Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.

Intentionally Deleted. Tenant shall, within ten Landlord shall not carry any insurance on Tenant’s Removable Property or on the Improvements (10) business days following the mutual execution and delivery of including without limitation any Landlord’s Work performed in connection with this Lease, cause to be delivered to Landlord the Security Deposit in form ) that constitute part of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary Tenant’s Restoration Work and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld obligated to repair or delayed replace Tenant’s Removable Property or such Improvements (whether or not installed by or at the “LOC Bank”expense of Landlord). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Removable Property and any Improvements. Tenant shall notify Landlord promptly of any casualty in the Premises. In the event of a partial or total destruction of the Premises, Tenant shall as soon as practicable (but no later than five (5) Business Days after receiving a notice from Landlord) remove any and all of Tenant’s Removable Property from the Premises or the portion thereof destroyed, as the case may be, and if Tenant does not promptly so remove Tenant’s Removable Property, Landlord, at Tenant’s expense, may discard the same or may remove Tenant’s Removable Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by Tenant to Landlord, with any balance remaining to the paid to Tenant; if the expenses of such transferee removal, storage and sale shall exceed the proceeds of any sale, Tenant shall pay such excess to Landlord upon demand. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the removal of Tenant’s Removable Property by Tenant or mortgagee Landlord, as provided in this Section 11.2(c), or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant in the event that Tenant fails to do so. Tenant shall promptly permit Landlord access to the Premises for the return purpose of performing Landlord’s Restoration Work and, if applicable, the LOC and/or the LOC Security DepositSpecified Restoration Work.

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause With respect to be delivered to Landlord the any Security Deposit in form of an “ever-green” unconditional, irrevocable letter Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (“LOC”i) naming Landlord as beneficiary and in an if the same are assignable, deliver to Buyer at the Closing such original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld letters of credit or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draftnon-cash security deposits, and must expressly permit one execute and deliver such other instruments as the issuers of such letters of credit or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank non-cash security deposits shall reasonably require in connection with such Transferassignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the amount thereof Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall be paid by Landlord execute and must be stated as a not to exceed dollar sum and must be deliver at the Closing an appropriate agreement (in form reasonably acceptable to Landlordboth parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). The LOC shall be maintained in effectNotwithstanding the foregoing, whether through renewalSeller agrees that, amendment, extension or replacement from if after the date Closing and prior to the issuance of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit amendment to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit which names the Buyer as the beneficiary thereunder, or otherwise will accept draws after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by Federal Express or other reputable overnight carriersthe issuing bank of the letters of credit to Buyer, has Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit rating and financial condition reasonably acceptable to Landlorddeliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay Seller's successors and assigns, from and against all costsclaims, expensesdamages, pointslosses, liabilities and fees incurred by Tenant in obtaining the LOCexpenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent obligations of Landlord. Tenant acknowledges that Landlord has the right Seller referred to transfer or mortgage its interest in the Projectpreceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the PremisesNew York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the Building due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in this Lease and Tenant agrees that order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee a manner not otherwise provided for the return of the LOC and/or the LOC Security Depositherein).

