election, in lieu of the execution cash security deposit in the amount of the required Security Deposit as set forth in the Schedule on page 1 of this Lease, Tenant shall will deliver to Landlord a standbycontemporaneously with Tenant’s execution and delivery of this Lease an irrevocable letter of credit payable in San Jose, at sightCalifornia, cleanMiami, irrevocableFlorida; Naples, non-documentary and unconditional Letter Florida; New York, New York; Chicago, Illinois; Santa Clara, California; or Scranton, Pennsylvania, in the amount of Credit the required Security Deposit set forth in the Schedule on page 1 of this Lease, issued for the benefit of the Landlord by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) reasonably satisfactory to Landlord (hereinafter referred to as the “Issuing Bank”) which: (i) has an A.M. Best Bank Deposit Rating of “a” or better; (ii) has a Standard & Poors Bank Survivability Assessment Rating of “A” or better; and (iii) has a Xxxxx’x Bank Financial Strength Rating of” B+” or better, in each case without qualification by “-” or other reduction or negative qualification of such rating), ; and (iv) has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS $500 million; provided, however, that Landlord approves Silicon Valley Bank as the Issuing Bank so long as it maintains a rating of at least *** ($500,000,000.003 stars) at Xxxxxxxx.xxx (collectively, the “L/C Issuer Requirements”). Notwithstanding that the Issuing Bank may have met the L/C Issuer Requirements upon issuance of the letter of credit, which Letter if, during the Lease Term, the Issuing Bank fails to meet the L/C Issuer Requirements, or if the Issuing Bank enters into any form of Credit (i) shall name Landlord as beneficiaryregulatory or governmental receivership or other similar regulatory or governmental proceeding including, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)without limitation, (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees receivership instituted or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt commenced by the issuing Federal Deposit Insurance Corporation (FDIC) or is otherwise declared insolvent or downgraded by the FDIC or put on an FDIC “watchlist,”, then Tenant shall within 10 business days after written notice from Landlord deliver to Landlord a replacement letter of credit which meets the requirements of this Paragraph 34 and issued by an Issuing Bank of a written letter from landlord certifying that meeting the L/C Issuer Requirements; Tenant’s failure to do so will, notwithstanding anything in this Lease to the contrary, constitute an Event of Default has occurred and is then continuingfor which there will be no notice or grace or cure period applicable thereto (other than the aforesaid 10-day period), and (vii) will give Landlord the immediate right, without further notice to Tenant, to draw upon such letter of credit. If Tenant replaces such letter of credit pursuant to the foregoing, Landlord will, within 30 days after Landlord’s receipt of the replacement letter of credit, deliver to Tenant the letter of credit so replaced. Each letter of credit will be irrevocable for the term of such letter of credit and will provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually automatically renewable for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, ending not less earlier than forty-five (45) 60 days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter Lease Term (the “Final L/C Expiration Date”) without any action whatsoever on the part of Credit Landlord. However, the Issuing Bank will have the right not to draw renew said letter of credit on written notice to Landlord given not less than 60 days before the full amount expiration of the Letter then current term thereof (it being understood, however, that the privilege of Credit, by sight draft on the Issuing BankBank not to renew said letter of credit will not, and shall hold in any event, diminish the proceeds 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 Letter Lease Term). Tenant must be the applicant of Credit pursuant to the terms letter of this Paragraph 25.20 as cash security depositcredit.

Letter of Credit. Within ten (a10) Upon days of the execution date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this LeaseSublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, Tenant which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall deliver have the right, but not the obligation, to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional apply the Letter of Credit issued against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by and drawable upon Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a money-center bank (result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter new Letter of credit) (hereinafter referred to as Credit if the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which new Letter of Credit (ia) shall name Landlord as beneficiary, becomes effective at least thirty (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4530) days next preceding before the then termination or expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have replaces; (b) is in the right, after its receipt of required amount; (c) is on the Non-Renewal Notice same terms and until the expiration of conditions as the Letter of Credit to draw it replaces; (d) is issued by a bank having the full amount of same or better credit rating as the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of bank that issued the Letter of Credit pursuant it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the terms requirements of this Paragraph 25.20 as cash security depositSection 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, on or before the dates as indicated below an irrevocable, non-documentary transferable (one or more times) and unconditional Letter of Credit ("Letter of Credit") substantially in the form attached hereto as "Exhibit H" in the amount(s) indicated hereinbelow, issued by and drawable upon a money-center bank (a bank which accepts depositsacceptable to Landlord, maintains accountsproviding that all or any portion of the principal amount thereof is available against presentation of Landlord's "at sight" request or requests for payment accompanied solely by a statement purportedly signed by a partner or officer of Landlord or its agent or assignee, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying stating that an Event of Default has occurred by Tenant