Common use of Reduction of L-C Amount Clause in Contracts

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of the Second Amendment, is hereby deleted and replaced with the following: 21.3.1.1 Subject to the terms hereof, from time to time during New Premises Term, but in no event earlier than the second (2”) anniversary of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may include, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced by Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71); provided, however, in no event shall (A) Tenant make a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) the L-C be reduced more than one (1) time in any twelve (12) month period, and (C) the L-C Amount be less than an amount equal to the sum of Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One and 15/100 Dollars ($578,771.15). For the purposes of this Section, Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71).”

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 21.3.1.1 of the Second Amendment, Office Lease is hereby deleted and replaced with the following: 21.3.1.1 Subject to the terms hereof, from time to time during New Premises Term, but in no event earlier than the second (2”2nd) anniversary of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may include, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced by Two Hundred Eighty-Nine Thirty Thousand Three Hundred Sixty-Four and 71/100 00/100 Dollars ($289,364.71230,000.00), plus fourteen and twenty-three one hundredths percent (14.23%) of the Additional L-C Amount, if applicable; provided, however, in no event shall (A) Tenant make a L¬C L-C Reduction Request than one (1) time in any given twelve (12) month period, (B) the L-C be reduced more than one (1) time in any twelve (12) month period, and (C) the L-C Amount be less than an amount equal to the sum of Five Four Hundred Seventy-Eight Sixty Thousand Seven Hundred Seventy-One and 15/100 00/100 Dollars ($578,771.15)460,000.00) plus twenty-eight and forty-seven one hundredths percent (28.47%) of the Additional L-C Amount, if applicable. For the purposes of this Section, Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thirty Thousand Three Hundred Sixty-Four and 71/100 Dollars 00/100 ($289,364.71)230,000.00) , plus fourteen and twenty-three one hundredths percent (14.23%) of the Additional L-C Amount, if applicable.”

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of the Second Amendment, is hereby deleted and replaced with the following: 21.3.1.1 Subject to the terms hereofof this Section 21.9, from time to time during New Premises Term, but in no event earlier than the second (2”) anniversary and Tenant satisfaction of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may includeCondition, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced on the first day of the thirty-seventh (37th) full calendar month of the Lease Term (the "First Reduction Date"), by Two Hundred EightyTenant's delivery to Landlord of an amendment to the existing L-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars C, conforming in all respects to the requirements of this Article 21, but in the amount of fifty percent ($289,364.71); provided, however, in no event shall (A50%) Tenant make a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) of the original L-C be reduced more than one (1) time in any twelve (12) month periodAmount. If Tenant is not satisfying the First L-C Reduction Condition as of the First Reduction Date, and (C) then Tenant may reduce the L-C Amount be less than an amount equal as of such later date that Tenant is then satisfying the First L-C Reduction Condition. Subject to the sum of Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One and 15/100 Dollars ($578,771.15). For the purposes terms of this SectionSection 21.9, and Tenant satisfaction of the Second L-C Reduction Condition, the L-C Amount shall be deemed further reduced on the first day of the ninety-first (91st) full calendar month of the Lease Term (the "Second Reduction Date"), by Tenant's delivery to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interestLandlord of an amendment to the existing L-C, taxes, depreciation, and amortization, as determined conforming in accordance with generally accepted accounting principles, consistently applied, exceeds all respects to the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes requirements of this SectionArticle 21, Tenant’s “Net Worth” shall be defined, as determined but in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninetythe amount of twenty-five percent (9525%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription servicesoriginal L-C Amount. Within ten (10) business days after Landlord’s receipt of an If Tenant is not satisfying the Second L-C Reduction RequestCondition as of the Second Reduction Date, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to then Tenant stating that (A) Landlord is approving may reduce the L-C Amount as of such later date that Tenant is then satisfying the Second L-C Reduction Request, or (B) Landlord Condition. If Tenant is rejecting allowed to reduce the L-C Reduction RequestAmount pursuant to the terms and conditions of this Section 21.9, then Landlord shall reasonably cooperate with Tenant in order to effectuate such reduction. If Landlord does not affirmatively accept or reject For purposes of this Section 21.9, (i) the "First L-C Reduction Request within ten Condition" shall mean that Tenant is not then in default under this Lease, and Tenant then has an "equity market capitalization" on a national public exchange of greater than Two Billion Four Hundred Million Dollars (10$2,400,000,000) business days after receipt of and (ii) the "Second L-C Reduction Request Condition" shall mean that Tenant is not then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”)in default under this Lease, and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt Tenant then has an "equity market capitalization" on a national public exchange of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two greater than Three Billion Six Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Million Dollars ($289,364.713,600,000,000).”

