Common use of Security Deposit Clause in Contracts

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Tenant has deposited, or before occupying the Premises shall deposit, with Landlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit $ (the "Letter of CreditSecurity Deposit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D), to be held by Landlord as a security ("Security Deposit") for to insure the full and faithful performance and observance by Tenant of the termseach and every term, provisions provision, covenant, and conditions condition of this Lease. It is agreed that in . a. In the event that Tenant defaultsfails to comply with any term, in respect of any of the termsprovision, provisions and conditions of this Leasecovenant, including, but not limited to, the payment of Fixed Rent or additional rentcondition, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole all or any part of the proceeds thereof to the extent required such Security Deposit or additional deposits for the payment of any Fixed Rent rent, additional fees, or handling charges in default as set forth in this Lease, and additional rent the payment of the amount of damages that Landlord has suffered by reason of Tenant's noncompliance, or for any other sum as to which Tenant is in default or for any sum which that Landlord may expend or may be required to expend by reason of any noncompliance by Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, including any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrue before or after summary proceedings reentry by Landlord. b. After Tenant has faithfully performed his obligations hereunder, paid all rent and other charges due Landlord, returned all keys and surrendered the Premises (including all fixtures, facilities, and appliances) in the same condition as at the commencement of the Lease Term, except for reasonable wear and tear, and where applicable, provided Landlord with proof of payment for final utility ▇▇▇▇(s), then Landlord shall, within thirty (30) days after the termination of tenancy and delivery of possession of Premises, return any remaining amount(s) of the Security Deposit and additional deposits to Tenant, together with an itemized list of the costs of the repairs of the items set forth in the list and evidence of same. A minimum of dollars ($ ) shall be withheld at time of vacation of Premises for payment toward any unpaid utility bills unless evidence of payment of final utility bills is presented to Landlord prior to the release of any security deposited herein. c. It is expressly understood that Landlord's application of the Security Deposit or other re-entry additional deposits shall not be Landlord's sole remedy in the event of Tenant's default. SHOULD THE COSTS OF REPAIRS, REPLACEMENTS, AND/OR LANDLORD'S OTHER DAMAGES EXCEED THE SECURITY AND ADDITIONAL DEPOSITS, TENANT SHALL PAY FOR SUCH EXCESS COSTS. NO PART OF SAID SECURITY DEPOSIT SHALL BE APPLIED BY TENANT AS PAYMENT OF ANY PART OF THE RENT OR OTHER OBLIGATIONS DUE HEREUNDER. Tenant shall pay rent required each month as if no Security Deposit were ever made. d. If, during the Lease Term, including any extension, renewal or holdover, any part of the Security Deposit and/or the additional deposit shall have been utilized by Landlord in accordance with the terms herein or applicable law, Tenant shall, upon demand, immediately deposit with Landlord a sum equal to the amount so applied by Landlord. In Landlord shall have the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the full Security Deposit shall be returned promptly to Tenant after and/or the date fixed as additional deposit on hand at all times during the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. Lease Term. e. In the event of an the sale, transfer, or assignment by Landlord of its his interest in the Premises or this Lease, Landlord shall notify Tenant of such sale, transfer, or assignment, and Landlord shall have the right to transfer the Security Deposit and any additional deposits to the assignee and transferee whereupon Landlord shall thereupon be released by Tenant from all liability with respect to the security deposited and Tenant shall look solely to the new Landlord for the return of such Security Deposit the security deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbranceadditional deposits. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution 6.01 Tenant shall deposit with Landlord on the signing of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (Lease the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and Security Deposit either in the form of the letter cash or Letter of credit annexed hereto Credit (as Schedule Ddefined and further described in Section 6.02), to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It If the Security Deposit is agreed in the form of a Letter of Credit, the remainder of this Section 6.01 through Section 6.05 shall govern and if the Security Deposit is in the form of cash, Section 6.06 shall govern. Tenant agrees that in the event (i) of the occurrence of a Default or (ii) Tenant defaultshas defaulted beyond the expiration of applicable notice and cure periods, if any, in respect the performance of any of the terms, provisions and conditions of its obligations under this Lease, including, but not limited to, including the payment of Fixed Rent or additional rentany item of Rent, and the transmittal of a Notice of default by Landlord is barred by applicable law, Landlord may draw down upon the entire amount of the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof such proceeds, to the extent required for the payment of any Fixed Rent and additional rent Base Rent, Additional Rent, or any other sum as to which Tenant is in default Default, or for any sum which that Landlord may reasonably expend or may be required to expend by reason of Tenant's default in respect of the Default (including any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry reentry by Landlord). In the event that Tenant shall fully and faithfully comply with If Landlord applies or retains any portion or all of the termsproceeds of the Letter of Credit, provisionsTenant shall forthwith restore the amount so applied or retained by delivering an additional or new Letter of Credit so that, covenants and conditions at all times, the amount of this Lease, the Security Deposit shall be the amount set forth in the Basic Lease Information. Provided there is no uncured Default, any balance of the proceeds of the Letter of Credit held by Landlord and not used, applied or retained by Landlord as above provided, and any remaining Letter of Credit, shall be returned promptly to Tenant within forty-five (45) days after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised entire Premises to Landlord in accordance with the terms of this Lease. 6.02 Tenant shall deliver to Landlord a clean, irrevocable and unconditional letter of credit (such letter of credit, and any replacement thereof as provided herein, is called a “Letter of Credit”) issued and drawn upon any commercial bank reasonably approved by Landlord with offices for banking purposes in the State of New York or Connecticut (“Issuing Bank”), which Letter of Credit shall have a term of not less than one year, be in form and content reasonably satisfactory to Landlord, be for the account of Landlord and be in the amount of the Security Deposit set forth in the Basic Lease Information. The form of letter of credit annexed to this Lease as Exhibit D is satisfactory. The Letter of Credit shall provide that: (1) The Issuing Bank shall pay to Landlord or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; (2) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the Term, unless the Issuing Bank sends written notice (the “Non-Renewal Notice”) to Landlord by certified or registered mail, return receipt requested, at least thirty (30) days prior to the expiration date of the Letter of Credit, to the effect that it elects not to have such Letter of Credit renewed; (3) The Letter of Credit delivered in respect of the last year of the Term shall have an expiration date of not earlier than sixty (60) days after the Expiration Date; and (4) The Letter of Credit shall be transferable by Landlord as provided in Section 6.04. 6.03 Landlord, after receipt of the Non-Renewal Notice, shall have the right to draw the entire amount of the Letter of Credit and to hold the proceeds as a cash Security Deposit. Landlord shall release such proceeds to Tenant upon delivery to Landlord of a replacement Letter of Credit complying with the terms hereof. 6.04 In the event of an assignment by Landlord the sale or lease of its interest in the LeaseBuilding or the Property, Landlord shall have the right right, at no cost to Landlord, to transfer the Security Deposit Deposit, without charge for such transfer (unless such charge is payable by Tenant), to the assignee purchaser or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Deposit. In such event, Tenant agrees to look solely to the assignee solely new landlord for the return of said Security Deposit, and it . It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneeLandlord. Tenant further shall execute such documents as may be reasonably necessary to accomplish such transfer or assignment of the Letter of Credit. 6.05 Tenant covenants that it will not assign or encumber encumber, or attempt to assign or encumber encumber, the Security Deposit held hereunder, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment assignment, or attempted encumbrance. Section 40.02. In the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Tenant, its successors or assigns, or any guarantor of a default by Tenant of any hereunder, the security shall be deemed to be applied to the payment of the termsBase Rent and Additional Rent due Landlord for periods prior to the institution of such proceedings and the balance, provisions and conditions if any, may be retained by Landlord in partial satisfaction of Landlord’s damages. 6.06 If the Security Deposit is in the form of cash, the Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Expiration Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be permitted required to draw down keep the entire Security Deposit separate from its other accounts. 6.07 Notwithstanding anything to the contrary herein, upon Tenant’s written notice to Landlord (the “Reduction Notice”) and provided no Default in then occurring under this Lease, the aggregate amount of the Security Deposit (whether in the form of cash or Letter of Credit) shall be reduced to $157,367.76 after the thirty-sixth (36th) month following the end of the Initial Base Rent Abatement Period. If Tenant provides Landlord with a Reduction Notice and Tenant is entitled a reduction of the Security Deposit as provided for herein, (i) Landlord shall return the applicable portion of the Security Deposit to Tenant within forty-five (45) days after the later to occur of (A) Landlord’s receipt of the Reduction Notice, and (B) the date upon which Tenant is entitled to a reduction in the Security Deposit as provided above, if the Security Deposit is held in the form of cash, or (ii) Landlord, at no cost to Landlord, shall execute and deliver such documents as are reasonably necessary to reduce the amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for terms hereof, if the Security Deposit required hereunder. Section 40.03is held in the form of a Letter of Credit. If Landlord shall apply all or Notwithstanding anything to the contrary contained herein, if Tenant has been in Default under this Lease at any portion time prior to the effective date of the reduction of the Security Deposit (by way of a draw on the Letter of Credit)and Tenant has failed to cure such Default within any applicable cure period, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit have no right to bring the balance of cash and the Letter of Credit held by Landlord hereunder to reduce the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Leaseas described herein. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Notwithstanding any other provision of this LeaseLease Agreement, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of Lessee may on any of the terms, provisions and conditions of this Lease, including, but not limited to, date secure the payment of Fixed Rent Lease Payments by a deposit of (i) an amount of cash that, as required by the Trust Agreement, together with amounts on deposit in the Lease Payment Fund and the Insurance and Condemnation Fund, is sufficient to pay all unpaid Lease Payments and Additional Rent, including the principal and interest components thereof, in accordance with the Lease Payment Schedule set forth in Exhibit A hereto or additional rent(ii) Defeasance Obligations, Landlord may draw down upon together with cash, if required, in such amount as will, in the Letter opinion of Credit and use, apply or retain an independent certified public accountant pursuant to the whole or any part terms of the proceeds Trust Agreement, together with interest to accrue thereon but without reinvestment thereof to the extent required for the payment and, if required, all or a portion of any Fixed Rent and additional rent moneys or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency Defeasance Obligations then on deposit in the re- letting of Lease Payment Fund and the Demised PremisesInsurance and Condemnation Fund, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall be fully sufficient to pay all unpaid Lease Payments and faithfully comply with all of the termsAdditional Rent on their respective Lease Payment Dates, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of Lessee shall instruct at the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return time of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02deposit. In the event of a default by Tenant deposit pursuant to this Section and upon the defeasance of any all the Certificates pursuant to Section 14.1 of the termsTrust Agreement, provisions and conditions all obligations of the Lessee pursuant to this Lease Agreement (except those that survive termination of this Lease Landlord Agreement), and all security provided by this Lease Agreement for said obligations, shall be permitted to draw down cease and terminate, excepting only the entire amount obligations of the Letter of Credit (Lessee to make, or a portion thereof) cause to be made, Lease Payments and apply Additional Rent from the proceeds (or a portion thereof) deposit made by the Lessee pursuant to this Section, and title to the Leased Property shall vest in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw Lessee on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration date of said eighteen (18) month perioddeposit automatically and without further action by the Lessee or the Lessor. Upon the return of the Letter of Credit as aforesaid, this Article 40 Said deposit shall be deemed to be null and void shall constitute a special fund for the payment of Lease Payments and Additional Rent in accordance with the provisions of no further force and effectthis Lease Agreement.

Security Deposit. Section 40.01. Upon execution of this Lease, 6.01 Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 4,370.00 as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It lease; it is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Leaselease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Leaselease, including, including but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leaselease, the Security Deposit security shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof end of the lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseLand and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security; and Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, such security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of Landlord applies or retains any portion or all of the termssecurity deposited, provisions and conditions of this Lease Landlord Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder$4,370.00. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. 5.1 Upon its execution of this Lease, Tenant shall deliver to deposit the sum of $150,000.00 in cash with the Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("“Security Deposit"”) for which Security Deposit shall secure the faithful performance and observance by Tenant of the terms, covenants, conditions, agreements and provisions and conditions of this Lease. It If Tenant is agreed that in the event Tenant defaults, in respect an Event of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentDefault, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent, Additional Rent and additional rent or any other sum as to which Tenant is in default (beyond any applicable notice and cure period) or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default (beyond any applicable notice and cure period) in respect of any of the terms, covenants covenants, conditions, agreements and conditions provisions of this Lease, including, but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit is applied by Landlord, Tenant shall promptly restore the Security Deposit to its original amount. The Security Deposit (less any deductions permitted hereunder) shall be returned promptly to Tenant Tenant, without interest, within a reasonable period (not to exceed thirty (30) days) after the date fixed as the Expiration Date hereof expiration of this Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and the building of which the Premises form a part, Landlord shall have the right to either (i) transfer the Security Deposit to the assignee Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and or (ii) transfer the Security Deposit to the new Landlord in which case Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the termsbankruptcy or other insolvency proceeding against Tenant, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for it is agreed that the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null applied by Landlord to Rent and void other charges due to Landlord for the last month of the Lease Term and each preceding month until such Security Deposit is fully applied. 5.2 Provided that Tenant is not in an Event of no further force Default, upon written request from Tenant, Landlord shall promptly return $50,000 to Tenant and effectthe Security Deposit shall be reduced to $100,000.00 after the thirty-sixth (36th) month following the Lease Commencement Date.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (To secure the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form performance of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for Licensee under this Licence the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer Licensee must pay the Security Deposit to the assignee School Council on or before the Commencement Date. If the Licensee breaches any of the Licensee’s obligations under this Licence and Landlord shall thereupon be released by Tenant the School Council incurs any Losses (or acquires any other entitlement to payment from all liability for the return of such Licensee), the School Council may, if the default remains unremedied 10 Business Days after Default Notice has been given to the Licensee, draw on the Security Deposit and Tenant agrees to look without further Notice to the assignee solely for Licensee to make good such Loss. If the return of said School Council draws on the Security Deposit, and it is agreed that the provisions hereof shall apply Licensee must replace the amount drawn down within 10 Business Days to every transfer or assignment made maintain the Security Deposit at the level specified in Item 16 of Schedule 1. Subject to any right the School Council has to draw on the Security Deposit, the School Council must return the Security Deposit to a new assignee. Tenant further covenants that it will not assign the Licensee when each of the following criteria have been satisfied: 60 days have elapsed since the expiry or encumber termination of this Licence; the Licensee has vacated the Licensed Area in accordance with this Licence, including satisfying all of its reinstatement obligations; and the Licensee has no outstanding obligations under this Licence or attempt to assign subsisting breach of this Licence or encumber the Security Deposit and that neither Landlord nor its successors any actual or assigns shall be bound by potential liability for any such assignment, encumbrance, attempted assignment breach or attempted encumbrance. Section 40.02. In the event of a default by Tenant non-performance of any of the terms, provisions Licensee’s obligations under this Licence. Use of Licensed Area The Licensee: must only use and conditions occupy the Licensed Area; may only use the Licensed Area during the Term during the Hours of this Lease Landlord shall be permitted to draw down Use and on the entire amount Dates and/or Days of Use (as applicable); may access other parts of the Letter School in common with others and being solely those parts of Credit the School required for the purpose of accessing the Licensed Area; acknowledges that if the Licensed Area includes external areas (for example, playgrounds and ovals), School amenities, kitchen facilities, carparks and/or staff facilities, these areas will be used and occupied together with other occupiers of the School; acknowledges that the School Council may grant its consent, which consent will be at the absolute discretion of the School Council, for the Licensee to use other areas of the School in addition to those listed in clauses 9(a)(i) to 9(a)(iii) solely for the purposes of the Licensee's use of the Licensed Area; must comply with all Department, School and School Council policies and/or guidelines which deal with the safety or health of persons on the Licensed Area or otherwise under its control; must observe fire precautions, including taking any fire precautionary measures required by Law; must ensure that all external doors and windows are secured and locked and all lights, heating and/or cooling is extinguished daily at the end of its use of the Licensed Area; must ensure the Licensed Area is kept secure, clean and free from debris and rubbish; and acknowledges that no promise, representation, warranty or undertaking has been given by or on behalf of the School Council regarding the suitability of the Licensed Area for the conduct of the Permitted Use otherwise than as expressly contained in this Licence, or for any other use. The Licensee must not: use or allow the Licensed Area to be used for any purpose other than the Permitted Use; erect, display, affix or exhibit on or at the Licensed Area any signs except for signs that comply with all Laws and then only after obtaining the School Council’s approval (which approval is at the absolute discretion of the School Council) and all necessary planning and building permits from the relevant Government Agency; install any fixtures or fittings, except those necessary for the Permitted Use, without the School Council’s written consent (which consent is at the absolute discretion of the School Council); keep or use chemicals, inflammable liquids, acids or other hazardous things on the Licensed Area except for the Permitted Use, or create fire hazards; do anything in or near the Licensed Area or the Land which is noxious, offensive or a portion thereof) nuisance and apply not cause any injury or nuisance to neighbours or other occupiers of the, or surrounding the, Licensed Area; or overload the proceeds (or floor of the Licensed Area. Licensee’s Obligations Operation of Education and Care Service The Licensee must: conduct the Permitted Use in a portion thereof) proper, timely and efficient manner using that standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of an Education and Care Service; carry on the Permitted Use to the reasonable satisfaction of, and in accordance with Section 40.01 the requirements of, the School Council; ensure that all its Associates engaged by the Licensee in connection with the Permitted Use are suitably qualified and experienced, and act to the best of their skill and ability and in accordance with the accepted professional standards for persons having those qualifications and experience; act in good faith and in the best interests of the School Council; ensure that the Permitted Use is compliant with the National Quality Standard; provide a reasonable selection and quantity of nutritional and wholesome foodstuffs which comply with the requirements of publications issued by the Department from time to time (or its successor) and the reasonable requirements of the School Council; and not provide any foodstuffs which the School Council has previously required the Licensee not to provide. Education and Care Service Fees The Licensee may charge the Education and Care Service Fees. The Licensee must not vary the Education and Care Service Fees except in accordance with the mechanism set out in Item 2 of Schedule 2. Compliance with Laws The Licensee must: at its own expense in all respects, observe and comply with all Laws that apply to this Licence and all directions, notices and Requirements of any Government Agency relating to the development, construction, use and occupation of the Licensed Area, and any other use or development which the Licensee may undertake on the Licensed Area; keep in force and available for inspection by the School Council upon request, all licences, permits and registrations required for the carrying on of any business use or other activity conducted by the Licensee in or upon the Licensed Area within the terms of this Article Licence; strictly observe and retain comply with the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or Occupational Health and Safety ▇▇▇ ▇▇▇▇ (Vic) and any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder other Law relating to the amount of Permitted Use; and not use the Security Deposit. Any use by Landlord of all or Licensed Area for any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Leaseillegal purpose. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Notwithstanding any other provision of this LeaseLease Agreement, Tenant shall deliver to Landlord the Town may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable letter deposit with the Trustee or an escrow holder un- der an escrow deposit and trust agreement as referenced in Section 10.03 of credit the Indenture, of: (the "Letter of Credit"a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on deposit in the Revenue Fund and the Insurance and Condemnation Fund is sufficient to pay all unpaid Lease Payments, including the prin- cipal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit D, or (ii) Defeasance Obligations in such amount as will, in the written opin- ion of $26,250 issued an independent certified public accountant, together with interest to accrue thereon and, if required, all or a portion of moneys or Federal Securities or cash then on deposit and interest earnings thereon in the Revenue Fund and the Insurance and Condemnation Fund be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the case of a security deposit relating to a portion of the Lease Payments, a certificate executed by a New York City commercial bank acceptable an Authorized Representative of the Town designating the portion of the Lease Payments to Landlord in its discretionwhich the deposit pertains, and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such Authorized Representative of the Town’s certificate, including the principal and interest components thereof, or (ii) ▇▇▇▇▇- ▇▇▇▇▇ Obligations in such amount as will, together with interest to be received thereon, if any, in the form written opinion of an independent certified public accountant, be fully sufficient to pay the portion of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for Lease Payments designated in the faithful performance and observance by Tenant aforesaid Authorized Representa- tive of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02Town’s Representative’s certificate. In the event of a default by Tenant deposit pursuant to this Section 10.1 as to all Lease Payments and the payment of any all fees, expenses and indemnifications owed to the Trustee, all obligations of the terms, provisions and conditions of Town under this Lease Landlord Agreement shall be permitted to draw down cease and terminate, excepting only the entire amount obligation of the Letter of Credit (Town to make, or a portion thereof) cause to be made, all payments from the deposit made by the Town pursuant to this Section 10.1 and apply title to the proceeds (or a portion thereof) Property shall vest in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw Town on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration date of said eighteen (18) month perioddeposit automatically and without further action by the Town or the Authority. Upon the return of the Letter of Credit as aforesaid, this Article 40 Said deposit and interest earnings thereon shall be deemed to be null and void shall constitute a special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to be and shall constitute the installment purchase obligation of no further force the Town for the Property. Upon said deposit, the Authority will execute or cause to be executed any and effectall documents as may be necessary to confirm title to the Property in accordance with the provi- sions hereof. In addition, the Authority hereby appoints the Town as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to place record title to the Property in the Town.

Security Deposit. Section 40.01. Upon 29.01 Simultaneously with the execution of this Lease, Tenant shall deliver will deposit with Landlord the Security Deposit (which will not bear interest to Landlord an irrevocable letter Tenant unless required to do so by any provision of credit (the "Letter of Credit"law) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the Tenant's faithful and timely payment and performance and observance by Tenant of the termsall of Tenant's obligations, provisions covenants, conditions and conditions of agreements under this Lease. It is agreed that in Within a reasonable time after the event Tenant defaults, in respect of any expiration of the termsTerm, provisions and conditions after calculation of this Lease, including, but not limited to, adjustments to Tenant's Operating Expenses for the payment of Fixed Rent or additional rentlast Lease Year, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer will return the Security Deposit to the assignee and Tenant, less such portion thereof as Landlord shall thereupon be released has utilized to make good any failure by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of comply with any of the termsTenant's obligations, provisions and covenants, conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required agreements hereunder. Section 40.03. If 29.02 After any Event of Default by Tenant hereunder, Landlord shall has the right, but is not obligated, to apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)to cure each default, then in which event Tenant shall deposit with Landlordwill, upon demand, a sufficient promptly deposit with Landlord the amount of cash or an additional Letter of Credit necessary to bring restore the balance of cash and the Letter of Credit Security Deposit to its original amount. 29.03 The Security Deposit will be held by Landlord hereunder and may be commingled with its other funds. In the event of sale or transfer of Landlord's interest in the Building, Landlord shall transfer the Security Deposit to such purchaser or transferee, in which event Landlord will give Tenant notice of such transfer and upon such transfer, be released from all liability to Tenant for the amount return of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant Tenant will look only to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon new landlord for the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectSecurity Deposit.