under the Lease, after Tenant receives notice and is then continuing, and (vii) the default remains uncured after the applicable cure period. Tenant shall provide that it is governed by a Letter of Credit throughout the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be Term of this Lease in form and content reasonably satisfactory to Landlordaccordance with the provisions of this Article 35. The Letter of Credit shall have state that it contains the entire understanding of all parties named therein, that it is subject to the terms and conditions by all of the parties named therein. In the event Landlord or its agent or assignee shall draw upon part or all of the Letter of Credit during the Term, of this Lease, Tenant shall either replenish the said Letter of Credit within five days of the draw thereupon or within said five-day period deliver to Landlord a replacement Letter of Credit in an amount equal to the amount drawn subject to the terms and conditions provided herein. The failure of Tenant to (i) maintain the required Letter of Credit, (ii) replenish or replace any portion of the Letter of Credit after a draw or (iii) deliver a replacement Letter of Credit in the amount set forth below to Landlord by the date which is thirty (30) days prior to the anniversary of the Commencement Date of each respective year shall be an Event of Default under this Lease and shall entitle Landlord to draw on the existing Letter of Credit. Tenant shall obtain a Letter of Credit in the amount of Three Hundred Forty Seven Thousand Six Hundred Eighty Five Dollars ($347,685.00) in the amount(s) and on the following schedule: (i) Two Hundred Seventy Two Thousand Four Hundred Sixty Five Dollars ($272,465.00) upon execution of this Lease; and (ii) Seventy Five Thousand Two Hundred Twenty Two Dollars ($75,222.00) on or before January 30, 2001. Provided Tenant is not in default of any of the terms, covenants and conditions of this Lease at the commencement of each of the subsequent full Lease Years of the original Term, the amount of the Letter of Credit required shall be reduced to the following amounts for each subsequent year as set forth below: Date Letter of Credit Value First Lease Year $ 347,685.00 4/1/01 - 3/31/02 Second Lease Year $ 278,148.00 03 Third Lease Year $ 208,611.00 04 Fourth Lease Year $ 139,074.00 Fifth Lease Year $ 69,537.00 In no event shall the Letter of Credit be reduced below $69,537.00, except upon termination this Lease, at which time Landlord shall release the Letter of Credit. Tenant may request Landlord to release the face amount of the Letter of Credit during the term expiration date or of the Lease provided Tenant delivers to Landlord audited financial statements, (i) disclosing Tenant's net worth to be renewed annually in excess of Ten Million Dollars ($10,000,000.00) for a period of three (3) years from consecutive quarters and (ii) showing Tenant's net profit based on earnings before amortization and depreciation or (iii) Tenant becomes a publicly traded company on the Commencement Date. If upon any transferNasdaq, any fees American or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewedNew York stock exchange. Landlord shall have the right, after in its receipt of the Non-Renewal Notice sole and until the expiration of absolute discretion, to approve or reject Tenant's request. In no event shall Landlord transfer or assign the Letter of Credit to draw any party other than the full amount assignee of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of Landlord's interest in this Paragraph 25.20 as cash security depositLease.

Letter of Credit. From and after the date hereof until the date (athe “Release Date”) Upon the execution Indemnitor pays the Escrowed Amount in cash to the Escrow Account in accordance with Section 4.1 (or the date an Early Payment is made) if a Change of Control of WABCO or ASE, as applicable, should occur, then, upon the demand of ASD, ASE (or any such successor) shall be required to post a letter of credit or similar security obligation reasonably acceptable to ASD in respect of the Indemnifiable Losses under this LeaseAgreement in an amount equal to $880,000,000 USD (which amount shall be converted to EURO at the time such letter of credit or similar security obligation is required to be posted, Tenant based on the prevailing exchange rate at the close of business on the second Business Day immediately prior to such time such letter of credit or similar security obligation is required to be posted) or, if an Initial Decision has been rendered, such other amount as may be specified in the Initial Decision; provided, however, in the event of a Change of Control of WABCO or ASE, as applicable, with ASD’s prior written consent (which may be withheld in its sole and absolute discretion) in lieu of ASE posting such letter of credit or similar security obligation, the Person acquiring WABCO or ASE, as applicable, may provide to ASD and the other Indemnitees a full, unconditional and irrevocable guarantee of the Indemnitor’s obligations hereunder. In the event of a Change of Control of WABCO or ASE, as applicable, such letter of credit, similar security obligation or guarantee, as applicable, shall deliver be posted or delivered at or prior to Landlord a standbythe consummation of such Change of Control. For the avoidance of doubt, at sight, clean, irrevocable, non-documentary and unconditional Letter the posting of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate such a letter of credit, similar security obligation or guarantee, as applicable, shall in no event relieve the Indemnitors (or its successors) (hereinafter referred with respect to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing BankIndemnifiable Losses under this Agreement, and shall hold not result in a cap on the proceeds Indemnitor’s (or any of its successors) Indemnifiable Losses with respect thereto. The letter of credit or similar security obligation shall provide that, without any further action on the part of the Letter Indemnitor, funds thereunder shall be released to ASD (or, at the direction of Credit pursuant ASD, to the terms applicable Indemnitee) upon such time as ASD provides a written instruction to the applicable bank or other issuer of such letter of credit, that any such Indemnitee is entitled to be reimbursed for Indemnifiable Losses under this Paragraph 25.20 as cash security depositAgreement. Upon such payment in full to the Indemnitees, the letter of credit shall be terminated.