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 21.7 of the Second AmendmentLease, is hereby deleted and replaced with which provides that the following: 21.3.1.1 Subject to amount of the terms hereof, from time to time during New Premises L-C be reduced annually throughout the Lease Term, but in shall be null and void and of no event earlier than further force or effect, and, instead, the second (2”) anniversary of Amendment L-C Amount shall be reduced throughout the New Premises Commencement DateTerm in accordance with the schedule set forth in Sections 9.2.1 through 9.2.2 below, provided that Tenant tenders to Landlord a replacement L-C or a certificate of amendment to the existing L-C, conforming in all aspects to the requirements of Article 21 of the Lease, in the amount of the applicable L-C amount as of the effective date of any such reduction hereunder; and provided further, that the following conditions are satisfied in Landlord’s discretion as of the effective date of any such reduction hereunder, Tenant (i) Tenant has not previously been in default under the Lease at least Twenty Million and No/100 Dollars ($20,000,000.00) cash on its balance sheet, (ii) is not then in monetary or material non-monetary default beyond any applicable notice and cure period under the Lease, and (iiiii) Tenant delivers has provided written notice to Landlord requesting a written reduction in the amount of the L-C in accordance with the requirements set forth above (the “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may includeNotice”), without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request then the L-C Amount shall be reduced by Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four in accordance with the schedule below. Upon Tenant’s request and 71/100 Dollars ($289,364.71); provided, however, in no event shall (A) Tenant make after Tenant’s delivery of a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) the replacement L-C be reduced more than one (1) time in any twelve (12) month periodconnection with the foregoing, Landlord agrees to return the Prior L-C to Tenant. 9.2.1 From and (C) after Month 37 of the New Premises Term, the then-current L-C Amount shall be less than an amount equal decreased to the sum of Ninety Thousand Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One Nineteen and 15/100 60/100 Dollars ($578,771.1590,519.60). For . 9.2.2 From and after Month 49 of the purposes of this SectionNew Premises Term, Tenant the then-current L-C Amount shall be deemed decreased to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, Sixty Thousand Three Hundred Forty-Six and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 40/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.0060,346.40). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71).”