Security Deposit. Section 40.01. Upon execution The Landlord acknowledges receipt from the Tenant of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") Security Deposit in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord set forth in its discretion, Section 1.1(h) and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly held by the Landlord without liability for interest and may be applied, in the Landlord’s discretion, to remedy any default by the Tenant after hereunder, whether in respect to the date fixed as payment of Rent or other payments due to the Expiration Date hereof and after delivery Landlord under the terms of entire possession of the Demised Premises to Landlordthis Lease. In the event the entire Security Deposit or any portion thereof is applied by the Landlord towards the payment of an assignment overdue Rent prior to the expiration of the Term, then the Tenant shall, on written demand of the Landlord, forthwith remit to the Landlord such sum as is sufficient to restore such Security Deposit to its original amount. Within thirty (30) days after the expiration of the Term and subject to delivery of exclusive possession of the Premises by the Tenant to the Landlord in the state of repair required by the Tenant pursuant to Section 9.1 hereof, the Landlord, without limiting any of its rights or remedies under this Lease or at law, shall return the Security Deposit, or so much thereof as has not been applied by the Landlord, as aforesaid, without interest to the Tenant, less all costs and expenses which the Landlord, at the Landlord’s option, may incur (i) in correcting or satisfying any default, or any Rent owing by the Tenant, under this Lease, (ii) in returning the Premises to the state of repair required by the Tenant pursuant to Section 9.1 hereof, and (iii) in employing security personnel to be on site during the Tenant’s move from the Building at the expiration of the Term. The Landlord shall have the right to transfer may deliver the Security Deposit to any purchaser of the assignee Landlord’s interest in the Building and the Landlord shall thereupon thereby be released by Tenant from all discharged of any further liability for the return of with respect to such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of . The Landlord may commingle the Security Deposit to a new assignee. Tenant further covenants that it will with its own funds and shall not assign or encumber or attempt to assign or encumber hold the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbranceas a trustee. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Landlord acknowledges that it has received the Security Deposit from Tenant, simultaneously with the execution of this Lease, Tenant . The Security Deposit shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the full and faithful performance and observance by Tenant of the termscovenants, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions terms and conditions of this Lease, including, but not limited towithout limitation, the payment of Fixed Rent Total Rent, on the part of Tenant to be kept and performed. No interest shall be payable on the Security Deposit, and the Security Deposit need not be held in a segregated account and may be commingled with Landlord's separate funds. It is agreed and acknowledged by Tenant that the Security Deposit is not an advance payment of rent or additional renta measure of Landlord's damages in the case of default by Tenant. Upon the occurrence of an Event of Default under this Lease, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of all or any Fixed part or component of Total Rent and additional rent or any other sum as to which Tenant is in default or for the payment of any sum which other injury, expense or liability resulting from any Event of Default. Use, application or retention of the Security Deposit by Landlord shall not prohibit or limit Landlord's exercise of any other remedies Landlord may expend or may be required to expend by reason of have for Tenant's default in respect of default. Following any such application of the termsSecurity Deposit, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in Tenant shall pay to Landlord on demand an amount necessary to restore the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LandlordSecurity Deposit to its original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to LandlordLandlord in accordance with the terms hereof. In Upon every sale or lease of the event of an assignment by Landlord of its interest in the LeaseBuilding, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that Tenant shall look to the provisions hereof shall apply to every transfer new landlord for its return, so long as the transferring Landlord assigns or assignment made of transfers the Security Deposit to the acquiring landlord or provides the acquiring landlord a new assigneecredit for same. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the The Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver assigned or encumbered by Landlord of Tenant's default , and any such assignment or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 encumbrance shall be deemed to be null and void and of no further force and effectvoid.

Security Deposit. Section 40.01. Upon (a) Simultaneously with the execution and delivery of this Lease, Tenant shall deliver to Landlord an irrevocable the Security Deposit, which shall be in the form of cash or a letter of credit which satisfies the conditions of Section 2.5(b) (the "“Letter of Credit"”). Upon such delivery, Landlord shall remit to Tenant the lesser of (i) the actual cost paid by Tenant for the Letter of Credit, as supported by evidence reasonably satisfactory to Landlord, or (ii) $20,000. (b) If the Security Deposit is in the form of a Letter of Credit, such Letter of Credit must satisfy all of the following conditions: (i) the Letter of Credit must be in the exact form attached hereto as Exhibit E, or in such other form as Landlord may have approved, with an expiration date not less than one (1) year after the date of the Letter of Credit; (ii) the beneficiary of the Letter of Credit must be Landlord or Landlord’s designee; (iii) the Letter of Credit must be irrevocable, unconditional and transferable one or more times without charge; and (iv) the Letter of Credit must by issued by Silicon Valley Bank or another bank reasonably satisfactory to Landlord. If, at any time, the issuer of the Letter of Credit gives notice of its election not to renew, extend and/or reissue the Letter of Credit, then Tenant shall, by the earlier of (A) thirty (30) days after such notice or (B) five (5) Business Days prior to the expiration of the term of the Letter of Credit, deliver to Landlord (1) a replacement Letter of Credit satisfying all of the above conditions or (2) cash in the full amount of the expiring Letter of Credit; and if Tenant fails to timely deliver to Landlord a replacement Letter of Credit as provided above or cash in the full amount of the expiring Letter of Credit, such failure shall constitute an Event of Default and, in addition to any other rights which Landlord might have by reason of such Event of Default, Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as the Security Deposit. If (x) any proceedings under the Bankruptcy Code, receivership or any insolvency law are instituted with the issuer of the Letter of Credit as debtor or (y) the bank issuing the Letter of Credit is taken over by the Federal Deposit Insurance Corporation, the Resolution Trust Corporation or a similar entity, then Landlord may draw on the Letter of Credit and hold the proceeds of such drawing as part of the Security Deposit, unless Tenant either provides cash in lieu of the Letter of Credit or provides a new Letter of Credit issued by a bank reasonably satisfactory to Landlord. (c) The amount of the Security Deposit shall be subject to reduction as provided in this Section 2.5(c). The initial amount of the Security Deposit upon execution and delivery of this Lease shall be $2,100,000. At such time, if any, on or after the date of this Lease as Tenant receives an additional equity investment representing cash on its balance sheet of not less than and provides to Landlord evidence of such equity investment reasonably satisfactory to Landlord, provided that there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, and provided further that Tenant has then paid to Landlord the first monthly installment of Base Rent in the amount of $26,250 issued by a New York City commercial bank acceptable $ the amount of the Security Deposit shall be reduced to $ (such reduction being called the “First Reduction”). As of the date which is thirty (30) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ (such reduction being called the “Second Reduction”). As of the date which is forty-two (42) months after the Commencement Date, provided that Landlord has previously qualified for the First Reduction and the Second Reduction and there does not then exist an Event of Default or fact or circumstance which, with the passage of time, the giving of notice or both, could become an Event of Default, the amount of the Security Deposit shall be reduced from $ to $ . If, upon any reduction in its discretionthe amount of the Security Deposit as provided above, and the Security Deposit is then in the form of a Letter of Credit, then such reduction in the letter amount of credit annexed hereto as Schedule D, the Security Deposit shall be accomplished by Tenant causing the Issuing bank to be held by Landlord as security issue ("i) a replacement Letter of Credit in an amount reflecting the reduced amount of the Security Deposit", whereupon Landlord shall return the replaced Letter of Credit to the issuing bank, or (ii) an amendment of the Letter of Credit reflecting the reduced amount of the Security Deposit. (d) The Security Deposit is security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It Lease and is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the an advance payment of Fixed Rent or additional rent. If an Event of Default occurs, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent and additional rent Base Rent, Additional Rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect the occurrence of any an Event of the terms, covenants and conditions of this LeaseDefault, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, including the costs of such proceeding or re-entry and further including, without limitation, reasonable attorney’s fees. In Landlord shall always have the event that Tenant shall fully and faithfully comply with all right to apply the Security Deposit, or any part thereof, as aforesaid, without prejudice to any other remedy or remedies, which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of the terms, provisions, covenants and conditions of this Lease, applying the Security Deposit or any part thereof. No interest shall be returned promptly payable on the Security Deposit and Landlord shall have the right to commingle the Security Deposit with other funds of Landlord, but Landlord shall keep the Security Deposit free from the claims of Landlord’s creditors. If Landlord shall apply the Security Deposit in whole or in part, Tenant shall within ten (10) days after demand pay to Landlord the date fixed as amount so applied to restore the Expiration Date hereof Security Deposit to its original amount. Because elements of Additional Rent may be subject to annual reconciliation based on actual amounts determined to be due, in addition to the other rights provided herein to Landlord regarding the Security Deposit, Landlord shall have the right, in its discretion, upon the end of the Lease and after delivery of entire possession the Premises in accordance with the terms hereof, to hold a portion of the Demised Premises Security Deposit equal to no more than twenty percent (20%) of any estimated amounts previously payable by Tenant in respect of Additional Rent for the preceding Lease Year until completion of such reconciliation (but in no event more than ninety (90) days after expiration of the Lease Term), at which time Landlord has the right to deduct any amounts then determined to be due from the remaining Security Deposit and return any balance of the Security Deposit to Tenant; provided, however, that Landlord may not withhold from the Security Deposit an amount greater than the amount which Landlord reasonably estimates will be owing by Tenant upon completion of such reconciliation. If the remaining Security Deposit is not sufficient to pay Tenant’s obligations hereunder, Tenant shall pay the same within thirty (30) days of billing from Landlord. In the event of an assignment by Landlord a sale or other transfer of its interest in the LeaseProject, or leasing of the entire Project including the Premises subject to Tenant’s tenancy hereunder, Landlord shall have the right to transfer the Security Deposit then remaining at no additional cost to Tenant to the assignee vendee or lessee, such vendee or lessee shall thereupon become entitled to the rights and subject to the obligations of the landlord under this Lease (including the obligations with respect to the Security Deposit), and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to Tenant. In such event, Landlord shall cause the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made transferee of the Security Deposit to issue a written acknowledgement of receipt thereof and Tenant agrees after receipt of such notice to look solely to the new assigneelandlord for the return of the Security Deposit then remaining. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution At the time of signing this Lease, Lease Tenant shall deliver to deposit with Landlord an irrevocable letter the sum of credit Forty Eight Thousand Fifty Two Dollars (the "Letter of Credit"$48,052.33) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held retained by Landlord as cash security ("Security Deposit") for the faithful performance and observance by Tenant of the termscovenants, provisions agreements and conditions of this Lease. It is agreed that Notwithstanding anything to the contrary contained in any law or statute now existing or hereafter passed (i) Tenant shall not be entitled to any interest whatever on the event Tenant defaultscash security, (ii) Landlord shall not be obligated to hold the cash security in respect of any of trust or in a separate account and (iii) Landlord shall have the terms, provisions and conditions of this Lease, including, but not limited to, right to commingle the payment of Fixed Rent or additional rent, cash security with its other funds. Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof cash security to the extent required for the payment of any Fixed Rent and minimum rent, any additional rent or any other sum sums payable hereunder as to which Tenant is in default or to the extent required for the reimbursement to Landlord of any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of to any of the termscovenants, covenants and agreements or conditions of this Lease, including, but not limited to, Lease which remains uncured past any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlordapplicable notice and cure periods. In the event that If Tenant shall fully and faithfully comply with all of the termscovenants, provisions, covenants agreements and conditions of this Lease, the Security Deposit cash security shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession surrender of the Demised Premises to Landlord. In If the event of an assignment by Landlord of its interest in the LeasePremises are sold to a bona fide purchaser, Landlord shall have the right to transfer the Security Deposit aforesaid cash security to the assignee and such purchaser, by which transfer Landlord shall thereupon be released by Tenant from all liability and Tenant shall look solely to the new landlord for the return of such Security Deposit and Tenant agrees to look to the assignee solely thereof so long as liability for the return of said Security Deposit, and it security deposit is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound expressly assumed by any such assignment, encumbrance, attempted assignment or attempted encumbrancepurchaser. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to maintain on deposit with Landlord an irrevocable letter the sum of credit $458,496.00 (or such lower amount as specified for the "Letter of Credit"Credit in Section 7.2 below) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("the “Security Deposit"”) for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, covenants, conditions and provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentand Additional Rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the the. payment of any Fixed Rent, Additional Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants covenants, conditions and conditions provisions of this Lease, including, but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisionscovenants, covenants conditions and conditions provisions of this Lease, the Security Deposit shall be returned promptly to Tenant Tenant, without interest, after the date fixed as the Expiration Date hereof end of this Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and the building of which the Premises form a part, Landlord shall have the right to either (i) transfer the Security Deposit to the assignee Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and or (ii) transfer the Security Deposit to the new Landlord in which case Tenant agrees to look solely to the assignee solely new Landlord for the return of said Security Deposit; provided, and it is agreed however, that the provisions hereof shall apply to every transfer or assignment made new Landlord has given Tenant written notice of the receipt of said Security Deposit to a new assigneeDeposit. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the termsbankruptcy or other insolvency proceeding against Tenant, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for it is agreed that the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null applied by Landlord to Rent and void other charges due to Landlord for the last month of the Lease Term and of no further force and effecteach preceding month until such Security Deposit is fully applied.

Security Deposit. Section 40.0111.1. Upon execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter of credit on or before the Execution Date the sum set forth in Section 2.6 (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion“Security Deposit”), and in the form of the letter of credit annexed hereto as Schedule D, to which sum shall be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term. If Tenant Defaults (as defined below) with respect to any provision of this Lease, includingincluding any provision relating to the payment of Rent, then Landlord may (but shall not limited be required to) use, apply or retain all or any damages or deficiency in the re- letting part of the Demised PremisesSecurity Deposit for the payment of any Rent or any other sum in default, whether such damages or deficiency accrued before to compensate Landlord for any other loss or after summary proceedings damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or other re-entry by Landlordapplied, then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. 11.2. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leasebankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be returned promptly deemed to Tenant after be applied first to the date fixed as payment of Rent and other charges due Landlord for all periods prior to the Expiration Date hereof and after delivery filing of entire possession such proceedings. 11.3. Landlord may deliver to any purchaser of the Demised Premises to Landlord. In the event of an assignment by Landlord of its ’s interest in the Premises the funds deposited hereunder by Tenant, and (provided such purchaser assumes Landlord’s obligations under this Lease) thereupon Landlord shall be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers. 11.4. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, then the Security Deposit, or any balance thereof, shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration or earlier termination of this Lease. 11.5. [Intentionally omitted] 11.6. If the Security Deposit shall be in cash, Landlord shall have the right to transfer hold the Security Deposit to the assignee and in an account at a banking organization selected by Landlord; provided, however, that Landlord shall thereupon not be released by Tenant from all liability required to maintain a separate account for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and but may intermingle it is agreed that the provisions hereof shall apply to every transfer or assignment made with other funds of the Security Deposit to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted entitled to draw down all interest and/or dividends, if any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any interest for any period during which Landlord does not receive interest on the Security Deposit. 11.7. The Security Deposit may be in the form of cash, a letter of credit or any other security instrument acceptable to Landlord in its sole discretion. Tenant may at any time, except when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C Security”) as the entire amount of the Letter of Credit Security Deposit, as follows: (or a portion thereofa) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)Tenant elects to deliver L/C Security, then Tenant shall deposit with provide Landlord, upon demandand maintain in full force and effect throughout the Term and until the date that is six (6) months after the then-current Term Expiration Date, a sufficient amount letter of cash or credit in the form of Exhibit E issued by an additional Letter of Credit issuer reasonably satisfactory to bring the balance of cash and the Letter of Credit held by Landlord hereunder to Landlord, in the amount of the Security Deposit, with an initial term of at least one year. Any use Landlord may require the L/C Security to be re-issued by a different issuer at any time during the Term if Landlord of all or any portion reasonably believes that the issuing bank of the L/C Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default is or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Termmay soon become insolvent; provided, however, Landlord shall return the Letter of Credit existing L/C Security to Tenant the existing issuer immediately upon the expiration of said eighteen (18) month period. Upon the return receipt of the Letter substitute L/C Security. If any issuer of Credit the L/C Security shall become insolvent or placed into FDIC receivership, then Tenant shall immediately deliver to Landlord (without the requirement of notice from Landlord) substitute L/C Security issued by an issuer reasonably satisfactory to Landlord, and otherwise conforming to the requirements set forth in this Article. As used herein with respect to the issuer of the L/C Security, “insolvent” shall mean the determination of insolvency as aforesaidmade by such issuer’s primary bank regulator (i.e., this Article 40 the state bank supervisor for state chartered banks; the OCC or OTS, respectively, for federally chartered banks or thrifts; or the Federal Reserve for its member banks). If, at the Term Expiration Date, any Rent remains uncalculated or unpaid, then: (i) Landlord shall be deemed with reasonable diligence complete any necessary calculations; (ii) Tenant shall extend the expiry date of such L/C Security from time to be null time as Landlord reasonably requires; and void (iii) in such extended period, Landlord shall not unreasonably refuse to consent to an appropriate reduction of the L/C Security. Tenant shall reimburse Landlord’s reasonable and actual legal costs incurred in handling Landlord’s acceptance of no further force and effectL/C Security or its replacement or extension.