Letter of Credit. (a) 11.1 Upon the Tenant's execution and submission of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocableunconditional, non-documentary and unconditional irrevocable letter of credit that conforms to the requirements of this Article (“Letter of Credit”). The Letter of Credit issued shall serve as security for the prompt, full and faithful performance by Tenant of the terms, covenants and drawable conditions of this Lease. In the event that an Event of Default exists hereunder and Tenant fails to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon a money-center bank (a bank which accepts depositsthe expiration of this Lease, maintains accounts, has a local San Francisco Bay Area office Landlord may use or apply the whole or any part of the Letter of Credit proceeds for the payment of Tenant's obligations hereunder. The use or application of the Letter of Credit proceeds or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and which will negotiate a letter shall not be construed as liquidated damages. In no event shall the Letter of credit) (hereinafter referred to as the “Issuing Bank”)Credit be considered an advance payment of Rent, and has combined capitalin no event shall Tenant be entitled to use the Letter of Credit for the payment of Rent. Landlord shall have the right to transfer the Letter of Credit to any purchaser of the Building. Upon such transfer, surplus Tenant shall look solely to such purchaser for return of the Letter of Credit and undivided profits Landlord shall be relieved of any liability with respect to the Letter of Credit. The Letter of Credit shall be: (a) in form and substance satisfactory to Landlord in its sole discretion (with the following criteria at a minimum); (b) at all times in the stated face amount of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS two hundred fifty thousand dollars ($500,000,000.00)250,000.00) and shall on its face state that multiple and partial draws are permitted and either (i) that partial draws will not cause a corresponding reduction in the stated face amount of the Letter of Credit or (ii) that, within five (5) business days after any such partial draw, the issuer will notify Landlord in writing that the Letter of Credit will not be reinstated to its full amount in which event Landlord shall have the right to immediately draw on the remainder of the Letter of Credit (i) it being understood that the Letter of Credit shall name Landlord as beneficiary, (ii) at all times be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three the total Letter of Credit amount as so required); (3c) yearsissued by a commercial bank acceptable to Landlord from time to time with a banking office in the metropolitan area in which the Building is located, for the account of Tenant and its permitted successors and assigns under this Lease; (ivd) permit multiple drawingsmade payable to, and expressly transferable and assignable one or more times at no charge by, the owner from time to time of the Building or its lender (vwhich transfer/assignment shall be conditioned only upon the execution of a reasonable and customary written document in connection therewith), whether or not the original account party of the Letter of Credit continues to be the Tenant under this Lease by virtue of a change in name or structure, merger, assignment, transfer or otherwise; (e) be fully transferable by payable at sight upon presentment to a Kansas City branch of the issuer of a simple sight draft stating only that Landlord without the payment of any fees or charges, (vi) require that any is permitted to draw on the Letter of Credit under the terms of the Lease and setting forth the amount that Landlord is drawing; (f) of a term not less than one year, and shall on its face state that the same shall be made only renewed automatically, without the need for any further written notice or amendment, for successive minimum one year periods, unless the issuer notifies Landlord in writing, at least sixty (60) days prior to the expiration date thereof, that such issuer has elected not to renew the Letter of Credit (which will thereafter entitle Landlord to draw on the Letter of Credit); and (g) at least thirty (30) days prior to the then current expiration date of such Letter of Credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the sixtieth (60th) day after the expiration of the Lease Term, or (2) replaced by Tenant with cash or another Letter of Credit meeting the requirements of this Article. If Landlord shall ever draw upon receipt the Letter of Credit, and if this Lease has not terminated, Tenant shall immediately deliver to Landlord either cash or an endorsement of the issuer of the Letter of Credit reinstating the credit for the portion thereof used by Landlord, or an additional Letter of Credit conforming to the requirements of this section, in an amount equal to the reduced portion of the original Letter of Credit used by Landlord. Tenant shall cooperate with Landlord to effect any modifications, transfers or replacements of the Letter of Credit requested by Landlord in order to assure that Landlord is at all times fully secured by a valid Letter of Credit that may be drawn upon by Landlord, its successors and assigns. Notwithstanding anything in this Lease to the contrary, any cure or grace period provided in connection with an Event of Default shall not apply to any of the foregoing requirements of the Letter of Credit and, specifically, if any of the aforesaid requirements are not complied with timely, then an immediate Event of Default shall occur and Landlord shall have the right to immediately draw upon the Letter of Credit without notice to Tenant. Each Letter of Credit shall be issued by a commercial bank that has a long term credit rating at least A- (or equivalent) by Standard & Poor's Corporation (“S&P”), or at least A3 (or equivalent) by Xxxxx'x Investor Service, Inc. (“Moody's”), and shall be otherwise acceptable to Landlord in its reasonable discretion. If the issuer's credit long term rating is reduced below A- (or equivalent) by S&P or below A3 (or equivalent) by Moody's, or if the financial condition of such issuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute Letter of Credit that complies in all respects with the requirements of this Article and Tenant's failure to obtain such substitute Letter of Credit within ten (10) days following Landlord's written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing Letter of Credit in whole or in part, without notice to Tenant. In the event the issuer of any Letter of Credit held by Landlord is insolvent or is placed into receivership or conservatorship by the issuing Bank Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, said Letter of Credit shall be deemed to not meet the requirements of this Article and, within ten (10) days thereof, Tenant shall replace such Letter of Credit with other collateral acceptable to Landlord in its sole and absolute discretion (and Tenant's failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute a written letter from landlord certifying that an Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day period). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant's sole risk and shall not relieve Tenant of its obligations hereunder. Notwithstanding the foregoing, provided no Event of Default has occurred hereunder and, not earlier than 60 and not later than 30 days prior to each reduction date set forth below, Tenant has delivered to Landlord a written request for Landlord to acknowledge (and Landlord has made such acknowledgement in writing on such form as is then continuingreasonably required by the issuing bank, and Landlord agrees to so acknowledge, if true, within ten (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4510) days next preceding after request therefor) that no Event of Default has occurred hereunder, Tenant may reduce the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration amount of the Letter of Credit to draw $187,500 after the full amount fourth anniversary of the Letter Commencement Date, to $125,000 after the fifth anniversary of Creditthe Commencement Date, by sight draft on to $62,500 after the Issuing Banksixth anniversary of the Commencement Date, and shall hold to $0.00 after the proceeds seventh anniversary of the Commencement Date and thereafter no Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositshall be required.

Letter of Credit. (a) Upon the execution of Provided Tenant has not been in Default under this Lease, Tenant shall deliver many notify Landlord that Tenant desires to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter change the form of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate the Security to a letter of credit, and provided that the letter of credit satisfies all of the terms and conditions of this Section 4.4.1, Landlord shall accept it and return the cash Security to Tenant. Tenant may deliver to Landlord or Agent an irrevocable letter of credit (“L/C”) issued by a national U.S. banking institution (hereinafter the “Issuer”) acceptable to Landlord, in its sole, but reasonable discretion, and in form and substance reasonably satisfactory to Landlord, in the amount set forth in Section [1.10] above (which shall, for the avoidance of doubt, also be referred to hereunder as the “Issuing BankSecurity”), representing security for the performance by Tenant of the covenants and obligations hereunder. Tenant specifically acknowledges and agrees that Landlord shall not be deemed to act unreasonably if Landlord refuses to accept an L/C issued by a financial institution that has combined capitalbeen placed in receivership or declared insolvent by the FDIC, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS or has accepted any federal assistance from the Troubled Assets Relief Program or any similar or comparable program or legislation. In addition to any other items that Landlord may reasonably require, the L/C shall: ($500,000,000.00), which Letter of Credit (ia) shall name Landlord as its beneficiary, ; (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iiib) have a an initial term of not no less than three one year; (3c) years, automatically renew for one year periods unless the issuer provides Landlord with at least 60 days’ advance written notice that the L/C will not be renewed; (ivd) the L/C shall permit multiple drawings, partial draws; (ve) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that sole and exclusive condition to any draw on the Letter L/C shall be that Landlord certifies to the issuer that either or both of Credit be made only upon receipt by the issuing Bank of following is/are true: (i) Tenant is the debtor in a written letter from landlord certifying that an Event of Default has occurred and is then continuing, pending bankruptcy proceeding; and (viiii) provide that it Tenant is governed by not in compliance with any of the uniform Customs terms of this Lease; and Practice for Documentary Credits (1993 revisions), and otherwise f) be in form and content reasonably satisfactory transferable to LandlordSuccessor Landlords (defined below) on as many occasions as desired. The Letter of Credit shall have a term In the event that: (w) the expiration date or be renewed annually for a period of three any L/C occurs before the Expiration Date, (3x) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by issuer has advised Landlord that the issuer will not automatically renew the L/C; (y) Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) fails to deliver to Landlord by certified mail, return receipt requested, not less than at least forty-five (45) days next preceding prior to the then expiration of such L/C either (A) an amendment thereto extending the expiration date of such L/C for not less than twelve (12) months, or (B) a new L/C, in form and substance in accordance with (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion) or (z) (1) the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt credit rating of the NonIssuer is down-Renewal Notice and until graded (from its rating in effect on the expiration date on which the L/C is initially issued) by a reputable rating agency such as Xxxxx’x or Standard & Poor’s; (2) Landlord advises Tenant that, as a result of the Letter Issuer down-grade, Landlord desires Tenant to procure a new L/C from an Issuer reasonably acceptable to Landlord, which new L/C shall be in form and substance to satisfy the requirements of Credit (a) through (f) above and otherwise satisfactory to draw Landlord (in its reasonable discretion); and (3) Tenant fails to deliver such new L/C satisfying the full amount requirements set forth in clause (2) above within forty-five (45) days after Landlord’s request, then in any of the Letter of Creditinstances described in (w) through (z), by sight draft Landlord may draw on the