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of the Second Amendment, is hereby deleted and replaced with the following: 21.3.1.1 Subject to the terms hereofof this Section 21.4, from time to time during New Premises Term, but in no event earlier than the second (2”) anniversary of the New Premises Commencement Date, Landlord hereby acknowledges and provided agrees that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may include, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced subject to reduction by Two Hundred Eightyan amount equal to $571,428.57 upon each of the first seven (7) anniversaries of the Lease Commencement Date (each, an “L-Nine Thousand Three Hundred SixtyC Reduction Date”) so long as the “LC Reduction Conditions,” as that term is defined, below, are satisfied as of the subject L-Four and 71/100 Dollars C Reduction Date. For purposes of this Lease, the “LC Reduction Conditions” shall mean that ($289,364.71); provided, however, in no event shall (Ai) Tenant make if a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) draw under the L-C be reduced more than one (1) time by Landlord has occurred in any twelve (12) month periodaccordance with the terms of this Lease, and (C) Tenant shall have fulfilled its obligation to reinstate the L-C Amount be less than an amount equal or to provide cash to Landlord as provided above in this Article 21, in order that Landlord shall hold, immediately prior to the sum subject L-C Reduction Date, cash and/or an L-C, as the case may be, in the total L-C Amount required under this Lease immediately prior to the subject L-C Reduction Date, (ii) Tenant is not in default under this Lease after the expiration of Five Hundred Seventyany applicable cure period as of the subject L-Eight Thousand Seven Hundred Seventy-One and 15/100 Dollars C Reduction Date, ($578,771.15). For the purposes of this Section, iii) Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interestdelivered audited financial statements, taxes, depreciation, and amortization, as determined prepared in accordance with generally accepted accounting principles, principles consistently applied, exceeds the sum of Two Million and 00/100 Dollars applied ($2,000,000.00); and (2“Financial Statements”) Tenant’s indicating that “Net WorthGuarantor,” (as that term is defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes in Section 29.31 of this SectionLease, Tenant’s as of the end of the “Net Worth” shall be Fiscal Year”, as that term is defined, as determined in accordance with generally accepted accounting principlesbelow, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are completed most recently prior to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an subject L-C Reduction RequestDate, Landlord retains a “Quick Ratio” (i.e., “current assets” divided by “current liabilities”) of not less than one (1), (iv) Tenant shall deliver notice Financial Statements indicating that Guarantor, as of the end of the Fiscal Year completed most recently prior to the subject L-C Reduction Date, retains cash and cash equivalents (which shall include accounts receivable which are not older than sixty (60) days) in an amount not less than $25,000,000.00, and (v) neither Tenant nor Guarantor is, as of the subject L-C Reduction Date, under material SEC or other governmental investigation or is under threat of any such investigation, but this item (iv) shall only be applicable only to the extent the subject investigation or threat thereof will or may have a material adverse financial effect upon the subject entity. For purposes of this Lease, a “Landlord Fiscal Year” shall mean Tenant’s fiscal year for accounting purposes, which shall be the one year period commencing approximately as of February 1 of each year and concluding as of approximately January 31 of the following year. In the event that the LC Reduction Request Response”) to Tenant stating that (A) Landlord is approving Conditions are not satisfied as of any particular L-C Reduction Date, then the L-C Reduction Requestshall not be subject to reduction as of such date, or (B) Landlord is rejecting provided that in the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then event that Tenant shall deliver an additional L-C subsequently satisfy the LC Reduction Request (the “Additional L-C Reduction Request”)Conditions, and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced as of the date of the satisfaction by Tenant of the sum LC Reduction Conditions. As an example only, in the event that Tenant failed to satisfy the LC Reductions Conditions as of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars the first anniversary of the Lease Commencement Date, but satisfied the LC Reduction Conditions as of the second anniversary of the Lease Commencement Date, then the LC Amount would reduce as of such second anniversary by $1,142,857.14 (i.e., the $289,364.71571,428.57 reduction which could have been, but was not, implemented as of the first anniversary of Lease Commencement Date (due to the failure of Tenant to then satisfy the LC Reduction Conditions), plus the $571,428.57 reduction to which Xxxxxx is entitled as of the second anniversary of the Lease Commencement Date).”

Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 21.7 of the Second AmendmentLease, is hereby deleted and replaced with which provides that the following: 21.3.1.1 Subject to amount of the terms hereof, from time to time during New Premises L-C be reduced annually throughout the Lease Term, but in shall be null and void and of no event earlier than further force or effect, and, instead, the second (2”) anniversary of Amendment L-C Amount shall be reduced throughout the New Premises Commencement DateTerm in accordance with the schedule set forth in Sections 9.2.1 through 9.2.2 below, provided that Tenant tenders to Landlord a replacement L-C or a certificate of amendment to the existing L-C, conforming in all aspects to the requirements of Article 21 of the Lease, in the amount of the applicable L-C amount as of the effective date of any such reduction hereunder; and provided further, that the following conditions are satisfied in Landlord’s discretion as of the effective date of any such reduction hereunder, Tenant (i) Tenant has not previously been in default under the Lease at least Twenty Million and No/100 Dollars ($20,000,000.00) cash on its balance sheet, (ii) is not then in monetary or material non-monetary default beyond any applicable notice and cure period under the Lease, and (iiiii) Tenant delivers has provided written notice to Landlord requesting a written reduction in the amount of the L-C in accordance with the requirements set forth above (the “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may includeNotice”), without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request then the L-C Amount shall be reduced by Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four in accordance with the schedule below. Upon Tenant’s request and 71/100 Dollars ($289,364.71); provided, however, in no event shall (A) Tenant make after Tenant’s delivery of a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) the replacement L-C be reduced more than one (1) time in any twelve (12) month periodconnection with the foregoing, Landlord agrees to return the Prior L-C to Tenant. 9.2.1 From and (C) after Month 37 of the New Premises Term, the then-current L-C Amount shall be less than an amount equal decreased to the sum of Ninety Thousand Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One Nineteen and 15/100 60/100 Dollars ($578,771.1590,519.60). For . 9.2.2 From and after Month 49 of the purposes of this SectionNew Premises Term, Tenant the then-current L-C Amount shall be deemed decreased to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, Sixty Thousand Three Hundred Forty-Six and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 40/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.7160,346.40).”