Security Deposit. Section 40.01. Upon execution Simultaneous with the signing of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter the sum of credit Seven Thousand and 00/100 (the "Letter of Credit"$7,000.00) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event if Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- re-letting of the Demised Premises, whether such damages or deficiency damage accrued before or after summary proceedings or other re-entry reentry by Landlord. In the event that If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to Tenant after the date fixed as at the Expiration Date hereof end of the Lease, and after delivery of entire possession of the Demised Premises to Landlord. In Upon a sale of the event Land and Building of an assignment by Landlord of its interest in which the LeasePremises forms a part, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security and Tenant ▇▇▇▇▇▇ agrees to look solely to the assignee solely new Landlord for the return of said Security Deposit, and it security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed required to keep the security in a waiver by Landlord segregated account and the security may be commingled with other funds of Tenant's default or Landlord's right , and in no event shall Tenant be entitled to terminate this Lease pursuant to any interest on the provisions of this Leasesecurity. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this Lease, Landlord acknowledges receipt from Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form as of the letter date hereof of credit annexed hereto as Schedule D, the sum of Sixty-Seven Thousand Twenty Nine and 45/100 Dollars ($67,029.45) to be held by Landlord as security ("Security Deposit") for the payment of Base Annual Rent, Common Area Expenses, Additional Charges and all other sums payable by Tenant under this Lease and for the faithful performance of all covenants of Tenant hereunder (hereinafter the “Security Deposit”). Provided that Tenant is not in default beyond any applicable grace or cure periods set forth herein, the Security Deposit, without interest, shall be refunded to Tenant at the expiration or earlier termination of the Term, further provided that Tenant shall have made all such payments and observance performed all such covenants. Upon any default by Tenant hereunder, all or part of such Security Deposit may, at Landlord’s sole option, be applied on account of such default, and thereafter Tenant shall promptly restore the terms, provisions and conditions of this Leaseresulting deficiency in such Security Deposit. It is agreed that in Tenant hereby waives the event Tenant defaults, in respect benefit of any provision of law requiring the termsSecurity Deposit to be held in escrow or in trust, provisions and conditions such Security Deposit shall be deemed to be the property of this Lease, including, but not limited to, Landlord and may be commingled with Landlord’s other funds. Tenant further waives the payment benefit of Fixed Rent or additional rent, any provision of law requiring that interest be paid on the Security Deposit. Landlord may draw down upon deliver the Letter Security Deposit to any purchaser of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is Landlord’s interest in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In in the event that Tenant shall fully such interest be sold, and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit thereupon Landlord shall be returned promptly discharged from any further liability with respect to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look solely to the assignee solely such purchaser for the return of said such Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon (a) Tenant shall upon execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter of credit (the "a Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and Credit in the form mandated by paragraph (b) hereof in the sum of Two Million Eight Hundred Thousand Dollars ($2,800,000) (the letter of credit annexed hereto as Schedule D, to “Security”) which shall be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant hereinafter provided. The face amount of the terms, provisions Letter of Credit may be reduced to Two Million Dollars ($2,000,000) on the first anniversary of the Commencement Date and conditions to One Million Dollars ($1,000,000) on the second anniversary of this Leasethe Commencement Date. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Basic Annual Rent or additional rentand Additional Rent, then, Landlord may draw down upon the Letter of Credit and may, without notice, use, apply or retain the whole or any part of the proceeds thereof Security so deposited to the extent required for the payment of any Fixed Basic Annual Rent and additional rent Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, any damages or deficiency in the re- re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains all or any portion of the Security, Tenant shall as a material covenant hereunder immediately upon Landlord’s demand restore the amount so applied so that Landlord has on deposit the full amount of Security. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be promptly returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to LandlordTenant. In the event of an assignment by Landlord a sale of its interest in the Leaseland and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer control over the Security Deposit to the assignee vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit Security; and Tenant agrees to look to the assignee new Landlord solely for the return of said Security Depositthe Security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneeOwner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit Letter of Credit herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02(b) The Security shall be in the form of an irrevocable, clean “Evergreen” automatically renewable commercial Letter of Credit in the amount of $2,800,000 (the “Letter of Credit”), issued by National City Corporation Bank which is authorized by the State of Indiana to conduct banking business in Indiana and which has been approved by Landlord. In The Letter of Credit shall provide for presentation and payment in Indianapolis, and shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby (but partial drawings shall be permitted) in the event of a any default by Tenant of any of in the terms, provisions and provisions, covenants or conditions of this Lease Landlord shall be permitted or (b) to draw down the entire full amount of thereof to be held as cash security if for any reason the Letter of Credit is not renewed within thirty (or a portion thereof30) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03days prior to its expiration date. If Landlord shall apply all or any portion of the Security Deposit (by way A copy of a draw on the Letter form of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit acceptable to bring the balance of cash and the Landlord is attached hereto as Exhibit B. The Letter of Credit held by (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter of Credit shall be for a term expiring sixty (60) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord hereunder in writing not less than thirty (30) days prior to its expiration as to its renewal or non-renewal, as the case may be, and (iii) if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security). Not less than forty-five (45) days prior to the Security Deposit. Any use by expiration date of each Letter of Credit (and every renewal thereof), Tenant shall deliver to Landlord a renewal or new Letter of Credit subject to all or any portion of the Security Deposit pursuant conditions aforesaid, all to the provisions hereof intent and purposes, that a Letter of Credit in the amounts required by Section (a) above shall be deemed an involuntary payment in effect during the entire term of this Lease. Failure by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to comply with the provisions of this Lease. Section 40.04. Provided Tenant has not been Article shall be deemed a material default hereunder entitling Landlord to exercise any and all remedies as provided in this Lease for default under in the terms and conditions payment of fixed rent and, to draw on the Lease during the first eighteen (18) months of the Term, Landlord shall return the existing Letter of Credit up to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectits full amount.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter of credit (the "Letter of Credit") Security Deposit in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord set forth in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to Article 1. The Security Deposit shall be held by Landlord as security ("Security Deposit") for the full and faithful performance and observance by Tenant of all of the terms, covenants and provisions and conditions of this LeaseLease during the term hereof. It In no event shall Landlord be obligated to pay, or Tenant is agreed that entitled to receive, any interest or other earnings on the security deposit. Landlord shall not be obligated to hold the Security Deposit in trust or in a separate account but may freely commingle the security deposit with Landlord’s other funds. In the event Tenant defaults, in respect of any of the terms, provisions fails to keep and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of perform any of the terms, covenants and conditions or provisions of this Lease, includingthen Landlord, but not limited toat Landlord’s option, may appropriate and apply the Security Deposit, or so much thereof as may be necessary to pay any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings Rent or other re-entry by Landlord. In the event that sums due hereunder for which Tenant shall fully be in default of payment. Tenant, upon notice from Landlord, immediately shall remit to Landlord an amount sufficient to restore this Security Deposit to the amount required to be maintained in accordance with this Article. Upon ▇▇▇▇▇▇’s full and faithfully comply complete performance and compliance with all of the terms, provisions, covenants and conditions provisions of this Lease during the lease term, upon the expiration of the term and within thirty (30) days following ▇▇▇▇▇▇’s surrender of the Premises in accordance with the terms of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02Tenant. In the event of a default by Tenant of any sale of the termsBuilding, provisions Landlord may deliver the Security Deposit to the purchaser, and conditions of this Lease upon such delivery, Landlord shall be permitted discharged from any further liability with respect to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.014.01. Upon execution Tenant has deposited with Landlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord one year’s Fixed Rent as security ("Security Deposit") for the full and faithful performance and observance by Tenant of the terms, provisions Tenant’s covenants and conditions of obligations under this Leaselease. It is agreed that If Tenant defaults in the event Tenant defaults, in respect full and prompt payment and performance of any of the terms, provisions Tenant’s covenants and conditions of obligations under this Leaselease, including, but not limited to, the payment of Fixed Rent or additional rentand Additional Charges, and such default continues after the giving of notice and the expiration of applicable cure periods under this Lease, Landlord may draw down upon the Letter of Credit and may, but shall not be required to, use, apply or retain the whole or any part of the proceeds thereof security so deposited and the interest accrued thereon, if any, to the extent required for the payment of any Fixed Rent and additional rent Additional Charges or any other sum sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Leaselease, including, but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrue before or after summary proceedings or other re-entry by Landlord. In If Landlord shall so use, apply or retain the event that whole or any part of the security or the interest accrued thereon, if any, Tenant shall upon demand immediately deposit with Landlord a sum equal to the amount so used, applied or retained, as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with all of the terms, provisions, Tenant’s covenants and conditions of obligations under t this Leaselease, the Security Deposit security or any balance thereof, to which Tenant is entitled, shall be returned promptly or paid over to Tenant after the date fixed as the Expiration Date hereof end of this lease and after delivery to Landlord of entire possession of the Demised Premises to LandlordPremises. In the event of an assignment by Landlord any sale, transfer or leasing of its Landlord’s interest in the LeaseBuilding whether or not in connection with a sale, transfer or leasing of the Land to a vendee, transferee or lessee, Landlord shall have the right to transfer the Security Deposit unapplied part of the security and the interest thereon, if any, to which Tenant is entitled, to the assignee vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit or payment thereof, and Tenant agrees to shall look solely to the assignee solely new landlord for the return or payment of said Security Deposit, and it is agreed that the same. The provisions hereof of the preceding sentence shall apply to every subsequent sale, transfer or assignment made leasing of the Security Deposit Building, and any successor of Landlord may, upon a sale, transfer, leasing or other cessation of the interest of such successors in the Building, whether in whole or in part, pay over any unapplied part of said security to any vendee, transferee or lessee of the Building and shall thereupon be relieved of all liability with respect thereto. Except in connection with a new assignee. permitted assignment of this lease, Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security or any interest thereon to which Tenant is entitled, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.024.02. In lieu of cash security required hereunder, at any time during the event of a default by Tenant of any of the terms, provisions and conditions term of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)Lease, then Tenant shall may, at Tenant’s election, deposit with Landlord, upon demand, Landlord a sufficient amount letter of cash or an additional Letter of Credit credit from a bank reasonably acceptable to bring Landlord substantially in the balance of cash and the Letter of Credit held by Landlord hereunder to form annexed hereto as Exhibit D in the amount of the Security Deposit. Any use by Landlord security required under Section 4.01 hereof, and simultaneously with delivery of all or any portion such letter of credit, the Security Deposit pursuant to the provisions hereof cash security shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of returned to Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.0133.01. Upon execution of this Lease, Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 225,000.00 as security ("Security Deposit") for the full and faithful observance and performance and observance by Tenant of the terms, provisions covenants and conditions of this Lease. It is agreed that If Tenant defaults in the event Tenant defaults, in respect observance or performance of any of the termsterm, provisions and conditions covenant or condition of this Lease, including, but not limited to, including without limitation the payment of Fixed Rent or and additional rent, Landlord may draw down upon may, after notice to Tenant and the Letter expiration of Credit and the applicable cure period, use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect default, including without limitation any damages or deficiency accrued before or after summary proceedings or other reentry by Landlord. If no Event of any Default shall have occurred, then commencing with the second anniversary of rent commencement, the security deposit shall be reduced to an amount to $150,000.00. If Tenant shall fully and faithfully observe and perform all of the terms, covenants and conditions of this Lease, includingthe security, but not limited towithout interest, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as end of the Expiration Date hereof Lease Term and after delivery of entire possession of the Demised Premises to Landlord. Section 33.02. In the event of an assignment a sale, transfer or leasing of the Demised Premises by Landlord of its interest in the LeaseLandlord, Landlord Tenant shall have the right to transfer the Security Deposit security to the assignee vendee, transferee or lessee, and upon such transferee's written assumption thereof Landlord thereupon shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant security. ▇▇▇▇▇▇ agrees to look solely to the assignee solely such new owner or landlord for the return of said Security Deposit, and it is agreed that the security. The provisions hereof of this paragraph shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeowner or landlord. Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit security, and that neither Landlord ▇▇▇▇▇▇▇▇ nor its the successors or assigns of Lessee shall be bound by any such assignment, assignment encumbrance, or attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.0333.03. If Landlord shall apply applies or retains all or any portion of the Security Deposit (by way of a draw security as herein provided, Tenant on demand shall pay to Landlord the Letter of Credit), then Tenant amount so applied or retained which shall deposit with Landlord, upon demand, a sufficient be added to the security so that the same shall be replenished to its former amount of cash or an additional Letter of Credit to bring and so that at all times the balance of cash and the Letter of Credit held by Landlord hereunder amount deposited shall be equal to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Leasesecurity required under Section 33.01. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution (a) Notwithstanding any other provision of this Lease, Tenant after delivering to the Bank an opinion of Bond Counsel satisfactory to the Bank that the deposit and the deemed payment by the District in this Section 9.1 will not constitute reissuance of the Lease or any Lease Payments for federal tax purposes or adversely affect the status of the Lease as a “qualified zone academy bond” or adversely affect any Tax Credits claimed or to be claimed by a Holder, the District may on any date secure the payment of the Lease Payments in whole or in part by depositing with a trustee, escrow agent or other fiduciary selected by the District and acceptable to the Bank an amount of cash, which shall deliver be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to Landlord an irrevocable letter the Bank, which cash so held is either (i) sufficient to pay such Lease Payments without reinvestment, including the principal and interest components thereof, in accordance with the Schedule of credit Lease Payments set forth in Appendix C, or (the "Letter of Credit"ii) invested in whole or in part in non-callable Federal Securities in such amount as will, in the amount opinion of $26,250 issued by a New York City commercial bank an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to Landlord the Bank and addressed and delivered to the Bank), together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient, without reinvestment of any earning or income on such amounts, to pay such Lease Payments, when due under Section 4.4 or when due on any optional prepayment date under Section 9.2(a) as the District instructs at the time of said deposit. If the District delivers the opinion of Bond Counsel described in its discretionthe preceding sentence and posts a security deposit under this Section with respect to all unpaid Lease Payments, and in notwithstanding the form provisions of Section 4.3, (x) the Term of this Lease will continue, (y) all obligations of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of District under this Lease, includingand all security provided by this Lease for said obligations, but not limited towill thereupon cease and terminate, excepting only the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part obligation of the District to make, or cause to be made, all of the Lease Payments from such security deposit and its obligation provided in the next succeeding paragraph, and (z) the Bank’s leasehold interest in the Leased Property will terminate on the date of said deposit automatically and without further action by the District or the Bank. The District hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Bank. Said security deposit shall be deemed to the extent required be and shall constitute a special fund for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) Payments in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. (b) Notwithstanding anything in this Section 40.04. Provided Tenant has not been 9.1 or otherwise in default under this Lease to the terms and conditions contrary, if the amount held in such security deposit shall at any time be insufficient (for whatever reason) to pay Lease Payments when due in full as provided in clause (i) or (ii), as applicable, of the Lease during first paragraph of this Section 9.1, the first eighteen (18) months District shall immediately pay to the Bank on the applicable due date or due dates the amount of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectany such shortfall from funds legally available for such purpose.

Security Deposit. Section 40.01. Upon execution “X” has deposited the sum of this Lease, Tenant shall deliver $ (not to exceed 1 month’s rent) with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for secure the faithful performance and observance by Tenant of the termsall covenants, provisions conditions and conditions of agreements contained in this Lease. It is covenanted and agreed that this security deposit shall not be considered trust funds and that the Landlord may deposit the same in any bank or depository selected by said Landlord, and may commingle it with other funds. Landlord need not account for any interest earned on said deposit during the event Tenant defaults, in respect of any of the terms, provisions and conditions term of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which . If Tenant is defaults in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants or agreement contained herein to be performed by Tenant; Landlord may apply that portion of the secured deposit to cure such default. If said security deposit shall not equal the amount of such damage the Landlord may apply said deposit as partial settlement of such damage, but by so doing Landlord shall not be precluded from pursuing other remedies or rights. Upon the faithful performance by the Tenant of all the covenants, conditions and conditions agreements contained herein to be performed by Tenant, and upon the termination of the term of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether unless such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord term shall have been terminated by the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event Landlord’s agents because of a default by Tenant of any of Tenant, the terms, provisions and conditions of this Lease Landlord shall be permitted pay over to draw down the entire “X” a sum of money equal in amount of the Letter of Credit said deposit within fifteen (15) days after such termination. The Tenant shall not apply or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or deduct any portion of the Security Deposit security deposit from the last month’s rent or use or apply such “X”’s security deposit at any time in lieu of payment of rent. (NOTE: The State’s Residential Landlord and Tenant Act respecting security deposits should be consulted by way of a draw on the Letter of Creditparties.), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Tenant shall deposit the following sums (the “Security Deposit”) upon execution of this Lease: two hundred seventy-five thousand ($275,000.00) at least half of which (i.e., Tenant at least $137,500.00) shall deliver be cash to Landlord an irrevocable letter of credit (and the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretionremainder, and at Tenant’s option, either in the form of the cash or a letter of credit annexed hereto as Schedule Dapproved by Landlord (such approval not to be unreasonably withheld) (a “Letter of Credit”), to be held by Landlord as security ("Security Deposit") for secure the faithful performance and observance by Tenant of the termseach term, provisions covenant and conditions condition of this Lease. It If Tenant shall at any time default in payment or performance of any term, covenant or condition on its part to be made or performed or kept under this Lease, Landlord may, but shall not obligated to and without releasing Tenant from any obligation under this Lease, use, apply or retain the whole or any part of the Security Deposit (A) to the extent of any sum due to Landlord; (B) to make any required payment on Tenant’s behalf; or (C) to compensate Landlord for any loss, damages, attorneys’ fees or expense sustained by Landlord due to Tenant’s default. In such event, Tenant shall, within five (5) business days of written demand by Landlord, remit to Landlord sufficient funds to restore the Security Deposit to its original sum. No interest shall accrue on the Security Deposit. Tenant shall deliver within ten days hereof correct copies of its corporate articles of incorporation, stock register, corporate resolution regarding this Lease and individual financial statements. Landlord shall not be required to keep the cash portion of the Security Deposit separate from its general funds. If and to the extent that any portion of the Security Deposit is agreed that in the event form of a Letter of Credit, Landlord shall be entitled to draw on the Letter of Credit upon notice to Tenant defaults, in respect of but without prejudice to any of other remedy Landlord may have: (i) upon Tenant’s Default ; (ii) upon the terms, provisions and conditions expiration or earlier termination of this Lease, includingif there is any amount then past due by Tenant to Landlord; (iii) upon Tenant’s filing of a voluntary petition under the Bankruptcy Code or entering into any formal or informal liquidation, but not limited toreorganization, or receivership proceeding, assignment for the payment benefit of Fixed Rent creditors, or additional rent, any other similar proceeding or procedure; (iv) upon the filing or commencement of an involuntary petition or proceeding against Tenant under the Bankruptcy Code; or (v) upon notification by Issuer to Landlord may draw down upon that the Letter of Credit will not be renewed or extended as required under this Lease and Tenant’s failure to provide a replacement Letter of Credit on or before the date that is thirty (30) days prior to the scheduled date of expiry of the then-existing Letter of Credit. If Landlord draws on the Letter of Credit following Tenant’s Default, Landlord, at its option, may (but shall not be required to) use, apply or retain the whole or any part of the proceeds thereof to the extent required necessary to cure any such failure and/or to compensate Landlord for the payment any and all damages of any Fixed Rent and additional rent kind or any other sum as to which Tenant is in default nature sustained, or for any sum which Landlord may expend or may be required to expend by reason reasonably estimates that it will sustain, as a result of Tenant's default in respect of ’s failure, and any proceeds retained by Landlord will become a part of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlordcash Security Deposit. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the The Security Deposit and any such Letter of Credit, less any sums owing to Landlord or which Landlord is otherwise entitled to retain, shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions termination of this Lease and vacancy of the Premises by Tenant; Landlord shall be permitted agrees to draw down promptly sign any documentation reasonably requested by the entire amount issuing bank of any Letter of Credit to effect the termination of the Letter of Credit Credit. (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)SEE ADDENDUM ONE, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.SECTION 6]

Security Deposit. Section 40.0110.1. Upon execution of this Lease, Tenant shall deliver to deposit in cash with Landlord an irrevocable letter of credit on or before the Effective Date the sum set forth in Section 2.7 (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion“Security Deposit”), and in the form of the letter of credit annexed hereto as Schedule D, to which sum shall be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term. If Tenant Defaults with respect to any provision of this Lease, includingincluding any provision relating to the payment of Rent, then Landlord may (but shall not limited be required to) use, apply or retain all or any damages or deficiency in the re- letting part of the Demised PremisesSecurity Deposit for the payment of any Rent or any other sum in default, whether such damages or deficiency accrued before to compensate Landlord for any other loss or after summary proceedings damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or other re-entry by Landlordapplied, then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. 10.2. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leasebankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be returned promptly deemed to Tenant after be applied first to the date fixed as payment of Rent and other charges due Landlord for all periods prior to the Expiration Date hereof and after delivery filing of entire possession such proceedings. 10.3. Landlord may deliver to any purchaser of the Demised Premises to Landlord. In the event of an assignment by Landlord of its ’s interest in the LeasePremises the funds deposited hereunder by Tenant, and thereupon Landlord shall have be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers. 10.4. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, then the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns any balance thereof, shall be bound by any such assignmentreturned to Tenant (or, encumbranceat Landlord’s option, attempted assignment to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions earlier termination of this Lease Lease; provided, however, that Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and may retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by , as it shall reasonably determine, to secure the payment of any Rent, the amount of which Landlord is then unable to determine finally (and Landlord shall return any such retained amount to Tenant promptly following the final determination of such Rent amount and the full payment to Landlord of all or any portion of the such Rent). 10.5. The Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed an advance payment of Rent or a waiver by Landlord measure of Tenant's Landlord’s damages for any default or Landlord's right to terminate under this Lease pursuant by Tenant, nor shall it be a bar or defense to the provisions of this Lease. Section 40.04any action that Landlord may at any time commence against Tenant. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 The Security Deposit shall be deemed the property of Landlord and Landlord may commingle the Security Deposit with other assets of Landlord or its affiliates and Tenant shall not be entitled to be null and void and of no further force and effectany interest on the Security Deposit.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord Security Deposit as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, to any damages or deficiency in the re- letting of the Demised Premises, whether such damages damage or deficiency accrued before or after summary proceedings or other re-entry reentry by Landlord, including the costs of such proceeding or reentry and further including, without limitation, reasonable attorney’s fees. It is agreed that Landlord shall always have the right to apply the Security Deposit, or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit or any part thereof. No interest shall be payable on the Security Deposit. If Landlord shall use, apply or retain the Security Deposit in whole or in part and the Lease continues or Tenant’s occupancy continues in the Premises, Tenant shall within ten (10) days after written notice from the Landlord make such further or other deposit of monies as may be necessary to bring the balance of the deposit to a sum equal to one (1) months rent of the then current Rent. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant within ninety (90) days after the date fixed as the Expiration Date hereof end of the Lease and after delivery of entire possession of the Demised Premises to LandlordLandlord in accordance with the terms of this Lease. In the event of an assignment by Landlord a sale or other transfer of its interest in the LeaseBuilding, or leasing of the entire Building including the Premises subject to ▇▇▇▇▇▇’s tenancy hereunder, Landlord shall have the right to transfer the Security Deposit then remaining to the assignee vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit to Tenant; and Tenant ▇▇▇▇▇▇ agrees to look solely to the assignee solely new Landlord for the return of said Security Deposit, and it is agreed that Deposit then remaining. The holder of any mortgage upon the provisions hereof Building or Lot shall apply never be responsible to every transfer or assignment made of Tenant for the Security Deposit to a new assigneeor its application or return unless the Security Deposit shall actually have been received in hand by such holder. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event there has been no Event of a default by Tenant Default of any of the terms, provisions conditions and conditions covenants of this Lease Agreement and any Amendments made hereto during the term hereof and Rent has been paid as and when due, Landlord shall be permitted agrees to draw down the entire amount of the Letter of Credit (or apply a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit Deposit, namely FOURTEEN THOUSAND SIX HUNDRED EIGHTY-EIGHT AND 00/100 (by way of a draw $14,688.00) Dollars to Tenant’s Rent on the Letter thirteenth (13th) month of Credit)the Lease Term, then Tenant shall deposit with Landlord, upon demand, thereby leaving a sufficient amount of cash or an additional Letter of Credit to bring the Security Deposit balance of cash and the Letter of Credit held by Landlord hereunder to on ▇▇▇▇▇▇’s account in the amount of TWENTY-NINE THOUSAND THREE HUNDRED SEVENTY-SIX AND 00/100 ($29,376.00) Dollars. In the Security Deposit. Any use by Landlord of all or any portion of event the Security Deposit pursuant to is not applied as described hereinabove, then Landlord shall retain said Security Deposit for the provisions hereof entire term of this Lease and any extension thereof, and said Security Deposit shall be deemed an involuntary payment by refunded to Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to at the provisions end of this Lease, subject to Tenant’s satisfactory compliance with the conditions herein contained and set forth. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.0111.1. Upon execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter of credit on or before the Execution Date the sum set forth in Section 2.6 (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion“Security Deposit”), and in the form of the letter of credit annexed hereto as Schedule D, to which sum shall be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant. If Tenant Defaults (as defined below) with respect to any provision of this Lease, includingincluding any provision relating to the payment of Rent, then Landlord may (but shall not limited be required to) use, apply or retain all or any damages or deficiency in the re- letting part of the Demised PremisesSecurity Deposit for the payment of any Rent or any other sum in default, whether such damages or deficiency accrued before to compensate Landlord for any other loss or after summary proceedings damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or other re-entry by Landlordapplied, then Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. 11.2. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leasebankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be returned promptly deemed to Tenant after be applied first to the date fixed as payment of Rent and other charges due Landlord for all periods prior to the Expiration Date hereof and after delivery filing of entire possession such proceedings. 11.3. Landlord may deliver to any purchaser of the Demised Premises to Landlord. In the event of an assignment by Landlord of its ’s interest in the Premises the funds deposited hereunder by Tenant, and thereupon Landlord shall be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers. 11.4. Subject to Landlord’s right to draw on the Security Deposit under the terms, conditions and provisions of this Article 11, the Security Deposit, or any balance thereof, shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within sixty (60) days after the expiration or earlier termination of this Lease. 11.5. If the Security Deposit shall be in cash, Landlord shall have the right to transfer hold the Security Deposit to the assignee and in an account at a banking organization selected by Landlord; provided, however, that Landlord shall thereupon not be released by Tenant from all liability required to maintain a separate account for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and but may intermingle it is agreed that the provisions hereof shall apply to every transfer or assignment made with other funds of the Security Deposit to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted entitled to draw down all interest and/or dividends, if any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any interest for any period during which Landlord does not receive interest on the Security Deposit. 11.6. The Security Deposit may be in the form of cash, a letter of credit or any other security instrument acceptable to Landlord in its sole discretion. Tenant may at any time, except when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C Security”) as the entire amount of the Letter of Credit Security Deposit, as follows: (or a portion thereofa) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)Tenant elects to deliver L/C Security, then Tenant shall deposit with provide Landlord, upon demandand maintain in full force and effect throughout the Term and until the date that is four (4) months after the then-current Term Expiration Date, a sufficient amount letter of cash or credit in the form of Exhibit E issued by an additional Letter of Credit issuer reasonably satisfactory to bring the balance of cash and the Letter of Credit held by Landlord hereunder to Landlord, in the amount of the Security Deposit, with an initial term of at least one year. Any use Landlord hereby approves of Silicon Valley Bank as the issuing bank. Landlord may require the L/C Security to be re-issued by a different issuer at any time during the Term if Landlord of all or any portion reasonably believes that the issuing bank of the L/C Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default is or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Termmay soon become insolvent; provided, however, Landlord shall return the Letter of Credit existing L/C Security to Tenant immediately upon receipt of the substitute L/C Security. If any issuer of the L/C Security shall become insolvent or placed into FDIC receivership, then Tenant shall immediately deliver to Landlord (without the requirement of notice from Landlord) cash or a substitute L/C Security issued by an issuer reasonably satisfactory to Landlord, and otherwise conforming to the requirements set forth in this Article 11. As used herein with respect to the issuer of the L/C Security, “insolvent” means the determination of insolvency as made by such issuer’s primary bank regulator (i.e., the state bank supervisor for state chartered banks; the OCC or OTS, respectively, for federally chartered banks or thrifts; or the Federal Reserve for its member banks). Tenant shall reimburse Landlord’s reasonable out-of-pocket legal costs (as estimated by Landlord’s counsel) in handling Landlord’s acceptance of L/C Security or its replacement or extension (other than the initial L/C Security). Tenant may at any time substitute cash for the L/C Security, and upon deposit of the cash security deposit, Landlord will return the L/C Security to Tenant. If Landlord draws upon the expiration of said eighteen (18) month period. Upon L/C Security, Tenant shall at any time thereafter be entitled to provide Landlord with a replacement L/C Security that satisfies the requirements hereunder, at which time Landlord shall return the unapplied cash proceeds of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectoriginal L/C Security drawn by Landlord.