Issuing BankL/C then in Landlord’s possession, and shall hold thereafter (in addition to any other remedies available to Landlord under this Lease) apply the proceeds of such L/C in whatever manner or for whatever purpose Landlord reasonably deems appropriate in the Letter event that Tenant fails to timely comply with any or all of Credit pursuant the covenants and obligations imposed on Tenant under this Lease. In the event that, upon the occurrence of any of the instances described in (w) through (z), Tenant delivers to Landlord a new L/C that satisfies the requirements of this Section 4.4, then upon Landlord’s receipt of such new L/C, Landlord shall promptly release the original L/C to Tenant. If Tenant fails to comply with any or all of its covenants or obligations hereunder, Landlord or Agent may, upon three (3) days prior written notice to Tenant, draw on the L/C and apply the proceeds in whatever manner Landlord deems appropriate, in addition to any and all other remedies available to Landlord under this Lease. In the event Landlord draws against the L/C, Tenant shall, upon demand, at Tenant’s option, immediately either (aa) deposit with Landlord or Agent a sum equal to amount drawn under the L/C or (bb) deliver to Landlord an additional L/C in an amount equal to the terms amount drawn. If Tenant fully and faithfully complies with all the covenants hereunder, the Security (or any balance thereof) together with Landlord’s written consent to the cancellation of this Paragraph 25.20 any and all outstanding L/Cs constituting part of the Security shall be delivered to Tenant within thirty (30) days after the last to occur of (1) the date the Term expires or terminates or (2) delivery to Landlord of possession of the Premises. Landlord may deliver the Security to any purchaser of Landlord’s interest in the Premises or any Successor Landlord, if applicable, whereupon Landlord and Agent shall be discharged from any further liability with respect to the Security. In the event that Landlord exercises its right under the preceding sentence, Tenant shall fully cooperate with Landlord, in all reasonable respects, to cause the L/C to be assigned and conveyed to, or reissued to, such purchaser or Successor Landlord, as cash security depositthe case may be, and Tenant shall bear any expenses incurred in connection therewith.

Letter of Credit. (a) Upon the Concurrently with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional an irrevocable letter of credit (the "Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter Credit") in favor of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS Six Million Three Hundred Fifty-Seven Thousand Seven Hundred Eight Hundred Sixteen and 52/100 Dollars ($700,000.00), (iii6,357,816.52) have a term as security for the performance of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to LandlordTenant's obligations under this Lease. The Letter of Credit initially delivered pursuant to this Paragraph 5(a) and all substitutions, replacements and renewals of it, must be consistent with and shall have a term expiration date or be renewed annually for a period of three satisfy all the following requirements: (3i) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The be clean, irrevocable and unconditional and effective immediately upon issuance; (ii) the Letter of Credit must be issued by a national bank which is a member of the New York Clearing House and which has a banking office dedicated to the administration and payment of letters of credit in Los Angeles, California, which bank must be reasonably satisfactory to Landlord; (iii) the Letter of Credit shall have an expiration date no earlier than the first (1st) anniversary of the date of its issuance and shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) its automatic renewal from year each thereafter, to year unless terminated by the Issuing Bank sends issuing bank by notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, given not less than forty-five [***] (45[***]) days next preceding prior to its expiration date by registered or certified mail (and the then final expiration date of the Letter of Credit that and all renewals of it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until be no earlier than [***] ([***]) days following the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of Lease Term); (iv) the Letter of Credit may be drawn at the Los Angeles, California banking office of the issuer and must allow for draws to be made at sight pursuant to a form of draw request reasonably satisfactory to Landlord; (v) the terms Letter of this Paragraph 25.20 Credit must allow for one draw in the whole amount or multiple partial draws (and Landlord shall not, as cash security deposita condition to any draw, be required to deliver any certificate, affidavit or other writing to the issuer expressing the basis for the draw; nor shall the issuer have the right to inquire as to the basis for the draw or require instruction or authorization from any party other than Landlord; nor shall issuer be permitted to withhold a draw, when requested by Landlord, as a result of any instruction from any other party); (vi) the Letter of Credit shall be freely transferable by Landlord; (vii) the Letter of Credit shall be governed by (A) the International Standby Practices (SP 98 published by the International Chamber of Commerce) and (B) the United Nations Convention on Independent Guarantees and Standby Letters of Credit; and (viii) the Letter of Credit shall otherwise be in such form and subject to such requirements as Landlord may reasonably require provided, Landlord hereby approves the form attached here as Exhibit G. Without limiting the generality of the foregoing, the Letter of Credit must be issued by a bank or financial institution acceptable to Landlord (x) that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, (y) whose long-term debt ratings on bank level senior debt obligations are rated in not lower than the second highest category by at least two of Fitch Ratings Ltd. ("Fitch"), Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P") or their respective successors (the "Rating Agencies") (which, as of the date hereof, shall mean AA from Fitch, Aa from Moody's or AA from S&P) and (z) which has a short-term deposit rating at the bank level in the highest category from at least two Rating Agencies (which shall mean F1 from Fitch, P-1 from Moody's and A-1 from S&P).