Reduction of L-C Amount. If following June 15, 2006 and June 15, 2007, each as applicable, Tenant has (i) not previously been in monetary default under this Lease or failed to cure a non-monetary default within the applicable cure period under this Lease, (ii) not, during the previous twelve (12) month period, either failed to pay any amount of Rent as and when due hereunder and (iii) then satisfies the “Financial Threshold,” as defined below, the L-C Amount may be reduced by Tenant no sooner than ten (10) business days following delivery of a valid “Reduction Notice,” as defined below, from Tenant to Landlord as follows: after June 15, 2006, the L-C Amount may be reduced to One Million Sixty-Eight Thousand Eight Hundred Two and Tenant hereby acknowledge No/100 Dollars ($1,068,802.00); after June 15, 2007, the L-C Amount may be reduced to Five Hundred Forty-Seven Thousand Seven Hundred Sixty-One and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of No/100 Dollars ($547,76l.00). Landlord shall have the Second Amendment, is hereby deleted and replaced with the following: 21.3.1.1 Subject to the terms hereofright, from time to time, to require Financial Statements from Tenant as provided in Article 17 to verify whether Tenant satisfies or continues to satisfy the Financial Threshold and Tenant shall promptly notify Landlord if at any time during New Premises Term, but in no event earlier than the second (2”) anniversary of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) after Tenant delivers a Reduction Notice, Tenant fails to Landlord a written “meet the Financial Threshold. Notwithstanding the above scheduled reductions in the L-C Reduction Request” containing sufficient evidence satisfactory Amount, in the event that at any time subsequent to Landlord the any reduction of the L-C Amount pursuant to the above (which may includea) Tenant shall be in monetary default under this Lease, without limitationhave failed to cure a non-monetary default within the applicable cure period under this Lease, unaudited financial statements for or (b) Tenant fails to satisfy the Financial Threshold ((a) and (b) each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request DateReinstatement Event”) that Landlord receives an L-C Reduction Request ), then the L-C Amount shall be reduced by Two revert back to the original L-C Amount of One Million Five Hundred EightySeventy-Nine Seven Thousand Three One Hundred SixtyThirty-Four Five and 71/100 No/100 Dollars ($289,364.71); provided1,577,135.00) and shall remain at such amount for the remainder of the Lease Term. In such event, howeverwithin five (5) days of notice from Landlord that a Reinstatement Event has occurred, in no event Tenant shall either (Ai) Tenant make a L¬C Reduction Request than one (1) time in any given twelve (12) month periodprovide an additional L-C which, (B) when combined with the L-C then being held by Landlord totals One Million Five Hundred Seventy-Seven Thousand One Hundred Thirty-Five and No/100 Dollars ($1,577,135.00) or (ii) provide an entirely new L-C in the amount of One Million Five Hundred Seventy-Seven Thousand One Hundred Thirty-Five and No/100 Dollars ($1,577,135.00). Such obligation shall continue for the remainder of the Lease Term and, notwithstanding anything to the contrary contained herein, there shall be reduced more than one no subsequent reductions of the L-C amount. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the L-C Security Deposit and/or the L-C, or any balance thereof, shall be returned to Tenant within thirty (130) time in any twelve (12) month perioddays following the expiration of the Lease Term. For purposes hereof, and (C) the term “Reduction Notice” shall mean a written notice from Tenant given after June 15, 2006 or June 15, 2007, as applicable, of Tenant’s desire to reduce the L-C Amount be less than an amount equal to as provided in this Article 21 accompanied by a current Financial Statement demonstrating that Tenant satisfies the sum of Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One and 15/100 Dollars ($578,771.15)Financial Threshold. For purposes hereof the purposes “Financial Threshold” shall mean that Tenant has (i) cash or cash equivalents and marketable securities (including short and long term debt investments) of this Section, Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long $50,000,000 (including debt and equity securities); (ii) a net worth (as (1total consolidated assets less total consolidated liabilities) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00)100,000,000; and (2iii) Tenant’s “Net Worth” an annual (as defined belowtrailing twelve months) exceeds Fifty Million and 00/100 Dollars (operating cash flow of $50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71)12,000,000.”