Security Deposit. Section 40.01. Upon Tenant shall pay the Landlord upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable letter the sum of credit ELEVEN THOUSAND NINE HUNDRED FORTY ONE and 88/100 Dollars (the "Letter of Credit"$11,941.88) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It ; it is agreed that that, in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentRent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- re-letting of the Demised Premises, whether such damages damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Tenant shall remain liable for any amount that such sum shall be insufficient to pay. In the event Landlord applies any portion of the deposit to remedy such default or to repair damages to the Premises caused by the Tenant, Tenant shall pay to Landlord, within fifteen (15) days, after written demand for such payment by Landlord, all monies necessary to restore the deposit up to the original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to Tenant after the date fixed as at the Expiration Date hereof end of this Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseProject, of which the premises form a part, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security and Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, and it security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as, security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed required to keep the security in a waiver by Landlord segregated account and the security may be commingled with other funds of Tenant's default or Landlord's right , and in no event shall Tenant be entitled to terminate this Lease pursuant to any interest on the provisions of this Leasesecurity. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Tenant's execution of this Lease, Tenant shall will deliver to Landlord an irrevocable letter of credit (the "Irrevocable Letter of Credit") Credit in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord set forth in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security (Section 1(k)(the "Security Deposit"), in the form attached hereto as Exhibit "F" and from a financial institution acceptable to Landlord, and shall cause the same to be maintained in full force and effect throughout the Term, as may be extended, and during the thirty (30) day period after the later of (a) the Expiration Date or (b) the date that Tenant delivers possession of the Demised Premises to Landlord, as security for the full and faithful performance and observance by Tenant of the termseach and every term, provisions covenant and conditions condition of this Lease. It is agreed that in the event Tenant defaults, in respect of any The acceptance by Landlord of the terms, provisions Security Deposit paid by Tenant shall not render this Lease effective unless and conditions until Landlord shall have executed and delivered to Tenant a fully executed copy of this Lease. The Security Deposit may be commingled with Landlord's other funds or held by Landlord in a separate interest bearing account, includingwith interest paid to Landlord, but not limited to, as Landlord may elect. In the payment of Fixed Rent or additional rentevent that Tenant is in default under this Lease, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required security Deposit for the payment of any Fixed Rent and additional rent sum due Landlord or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default or failure to perform; provided, however, that any such retention by Landlord shall not be or be deemed to be an election of remedies by Landlord or viewed as liquidated damages, it being expressly understood and agreed that Landlord shall have the right to pursue any and all other remedies available to it under the terms of this Lease or otherwise. In the event all or any portion of the Security Deposit is so retained by Landlord, Tenant shall, within five (5) days of demand therefor from Landlord, replenish the Security Deposit to the full amount set forth in respect of any Section 1(k). In the event that Tenant shall comply with all of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security deposit shall be returned promptly to Tenant within thirty (30) days after the date fixed as later of (a) the Expiration Date hereof and after delivery of entire or (b) the date that Tenant delivers possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseBuilding, Landlord shall have the right to transfer the Security Deposit security deposit to the assignee purchaser, and upon acceptance by such purchaser, Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneesecurity deposit. Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit money deposited as security, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In Notwithstanding anything to the event of a default by Tenant of any contrary contained herein, if, at the beginning of the termssecond (2nd) Lease Year, provisions no Event of Default has occurred and conditions is then continuing, the Letter of this Lease Credit will automatically reduce by $30,000.00, to $120,000.00. Landlord shall be permitted to draw down will accept an amendment of the entire Letter of Credit which reflects the reduction in the amount of the Letter of Credit. The amount of the Letter of Credit will likewise reduce by the sum of $30,000.00 on the first day of each of the third (or a portion thereof3rd), fourth (4th) and apply fifth (5th) Lease Years, subject to the proceeds (or a portion thereof) in accordance with Section 40.01 condition that no Event of this Article Default has occurred and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw is continuing on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, date a sufficient amount of cash or an additional reduction is scheduled to occur. The Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit may never reduce pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.this

Security Deposit. Section 40.01. Upon execution (a) Lessee has paid Lessor upon the delivery of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (Lease and the "Letter of Credit") New Building Lease a single security deposit in the total amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in 250,000 (the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord “Security Deposit”) as security ("Security Deposit") for the full and faithful performance by Lessee of each and observance by Tenant of the termsevery term, provisions provision, covenant and conditions condition of this Lease and the New Building Lease. It is agreed that in Upon the event Tenant defaultsoccurrence of an Event of Default (pursuant to this Lease or the New Building Lease), in respect of any of the terms, provisions and conditions of this Lease, includingLessor may, but shall not limited be required to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required Security Deposit for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is Monetary Obligation (including Rental) in default or for any other sum which Landlord Lessor may expend or may be required to expend by reason of Tenant's default in respect of any of the termsLessee’s default, covenants and conditions of this Lease, including, but not limited to, including any damages or deficiency in the re- letting reletting of the Demised PremisesProperty, whether such damages or deficiency accrued accrue before or after summary proceedings or other re-entry re‑entry by Landlord. In Lessor; provided, however, that each time Lessor so uses any amount of the event that Tenant Security Deposit, (a) Lessee shall have fifteen (15) days to replenish the Security Deposit as described in this Section 4.09(a) before such deficiency begins to bear interest at the Default Rate (which shall thereafter accrue until the Security Deposit has been replenished), and (b) Lessee shall, within thirty (30) days after Lessor’s written request therefor, deposit additional money with Lessor sufficient to restore the Security Deposit to a sum equal to the original amount of the Security Deposit (or the reduced amount of the Security Deposit if reduced pursuant to Section 4.09(c), below). (b) If Lessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease and the New Building Lease, the Security Deposit Deposit, or any balance thereof, shall be returned promptly to Tenant Lessee after the date time fixed as the Expiration Date hereof expiration of the Lease Term of both this Lease and the New Building Lease and after delivery the removal of entire Lessee and surrender of possession of the Demised Premises Property and the New Building Area to LandlordLessor. In the event absence of evidence satisfactory to Lessor of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to receive the Security Deposit, or the remaining balance thereof, Lessor may return the security to the original Lessee, regardless of one or more assignments of this Lease and/or the New Building Lease. In case of a sale or transfer of the fee of the Property and the New Building Area, or any cessation of Lessor’s interest therein (including in connection with a Lessor bankruptcy or a Lessor default under any of its loans), whether in whole or in part, Lessor shall pay over any unapplied part of the Security Deposit to the assignee succeeding owner of the Property and/or the New Building Area and Landlord from and after such payment Lessor shall thereupon be released by Tenant from relieved of all liability for with respect thereto so long as such succeeding owner acknowledges receipt of the return Security Deposit (or any remaining portion thereof), in writing, and a copy of such Security Deposit and Tenant agrees writing is provided to look to Lessee. The provisions of the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof preceding sentence shall apply to every subsequent sale or transfer of the fee of the Property and/or the New Building Area, and any successor of Lessor may, upon a sale, transfer or assignment made other cessation of the interest of such successor in the Property and/or the New Building Area, whether in whole or in part, pay over any unapplied part of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any successor owner of the terms, provisions Property and/or the New Building Area and conditions shall thereupon be relieved of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance all liability with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion respect thereto so long as such succeeding owner acknowledges receipt of the Security Deposit (by way of a draw on the Letter of Creditor any remaining portion thereof), then Tenant shall deposit with Landlordin writing, upon demand, and a sufficient amount copy of cash or an additional Letter of Credit such writing is provided to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security DepositLessee. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease pursuant to the provisions of this LeaseAgreement (Existing Building Area) File No. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.: 7210/02-525.1

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to and Landlord an irrevocable letter of credit (hereby acknowledge that $62,110.00 which the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Tenant has previously deposited with Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this LeaseLease shall continue as security. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or the Minimum Rental and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent the Minimum Rental and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such and damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof end of the lease and after delivery of entire possession of the Demised Leased Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseLand and Improvements or leasing of the Improvements, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security; and Tenant agrees to look to the assignee solely new Landlord for the return of said Security Deposit, security; and it is agreed that the provisions provision hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor not its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of Landlord applies or retains any portion or all of the termssecurity deposited, provisions and conditions of this Lease Landlord Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder$62,110.00. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution At the time of signing this Lease, Lease Tenant shall deliver to deposit with Landlord an irrevocable letter of credit amount equal to twenty four thousand seven hundred eighty-six dollars and 00/100 ($24,786.00). Such sums (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") will be retained by Landlord as cash security for the faithful performance and observance by Tenant of the termscovenants, provisions agreements and conditions of this Lease. It is agreed that Notwithstanding anything to the contrary contained in any law or statute now existing or hereafter passed (i) Tenant shall not be entitled to any interest whatever on the event Tenant defaultsSecurity Deposit, (ii) Landlord shall not be obligated to hold the Security Deposit in respect of any of trust or in a separate account, and (iii) Landlord shall have the terms, provisions and conditions of this Lease, including, but not limited to, right to commingle the payment of Fixed Rent or additional rent, Security Deposit with its other funds. Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent and minimum rent, any additional rent or any other sum sums payable hereunder as to which Tenant is in default or to the extent required for the reimbursement to Landlord of any sum which Landlord may expend or may be required to expend by reason of Tenant's default in with respect of to any of the termscovenants, covenants and agreements or conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that If Tenant shall fully and faithfully comply with all of the termscovenants, provisions, covenants agreements and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession expiration of the Demised Premises Lease Term and surrender of the premises to Landlord. In If the event of an assignment by Landlord of its interest in the LeasePremises are sold to a bona fide purchaser, Landlord shall have the right to transfer the aforesaid Security Deposit to the assignee and such purchaser, by which transfer Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit thereof, and Tenant agrees to shall look solely to the assignee solely new Landlord for the return of said Security Deposit, and it is agreed thereof. 5. Landlord agrees that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw Tenant's equipment listed on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and Exhibit A-1 attached hereto shall not be deemed a waiver to have "special electrical" needs allowing the imposition by Landlord of additional charges therefor. 6. The terms of this Agreement of Lease shall not be altered by the subsequent sale of the building. 7. Neither Tenant nor any principals of Tenant's default , whether disclosed or Landlord's right undisclosed, shall have any personal liability with respect to terminate this Lease pursuant to any of the provisions of this Lease. Section 40.04Lease or the Premises. Provided Tenant has not been in default under Witness the terms and conditions following signatures as of the Lease during date first above written. LANDLORD: WHT REAL ESTATE LIMITED PARTNERSHIP By: WHT Investors, Inc., general partner By: /s/ Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Title: Assistant Vice President -------------------------- TENANT: SOFTWORKS, INC. By: /s/ Judy ▇. ▇▇▇▇▇▇ ----------------------------- Title: Chief Executive Officer -------------------------- (Landlord's Acknowledgement) STATE OF TEXAS ) ) SS: COUNTY OF DALLAS ) On this 13th day of June, 1994, before me appeared Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ me personally known, who being by me duly sworn, did say that he is the first eighteen Assistant Vice President of WHT Investors, Inc., general partner of WHT REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership, the entity that executed the within and foregoing instrument and that said instrument was signed and sealed in behalf of said entity, and that the seal affixed is the seal of said entity and said Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇nowledged said instrument to be the free act and deed of said entity. /s/ Debo▇▇▇ ▇▇▇zelnatheny, Dallas ----------------------------------- NOTARY PUBLIC, County, My commission expires: 12/4/96 (18Tenant's Corporate Acknowledgement) months STATE OF MARYLAND ) ) SS: 02011143 COUNTY OF PRINCE GEORGE'S ) On this 23rd day of March, 1994, before me appeared JUDY ▇. ▇▇▇▇▇▇, ▇▇ me personally known, who being by me duly sworn, did say that (he) (she) is the CHIEF EXECUTIVE OFFICER of SOFTWORKS, INC., the corporation that executed the within and foregoing instrument and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and that the seal affixed is the corporate seal of said corporation and said JUDY ▇. ▇▇▇▇▇▇ ▇▇▇nowledged said instrument to be the free act and deed of said corporation. /s/ Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ -------------------------------- NOTARY PUBLIC, County, My commission expires:________________ EXHIBIT "A" FLOOR PLANS [Drawings of floor plans of the Termleased premises.] EXHIBIT "A-1" COMPUTER/EQUIPMENT INVENTORY Quantity Description -------- ----------- 100 Personal Computers (various manufacturers and models) 20 Printers (various manufacturers and models) 10 Faxes 4 Copiers 1 IBM ES9000 Main Frame Computer and Peripherals EXHIBIT "B" DESCRIPTION OF PROPERTY All of that certain lot or parcel of land situate, Landlord shall return lying and being in Fairfax County, Virginia, and more particularly described as follows: PARCEL I: BEGINNING at a point on the Letter southerly side of Credit to Tenant upon Jeff▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇hway (U.S. Route 1, or Richmond Highway), said point being a common northerly corner between the expiration land herein described and that of Socony Mobile Oil Company, Inc.; thence running along the southerly side of said eighteen (18) month period. Upon highway N 62 degrees 10' 01" E 191.83 feet to a point, said point being the return northwesterly corner of the Letter land of Credit Amoco Oil Company; thence departing Jeff▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇hway and running first along the westerly boundary and thence the southerly boundary of said Amoco Oil Company, and thence the southerly line of the land of Universal Motor Lodge (Howa▇▇ ▇▇▇▇▇▇▇'▇), ▇t al, S 28 degrees 28' 26" E, 100.00 feet to a point; thence S 85 degrees 55' 50" E 465.00 feet to a point, and S 28 degrees 27' 07" E 50.00 feet to a point on the northerly line of the Bell ▇▇▇en Country Club; thence running along same S 61 degrees 32' 53" W, 636.61 feet to point and N 85 degrees 47' 29" W, 163.49 feet to the northeasterly corner of the Fairfax Country Water Authority; thence running along the northerly boundary of said land N 85 degrees 31' 43" W 110.99 feet to a point on the easterly side of Fort Hunt ▇▇▇d (Route 629); thence running with the easterly side of said road N 04 degrees 36' 12" E, 79.03 feet to a point; thence N 85 degrees 23' 48" W, 37.00 feet to a point; and N 04 degrees 36' 12" E, 32.04 feet to the southwesterly corner of the aforementioned land of Socony Mobile Oil Company, Inc.; thence departing Fort Hunt ▇▇▇d and running along with southerly and thence easterly boundary of said land N 49 degrees 56' 13" E, 191.21 feet to a point and N 04 degrees 45' 38" E 121.61 feet to the point of beginning and containing 4.81367 acres, more or less. PARCEL II: The following non-exclusive easements as aforesaidgranted by Easement Agreement for Access, this Article 40 shall be deemed Driveway and Parking dated May 30, 1985 and recorded among the Fairfax County, Virginia Land Records on October 17, 1985 in Deed Book 6246 at Page 1052, as corrected and re-recorded among the aforesaid Land Records in Deed Book 6498 at Page 1283, SUBJECT HOWEVER, to be null any terms, reservations and void limitations provided for in said Easement Agreement: a. A non-exclusive easement and right of no further force way of access for vehicles and effectpedestrians as granted by Universal to TDC-Harw▇▇▇ ▇▇ paragraph 1 of said Easement Agreement; b. A non-exclusive perpetual parking easement as granted by Universal to TDC-Harw▇▇▇ ▇▇ paragraph 2(b) of said Easement Agreement; c. A non-exclusive perpetual easement and right of way of access for persons, vehicles and equipment for the purpose of making and/or maintaining landscaping improvements as granted by Universal to TDC-Harw▇▇▇ ▇▇ paragraph 6 of said Easement Agreement.

Security Deposit. Section 40.01. Upon execution of this LeaseSubtenant has deposited with Sublandlord, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") Amount for the faithful performance and observance by Tenant Subtenant of the terms, covenants, conditions, provisions and conditions agreements of this LeaseSublease. The Security Amount shall not be required to be deposited in an interest bearing account. It is agreed that in the event Tenant defaults, Subtenant defaults in respect of any of the terms, covenants, conditions, provisions and conditions agreements of this LeaseSublease, including, but not limited to, the payment of Fixed Base Rent or additional rentand Additional Rent, Landlord beyond any and all applicable notice and grace period(s), Sublandlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Amount to the extent required for the payment of any Fixed Base Rent and additional rent Additional Rent or any other sum as to which Tenant Subtenant is in default or for any sum which Landlord Sublandlord may expend or may be required to expend by reason of Tenant's Subtenant’s default in respect of any of the terms, covenants covenants, conditions, provisions and conditions agreements of this LeaseSublease beyond any applicable notice and grace period(s), including, including but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LandlordSublandlord. In the event that Tenant shall fully and faithfully comply with all If Sublandlord so applies or retains any part of the termsSecurity Amount, provisionsSubtenant shall, covenants and conditions upon demand, promptly deposit with Sublandlord the amount so applied or retained so that Sublandlord shall have the full Security Amount on hand at all times during the term of this LeaseSublease. If there is no default by Subtenant at the Expiration Date or earlier termination of this Sublease, then Security Amount, or so much of the Security Deposit Amount which has not been expended as permitted in accordance with the terms of this Sublease, shall be returned promptly to Tenant Subtenant within thirty (30) days after the date fixed as the Expiration Date hereof expiration or earlier termination of this Sublease and after delivery of entire possession of the Demised Premises to LandlordSublandlord in the condition required to be delivered hereunder. In the event of an assignment by Landlord Sublandlord of its interest in under the Prime Lease, Landlord Sublandlord shall have the right to transfer the Security Deposit to the assignee Amount and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant Subtenant agrees to look to the assignee new Sublandlord solely for the return of said Security Deposit, Amount and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit Amount to a new assigneeSublandlord. Tenant Subtenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In If Subtenant deposits the event of a default by Tenant of any Security Amount with Sublandlord prior to receipt of the termsSublease Consent, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord Sublandlord shall return the Letter Security Amount to Subtenant immediately in the event Prime Landlord does not consent to this Sublease; this obligation shall survive the termination of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectSublease.

Security Deposit. Section 40.01. Upon execution of (a) The Hirer must pay to Silver Chef on or before the date it executes this Lease, Tenant shall deliver Contract (which must be prior to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, delivery and in the form installation of the letter of credit annexed hereto as Schedule DEquipment), to be held by Landlord the Security Deposit as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of Hirer’s obligations under this Lease. It is agreed that in Contract. (b) In the event Tenant defaults, in respect of any of default by the terms, provisions and conditions of this Lease, including, but not limited to, Hirer in the payment of Fixed the Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for (without limitation) the payment of any Fixed Rent and additional rent money or the observance or performance of any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any obligation on the part of the termsHirer contained or implied in this Contract, covenants Silver Chef will be entitled to claim from and conditions of this Lease, including, but not limited to, any damages apply the whole or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made a proportionate part of the Security Deposit held by it to compensate Silver Chef for the loss suffered directly or indirectly by Silver Chef as a new assignee. Tenant further covenants that it result of the default by the Hirer and such claim will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by constitute a waiver of any such assignment, encumbrance, attempted assignment or attempted encumbrancedefault by the Hirer. Section 40.02. In (c) A claim under sub-clause 7(b) may include (without limitation): (i) the event cost of a default by Tenant repair of damage to the Equipment; (ii) the cost of any necessary replacement of parts of the terms, provisions and conditions Equipment; (iii) the cost of this Lease Landlord shall be permitted to draw down insurance claim policy excesses; (iv) the entire amount cost of cleaning the Letter of Credit Equipment; (or a portion thereofv) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the loss of Rent; (vi) the costs for transport and storage; (vii) the costs for arranging the return of the Equipment to Silver Chef; and (viii) the amount of any other money payable under this Contract. (d) Silver Chef is entitled to require the Hirer to pay an additional amount to Silver Chef as security for the performance of the Hirer’s obligations under this Contract in order to cover any amount claimed and applied from the Security Deposit. Any use Deposit held by Landlord of all or Silver Chef under sub-clause 7(b) and to cover any portion increase in the required amount of the Security Deposit pursuant to clause 3. The Hirer must pay the provisions hereof shall be deemed additional amount so required within fourteen (14) days of any request as an involuntary payment essential term of this Contract. (e) If after the End of Renting (and any holding over period) all obligations of the Hirer under this Contract in respect of the Rental of the Equipment are discharged and satisfied, Silver Chef must, upon the written request of the Hirer, return the Security Deposit held by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant ▇▇▇▇▇▇ Chef to the provisions of this LeaseHirer or at the Hirer’s direction (to the extent not resorted to). Section 40.04. Provided Tenant has not been in default under (f) If the terms and conditions Hirer assigns all or part of the Lease during Rental in accordance with clause 24, the first eighteen Security Deposit held by Silver Chef may be dealt with in accordance with sub-clauses 24(f) and (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectg).