Letter of Credit. (a) Upon the execution of this LeaseAgreement, Tenant shall deliver to Landlord a standbyEnerNOC will deliver, at sightits sole cost and expense, clean, irrevocable, non-documentary and unconditional a Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter is collateral security to secure performance of credit) (hereinafter referred to as EnerNOC's obligations under this Agreement for the “Issuing Bank”), and has combined capital, surplus and undivided profits benefit of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which CL&P's customers. Letter of Credit shall mean an irrevocable standby letter of credit (i) shall name Landlord as beneficiaryfrom a commercial bank reasonably acceptable to the Company and that accepts draws under the letter of credit in Connecticut, (ii) be that names the Company as beneficiary in the an initial, and minimum, amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ***** Dollars ($700,000.00*****), which initial amount is subject to increases as set forth herein and (iii) have a term that may be drawn upon in full by the Company upon the Company's delivery to the issuing bank of not less than three Company's certification that the Company is entitled to draw on the letter of credit pursuant to the terms of this Agreement. The Letter of Credit, or guaranty (3as the case may be) yearswill be maintained by EnerNOC from the effective date of this Agreement and continuing until thirty (30) days following the date that EnerNOC fulfills the minimum requirements as articulated in Paragraph 1 of this Agreement, (iv) permit multiple drawingsor until the termination date of this Agreement if the Company or DPUC terminates the Agreement prior to EnerNOC fulfilling the minimum requirements as articulated in Paragraph 1, (v) be fully transferable by Landlord without and will provide that the payment of any fees or charges, (vi) require that any Company may draw on the Letter of Credit be made only upon receipt or enforce the guaranty (as the case may be) for the benefit of its customers if (i) EnerNOC fails, or refuses to perform, or materially breaches its obligations as required by the issuing Bank Agreement, (ii) such failure, refusal to perform or breach has not been cured or cannot be cured and would give rise to Company's right to terminate this Agreement pursuant to the terms and conditions contained herein, (iii) the Company reasonably believes that (A) EnerNOC's failure, refusal to perform or breach will, or is likely to, cause economic or physical harm to customers or jeopardizes the credibility or integrity of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, CL&P or this program and (viiB) provide EnerNOC cannot adequately address the situation, (iv) the Company has notified the DPUC of the conditions existing pursuant to subsections (i) through (iii) above, including the Company's intent to act on the security (and intended actions related to the same) in order to address the situation, to the extent the Company believes is reasonable practicable together with a request that it is governed by the uniform Customs DPUC direct and Practice for Documentary Credits authorize the Company to take such intended actions and (1993 revisions), v) the DPUC has directed and otherwise authorized such action to be in form and content reasonably satisfactory to Landlordtaken on the part of the Company. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three guaranty (3as the case may be) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposedin an initial, then such fees or charges and minimum, amount of ***** Dollars ($*****). This initial amount shall be payable solely increased in increments of ***** Dollars ($*****) for every ** MWs of customer load enrolled by Tenant and EnerNOC until such time that EnerNOC has fulfilled the minimum requirements as articulated in Paragraph 1 and/or no longer needs to maintain the Letter of Credit as specified above. EnerNOC shall so specify. The promptly provide the Company with written notice upon reaching a level of customer load enrolled necessitating an increase in the security amount evidenced by the Letter of Credit Credit. In no event shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects constitute liquidated damages or an election of remedies and the Company may pursue any remedies available at law or in equity against EnerNOC, including but not limited to have such Letter terminating the Agreement. For the sake of Credit renewed. Landlord clarity, and without limiting the foregoing, in no event shall have the right, after its receipt existence of the Non-Renewal Notice and until above security be construed to obligate the expiration Company in any way to remedy an EnerNOC failure, or refusal to perform or breach of this Agreement, to create an obligation on the part of the Letter Company to provide remedies to customers or to service customers who enroll in this program and have EnerNOC's devices installed. The provision of Credit service pursuant to draw this Agreement shall at all times remain the full amount sole and exclusive obligation of EnerNOC. This Amendment constitutes the Letter of CreditParties entire understanding as to the modifications to be made to the March 3, by sight draft on the Issuing Bank2006 75-110 MW Agreement, and shall hold the proceeds of the Letter of Credit pursuant supersede all previous communications, representations or agreements, either verbal or written, between CL&P and EnerNOC with regard to the terms of March 3, 2006 75-110 MW Agreement. The Paragraphs as numbered above replace the like numbered paragraphs in the March 3, 2006 75-110 MW Agreement. In all other respects the March 3, 2006 75-110 MW Agreement, attached as Exhibit A to this Paragraph 25.20 as cash security depositAmendment, shall remain in full force and effect amongst and between the Parties.