Security Deposit. Section 40.01. Upon execution Tenant hereby deposits with Landlord as the "Security Deposit" the letter of credit in the form attached as Exhibit I hereto, in an amount equal to the total amount of Annual Rent which shall be due from Tenant hereunder for Lease Year 5, as security for the prompt, full and faithful performance by Tenant of each and every covenant, condition, and provision of Tenant under this Lease. The terms governing the letter of credit are further described in Section 6 of Exhibit A hereto. Landlord shall not be required to account for interest or to pay interest to Tenant on the Security Deposit. (1) If Tenant fails to perform any of its monetary covenants, Tenant shall deliver to conditions, or provisions hereunder, Landlord an irrevocable may draw on the letter of credit (the "Letter of Credit") in the amount of $26,250 issued or on any cash deposited by Tenant as a New York City commercial bank acceptable to Landlord in its discretion, and in the form of replacement for the letter of credit annexed hereto credit, as Schedule D, provided in Section 6 of Exhibit A hereto) in order to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required Security Deposit for the payment of (i) any Fixed Rent and additional rent or any other sum as to sums of money which Tenant is may not have paid when due, (ii) any sum expended by Landlord on Tenant's behalf in default accordance with the conditions, covenants, and provisions of this Lease, or for (iii) any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Leasedefault, including, but not limited towithout limitation, any damages damage or deficiency in or from the re- letting reletting of the Demised PremisesPremises as provided in Section 24; provided, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In however, that Landlord shall not be entitled to draw upon the event that Tenant shall fully and faithfully comply with all letter of credit for amounts in excess of the termsamounts owed to Landlord as set forth in (i) through (iii) immediately above. The use, provisions, covenants and conditions application or retention of this Lease, the Security Deposit Deposit, or any portion thereof, by Landlord shall not prevent Landlord from having or exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be returned promptly required to Tenant after proceed against the date fixed Security Deposit) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Without limiting the Expiration Date hereof and after delivery of entire possession generality of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Leasepreceding sentence, Landlord shall have the right be entitled to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of interest elsewhere provided in this Lease notwithstanding that Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or has applied any portion of the Security Deposit (by way of a draw on against the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash unpaid Rent or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Depositother sums against which interest is accruing. Any use by Landlord of all or If any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver is used, applied or retained by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to for the provisions of this Lease. Section 40.04. Provided purposes set forth above, Tenant has not been in default under agrees, within 10 days after the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.written demand therefor is made by

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter of credit (upon execution hereof the "Letter of Credit") in the amount sum of $26,250 issued by a New York City commercial bank acceptable 15,125.84 (hereinafter referred to Landlord in its discretion, and in as the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord “Security Deposit”) as security ("Security Deposit") for the full, faithful and punctual performance and observance by Tenant of the terms, conditions and other provisions and conditions of this Lease. It is agreed that The Security Deposit need not be held in escrow or trust and may be commingled with other funds. In the event Tenant defaultsdefaults with respect to any such term, in respect of any of the termscondition or other provision, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentincluding without limitation by failing to pay Rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit (hereinafter referred to as the “Authorized Withdrawal”) to the extent required to cure such default and compensate Landlord for all expenses reasonably incurred by Landlord, including without limitation reasonable attorneys’ fees, by reason thereof, in which case Tenant shall forthwith restore the payment Security Deposit to its original amount. The Security Deposit shall not be considered prepaid Rent nor shall damages be limited to the amount thereof, nor shall Landlord be required, on account of any Fixed Rent and additional rent or the Security Deposit, to forgo any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the termsavailable remedies, covenants and conditions including without limitation termination of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LandlordLease pursuant to Article 19. In the event that Tenant shall fully and faithfully comply with all of the such terms, conditions and other provisions, covenants and conditions of this Lease, the Security Deposit Deposit, or any balance thereof, shall be returned promptly to Tenant after Tenant, without interest, following the date fixed as end of the Expiration Date hereof Term of this Lease and after delivery surrender of entire possession of the Demised Premises to Landlord pursuant to the provisions hereof. Tenant shall be entitled to pay the Security Deposit in the form of an irrevocable letter of credit subject to the following terms and conditions. Said letter of credit shall be issued by a commercial bank approved by Landlord and shall be in form and content satisfactory in all respects to Landlord. In the event of an assignment any default by Landlord of its interest in the LeaseTenant as aforesaid, Landlord shall have be entitled to receive the right to transfer Authorized Withdrawal from the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return issuer of such Security Deposit and Tenant agrees to look to the assignee solely for the return letter of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, credit upon demand, a sufficient in which case Tenant shall forthwith restore such letter of credit to its original amount. If Tenant fails to restore such letter of credit to its original amount as hereinabove required, or if such letter of cash credit is about to expire and shall not have been renewed as herein required within thirty (30) days preceding such expiration, or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by if Landlord hereunder otherwise reasonably deems itself insecure with regard to the amount financial capacity of Tenant or such issuer, then in any such event Landlord may upon demand withdraw all remaining available funds under such letter of credit and hold the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit same in cash pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the preceding provisions of this LeaseSection. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Tenant's execution of this LeaseAgreement, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued by 89,441.26 as a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, security deposit to be held by in accordance with the provisions of this Section 2.22. Accordingly, effective as of the date hereof, the following is hereby inserted as a new Article 37 of the Lease: Tenant shall deposit with Landlord as security the sum of $89,441.26 (the "Security Deposit") as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Leaselease. It is agreed that Landlord shall hold the Security Deposit in an interest bearing account. Tenant hereby agrees that, in the event Tenant defaults, defaults beyond the applicable notice and cure period in respect of any of the terms, provisions and conditions of this Leaselease, including, but not limited towithout limitation, the payment of Fixed Rent or and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit, including all interest earned thereon, if any, to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to of which Tenant is in default beyond the applicable notice and cure period or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Leaselease, including, but not limited towithout limitation, any damages or deficiency in the re- re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If any portion of the Security Deposit is used, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leaselease, the Security Deposit Deposit, together with interest earned thereon, if any (less administration expenses which Landlord is entitled to retain pursuant to Section 7-103 of the New York General Obligations Law or any successor statute), shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof and after delivery by Tenant of entire possession of the Demised Premises to LandlordLandlord in accordance with the terms of this lease. In the event of an assignment by Landlord a sale of its interest in the LeaseBuilding or the land upon which the Building is situated or the leasing of the Building, Landlord shall have the right to transfer the Security Deposit to the assignee and vendee or lessee and, provided that such vendee or lessee expressly assumes Landlord's obligations under this lease, Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit Deposit; and Tenant agrees to look solely to the assignee solely new owner or lessee for the return of said Security Deposit, and it is agreed . Tenant hereby agrees that the provisions hereof of this Article 37 shall apply to every transfer or assignment made of the Security Deposit by Landlord to a any new assigneeowner or lessee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Tenant has deposited with Landlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit Seventy-One Thousand Four Hundred Ninety-Four and 50/100 Dollars (the "Letter of Credit"$71,494.50) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, to any damages or deficiency in the re- letting reletting of the Demised Premisesleased premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit /s/ F.S. /s/ D.A. Landlord Tenant security shall be returned promptly to Tenant Tenant, without interest, after the date fixed as the Expiration Date hereof end of the Lease and after delivery of entire possession of the Demised Premises leased premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and building of which the leased premises form a part, hereinafter referred to as the Building, or leasing of the building, Landlord shall have the right to either transfer the Security Deposit security to the assignee Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and security or transfer the security to the new Landlord in which case Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneesecurity. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any and such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the termsbankruptcy or other insolvency proceeding against Tenant, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply it is agreed that all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall such security deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null applied by Landlord to rent, sales tax and void other charges due to Landlord for the last month of the lease term and of no further force and effecteach preceding month until such security deposit is fully applied.

Security Deposit. Section 40.01. Upon execution Tenant has deposited with Landlord the sum of Two Thousand Three Hundred Fifteen Dollars and Fifty Cents ($2,315.50) which is the equivalent of one (1) month's rent as security for the faithful performance by Tenant of the terms of this Lease; it is agreed that if Tenant defaults in Tenant's performance of any of the terms of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord .Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of default, or to any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages damage or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued occurred before or after summary proceedings or other re-entry reentry by Landlord. In the event that If Tenant shall fully and faithfully comply complies with all of the terms, provisions, covenants and conditions terms of this Lease, the Security Deposit security shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof end of the Lease and after the delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and building or leasing of the Building of which the Premises form a part, Landlord shall have the right to transfer the Security Deposit to security of the assignee vendee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security; and Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In Landlord agrees to pay interest at the event rate of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit three percent (or a portion thereof3%) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw interest per year on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of , which interest will be added to the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this LeaseDeposit. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit the Required Security Amount (the "Letter of Credit"as hereinafter defined) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the full and faithful performance and observance by Tenant of the terms, provisions Tenant’s covenants and conditions of obligations under this Lease. It is agreed that If Tenant defaults in the event Tenant defaults, in respect full and prompt payment and performance of any of the terms, provisions Tenant’s covenants and conditions of obligations under this Lease, including, but not limited to, the payment of Fixed Base Rent or additional rentand Additional Rent, Landlord may draw down upon the Letter of Credit and may, but shall not be required to, use, apply or retain the whole or any part of the proceeds thereof security so deposited and the interest accrued thereon, if any, to the extent required for the payment of any Fixed Base Rent and additional rent Additional Rent or any other sum sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrue before or after summary proceedings or other re-entry by Landlord. In If Landlord shall so use, apply or retain the event that whole or any part of the security or the interest accrued thereon, if any, Tenant shall upon within five (5) Business Days after receipt of written demand deposit with Landlord a sum equal to the amount so used, applied or retained, as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Base Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with all of the terms, provisions, Tenant’s covenants and conditions of obligations under this Lease, the Security Deposit security or any balance thereof, to which Tenant is entitled, shall be returned promptly or paid over to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof end of this Lease and after delivery to Landlord of entire possession of the Demised Premises to LandlordPremises. In the event of an assignment by Landlord any sale, transfer or leasing of its Landlord’s interest in the LeaseBuilding whether or not in connection with a sale, transfer or leasing of the Land to a vendee, transferee or lessee, Landlord shall have the right to transfer the Security Deposit unapplied part of the security and the interest thereon, if any, to which Tenant is entitled, to the assignee and vendee, transferee or lessee and, provided that the security deposit has been transferred, Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit or payment thereof, and Tenant agrees to shall look solely to the assignee solely new landlord for the return or payment of said Security Deposit, and it is agreed that the same. The provisions hereof of the preceding sentence shall apply to every subsequent sale, transfer or assignment made leasing of the Security Deposit Building, and any successor of Landlord may, upon a sale, transfer, leasing or other cessation of the interest of such successors in the Building, whether in whole or in part, pay over any unapplied part of said security to any vendee, transferee or lessee of the Building and shall thereupon be relieved of all liability with respect thereto. Except in connection with a new assignee. permitted assignment of this Lease, Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security or any interest thereon to which Tenant is entitled, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In any event, in the event absence of a default by Tenant evidence satisfactory to Landlord of any an assignment of the termsright to receive the security, provisions and conditions of this Lease or the remaining balance thereof, Landlord shall be permitted to draw down may return the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder security to the amount original Tenant regardless of the Security Deposit. Any use by Landlord of all one or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions more assignments of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.016.1. Upon Contemporaneously with the execution of this Lease, Tenant shall deliver to must deposit with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord Security Deposit as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, conditions, and provisions and conditions of this Lease, including the surrender of possession of the Premises to Landlord as required under this Lease. It is agreed that in the event If Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentand Additional Rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent and additional rent Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrues before or after summary proceedings or other re-entry reentry by Landlord. 6.2. In Landlord may, but is not required to, place the event Security Deposit in an interest-bearing account. 6.3. If Landlord applies or retains any part of the Security Deposit, Tenant, within three days after notice from Landlord, must deposit with Landlord the amount so applied or retained so that Landlord shall have the full Security Deposit on hand at all times during the Term. The failure by Tenant shall to deposit the additional amount within the time required is a material default under Section 27 of this Lease. 6.4. If ▇▇▇▇▇▇ fully and faithfully comply complies with all of the terms, provisions, covenants and conditions of this Lease, Landlord must return the Security Deposit shall be returned promptly to Tenant no later than 30 days after the date fixed as the Expiration Date hereof and after delivery of the entire possession of the Demised Premises to Landlord. 6.5. In If Landlord sells or leases the event of an assignment by Landlord of its interest in the LeasePremises or Building, Landlord shall have the right is permitted to transfer the Security Deposit to the assignee and vendee or lessee and, upon notifying Tenant that Landlord shall thereupon be has done so, Landlord is released by Tenant from all liability for the return of such the Security Deposit and Tenant Deposit. ▇▇▇▇▇▇ agrees to look solely to the assignee solely vendee or lessee to whom the Security Deposit has been transferred for the return of said the Security Deposit, and it is agreed that the . These provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneeLandlord. 6.6. Tenant further covenants that it will is not permitted to assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be is bound by any such assignment, encumbrance, attempted assignment assignment, or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution (a) Owner acknowledges the receipt of this Lease, Tenant shall deliver to Landlord an irrevocable letter the sum of credit $17,983.00 (the "Letter of Credit"“Security Deposit”) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, conditions and provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Leaselease, including, but not limited towithout limitation, the surrender of possession of the Premises to Owner upon the expiration or earlier termination of this lease. If Tenant is in default in performing or observing any term, provision or condition of this lease, including, without limitation, the payment of Fixed Rent or additional rent, Landlord additional rent or other charges, Owner may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit so deposited to the extent required for the payment of any Fixed Rent and rent, additional rent or any other sum as to which Tenant is in default or for any sum which Landlord Owner may expend or may be required to expend by reason of Tenant's ’s default in respect of performing or observing any of the termsterm, covenants and conditions covenant or condition of this Leaselease, including, but not limited towithout limitation, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrues before or after summary proceedings or other re-entry reentry by LandlordOwner. In If Owner applies or retains any part of the event Security Deposit, Tenant, upon demand, shall deposit with Owner the amount so applied or retained so that Owner shall have the full Security Deposit on hand at all times during the term of this lease. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leaselease, the Security Deposit shall be returned promptly to Tenant after the expiration date fixed as the Expiration Date hereof of this lease and after delivery of the entire possession of the Demised Premises to LandlordOwner. In the event of an assignment by Landlord a sale of its interest in the LeasePremises, Landlord Owner shall have the right to transfer the Security Deposit to the assignee vendee and Landlord Owner shall thereupon be released by Tenant from all liability for the return of such the Security Deposit Deposit; and Tenant agrees to look solely to the assignee solely new landlord for the return of said the Security Deposit, and it is agreed that the . The provisions hereof of this Section shall apply to every transfer or assignment made of the Security Deposit to a new assigneelandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord (b) The Security Deposit shall be permitted placed by Owner in a separate interest-bearing account in any commercial or savings bank designated by Owner until used or applied. Owner shall have the same rights to draw down the entire amount of the Letter of Credit (or a portion thereof) use and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article accrued interest as Owner has to use and retain the balance for apply the Security Deposit required hereunder. Section 40.03as provided in this Section. If Landlord Provided Tenant is not then in default under this lease, to the extent such accrued interest has not been used or applied as herein provided, Owner shall apply all pay such accrued interest (less any sum which Owner is permitted by law to retain as a service charge or any portion otherwise, which Owner may withdraw and retain annually) to Tenant once each year during the term, promptly following Tenant’s request in that year. Upon the expiration of the Security Deposit (by way term of a draw on the Letter of Credit)this lease, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant subject to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the TermSection, Landlord Owner shall return the Letter of Credit pay to Tenant upon the expiration of said eighteen all accrued interest remaining in such account (18) month period. Upon the return of the Letter of Credit less any sum which Owner is permitted by law to retain as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effecta service charge or otherwise).

Security Deposit. Section 40.01. Upon execution In order to secure the prompt payment of Base Rent and Additional Rent under this Lease, Lease (the “Lease Liabilities”) Tenant shall deliver hereby agrees to provide to Landlord an irrevocable a letter of credit in favor of Landlord as the beneficiary, to be issued by SunTrust Bank in the initial amount of One Hundred Twenty-five Thousand Dollars ($125,000.00), together with all renewals and extensions thereof and substitutions therefor, and all cash proceeds thereof (all of the "foregoing are herein collectively referred to as the (“Letter of Credit"”) within seventy-two (72) hours after Landlord’s notification to Tenant (which notification may be oral) that Ventana Medical Systems, Inc. has executed a termination agreement for the Existing Lease as set forth in Article 56 herein. Landlord has agreed to accept the amount Letter of $26,250 issued by Credit on a New York City commercial bank acceptable delayed basis as set forth above solely on the condition that Tenant has, as of the date hereof, delivered to Landlord in its discretiona commitment letter from SunTrust Bank stating that SunTrust Bank will, and in the form of the upon demand from Tenant, within seventy-two (72) hours, provide to Tenant a letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance aforesaid amount and observance by Tenant of in accordance with the terms, provisions and conditions terms of this Lease. It is agreed that in the event If Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent fails to renew or additional rent, Landlord may draw down upon replace the Letter of Credit as aforesaid, Landlord may present the Letter of Credit for payment by the issuer thereof, and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (as the Security Deposit under this Lease, and, if Landlord retains the proceeds of the Letter of Credit as the Security Deposit, Landlord may commingle the deposit with its own funds. If Tenant defaults in the payment of rent or a portion thereof) in the performance or observance of any other obligations to be performed on its part under this Lease, Landlord may present the Letter of Credit for payment by the issuer thereof and apply the proceeds (to payment of Base Rent or Additional Rent in default, and/or to the prepayment of the Base Rent for any subsequent period of the term and/or to any amount to which Landlord may be entitled under this Lease; and Tenant shall promptly thereafter restore the Letter of Credit to the original amount above specified. The right of Landlord to apply the Proceeds of the Letter of Credit as above specified shall not be construed as a portion thereof) in accordance with Section 40.01 limitation upon Landlord’s right to invoke any other remedy available under this Lease or at law or equity for breach of this Article and Lease, or to collect the full amount of damages owing by Tenant on account of such breach. If, by reason of Tenant’s default under this Lease, Landlord terminates this Lease at any time or reenters the Premises, Landlord may, at its option, either retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion Proceeds of the Security Deposit Letter of Credit as liquidated damages (applying against the damages which it suffers but without waiving its rights to recovery of additional damages to which it may be entitled) or apply it to the monthly installments of Base Rent and other amounts payable under this Lease hereunder in inverse order of accrual. The Letter of Credit shall be issued to Landlord, shall be unconditional (i.e., without requirements or conditions for presentation, honor or payment), except as expressly provided for below, and shall be irrevocable during it’s stated term. The Letter of Credit may state or require that, at the time that Landlord presents the Letter of Credit for payment, such presentation shall be accompanied by way a written statement executed by any person purporting to be an authorized officer of the general partner of Landlord as follows: “This shall certify that a default by Tenant in the payment of rent has occurred and is continuing under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant. Any notice or notices of default required by such Lease have been given by Landlord to Tenant and Tenant has not cured within any period for cure provided for in the Lease. Based upon the foregoing, Landlord hereby presents Letter of Credit No. for payment and hereby demands that the issuer thereof draw upon such Letter of Credit and remit the proceeds of the Letter of Credit to Landlord.” Additionally, the Letter of Credit may state or require that, at the time that Landlord presents the Letter of Credit for payment, such presentation shall be accompanied by a written statement executed by any person purporting to be an authorized officer of the general partner of Landlord as follows: “This shall certify that a default by Tenant in the payment of rent due under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant in the amount of $ (the “Amount Currently Due”), has occurred and is continuing under that certain Lease dated by and between ▇▇▇▇ Holdings Limited Partnership, as Landlord, and Panacos Pharmaceuticals, Inc., as Tenant. Based upon the foregoing, Landlord hereby draws upon Letter of Credit No. for payment of the Amount Currently Due and hereby demands that the issuer draw upon such Letter of Credit and remit the Amount Currently Due to Landlord.” Upon the occurrence of any event of default by Tenant or breach by Tenant of Tenant’s covenants under this Lease which is not cured within any notice and cure period provided for herein, Landlord may, from time to time, without prejudice to any other remedy, draw on the Letter of Credit to the extent necessary to make good any arrears of rent and/or any damage, injury, expense or liability caused to Landlord by the event of default or breach of covenant. Within five (5) days after Landlord’s notice to Tenant of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional either restore the Letter of Credit to bring the balance previous amount or deposit with Landlord a cash Security Deposit equal to the difference between the full amount of cash and the Letter of Credit held then required and the amount Any Letter of Credit which has an expiration date prior to the expiration date of the term of this Lease (including any Option Terms exercised by Tenant) shall also provide that Landlord hereunder may present the Letter of Credit for payment when accompanied by the following written statement: “Tenant has failed to renew or replace the Letter of Credit prior to thirty (30) days before its expiration date, and Landlord is accordingly entitled to draw upon the Letter of Credit.” The Letter of Credit shall also expressly state and provide that the issuer is entitled to rely on any statement in the forms provided above which purports on its face to be executed by an officer of Landlord’s General Partner, and that the issuer is not obligated to verify the authority of any such person to execute any such statement on Landlord’s behalf, nor shall the issuer be liable in any manner whatsoever if any such statement is found to have been improperly delivered by Landlord, or if such statement is delivered by a person not duly authorized to do so on Landlord’s behalf. The Letter of Credit shall provide by its terms that, if Landlord has not notified the issuer of the occurrence of an event of default by Tenant, the amount thereof may be reduced by the sum of Twenty-five Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($25,857.00) (the “Security Deposit Reduction”) commencing on the first day of the fourth (4th) Lease Year of the Lease term and on the first day of each subsequent Lease Year thereafter. Notwithstanding the foregoing however, the Letter of Credit shall never be reduced below the sum of Twenty-five Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($25,857.00). In the event Tenant has exercised its option to receive the Landlord Contribution as set forth in Article 52 above, and Tenant has increased the amount of the Security Deposit by the amount of Tenant’s Improvement Security Deposit. Any use by , Landlord and Tenant hereby agree that such Security Deposit Reduction shall be exclusive of all or any portion of the Tenant Improvement Security Deposit, in which event the Security Deposit pursuant shall never be reduced below the sum of One Hundred Seventy-eight Thousand Eight Hundred Fifty-seven and No One-Hundredths Dollars ($178,857.00). In addition to all other rights available to it under applicable laws or otherwise: (a) Landlord, in conjunction with the assignment, pledge, or transfer of its interest as Landlord under the Lease, shall have the right to assign therewith Landlord’s rights in the Letter of Credit, and any assignee, pledgee, or transferee shall have the rights of Landlord hereunder with respect to the provisions hereof Letter of Credit so assigned, pledged, or transferred, and Landlord shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord thereafter relieved from all duties with respect to any such Letter of Tenant's default or Landlord's right Credit. In addition to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to be provided by Tenant upon as set forth above, beginning on the expiration Rent Commencement Date herein, Tenant shall pay to Landlord an amount equal to Fifty-six Thousand and No One-Hundredths Dollars ($56,000.00) to be held by Landlord as security for the performance by Tenant of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, Tenant’s covenants and obligations under this Article 40 Lease and such amount shall be deemed to paid by Tenant in twenty-four (24) equal monthly installments of Two Thousand Three Hundred Thirty-four and No One-Hundredths Dollars ($2,334.00) each, which amounts shall be null due and void and payable as Additional Rent on the same dates as installments of no further force and effectBase Rent payable during the initial term of this Lease.

Security Deposit. Section 40.01. Upon Contemporaneously with the execution of this Lease, Tenant shall deliver pay to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and Security Deposit (the “Security Deposit”) specified in the form of the letter of credit annexed hereto as Schedule DBasic Lease Information, to which shall be held by Landlord as security ("Security Deposit") for the faithful to secure Tenant's performance and observance by Tenant of the terms, provisions and conditions of its obligations under this Lease. It Landlord is agreed that hereby granted a security interest in the event Security Deposit in accordance with applicable law. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon a default by Tenant defaults, in or an Event of Default (defined below). If Tenant defaults with respect of to any of the terms, provisions and conditions provision of this Lease, includingLandlord may, but shall not limited be required to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole all or any part of the proceeds thereof to the extent required Security Deposit (a) for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or default, (b) for the payment of any sum other amount which Landlord may expend spend or may be required become obligated to expend spend by reason of such default by Tenant's default in respect of , and (c) to compensate Landlord for any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages other loss or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry damage which Landlord may suffer by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return reason of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03Tenant. If Landlord shall apply all or any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after demand therefor by way of a draw on the Letter of Credit)Landlord, then Tenant shall deposit with Landlord, upon demand, a Landlord cash in an amount sufficient amount of cash or an additional Letter of Credit to bring restore the balance of cash and the Letter of Credit held by Landlord hereunder Security Deposit to the amount required to be maintained by Tenant hereunder. Within a reasonable period following expiration or the sooner termination of this Lease, provided that Tenant has performed all of its obligations hereunder, Landlord shall return to Tenant the remaining portion of the Security Deposit. Any use The Security Deposit may be commingled by Landlord of all or any portion of with Landlord's other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, then Landlord may assign the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant transferee and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, thereafter Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon have no further liability or obligation for the return of the Letter Security Deposit. Tenant hereby waives the provisions of Credit as aforesaidall provisions of any Regulations, this Article 40 shall be deemed now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to be null and void and the handling or return of no further force and effectsecurity deposits.

Security Deposit. Section 40.01(a) Lessee has paid the Security Deposit (as defined in the Existing Building Lease) to Lessor as security for the full and faithful performance by Lessee of each and every term, provision, covenant and condition of this Lease and the Existing Building Lease. Upon execution the occurrence of an Event of Default (pursuant to this Lease or the Existing Building Lease), Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, includingLessor may, but shall not limited be required to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required Security Deposit for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is Monetary Obligation (including Rental) in default or for any other sum which Landlord Lessor may expend or may be required to expend by reason of Tenant's default in respect of any of the termsLessee’s default, covenants and conditions of this Lease, including, but not limited to, including any damages or deficiency in the re- letting reletting of the Demised PremisesProperty, whether such damages or deficiency accrued accrue before or after summary proceedings or other re-entry re‑entry by Landlord. In Lessor; provided, however, that each time Lessor so uses any amount of the event that Tenant Security Deposit, (a) Lessee shall have fifteen (15) days to replenish the Security Deposit as described in this Section 4.09(a) before such deficiency begins to bear interest at the Default Rate (which shall thereafter accrue until the Security Deposit has been replenished), and (b) Lessee shall, within thirty (30) days after Lessor’s written request therefor, deposit additional money with Lessor sufficient to restore the Security Deposit to a sum equal to the original amount of the Security Deposit (or the reduced amount of the Security Deposit if reduced pursuant to Section 4.09(c), below). (b) If Lessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease and the Existing Building Lease, the Security Deposit Deposit, or any balance thereof, shall be returned promptly to Tenant Lessee after the date time fixed as the Expiration Date hereof expiration of the Lease Term of both this Lease and the Existing Building Lease and after delivery the removal of entire Lessee and surrender of possession of the Demised Premises Property and the Existing Building Area to LandlordLessor. In the event absence of evidence satisfactory to Lessor of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to receive the Security Deposit, or the remaining balance thereof, Lessor may return the security to the original Lessee, regardless of one or more assignments of this Lease and/or the Existing Building Lease. In case of a sale or transfer of the fee of the Property and the Existing Building Area, or any cessation of Lessor’s interest therein (including in connection with a Lessor bankruptcy or a Lessor default under any of 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 its loans), whether in whole or in part, Lessor shall pay over any unapplied part of the Security Deposit to the assignee succeeding owner of the Property and/or the Existing Building Area and Landlord from and after such payment Lessor shall thereupon be released by Tenant from relieved of all liability for with respect thereto so long as such succeeding owner acknowledges receipt of the return Security Deposit (or any remaining portion thereof), in writing, and a copy of such Security Deposit and Tenant agrees writing is provided to look to Lessee. The provisions of the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof preceding sentence shall apply to every subsequent sale or transfer of the fee of the Property and/or the Existing Building Area, and any successor of Lessor may, upon a sale, transfer or assignment made other cessation of the interest of such successor in the Property and/or the Existing Building Area, whether in whole or in part, pay over any unapplied part of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any successor owner of the terms, provisions Property and/or the Existing Building Area and conditions shall thereupon be relieved of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance all liability with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion respect thereto so long as such succeeding owner acknowledges receipt of the Security Deposit (by way of a draw on the Letter of Creditor any remaining portion thereof), then Tenant shall deposit with Landlordin writing, upon demand, and a sufficient amount copy of cash or an additional Letter of Credit such writing is provided to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this LeaseLessee. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. The cash sum specified under Section 40.019 of the Basic Lease Information, if any, shall be deposited with Landlord concurrently with ▇▇▇▇▇▇’s execution of this Lease (“Security Deposit”). Upon Landlord shall hold the Security Deposit as security for the performance of Tenant’s obligations under this Lease. Tenant is not entitled to any interest on the Security Deposit and Landlord shall not be liable therefor. If Tenant defaults on any provision of this Lease, Landlord may, at its election and without prejudice to any remedy it has under this Lease or by operation of Law, apply all or part of the Security Deposit to: (i) Rent or other sum in default; (ii) any amount that Landlord may spend or become obligated to spend in exercising Landlord’s rights under this Lease; (iii) unamortized costs of improvements paid for by Landlord, if any; (iv) unamortized costs of brokerage commissions, if any; or (v) any expense, loss or damage that Landlord may suffer because of Tenant’s default. Tenant waives the provisions of California Civil Code section 1950.7, and all Laws in force or that become in force after the date of execution of this Lease, Tenant shall deliver that provide that Landlord may claim from a security deposit only those sums reasonably necessary to Landlord an irrevocable letter of credit (the "Letter of Credit") remedy defaults in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent Rent, to repair damage caused by Tenant, or additional rentto clean the Premises. Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default foreseeable or for any sum which Landlord may expend unforeseeable loss or may be required to expend damage caused by reason the act or omission of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default ’s officers, agents, employees, independent contractors, invitees, customers, licensees, assignees or Landlord's right to terminate this Lease pursuant to the provisions of this Leasesubtenants (individually and collectively, “Tenant’s Parties”). Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon (a) Concurrently with the execution of this Lease, Tenant shall deliver to Landlord within ten (10) days following receipt of Landlord’s written request of security deposit (the “Security Deposit”) in the amount of $399,938.00. The Security Deposit shall be in the form of an irrevocable letter of credit (the "“Letter of Credit"”) in the amount of $26,250 and shall be issued by a New York City commercial bank acceptable to Landlord in its discretion, and in form and substance satisfactory to Landlord. The Letter of Credit shall remain in full force and effect during the form initial one hundred twenty (120) months of the letter of credit annexed hereto as Schedule D, to be held by Landlord Term as security ("Security Deposit") for the faithful performance and observance payment by Tenant of the terms, provisions Rent and conditions of this Lease. It is agreed that in all other charges or payments to be paid hereunder and the event Tenant defaults, in respect of any performance of the termscovenants and obligations contained herein, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and useshall be renewed at least thirty (30) days prior to any expiration thereof. If Tenant fails to renew the Letter of Credit by such date, apply or retain the whole or any part time being of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Leaseessence, Landlord shall have the right at any time after the thirtieth (30th) day before such expiration date to transfer draw on the Letter of Credit and to deposit the Security Deposit in any account for the benefit of Landlord or to declare an Event of Default. The Security Deposit shall not be commingled with other funds of Landlord or other Persons and no interest thereon shall be due and payable to Tenant. (b) If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole discretion, to draw on the Letter of Credit or to withdraw the Cash Security Deposit from the above-described account and to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneeextent assigned). Tenant further covenants acknowledges and agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any (1) Landlord’s application of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount proceeds of the Letter of Credit (or a portion thereof) and apply Cash Security Deposit towards the proceeds (payment of Basic Rent, Additional Rent or a portion thereof) the reduction of any damages due Landlord in accordance with Section 40.01 Paragraph 23 of this Article Lease, constitutes a fair and retain reasonable use of such proceeds, and (2) the balance for application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an Event of Default shall not exist if Tenant restores the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion to its full amount within five (5) days and in accordance with the requirements of this Paragraph 36, so that the original amount of the Security Deposit (by way of a draw shall be again on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount . (c) At the expiration of cash or an additional Letter the initial one hundred twenty (120) months of Credit to bring the balance Term and so long as no Event of cash and Default exists the Letter of Credit held or the cash Security Deposit, as the case may be, shall be returned to Tenant. (d) Landlord shall have the right to designate Lender or any other holder of a Mortgage as the beneficiary of the Letter of Credit during the term of the applicable Loan, and such Lender or other holder of a Mortgage shall have all of the rights of Landlord under this Paragraph 36. Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Landlord hereunder from time to time to change the amount of the Security Deposit. Any use by Landlord of all or any portion holder of the Security Deposit pursuant to as hereinabove provided. (e) In the provisions hereof shall be deemed an involuntary payment event that the earnings (before interest, taxes, depreciation and amortization) arising out of the business of Tenant (“EBITDA”) calculated in accordance with generally accepted accounting principles applied on a consistent basis, and determined by Tenant and shall not be deemed a waiver by Landlord Landlord’s annual review of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions ’s year-end 10K (established by Tenant’s regular firm of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease independent certified public accountants), is less than $15,000,000.00 for any fiscal year during the first eighteen initial one hundred twenty (18120) months of the Term, Landlord shall return Tenant shall, within thirty (30) days of Landlord’s written notice (“EBITDA Notice”), increase the amount of the Security Deposit and Letter of Credit to $799,876.00. Tenant upon shall deliver Tenant’s 10K to Landlord, for Landlord’s review, concurrently with Tenant’s delivery of Tenant’s 10K to the expiration Security and Exchange Commission at the end of said eighteen each fiscal year. If Tenant objects, in writing, to Landlord’s analysis of EBITDA within fifteen (1815) month perioddays of Landlord’s EBITDA Notice, the parties shall negotiate in good faith to resolve any disagreement between them with respect to the calculation of EBITDA for a period of fifteen (15) days. Upon If Tenant and Landlord are unable to so agree, then the return matter shall be determined by arbitration in accordance with the rules of the Letter of Credit as aforesaidAmerican Arbitration Association then prevailing in Minneapolis, this Article 40 Minnesota. Any decision or award resulting from such arbitration shall be deemed to final and binding upon Landlord and Tenant and judgment thereon may be null and void and entered in any court of no further force and effectcompetent jurisdiction.

Security Deposit. Section 40.01. Upon Tenant agrees to deposit with Landlord, upon the execution of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 22,295.59 as security ("Security Deposit") for the full and faithful performance and observance by Tenant of the termseach and every term, provisions provision, covenant and conditions condition of this Lease. It is agreed that in the event If Tenant defaults, defaults in respect of to any of the terms, provisions provisions, covenants and conditions of this Lease, Lease including, but not limited to, the payment of Fixed the Base Rent or additional rentand Rent Adjustments, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required security so deposited for the payment of any Fixed Rent and additional such rent in default, or for any other sum as to which Tenant is in default or for any sum which the Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited towithout limitation, any damages or deficiency deficiencies in the re- letting reletting of the Demised Premisesdemised premises, whether such damages or deficiency shall have accrued before or after summary proceedings or other any re-entry by Landlord. In If any of the event that security shall be so used, applied or retained by Landlord at any time or from time to time, Tenant shall promptly, in each such instance, on written demand therefor by Landlord, pay to Landlord such additional sum as may be necessary to restore the security to the original amount set forth in the first sentence of this paragraph. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security, or any balance thereof, shall be returned promptly to Tenant after the date following: (a) the time fixed as the Expiration Date hereof and after delivery of entire possession expiration of the Demised Premises term of this Lease; (b) the removal of Tenant and its property from the demised premises; (c) the surrender of the demised premises by Tenant to LandlordLandlord in accordance with this Lease; and (d) the time required for the Rent Adjustment due pursuant to the Lease to have been computed by Landlord and paid by Tenant. Except as otherwise required by law, Tenant shall not be entitled to any interest on the aforesaid security. In the event absence of evidence satisfactory to Landlord of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer receive the Security Deposit security or the remaining balance thereof, Landlord may return the security to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return original Tenant, regardless of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer one or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions more assignments of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return transfer of Landlord's interest under this Lease, Landlord's obligation to Tenant with respect to the Letter security deposit shall terminate upon assumption of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectsuch obligation by the transferee.

Security Deposit. Section 40.01. Upon execution (a) On or prior to the date that Subtenant is no longer controlled by or under common control with Sublandlord, Subtenant shall deposit with Sublandlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit TWO HUNDRED SEVENTY-ONE THOUSAND SIX HUNDRED THIRTY-FIVE and 00/100 (the "Letter of Credit"$271,635.00) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord Dollars as security ("the “Security Deposit"”) for the faithful performance and observance by Tenant Subtenant of the terms, provisions covenants and conditions of this LeaseSublease. It is agreed that in Subtenant’s failure to timely deliver the event Tenant defaults, Security Deposit shall be a material default under this Sublease. If Subtenant defaults in respect of any of the terms, provisions and covenants or conditions of this LeaseSublease, including, but not limited to, the payment of Fixed Rent or additional rentand Additional Rent, Landlord Sublandlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit so deposited to the extent required for the payment of any Fixed Rent and additional rent Additional Rent or any other sum as to which Tenant Subtenant is in default default, or for reimbursement of any sum which Landlord that Sublandlord may expend or may be required to expend by reason of Tenant's Subtenant’s default in respect of any of the terms, covenants and conditions of this LeaseSublease, including, but not limited to, any damages or deficiency in the re- letting resubletting of the Demised Subleased Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LandlordSublandlord. In the event that Tenant If Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this LeaseSublease, the Security Deposit (without interest) shall be returned promptly to Tenant Subtenant after both the date fixed as the Expiration Date hereof end of this Sublease and after delivery of entire possession of the Demised entire Subleased Premises to Landlord. In the event of an assignment by Landlord of its interest Sublandlord in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneecondition required hereunder. Tenant Subtenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit Deposit, and that neither Landlord Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any use, application or retention of the termsSecurity Deposit by Sublandlord, provisions Subtenant shall, within five (5) days of demand, pay to Sublandlord the sum so used, applied or retained. (b) In lieu of the cash Security Deposit, Subtenant shall deliver to Sublandlord a clean, irrevocable and conditions unconditional letter of this Lease Landlord credit (“Letter of Credit”) issued by and drawn upon a member of the Clearing House Association or another commercial bank reasonably satisfactory to Sublandlord (hereinafter referred to as the “Issuing Bank”) with offices for banking purposes in New York City, and having a Commercial Paper credit rating of A-1/P-1 or better from Standard & Poor’s (the “Minimum Rating Requirement”), which Letter of Credit shall be permitted payable in New York City, have a term of not less than one (1) year, be in a form that complies with requirements sets forth in Section 20(c) below and that is otherwise reasonably acceptable to draw down Sublandlord, name Sublandlord as beneficiary, and be maintained in the amount of the Security Deposit for the entire Term plus a period of sixty (60) days thereafter. Notwithstanding the foregoing, the Letter of Credit may provide that it can be drawn upon the office of Issuing Bank located outside of New York City if the drawing thereon may be consummated by facsimile and/or reputable overnight courier. (c) The Letter of Credit shall provide that (i) the Issuing Bank shall pay to Sublandlord or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn; and (ii) the Letter of Credit either shall be for a term ending sixty (60) days after the end of the Term or a portion thereofshall be deemed to be automatically renewed, without amendment, for consecutive periods of one (1) and apply year each during the proceeds (or a portion thereof) in accordance with Section 40.01 Term of this Article and retain Sublease, unless the balance for Issuing Bank sends written notice to Sublandlord by certified or registered mail, return receipt requested, not less than sixty (60) days next preceding the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion then expiration date of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit that it elects not to have such Letter of Credit renewed. (d) Notwithstanding anything to the contrary contained herein, Subtenant acknowledges that Subtenant is obligated to provide Sublandlord with Landlord, upon demandReplacement Security (as hereinafter defined) within fifteen (15) days of notice from Sublandlord if any of the following events (each, a sufficient “Triggering Event”) occurs: (1) the Issuing Bank of the Letter of Credit is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity; or (2) the Issuing Bank of the Letter of Credit fails to meet the Minimum Rating Requirement. Within fifteen (15) days of Sublandlord’s notice to Subtenant of a Triggering Event, Subtenant shall replace the Letter of Credit with either a letter of credit issued by a commercial bank that satisfies the requirements set forth in Section 20(b) hereof or other security (the “Replacement Security”) acceptable to Sublandlord in its sole and absolute discretion. If Subtenant fails to provide the Replacement Security as aforesaid, then, notwithstanding anything in this Sublease to the contrary, (1) such failure shall constitute a default under this Sublease for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid fifteen (15) day period and Sublandlord shall be entitled to exercise any and all rights and remedies provided under this Sublease, and (2) Sublandlord may immediately draw upon the Letter of Credit in whole or in part, and the proceeds thereof shall be held or applied, as applicable, pursuant to the terms of this Sublease. (e) In the event Sublandlord assigns or otherwise transfers its interest in the Prime Lease, Sublandlord shall have the right to transfer (at no expense to it) the cash Security Deposit or Letter of Credit, as the case may be, deposited hereunder to the transferee, and Sublandlord shall, after notice to Subtenant of such transfer, including the name and address of the transferee, be released by Subtenant from all liability for the return of such cash Security Deposit or Letter of Credit. In such event, Subtenant agrees to look solely to the transferee for the return of said cash Security Deposit or Letter of Credit. Upon Sublandlord’s assignment or other transfer of its interest in the Prime Lease, Subtenant shall have its bank issue a new Letter of Credit on all the same terms and conditions and in the appropriate amount to such transferee in exchange for the return of the then existing Letter of Credit and without charge to Sublandlord or such transferee. It is agreed that the provisions hereof shall apply to every transfer or assignment made of said cash Security Deposit or an additional Letter of Credit to bring the balance of cash and a transferee. (f) Sublandlord may draw upon the Letter of Credit held by Landlord hereunder at the following times: (i) at any time that Sublandlord is permitted to the amount of the Security Deposit. Any use by Landlord of all or any portion of apply the Security Deposit pursuant to the provisions hereof terms hereof; (ii) upon any failure by Subtenant to renew, at least thirty (30) days in advance of expiration, a Letter of Credit that would otherwise expire prior to the date which is sixty (60) days after the end of the Term; or (iii) as set forth in Section 20(d) above. Amounts drawn by Sublandlord under this subparagraph shall be deemed an involuntary payment held by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease Sublandlord as cash security pursuant to the provisions terms of this LeaseSection 20. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this LeaseLease by both parties, Tenant shall deliver will pay to the Landlord an irrevocable letter of credit the sum set forth in Section 1(h) (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") as security for the full and faithful performance and observance by Tenant of the termseach and every term, provisions covenant and conditions condition of this Lease. It is agreed that in In the event that Tenant defaultsis in default under this Lease, in respect of or fails to perform any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply apply, or retain the whole or any part of the proceeds thereof to the extent required Security Deposit for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum due Landlord of which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Leaseor failure to perform, including, but not limited to, any damages damage or deficiency in the re- letting reletting of the Demised Premises; provided, whether however, that any such damages use application or deficiency accrued before retention by Landlord of the whole or after summary proceedings any part of the Security Deposit shall not be or be deemed to be an election of remedies by Landlord or viewed as liquidated damages, it being expressly understood and agreed that, notwithstanding such use, application or retention. Landlord shall have the right to pursue any and all other re-entry by Landlordremedies available to it under the terms of this Lease or otherwise. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof compliance has been ascertained by Landlord and after delivery of entire possession of the Demised Premises to Landlord. In Landlord in the event of an assignment by Landlord a sale of its interest in the Lease, Building. Landlord shall have the right to transfer the Security Deposit to the assignee purchaser and Landlord shall thereupon be released by Tenant from all liability for the return of such the Security Deposit and Deposit. Tenant agrees to shall look solely to the assignee solely new landlord for the return of said such Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit money deposited as security, and that neither Landlord nor not its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Tenant has deposited with Landlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit One Thousand Six Hundred Twenty Six and 33/100 Dollars (the "Letter of Credit"$1,626.33) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, to any damages or deficiency in the re- letting reletting of the Demised Premisesleased premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit /s/ F.S. /s/ D.A. Landlord Tenant security shall be returned promptly to Tenant Tenant, without interest, after the date fixed as the Expiration Date hereof end of the Lease and after delivery of entire possession of the Demised Premises leased premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and building of which the leased premises form a part, hereinafter referred to as the Building, or leasing of the building, Landlord shall have the right to either transfer the Security Deposit security to the assignee Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and security or transfer the security to the new Landlord in which case Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneesecurity. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any and such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the termsbankruptcy or other insolvency proceeding against Tenant, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply it is agreed that all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall such security deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null applied by Landlord to rent, sales tax and void other charges due to Landlord for the last month of the lease term and of no further force and effecteach preceding month until such security deposit is fully applied.