Letter of Credit. (a) Upon the execution In lieu of this Leasea cash Additional Security Deposit, Tenant shall may deliver to Landlord a standby, at sight, clean, irrevocableunconditional, non-documentary and unconditional irrevocable letter of credit in accordance with the requirements set forth below (the “Letter of Credit”). The Letter of Credit issued by shall be: (a) in form and drawable upon substance satisfactory to Landlord in its sole discretion (with the following criteria at a money-center bank minimum); (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of creditb) (hereinafter referred to as at all times in the “Issuing Bank”), and has combined capital, surplus and undivided profits stated face amount of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS the Additional Security Deposit, and shall on its face state that multiple and partial draws are permitted and either ($500,000,000.00)i) that partial draws will not cause a corresponding reduction in the stated face amount of the Letter of Credit or (ii) that, within five (5) business days after any such partial draw, the issuer will notify Landlord in writing that the Letter of Credit will not be reinstated to its full amount in which event Landlord shall have the right to immediately draw on the remainder of the Letter of Credit (i) it being understood that the total security deposit on hand, whether in cash or Letter of Credit form, shall name Landlord as beneficiary, (ii) at all times be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three the total Security Deposit Amount as so defined); (3c) yearsissued by a commercial bank acceptable to Landlord from time to time and located in the Los Angeles metropolitan area for the account of Tenant, and its permitted successors and assigns under the Lease; (ivd) permit multiple drawingsmade payable to, and expressly transferable and assignable one or more times at no charge by, the owner from time to time of the Building or its lender (vwhich transfer/assignment shall be conditioned only upon the execution of a reasonable and customary written document in connection therewith),whether or not the original account party of the Letter of Credit continues to be the tenant under the Lease by virtue of a change in name or structure, merger, assignment, transfer or otherwise; (e) be fully transferable by payable at sight upon presentment to a Los Angeles metropolitan area branch of the issuer of a simple sight draft stating only that Landlord without the payment of any fees or charges, (vi) require that any is permitted to draw on the Letter of Credit be made only upon receipt by under the issuing Bank terms of the Lease and setting forth the amount that Landlord is drawing; (f) of a written letter from landlord certifying that an Event of Default has occurred and is then continuingterm not less than one year, and shall on its face state that the same shall be renewed automatically, without the need for any further written notice or amendment, for successive minimum one-year periods, unless the issuer notifies Landlord in writing, at least sixty (vii60) provide that it is governed by days prior to the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transferthereof, any fees or charges shall be so imposed, then that such fees or charges shall be payable solely by Tenant and issuer has elected not to renew the Letter of Credit shall so specify. The (which will thereafter entitle Landlord to draw on the Letter of Credit); and (g) at least thirty (30) days prior to the then-current expiration date of such Letter of Credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the ninetieth (90th) day after the expiration of the Lease Term, or (2) replaced by Tenant with cash, or another Letter of Credit meeting the requirements of this Section, in the full amount of the Security Deposit. Tenant shall provide that it shall be deemed automatically renewedcooperate with Landlord to effect any modifications, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date transfers or replacements of the Letter of Credit requested by Landlord in order to assure that it elects not to have such Landlord is at all times fully secured by a valid Letter of Credit renewedthat may be drawn upon by Landlord, its successors and assigns. Landlord Notwithstanding anything in the Lease to the contrary, any cure or grace period provided in connection with an Event of Default shall have the right, after its receipt not apply to any of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount foregoing requirements of the Letter of Credit, by sight draft on and, specifically, if any of the Issuing Bankaforesaid requirements are not complied with timely, then an immediate Event of Default shall occur and Landlord shall hold have the proceeds of right to immediately draw upon the Letter of Credit pursuant without notice to Tenant and apply the proceeds to the terms security deposit. Each Letter of Credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least A-2 (or equivalent) by Xxxxx’x Investor Service, Inc., or at least P-2 (or equivalent) by Standard & Poor’s Corporation, and shall be otherwise acceptable to Landlord in its sole and absolute discretion. If the issuer’s credit rating is reduced below A-2 (or equivalent) by Xxxxx’x Investors Service, Inc. or below P-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial condition of such issuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute Letter of Credit that complies in all respects with the requirements of this Paragraph 25.20 Section, and Tenant’s failure to obtain such substitute Letter of Credit within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in the Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing Letter of Credit in whole or in part, without notice to Tenant. In the event the issuer of any Letter of Credit held by Landlord is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as cash of the date of such occurrence, said Letter of Credit shall be deemed to not meet the requirements of this Section, and, within ten (10) days thereof, Tenant shall replace such Letter of Credit with other collateral acceptable to Landlord in its sole and absolute discretion (and Tenant’s failure to do so shall, notwithstanding anything in the Lease to the contrary, constitute an Event of Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day period). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with respect to the security deposit.