Security Deposit. Section 40.01. Upon execution of this LeaseTenant hereby deposits with Landlord the security deposit shown on Schedule 1 (“Security Deposit”), Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the prompt, full and faithful performance and observance by Tenant of the terms, provisions each and conditions every provision of this Lease. It is agreed that in the event Lease and of all obligations of Tenant defaults, in respect of hereunder. (a) If Tenant fails to perform any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentits obligations hereunder, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required Security Deposit for the payment of (1) any Fixed Rent and additional rent or any other sum as to sums of money which Tenant is may not have paid when due, (2) any sum expended by Landlord on Tenant’s behalf in default accordance with the provisions of this Lease, or for (3) any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease’s default, including, but not limited towithout limitation, any damages damage or deficiency in or from the re- letting reletting of the Demised PremisesPremises as provided in Section 23. The use, whether such damages application or deficiency accrued before retention of the Security Deposit, 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 Security Deposit) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Security Deposit is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after summary proceedings or other re-entry the written demand therefor is made by Landlord. In , to deposit cash with Landlord in an amount sufficient to restore the event that Security Deposit to its original amount. (b) If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions provisions of this Lease, the Security Deposit Deposit, or any balance thereof, shall be returned promptly to Tenant without interest after the date fixed as the Expiration Date hereof and after delivery of entire possession expiration of the Demised Premises to LandlordTerm or upon any later date after which Tenant has vacated the Premises. In the event absence of an assignment by evidence satisfactory to Landlord of any permitted assignment of the right to receive the Security Deposit, or of the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or the Security Deposit. In such event, upon the return of the Security Deposit, or the remaining balance thereof, to the original Tenant, Landlord shall be completely relieved of liability under this Section 26 or otherwise with respect to the Security Deposit. (c) Tenant acknowledges that Landlord has the right to transfer its interest in the LeaseLand and Building and in this Lease and Tenant agrees that in the event of any such transfer, Landlord shall have the right to transfer the Security Deposit to the assignee and transferee. Upon transferee’s receipt of such Security Deposit, Landlord shall thereupon thereby be released by Tenant from all liability or obligation hereunder and Tenant shall to look solely to such transferee for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the . (d) The Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver mortgaged, assigned or encumbered in any manner whatsoever by Landlord Tenant without the prior written consent of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution ­‐ Landlord hereby acknowledges receipt of the sum of $XX (an amount not to exceed the first full month’s rent) which is to be retained as a security deposit for the performance by Tenant of all covenants, conditions and terms of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for and deposited in accordance with the faithful performance and observance by Tenant applicable provisions of the Housing Regulations of the District of Columbia. Landlord shall not be obligated to apply the same on rent or other charges and arrears or on damages for Tenant's failure to perform said covenants, conditions and terms, provisions and conditions although Landlord may so apply the security at Landlord's option. Tenant's loss or Tenant's right to possession of this Leasethe premises for nonpayment of rent or for any other reason shall not in any event be affected by reason of the fact that Landlord or Agent holds the security deposit. It is agreed that in In the event Tenant defaults, in respect of any Landlord repossesses said premises because of the termsTenant's default or because of Tenant's failure to carry out the covenants, provisions conditions and conditions terms of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter apply such security on account of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend all damages suffered by reason of Tenant's default or breach. Pursuant to the D.C. Housing Code, after a tenancy is terminated, Landlord has forty-­‐five (45) days to return the deposit, or notify the Tenant in respect writing of any of his or her intention to withhold and apply the terms, covenants monies toward expenses incurred under the terms and conditions of this Leaselease. If Landlord elects to apply the security deposit to monies owed by the Tenant to the Landlord, includingeither for rent, but additional rent, or damages, then Landlord shall notify Tenant that he/she intends to withhold the deposit and Landlord has thirty (30) days, from the date the Tenant was first notified, to refund the balance of the deposit that was not limited toused to pay costs of expenses incurred, any damages or deficiency and at the same time must provide Tenant with an itemized statement, including costs, of the repairs for which the money was spent. All utility services in the re- letting premises shall be ordered disconnected and all final bills paid by Tenant, with proof of receipts, before any part of the Demised Premises, whether such damages security deposit will be returned. Interest shall be paid or deficiency accrued before or after summary proceedings or other re-entry by Landlordcredited Tenant in accordance with the provisions of said Housing Regulations. NO PORTION OF SAID DEPOSIT SHALL BE USED BY TENANT FOR ANY PAYMENT OF ANY RENT DUE. In the event that Tenant shall fully and faithfully comply with all of a sale of the terms, provisions, covenants and conditions property upon which the premises are situated or the transfer or assignment by the Landlord/Agent of this Lease, the Security Deposit shall be returned promptly to Tenant after Landlord/Agent has the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right obligation to transfer the Security Deposit security deposit to the assignee transferee. After the transfer is made and Landlord shall thereupon be after written notice of same is given to the Tenant with the name and address of the transferee, Landlord/Agent is released by Tenant from all liability for the return of such Security Deposit the security deposit and the Tenant agrees to must look solely to the assignee solely new Landlord/Agent for the return of said Security Deposit, and it his security deposit. It is agreed that the provisions hereof shall foregoing will apply to every transfer or assignment made of the Security Deposit security deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02Landlord/Agent. In the event of a default by Tenant of any of the terms, provisions and conditions rightful or permitted assignment of this Lease Landlord shall by the Tenant to any assignee or sublessee, the security deposit is deemed to be permitted held by the Landlord/Agent as a deposit made by the assignee or sublessee and the Landlord/Agent will have no further liability with respect to draw down return of such security deposit to the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03assignor. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with The Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant estate, but not the managing agent or court appointed receiver, shall remain liable to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under for the terms and conditions maintenance of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit security deposit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectrequired by law.

Security Deposit. Section 40.01. Upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form acknowledges receipt of the letter of credit annexed hereto as Schedule D, to be held by Landlord Security Deposit from Tenant as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in The Security Deposit will be held by Landlord as security and without any obligation to segregate the Security Deposit from any other funds held by Landlord or to accrue interest thereon for the benefit of Tenant, except as otherwise required by applicable law. In the event of an Event of Default by Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rentoccurs hereunder, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit so deposited to the extent required for the payment of any Fixed Base Rent and additional rent or any other sum as to which Tenant is in default default, or to reimburse Landlord for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect such event of any of the termsdefault, covenants and conditions of this Lease, including, including but not limited to, to any damages or deficiency in the re- letting of the Demised Premises, whether such damages damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In It is agreed that Landlord shall always have the event that right to apply the Security Deposit, or any part thereof, as aforesaid, without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of applying the Security Deposit or any part thereof. If Landlord shall apply the Security Deposit or any part thereof, as aforesaid, Tenant shall fully and faithfully comply with all shall, upon demand, pay to Landlord the amount so applied to restore the Security Deposit to the amount set forth in Section 1.02. If there is no uncured Event of Default at the termination of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to the Tenant after the date fixed as the Expiration Date hereof end of the Term and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale or other transfer of its interest in the LeaseProperty, Landlord shall have the right to transfer the Security Deposit to the assignee purchaser or transferee and Landlord shall thereupon be released by Tenant from all liability for the return of such the Security Deposit Deposit; and Tenant agrees to look to the assignee new owner solely for the return of said Security Deposit, and it . The holder of any mortgage upon property of which the Premises are a part or of any ground lease that is agreed that the provisions hereof superior to this Lease shall apply never be responsible to every transfer or assignment made of Tenant for the Security Deposit to a new assigneeor its application or return unless the Security Deposit shall actually have been received in hand by such holder. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its it successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this Lease, 6.01 Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 165,200.00 as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It ; it is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof end of the lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseLand and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit security; and Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, such security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of (a) Landlord applies or retains any portion or all of the termssecurity deposited or (b) fixed rent shall increase pursuant to this Lease, provisions and conditions of this Lease Landlord Tenant shall forthwith restore the amount so applied or retained, or deposit such additional amounts as security hereunder, so that at all times the amount deposited as security hereunder shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder equal to the amount product of (x) the Security Deposit. Any use by Landlord monthly installment of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of fixed rent then due under this Lease, multiplied by (y) 6. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Tenant has, simultaneously with the execution of ---------------- this Lease, Tenant shall deliver to deposited with Landlord an irrevocable letter the Initial Payment, which sum consists of credit (the "Letter first month's Minimum Rent and Landlord's estimate of Credit") in the amount Tenant's Proportionate Share of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretionCommon Area Maintenance, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") . The Security Deposit represents security for the faithful performance and observance by Tenant of the terms, provisions each and conditions every term and covenant of this Lease. It is agreed that in In the event Tenant defaults, in respect of any of the terms, provisions and conditions of this LeaseTenant Default, including, but not limited towithout limitation, the payment of Fixed Rent any rental or additional rentother sum payable hereunder, Landlord may draw down upon the Letter of Credit and may, but shall not be required to, use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default rent, or for any other sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Leaseor related to such Tenant Default, including, but not limited towithout limitation, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrue before or after summary proceedings proceedings, or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, terms and covenants and conditions of this Lease, the Security Deposit (or the balance thereof in the event Landlord has utilized any portions thereof) shall be returned promptly to Tenant within thirty (30) days after (A) the date fixed as the Expiration Date hereof Termination Date, and after (B) physical delivery of entire possession of the Demised entire Premises by Tenant to Landlord. Whenever and as often as the amount of Security Deposit shall be diminished by Landlord's application thereof, Tenant shall, within five (5) days after Landlord's request therefor, deposit additional money with Landlord sufficient to restore the Security Deposit to its original amount. The Security Deposit shall not constitute liquidated damages. No interest shall be payable to Tenant related to the Security Deposit. Landlord may commingle the Security Deposit with any of Landlord's other funds. In the event of an assignment by Landlord sale or transfer of its the Premises, or any cessation of Landlord's interest in the Leasetherein, Landlord shall have the right to transfer assign any unapplied portion of the Security Deposit to the assignee succeeding owner of the Premises, and from and after such assignment, Landlord shall thereupon be released by relieved of any liability with respect thereto, and Tenant from all liability shall look solely to such new owner for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of this Lease, 36.01 Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued 18,987.50 (if by a New York City commercial bank acceptable check subject to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord collection) as security ("Security Deposit") for the faithful full and punctual performance and observance by Tenant of all of the terms, provisions and conditions terms of this Lease. It is agreed that Landlord shall deposit such security deposit in an interest bearing account in a financial institution to be selected by Landlord in its sole discretion. Landlord shall be entitled to receive as an administrative expense, a sum equal to one (1%) percent per annum upon such security deposit, the interest to be credited to Tenant annually. In the event Tenant defaults, defaults in respect the performance of any of the terms, provisions and conditions terms of this Leaselease, including, but not limited to, including the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions terms of this Leaselease, including, but not limited to, including any damages or deficiency in the re- re-letting 51 52 of the Demised Premises, whether such damages or deficiency accrued accruing before or after summary proceedings or other re-entry by Landlord. In the event case of every such use, application or retention, Tenant shall, within ten days of demand, pay to Landlord the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. If Tenant shall fully and faithfully punctually comply with all of the terms, provisions, covenants and conditions terms of this Lease, the Security Deposit security, together with any accrued interest thereon, less any administrative expenses to which Landlord is entitled pursuant to this Article 36, shall be returned promptly to Tenant 30 days after the date fixed as the Expiration Date hereof termination of this Lease and after delivery of entire the exclusive possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale or lease of its interest in the LeaseBuilding, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee or lessee and Landlord landlord shall thereupon ipso factor be released by Tenant from all liability for the return of such Security Deposit security; and Tenant agrees to look solely to the assignee solely new landlord for the return of said Security Deposit, security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneelandlord. Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, encumbrance or attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Tenant concurrently with the execution of this Lease, Tenant shall deliver to Sublease has deposited with Landlord an irrevocable letter of credit a deposit (the "Letter of CreditSecurity Deposit") in the amount of Sixteen Thousand and No/100ths ($26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, 16,000.00) Dollars to be held by Landlord without interest as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, conditions and provisions and conditions of this LeaseSublease, including without limitation the surrender of possession of the Premises to Landlord as herein provided. Landlord shall not be required to maintain the Security Deposit in a separate account. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this LeaseSublease, including, but not limited to, the payment of Fixed Base Rent or additional rentand Additional Rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof Security Deposit to the extent required for the payment of any Fixed Base Rent and additional rent Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this LeaseSublease, including, including but not limited to, any damages or deficiency in the re- letting reletting of the Demised Premises, whether such damages or deficiency accrued accrue or accrues before or after summary proceedings or other re-entry reentry by Landlord. In The Security Deposit is not to be used or applied by Tenant as a substitute for rent due any month, but may be so applied by Landlord at any time at Landlord's option. The use, application or retention of the event Security Deposit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Sublease or by law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If Landlord applies or retains any part of the Security Deposit, Tenant, upon written demand therefor by Landlord, shall deposit cash with Landlord in such amount so that Landlord shall have the full deposit on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this LeaseSublease, the balance of the Security Deposit Deposit, if any, shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof and after the delivery of the entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. The cash sum specified under Section 40.019 of the Basic Lease Information, if any, shall be deposited with Landlord concurrently with Lessee’s execution of this Lease (“Security Deposit”). Upon Landlord shall hold the Security Deposit as security for the performance of Lessee’s obligations under this Lease. Lessee is not entitled to any interest on the Security Deposit and Landlord shall not be liable therefor. If Lessee defaults on any provision of this Lease, Landlord may, at its election and without prejudice to any remedy it has under this Lease or by operation of Law, apply all or part of the Security Deposit to: (i) Rent or other sum in default; (ii) any amount that Landlord may spend or become obligated to spend in exercising Landlord’s rights under this Lease; (iii) unamortized costs of improvements paid for by Landlord, if any; (iv) unamortized costs of brokerage commissions, if any; or (v) any expense, loss or damage that Landlord may suffer because of Lessee’s default. Lessee waives the provisions of California Civil Code section 1950.7, and all Laws in force or that become in force after the date of execution of this Lease, Tenant shall deliver that provide that Landlord may claim from a security deposit only those sums reasonably necessary to Landlord an irrevocable letter of credit (the "Letter of Credit") remedy defaults in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent Rent, to repair damage caused by Lessee, or additional rentto clean the Premises. Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default foreseeable or for any sum which Landlord may expend unforeseeable loss or may be required to expend damage caused by reason the act or omission of Tenant's default in respect Lessee, or of any of the termsLessee’s officers, covenants agents, employees, independent contractors, invitees, customers, licensees, assignees or sublessees (individually and conditions of this Leasecollectively, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance“Lessee’s Parties”). Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.0141.01. Upon execution of this Lease, Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 27,500.00 as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions covenants and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions covenants and conditions of this LeaseLease (and such default continues beyond the expiration of any applicable grace period), including, but not limited to, the payment of any of the Fixed Rent or additional rentand Additional Charges, Landlord may draw down upon the Letter of Credit and may, but shall not be obligated to, use, apply apply, or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any the Fixed Rent and additional rent or Additional Charges or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the termsdefault, covenants and conditions of this Lease, including, including but not limited tolimited, to any damages or deficiency in the re- letting reletting of the Demised PremisesPremises (or any part thereof), whether such damages or deficiency accrued before or after summary proceedings or other re-entry reentry by Landlord. Tenant shall, upon demand, deposit with Landlord the full amount so used, applied or retained in order that Landlord shall have the full security deposit on hand at all times during the term of this Lease. 41.02. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to Tenant within thirty (30) days after the date fixed as the Expiration Date hereof end of this Lease and after delivery the later of delivery, of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee conditions as then required by this Lease and Landlord shall thereupon be released after compliance by Tenant from with all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to terms and conditions of this Lease (provided that Landlord may retain a new assigneereasonable amount thereof pending payment of Additional Charges for Operating Expenses and Taxes for any final period of this Lease). 41.03. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit encumber, moneys deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.0241.04. In The security shall be held in a separate non interest-bearing account with a bank located in the event State of a default by New York and Landlord shall notify Tenant of any the location of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereundersuch bank. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Concurrent with Tenant’s execution and tendering of this LeaseThird Amendment Landlord, Tenant shall deliver to Landlord an irrevocable letter deposit the sum of credit $47,284.47 (the "Letter of Credit") in the “Security Deposit”), which amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Tenant shall thereafter at all times maintain on deposit with Landlord as security for Tenant’s full and faithful observance and performance of its obligations under this Lease ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, expressly including, but not limited towithout limitation, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit as and use, apply or retain the whole or any part when due of the proceeds thereof to the extent required for Base Rent, Additional Rent and any other sums or damages payable by Tenant hereunder and the payment of any Fixed Rent and additional rent or any all other sum as to damages for which Tenant is in default or for any sum which Landlord may expend or may shall be required to expend liable by reason of Tenant's default in respect of any act or omission contrary to any of the terms, stud covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlordagreements). In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer commingle the Security Deposit with its general assets and shall not be obligated to pay Tenant interest thereon. If at any time Tenant defaults in the performance of any of its obligations under this Lease, after the expiration of notice and the opportunity to cure, then, Landlord may: (a) apply as much of the Security Deposit as may he necessary to cure Tenant’s non-payment of the Base Rent, Additional Rent and/or other sums or damages due from Tenant: and/or: (b) if Tenant is in default of any of the covenants or agreements of this Lease; apply so much of the Security Deposit as may be necessary to reimburse all expenses incurred by Landlord in curing such default; or (c) if the Security Deposit is insufficient to pay the sums specified in Paragraph 9 (a) or {h), elect to apply the entire Security Deposit in partial payment thereof, and proceed against Tenant pursuant to the provisions of Article 15 herein. If, as a result of Landlord’s application of any portion or all of the Security Deposit. the amount held by Landlord declines to less than $47,284.47, Tenant shall, within ten (10) days after demand therefor, deposit with Landlord additional cash sufficient to bring the then-existing balance held as the Security Deposit to the assignee and amount specified hereinabove Tenant’s failure to deposit said amount shall constitute a material breach of this Lease. At the expiration or earlier termination of this Lease, Landlord shall thereupon be released by Tenant deduct from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. being held on behalf of Tenant further covenants that it will not assign any unpaid sums, costs, expenses or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default damages payable by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04; and/or any costs required to cure Tenant’s default or performance of any other covenant or agreement of this Lease, and shall, within thirty (30) days after the expiration or earlier termination of this Lease, return to Tenant, without interest. Provided Tenant has not been in default under the terms and conditions all or such part of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit Security Deposit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectthen remains on deposit with Landlord.

Security Deposit. Section 40.01. Upon Concurrently with the execution of this Lease, Tenant shall deliver pay to Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount sum of $26,250 issued 6,360, of which amount $2,120 shall be applied by a New York City commercial bank acceptable to Landlord in its discretion, and in as the form base rent for the first calendar month of the letter of credit annexed hereto as Schedule D, to Lease term; the remaining $4,240 such amount shall be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of all of the terms, provisions covenants, conditions and conditions agreements of this Lease, Landlord shall not be required to separate such security from Landlord's general funds. It is agreed that in In the event Tenant defaults, should default in respect of any of the such terms, covenants, conditions, provisions and conditions of this Leaseor agreements, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent security required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which expended by Landlord may expend or may be required to expend by reason of Tenant's default in respect default. Tenant, within five (5) days after written demand by Landlord, shall replenish the security or any portion thereof so used or applied by Landlord; Tenant's failure to restore such security shall constitute a material breach of any of the this Lease. If Tenant shall faithfully comply with all terms, covenants covenants, conditions, provisions and conditions agreements of this Lease, including, but not limited to, any damages or deficiency in the re- letting balance of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security deposit then due shall be returned promptly to Tenant within fourteen (14) days after the date fixed as the Expiration Date hereof and termination of this Lease but only after delivery of entire possession of the Demised Premises to LandlordLandlord and the performance by Tenant of all obligations required hereunder. In the event of an assignment by Landlord sale of its the Premises, Building or land upon which the same are located or of a sale of Landlord's interest in the this Lease, Landlord shall have the right to transfer the Security Deposit security deposit to the assignee its transferee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and with regard thereto, Tenant agrees to look looking solely to the assignee solely new landlord for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneesecurity. Tenant further covenants that it will shall not assign or encumber or attempt to assign or encumber its contingent rights in the Security Deposit security deposit, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant the termination of any ground or underlying lease or foreclosure of any mortgage or trust deed now or hereafter affecting the termsPremises, provisions and conditions of this Lease Landlord shall be permitted to draw down Building or land upon which the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)same are located, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder only look to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the new landlord for return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effectsecurity deposit.

Security Deposit. Section 40.01. Upon execution (a) In consideration of this Leasethe Waiver granted by Landlord hereunder, Tenant shall deliver to has deposited with Landlord an irrevocable letter of credit a security deposit (together with any interest earned thereon) the "Letter of Credit"“Security Deposit”) in the amount of Six Hundred Fifty Eight Thousand Dollars ($26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord 658,000). The Security Deposit shall serve as security ("Security Deposit") for the faithful performance and observance payment by Tenant of the terms, provisions Rent and conditions all other charges or payments to be paid under the Lease and the performance of this Lease. It is agreed that the covenants and obligations contained in the event Lease and the Guaranty. Landlord shall deposit the Security Deposit in an interest bearing account for the benefit of Landlord, Lender or Tenant. At the option of Tenant, Tenant defaultsmay substitute a letter of credit in the face amount of Six Hundred Fifty Eight Thousand Dollars ($658,000) for the Security Deposit, such letter of credit to be from a financial institution satisfactory to Landlord and in respect form and substance and upon terms satisfactory to Landlord. (b) If at any time an Event of any of Default under the termsLease shall have occurred and be continuing, provisions Landlord shall be entitled, at its sole discretion, to withdraw the Security Deposit from the above-described account and conditions of this Lease, including, but not limited to, to apply the proceeds in payment of Fixed (i) any Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required other charges for the payment of which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any Fixed expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 of the Lease or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned). Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Security Deposit towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of the Lease, constitutes a fair and additional rent reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sum as to which sums due under the Lease shall not constitute a cure by Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the termsapplicable default provided that an Event of Default shall not exist if Tenant restores the Security Deposit to its full amount within five (5) days, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in so that the re- letting original amount of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Security Deposit shall be again on deposit with Landlord. In At the event that Tenant shall fully and faithfully comply with all expiration of the terms, provisions, covenants Term and conditions so long as no Event of this Lease, Default then exists the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Tenant. (c) Landlord shall have the right to transfer designate Lender or any other holder of a Mortgage as the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made beneficiary of the Security Deposit to during the term of the applicable Loan, and such Lender or other holder of a new assigneeMortgage shall have all of the rights of Landlord set forth in this letter. Tenant further covenants that it will not assign or encumber or attempt and agrees to assign or encumber execute such agreements, consents and acknowledgments as may be requested by Landlord from time to time to change the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion holder of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit as hereinabove provided to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of acknowledge that the Security Deposit pursuant has been collaterally assigned to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Leasesuch Lender. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.0137.1 The original named tenant, Empire Blue Cross and Blue Shield shall not be required to deposit with Landlord any security deposit. Upon execution However, if this Lease is assigned or otherwise transferred to any entity which is not a Related Entity (for the purposes of this Article 37 such successor or assignee being referred to as the "Successor Tenant"), Landlord shall have the right to require, as a condition to Landlord's consent to such assignment of this Lease, that the Successor Tenant shall deliver to deposit with Landlord an irrevocable letter of credit amount equal to two (the "Letter of Credit"2) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretionmonths fixed rent and additional rent, and in the form computed as of the letter effective date of credit annexed hereto as Schedule Dthe assignment, to which sum shall be held by Landlord deposited as security ("Security Deposit") for the faithful performance performance, and observance by the Successor Tenant of the terms, provisions provisions, covenants and conditions of this Lease. It is agreed that in the event the Successor Tenant defaults, defaults in respect of any of the terms, provisions provisions, covenants and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which the Successor Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Successor Tenant's default in respect of any of the terms, provisions, covenants and conditions of this Lease, including, including but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that the Successor Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to the Successor Tenant after the date fixed as the Expiration Date hereof end of the Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the LeaseLand and Building or leasing of the Building of which the Demised Premises form a part, Landlord shall have the right to transfer the Security Deposit security to the assignee vendee or lessee and Landlord shall thereupon be released by the Successor Tenant from all liability for the return of such Security Deposit security; and the Successor Tenant agrees to look solely to the assignee solely new Landlord for the return of said Security Deposit, and it security. It is agreed that the then provisions hereof shall apply to every transfer or assignment made of the Security Deposit security to a new assigneeLandlord. The Successor Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any Landlord applies or retains any-portion or all of the termssecurity deposited, provisions and conditions of this Lease Landlord the Successor Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant set forth above, ARTICLE 38 Deleted Prior to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.Execution

Security Deposit. Section 40.01. Upon execution of this Lease, A. Tenant shall deliver deposit an amount equal to Landlord an irrevocable letter of credit one and a half months rent at (the "Letter of Credit"$$2,857.50) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by with Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that a deposit to secure Landlord in the event Tenant defaults, in respect of a breach of any provision of this Lease by ▇▇▇▇▇▇. (Examples of a breach of the terms, provisions and conditions of this Lease, includingLease include, but are not limited to, the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the non-payment of any Fixed Rent amount due to Landlord from Tenant, damage to the Apartment beyond reasonable wear and additional tear, or other breach chargeable to Tenant.) The security deposit shall be held in the CONNECT ONE BANK located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in an interest bearing account that is currently earning interest at .01 % per annum. Tenant shall not be allowed to use the security deposit (any portion thereof) to pay rent or satisfy any other sum as to which obligation during this Tenancy1) Except for displacement of Tenant is in default by virtue of fire, flood, condemnation, or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Leaseevacuation, the Security Deposit shall will be returned promptly to Tenant as required by New Jersey Law within 30 days after Tenant moves out, but only if, and to the date fixed as the Expiration Date hereof and after delivery of entire possession extent that, all of the Demised Premises following conditions are satisfied: (i) Rent (including the month in which this Lease is terminated) and all other charges pursuant to this Lease must have been paid in full as of the time of termination. (ii) A minimum of one calendar month written notice must have been given to Landlord that Tenant will move on or before the last day of any following month. (iii) The Apartment must be returned in the same condition as when ▇▇▇▇▇▇ started occupying it, except for normal wear and tear. (iv) Keys or other means of access must be returned to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant (v) All personal property, including furniture of any of kind and food must be removed from the terms, provisions Apartment and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunderproperly disposed of. Section 40.03(vi) The Apartment must be broom cleaned by ▇▇▇▇▇▇. If Landlord shall apply has to clean or repair the Apartment for use by the next Tenant because of an excess of normal wear and tear, Landlord will charge the cost to Tenant and deduct it from the security deposit. (vii) Tenant has given ▇▇▇▇▇▇’s new address, in writing, to Landlord (so that Landlord can forward any security to be refunded to tenant). (viii) Please be aware that the Apartment is not considered vacant until you personally bring the move out sheet signed and all or any portion keys i.e. Front Door, Apartment and Mail box and you have nothing left in the Apartment by the end of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Leasebusiness day. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution Tenant has deposited with Landlord the sum of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit Six Thousand eight Hundred Eighteen and 95/100 (the "Letter of Credit"$6,818.95) in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or rent and additional rent, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof security so deposited to the extent required for the payment of any Fixed Rent rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, including but not limited to, to any damages or deficiency in the re- letting reletting of the Demised Premisesleased premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit security shall be returned promptly to /s/ F.S. /s/ D.A. Landlord Tenant after the date fixed as the Expiration Date hereof end of the Lease and after delivery of entire possession of the Demised Premises leased premises to Landlord. In the event of an assignment by Landlord a sale of its interest in the Leaseland and building of which the leased premises form a part, hereinafter referred to as the Building, or leasing of the building, Landlord shall have the right to either transfer the Security Deposit security to the assignee Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and security or transfer the security to the new Landlord in which case Tenant agrees to look to the assignee new Landlord solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assigneesecurity. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any and such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the termsbankruptcy or other insolvency proceeding against Tenant, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply it is agreed that all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall such security deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null applied by Landlord to rent, sales tax and void other charges due to Landlord for the last month of the lease term and of no further force and effecteach preceding month until such security deposit is fully applied.

Security Deposit. The cash sum specified under Section 40.019 of the Basic Lease Information, if any, shall be deposited with Landlord concurrently with Tenant’s execution of this Lease (“Security Deposit”). Upon Landlord shall hold the Security Deposit as security for the performance of Tenant’s obligations under this Lease. Tenant is not entitled to any interest on the Security Deposit and Landlord shall not be liable therefor. If Tenant defaults on any provision of this Lease, Landlord may, at its election and without prejudice to any remedy it has under this Lease or by operation of Law, apply all or part of the Security Deposit to: (i) Rent or other sum in default; (ii) any amount that Landlord may spend or become obligated to spend in exercising Landlord’s rights under this Lease; (iii) unamortized costs of improvements paid for by Landlord, if any; (iv) unamortized costs of brokerage commissions, if any; or (v) any expense, loss or damage that Landlord may suffer because of Tenant’s default. Tenant waives the provisions of California Civil Code section 1950.7, and all Laws in force or that become in force after the date of execution of this Lease, Tenant shall deliver that provide that Landlord may claim from a security deposit only those sums reasonably necessary to Landlord an irrevocable letter of credit (the "Letter of Credit") remedy defaults in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent Rent, to repair damage caused by Tenant, or additional rentto clean the Premises. Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default foreseeable or for any sum which Landlord may expend unforeseeable loss or may be required to expend damage caused by reason the act or omission of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned promptly to Tenant after the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default ’s officers, agents, employees, independent contractors, invitees, customers, Lessees, assignees or Landlord's right to terminate this Lease pursuant to the provisions of this Leasesubtenants (individually and collectively, “Tenant’s Parties”). Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon Concurrently with the execution of this LeaseLease by Tenant, and subject to the terms and conditions of this Lease (including, without limitation, Section 1.5.6 above), Tenant shall deliver to deposit with Landlord an irrevocable letter of credit (the "Letter of Credit") a security deposit in the amount set forth in Section N of $26,250 issued the Summary as security for the faithful performance by a New York City commercial bank acceptable Tenant of its obligations under this Lease, and not as prepayment of rent (the “Security Deposit”). Concurrently with Tenant’s first request to Landlord in its discretion, and in the form for disbursement of the letter of credit annexed hereto as Schedule DTenant Improvement Allowance, Tenant shall deposit with Landlord an amount equal to Seventy-Seven Thousand Six and 80/100 Dollars ($77,006.80) (the “Additional Security Deposit”) to be held by Landlord as security ("part of the Security Deposit") for ; such that the faithful performance and observance total Security Deposit held by Tenant Landlord shall be the sum of the termsamount set forth in Section N of the Summary (the “Initial Security Deposit”) and the Additional Security Deposit, provisions and conditions of and, if applicable, the Expansion Space Security Deposit). Notwithstanding the foregoing or any provision to the contrary set forth in this Lease, the parties hereby agree that the Initial Security Deposit and the Additional Security Deposit (if any) and the Expansion Space Security Deposit (if any) shall collectively be treated as a single “Security Deposit” for all purposes under the Lease. It is agreed that in the event If Tenant defaults, in defaults with respect of to any of the terms, provisions and conditions of this Lease, including, but not limited to, the provisions relating to the payment of Fixed Rent or additional rentRent, the removal of property and the repair of resultant damage, Landlord may draw down upon the Letter of Credit and use(but shall not be required to), without notice to Tenant, apply or retain the whole all or any part of the proceeds thereof to the extent required Security Deposit for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default and Tenant shall, upon demand therefor, restore the Security Deposit to its original amount. Any unapplied portion of the Security Deposit shall be returned to Tenant, or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within sixty (60) days following the expiration of the Lease Term. Tenant hereby waives the provisions of California Civil Code Section 1950.7 and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section 3.6 above and/or those sums reasonably necessary to compensate Landlord for any sum which Landlord may expend loss or may be required to expend damage caused by reason of Tenant's ’s default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any all damages or deficiency in the re- letting rent due upon termination of this Lease pursuant to California Civil Code Section 1951.2. Landlord shall not be deemed a trustee of the Demised PremisesSecurity Deposit, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, may use the Security Deposit in business, and shall not be returned promptly required to segregate it from its general accounts. Tenant after shall not be entitled to any interest on the date fixed as the Expiration Date hereof and after delivery of entire possession of the Demised Premises to LandlordSecurity Deposit. In the event of an assignment by If Landlord of transfers its interest in the LeasePremises, the Building or the Project during the Lease Term, Landlord shall have the right to transfer the Security Deposit to the assignee and any transferee of Landlord’s interest, in which event Landlord shall thereupon will be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.01. Upon execution of (i) Subtenant, at its option, shall deposit with Sublandlord on or before the date on which this LeaseSublease is fully executed either cash or a “clean”, Tenant shall deliver to Landlord an unconditional, irrevocable and transferable letter of credit (the "Letter of Credit") or cash in the amount of One Hundred Fifty Thousand and 00/100ths Dollars ($26,250 150,000.00) (such letter of credit, as it may be renewed or replaced as provided herein, the “Letter of Credit”), in form and substance satisfactory to Sublandlord, issued by and drawn on a New York City commercial bank acceptable reasonably satisfactory to Landlord in its discretionSublandlord, and in for the form account of the letter Sublandlord, for a term of credit annexed hereto as Schedule Dnot less than one (1) year, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant Subtenant of the terms, covenants, conditions and provisions and of this Sublease, including, without limitation, the surrender of possession of the Sublease Premises to Sublandlord as herein provided. If Subtenant shall default beyond any applicable notice and/or grace period under any of the material terms, covenants or conditions of this Lease. It is agreed that in the event Tenant defaultsSublease, in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or additional rent, Landlord Sublandlord may draw down upon present the Letter of Credit for payment in an amount equal to the reasonably estimated amount of the following items and use, apply or retain the whole or any part of the proceeds thereof to thereof, as the extent required for case may be, (i) toward the payment of any Fixed Base Rent and additional rent or Additional Rent or any other sum monetary obligation as to which Tenant Subtenant is in default or for default, (ii) toward any sum which Landlord Sublandlord may expend or may be required to expend by reason of Tenant's Subtenant’s default in respect of any of the terms, covenants and conditions of this LeaseSublease, including, but not limited towithout limitation, any damages damage, liability or expense (including, without limitation, reasonable attorneys’ fees and disbursements) incurred or suffered by Sublandlord, and (iii) toward any damage or deficiency incurred or suffered by Sublandlord in the re- letting reletting of the Demised Sublease Premises, whether such damages or deficiency accrued accrue or accrues before or after summary proceedings or other re-entry by LandlordSublandlord. In the event that Tenant shall fully and faithfully comply If Subtenant deposits cash with all Landlord instead of the termsLetter of Credit, provisions, covenants and conditions Sublandlord may access the cash in the same way it would have drawn on the Letter of this LeaseCredit. If Sublandlord presents the Letter of Credit for payment, the Security Deposit proceeds thereof not applied as provided above shall be held as cash security. If Sublandlord applies or retains any part of the proceeds of the Letter of Credit or the cash security so deposited, as the case may be, Subtenant, within fifteen (15) days after demand, shall deposit with Sublandlord the amount so applied or retained so that Sublandlord shall have the full deposit on hand at all times during the Term. The Letter of Credit or the cash security, as the case may be, shall be returned promptly to Tenant Subtenant within thirty (30) days after the expiration date fixed as of the Expiration Date hereof Term and after delivery of entire possession of the Demised Sublease Premises to LandlordSublandlord in the condition required herein, provided that Subtenant does not then owe any monies or other obligations hereunder to Sublandlord in which latter event Sublandlord may retain sufficient funds to cover the reasonably estimated cost to cure uncured defaults. In the event of an assignment of the Master Lease and this Sublease by Landlord of its interest in the LeaseSublandlord, Landlord (i) Sublandlord shall have the right to transfer the Security Deposit Letter of Credit or the cash security, as the case may be, to the assignee, and Subtenant shall cause, at no cost to Sublandlord, the bank which issued the Letter of Credit to issue an amendment to the Letter of Credit or issue a new Letter of Credit naming such assignee as the beneficiary thereunder and Landlord (ii) provided that the new sublandlord assumes in writing the obligations of Sublandlord with respect to the return of the security deposit, Sublandlord shall thereupon be released by Tenant from Subtenant for all liability for the return of such Security Deposit Letter of Credit or cash security, as the case may be, and Tenant agrees to Subtenant shall look solely to the assignee solely new sublandlord for the return of said Security Depositsuch Letter of Credit or cash security, and it is agreed that as the case may be. The provisions hereof shall apply to every transfer or assignment made of the Security Deposit Letter of Credit or security made to a new assigneeSublandlord. Tenant further covenants that it will Subtenant shall not assign or encumber or attempt to assign or encumber the Security Deposit monies deposited herein as security and that neither Landlord Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In Subtenant shall renew the event Letter of Credit from time to time, at least thirty (30) days prior to the expiration thereof, and deliver to Sublandlord a default new Letter of Credit or an endorsement to the Letter of Credit, and any other evidence required by Tenant Sublandlord that the Letter of any Credit has been renewed for a period of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount at least one (1) year. The final expiration date of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03shall be no earlier than October 15, 2018. If Landlord Subtenant shall apply all or at any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit time fail to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of timely renew the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null Sublandlord may present the Letter of Credit for payment and void and retain the proceeds thereof as cash security in lieu of no further force and effectthe Letter of Credit.

Security Deposit. Section 40.01. Upon Tenant execution and delivery of this LeaseLease to Landlord, Tenant shall deliver to deposit with Landlord an irrevocable letter amount equal to Fifteen Thousand Four Hundred Fifty Eight and 40/100 Dollars ($15,458.40) as security for the full and faithful performance of credit each of the terms hereof by Tenant (the "Letter of Credit") in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretion, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("“Security Deposit") for ”). Landlord shall not be required to keep the faithful performance Security Deposit separate from its general funds and observance by Tenant of the terms, provisions and conditions of this Leaseshall not be entitled to interest thereon. It is agreed that in the event If Tenant defaults, in defaults with respect of to any of the terms, provisions and conditions provision of this Lease, including, but not limited to, the provisions relating to the payment of Fixed Rent or additional rent, Landlord may draw down upon the Letter of Credit and may, but shall not be required to, use, apply or retain the whole all or any part of the proceeds thereof to the extent required Security Deposit for the payment of any Fixed Rent and additional rent or any other sum as attributable to which a default by Tenant that is set forth in default or for any sum which Section 22 below including without limitation, costs and attorneys’ fees incurred by Landlord may expend or may be required to expend by reason of Tenant's default in respect of any recover possession of the terms, covenants and conditions of this Lease, including, but not limited to, Premises. If any damages or deficiency in the re- letting portion of the Demised PremisesSecurity Deposit is so used or applied, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Tenant shall, upon receipt of a written demand from Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. In If there is any adjustment to the event that Tenant shall fully and faithfully comply with all Rentable Space of the terms, provisions, covenants and conditions of this LeasePremises, the Security Deposit shall be proportionately increased, but not decreased, based on the percentage of increase in the Rentable Space. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, including, without limitation: (a) repairing all holes in the walls and paint all blemishes to match existing color; (b) having had the Premises, including, the carpets therein, professionally cleaned; (c) having cleaned and/or replaced all the HVAC filters used solely by Tenant and located in the Premises; (d) having made any and all repairs to be made by Tenant under this Lease; (e) having returned promptly to Landlord all keys to the Premises that are in the possession of Tenant and/or Tenant’s employees, representative, agents, and similar persons, whether or not initially issued to Tenant after by Landlord; (f) having removed from the date fixed as Premises and the Expiration Date hereof other applicable parts of the Building and/or Project, any and after delivery all wall signage, window signage, fascia signage, and pylon signage and any and all furniture, fixtures, and equipment; and (g) having repaired any and all damage caused by Tenant undertaking or having undertaken any of entire the actions described in items (a) through and including (f) above; then Security Deposit, or the remaining balance thereof, shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days following the later of (y) the expiration of the Term or (z) surrender of possession of the Demised Premises to Landlord. In the event of an assignment by Landlord of its interest in the Lease, Landlord shall have the right to transfer the Security Deposit to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look to the assignee solely for the return of said Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new assignee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 40.02. In the event of a default by Tenant of any of the terms, provisions and conditions of this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit), then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed a waiver by Landlord of Tenant's default or Landlord's right to terminate this Lease pursuant to the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under the terms and conditions of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 shall be deemed to be null and void and of no further force and effect.

Security Deposit. Section 40.0136.01. Upon Concurrently with the execution of this Lease, Tenant shall deliver to deposit with Landlord an irrevocable letter the sum of credit (the "$200,000.00, either in cash or by Letter of Credit") Credit as provided in the amount of $26,250 issued by a New York City commercial bank acceptable to Landlord in its discretionSection 36.02, and in the form of the letter of credit annexed hereto as Schedule D, to be held by Landlord as security ("Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that Tenant agrees that, in the event that Tenant defaults, defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, Lease (including the payment of Fixed Rent or minimum rent and additional rent), after any applicable notice and expiration of any applicable cure period, Landlord may draw down upon the Letter of Credit and use, apply or retain the whole or any part of the proceeds thereof cash security so deposited or may notify the "Issuing Bank" (as such term is defined in Section 36.02) and thereupon receive all of the monies represented by the said Letter of Credit and use, apply, or retain the whole or any part of such proceeds, as the case may be, to the extent required for the payment of any Fixed Rent and rent, additional rent rent, or any other sum as to which Tenant is in default default, or for any sum which that Landlord may expend or may be required to expend by reason of Tenant's default default, in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, Lease (including any damages or deficiency in the re- letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord). In the event that Landlord applies or retains any portion or all of the cash security or the proceeds of such Letter of Credit, as the case may be, Tenant shall, within five (5) days after demand by Landlord, restore the amount so applied or retained so that, at all times, the amount deposited shall be $200,000.00. Upon Tenant's making such additional deposit, Landlord is hereby authorized to act as Tenant's agent to use the proceeds of the Letter of Credit to obtain a new Letter of Credit and Tenant hereby irrevocable appoints Landlord as Tenant's agent and attorney-in-fact to obtain a replacement Letter of Credit from the Issuing Bank or any other qualifying bank (such qualifying bank shall then be the Issuing Bank). If Tenant shall fail or refuse to make such additional deposit, Landlord shall have the same rights in law and in equity and under this Lease as it has with respect to a default by Tenant in the payment of minimum rent. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit cash security or Letter of Credit, as the case may be, shall be returned promptly to Tenant within twenty (20) days after the expiration date fixed as the Expiration Date hereof and after delivery of entire possession of the entire Demised Premises to Landlord in the condition provided in this Lease for such delivery of possession. Section 36.02. Such letter of credit (the "Letter of Credit") shall be a clean, irrevocable and unconditional Letter of Credit issued by and drawn upon any commercial bank (the "Issuing Bank") with offices for banking purposes in the City of New York and having combined capital and surplus of not less than $100,000,000.00, which Letter of Credit shall have an initial term of not less than one year or thereafter having a term expiring not less than ninety (90) days following the expiration of the term of this Lease, shall permit multiple drawings, shall be transferable by the beneficiary at one or more occasions at no charge to the beneficiary and otherwise be in form and content satisfactory to Landlord, be for the account of Landlord and be in the amount of $200,000.00. Notwithstanding the foregoing, if at any time the combined capital and surplus of the Issuing Bank is less than $100,000,000.00 or its rating is downgraded from its current rating, and provided Tenant does not replace the existing Letter of Credit with a Letter of Credit meeting the criteria of Section 36.02 within the sooner of thirty (30) days following Tenant's receipt of Landlord's notice to Tenant of either of the foregoing events or the number of days remaining until the expiration date of the existing Letter of Credit, Landlord shall have the right, at any time thereafter, to draw down the entire proceeds pursuant to the terms of Section 36.01 as cash security pending the replacement of such Letter of Credit. The Letter of Credit shall provide that: (a) the Issuing Bank shall pay to Landlord or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft, in the amount to be drawn; (b) it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the term of this Lease, unless Issuing Bank sends written notice (hereinafter referred to as the Non-Renewal Notice) to Landlord by certified or registered mail, return receipt requested, not less than sixty (60) days next preceding the expiration date of the Letter of Credit that it elects not to have the Letter of Credit renewed, and it being agreed that the giving of such Non-Renewal Notice shall for the purpose of this Article 37 be deemed a default under this Lease, unless Tenant replaces the Letter of Credit with a substitute Letter of Credit meeting the criteria of this Section 36.02 or with a cash deposit at least thirty (30) days prior to the expiration date of the Letter of Credit. (c) Landlord, subsequent to its receipt of a Non-Renewal Notice, and prior to the expiration date of the Letter of Credit, shall have the right, exercisable by means of sight draft, to receive the monies represented by the Letter of Credit and hold such proceeds pursuant to the terms of Section 36.01 as cash security pending the replacement of such Letter of Credit; and (d) upon Landlord's sale or assignment of its estate as Tenant under any Superior Lease, the Letter of Credit shall be transferable by Landlord, as provided in Section 36.03. Section 36.03. At any time, and from time to time during the term of this Lease, if Landlord is then holding a cash security deposit, Tenant may substitute a Letter of Credit to replace the same and the cash will then be returned to Tenant, or if Landlord is then holding a Letter of Credit as security, Tenant may deposit cash with Landlord to replace the Letter of Credit and Landlord will then return the Letter of Credit to Tenant. Section 36.04. In the event Landlord's estate as tenant under any Superior Lease is sold or assigned, or (if the Superior Lease shall terminate and Tenant shall attorn to the lessor under the Superior Lease which had terminated) the fee title of an assignment by Landlord of its interest in covering the LeaseLand and/or Building is transferable or conveyed, Landlord shall have the right to transfer the Security Deposit Letter of Credit then held by Landlord to the assignee vendee, transferee or assignee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit and Letter of Credit. In such event, Tenant agrees to look solely to the assignee solely new Landlord for the return of said Security Deposit, and it Letter of Credit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit Letter of Credit to a new assigneeLandlord. Section 36.05. Tenant further covenants that it will not assign or encumber encumber, or attempt to assign or encumber encumber, the Security Deposit Letter of Credit deposited hereunder as security, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment assignment, or attempted encumbrance. Section 40.0236.06. In the event of a default by Tenant of any The use of the termssecurity, provisions and conditions of as provided in this Lease Landlord shall be permitted to draw down the entire amount of the Letter of Credit (or a portion thereof) and apply the proceeds (or a portion thereof) in accordance with Section 40.01 of this Article and retain the balance for the Security Deposit required hereunder. Section 40.03. If Landlord shall apply all or any portion of the Security Deposit (by way of a draw on the Letter of Credit)Article, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash or an additional Letter of Credit to bring the balance of cash and the Letter of Credit held by Landlord hereunder to the amount of the Security Deposit. Any use by Landlord of all or any portion of the Security Deposit pursuant to the provisions hereof shall be deemed an involuntary payment by Tenant and shall not be deemed or construed as a waiver by Landlord of Tenant's default or Landlord's right as a waiver of any other rights and remedies to terminate this Lease pursuant to which Landlord may be entitled under the provisions of this Lease. Section 40.04. Provided Tenant has not been in default under Lease by reason of such default, it being intended that Landlord's rights to use the terms and conditions whole or any part of the Lease during the first eighteen (18) months of the Term, Landlord shall return the Letter of Credit to Tenant upon the expiration of said eighteen (18) month period. Upon the return of the Letter of Credit as aforesaid, this Article 40 security shall be deemed in addition to be null but not in limitation of any such other rights and void remedies; and Landlord may exercise any of no further force such other rights and effectremedies independent of or in conjunction with its rights under this Article.