Letter of Credit. (a) Upon the execution of this LeaseOn or prior to November, 1, 1999, Tenant shall ---------------- deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional the Letter of Credit issued described below as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the "Letter of Credit Proceeds") shall be deemed an advance rent deposit or an advance payment of any other kind, or a measure or limitation of Landlord's damages or constitute a bar or defense to any of the Landlords other remedies under this Lease or at law upon Tenant's default. The Letter of Credit shall be maintained in effect from the date of this Lease through sixty (60) days after the expiration or earlier termination of the Term and Tenant's vacation of the Premises, and on or prior to the expiration of such sixty (60) day period, Landlord shall return to Tenant the Letter of Credit (unless presented for payment as provided herein) and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the Premises as required by this Lease upon the surrender thereof); provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and drawable no interest shall accrue or be payable to Tenant with respect thereto. Upon the occurrence and continuance of an Event of Default, Landlord may (but shall not be required to) draw upon the Letter of Credit in such amount as will enable Landlord to cure the Event of Default or to compensate Landlord for any damage Landlord incurs as a money-center bank result of the Event of Default, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord's other remedies under this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall, within ten (10) Business Days after Landlord's notice, deliver to Landlord an amendment to the Letter of Credit or a bank which accepts depositsreplacement thereof in an amount equal to one hundred percent (100%) of the amount specified below. Tenant's failure to deliver such amendment or replacement to Landlord within such ten (10) Business Day period shall constitute an Event of Default hereunder. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, maintains accountsnor any purchaser at any judicial or private foreclosure sale of the Property or any portion thereof, has a local San Francisco Bay Area office and which will negotiate a shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such lessor, holder or purchaser shall have actually received the same. As used herein, Letter of Credit shall mean an unconditional, irrevocable letter of credit) credit (hereinafter referred to as the “Issuing "Letter of Credit") issued at Tenant's sole expense by a Northern California office of Bank of America NT&SA or another bank reasonably satisfactory to Landlord (the "Bank”"), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name naming Landlord as beneficiary, (ii) be and in form and substance reasonably satisfactory to Landlord, in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS One Hundred Eighty-One Thousand Three Hundred Ninety- Three Dollars ($700,000.00181,393.00). The Letter of Credit shall be for a one-year or, at Tenant's election, longer, term and shall provide: (i) that Landlord may make partial and multiple draws thereunder, up to the face amount thereof, (iiiii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by that Landlord without the payment of any fees or charges, (vi) require that any may draw on upon the Letter of Credit be made only up to the full amount thereof, as determined by Landlord, and the Bank will pay to Landlord the amount of such draw upon receipt by the issuing Bank of a sight draft signed by Landlord and accompanied by a written letter certification from landlord certifying Landlord to the Bank stating either: (a) that an Event of Default has occurred and is then continuingcontinuing under this Lease, and the amount drawn by Landlord under the Letter of Credit is an amount Landlord is entitled to draw pursuant to the provisions of this Lease or (viib) provide that it is governed an uncured failure by the uniform Customs Tenant to perform one or more of its obligations has occurred under this Lease and Practice 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 Documentary Credits such failure of performance to constitute an Event of Default under this Lease, or (1993 revisions)c) that Landlord has not received notice from the Bank that the Letter of Credit will be renewed by the Bank for at least one (1) year beyond the then relevant expiration date and Tenant has not furnished Landlord with a replacement Letter of Credit as hereinafter provided, or (d) that Bank no longer meets the requirements set forth above and otherwise Tenant has not furnished Landlord with a replacement Letter of Credit as required hereunder from a Bank meeting such requirements; and (iii) that, in the event of Landlord's assignment or other transfer of its interest in this Lease, the Letter of Credit shall be in form freely transferable by Landlord, without charge and content reasonably satisfactory without recourse, to Landlordthe assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall further provide that it shall a draw thereon pursuant to clause (ii)(c) above may only be deemed automatically renewed, without amendment, for consecutive periods of one made during the thirty (130) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next day period preceding the then applicable expiration date of the Letter of Credit Credit. In the event that it elects not the Bank shall fail to have such notify Landlord that the Letter of Credit renewed. will be renewed for at least one (1) year beyond the then applicable expiration date, and Tenant shall not have delivered to Landlord, at least thirty (30) days prior to the relevant annual expiration date, a replacement Letter of Credit in the amount required hereunder and otherwise meeting the requirements set forth above, then Landlord shall have be entitled to draw on the rightLetter of Credit as provided above, after its receipt and shall hold and apply the proceeds of such draw as Letter of Credit Proceeds pursuant to this Section 6.01. In the Non-Renewal Notice and until the expiration of event that Tenant shall not timely deliver the Letter of Credit to draw the full Landlord, in lieu thereof Tenant shall deliver One Hundred Eighty-One Thousand Three Hundred Ninety-Three Dollars ($181,393.00) in cash to Landlord no later than December 1, 1999, failing which an Event of Default shall be deemed to have occurred hereunder. Such cash amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the be held as Letter of Credit Proceeds pursuant to the terms of this Paragraph 25.20 as cash security deposit6.