Intentionally Deleted. Tenant shallIn the event that during the Non-Compete Period the Seller shall be required to divest itself or otherwise sell a Merchant Business in accordance with Section 5.2(b) or in the event the Seller shall determine to sell such Merchant Business even if not required to do so (such required divestiture or determination to sell, within ten a "Divestiture"), no later than 30 days after being so required or making such determination and, in any event, prior to contacting any third party purchaser, the Seller shall provide the Purchaser with written notice (10the "Divestiture Notice") business days following setting forth (i) a description of the mutual execution and delivery of this Lease, cause Merchant Business to be delivered sold and (ii) the material terms and conditions of the proposed sale including the price (the "Divestiture Price") at which the Seller proposes to Landlord offer to sell such Merchant Business. The Divestiture Notice shall also contain an irrevocable offer ("Divestiture Offer") to sell such Merchant Business to the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount Purchaser at a price equal to $1,343,160 the Divestiture Price and upon the same terms and conditions as the terms and conditions contained in the Divestiture Notice (subject to the provisions of clause (B) below). At any time within 30 days after the date of receipt by the Purchaser of such Divestiture Notice (the “LOC Amount”"Divestiture Determination Period"), subject the Purchaser shall have the option to reduction during exercise its right to purchase such Merchant Business (A) at the Lease Term Divestiture Price and on the same terms and conditions as set forth in Section 3.02(gthe Divestiture Offer or (B) belowif the Divestiture Offer includes any consideration other than cash, at the equivalent cash price as determined in good faith by the Seller. The LOC shall be in substantially During the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoingDivestiture Determination Period, the LOC must permit Landlord Seller shall enable the Purchaser to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers conduct its own due diligence investigation of the LOC by Landlord such Merchant Business in connection with any salethe Divestiture Offer. If the Purchaser has not given notice of its intention to exercise such right to purchase such Merchant Business within the Divestiture Determination Period or the parties have not, assignmentafter negotiating in good faith, mortgage, encumbrance, or other transfer or disposition (“Transfer”) entered into a binding agreement of purchase and sale for such Merchant Business within such 60 days of the Premises and this Lease (except Purchaser's response to the Divestiture Notice, the Seller shall be free to effect such Divestiture with a third party purchaser on terms that are substantially the same in all material respects as required by Lender)the terms set forth in the Divestiture Notice. In the event that any transfer fee or other consideration is to be charged by of a breach of the LOC Bank in connection with such Transferforegoing covenant, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord Purchaser shall have the right right, in addition to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) any remedies that may be available, to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return obtain specific performance of the LOC and/or the LOC Security Depositterms of this covenant.

Intentionally Deleted. The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof, the payment of any amount by the proposed Transferee to Landlord, or the consent to any previous Transfer shall not constitute a waiver of Tenant's obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or not Landlord consents to any Transfer, it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the requirements contained herein or a release of the Tenant shallfrom the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, within ten (10) business days following Landlord's consent to the mutual execution Transfer is conditional upon Tenant and delivery Transferee signing with Landlord a document prepared by Landlord evidencing such Transfer, and Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally [ILLEGIBLE] provide that the Tenant transfers to the Transferee any rights it may have with respect to the Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this Lease, cause and provided further that Tenant shall notify Landlord in writing prior to be delivered such sublet or assignment. Upon the execution of this Lease and upon each succeeding anniversary date or at any sooner time requested by the Landlord, the Tenant shall deliver to the Landlord a statement, certified as being true and correct and verified by the Security Deposit in form corporate secretary, showing the names of an “ever-green” unconditional, irrevocable letter all existing shareholders of credit (“LOC”) naming Landlord record and their respective ownership interests as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowat that date. The LOC shall be in substantially Tenant shall, at the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to request of the Landlord, make available to the Landlord for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which approval shall not be unreasonably withheld data, alone or delayed (with other data show the “LOC Bank”). Without limiting the foregoingapplicability or inapplicability of this paragraph, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and may terminate this Lease (except as required by Lender). In giving the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date Tenant prior written notice of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposittermination.

Intentionally Deleted. Tenant shall31A. NON-DISTURBANCE AGREEMENTS, within ten USE OF RENT AND TENANT FINANCING Landlord agrees (10a) business days following to use commercially reasonable efforts to obtain non-disturbance agreements from holders of any mortgages which may now or hereafter affect this Lease or the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to LandlordProperty, which approval non-disturbance agreements shall not be unreasonably withheld or delayed (provide that, in the “LOC Bank”). Without limiting event of foreclosure, such mortgagee(s) shall abide by such leases and permit the foregoing, Tenant to continue possession and quiet enjoyment of the LOC must permit Landlord to make partial draws on the LOC by sight draftProperty, and must expressly permit one (b) not to seek a modification of any mortgage or more transfers any other document that would result in the elimination of the LOC by Landlord a non-disturbance provision or agreement then in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender)existence. In the event that any transfer fee the Landlord is unable, prior to, May 31, 1997 to obtain each such non-disturbance agreement on terms reasonably satisfactory to the Tenant, the Landlord agrees to meet and confer with the Tenant as to the status of negotiations with the mortgagees and to discuss and pursue mutually agreeable procedures for obtaining such non-disturbance agreements. Landlord hereby covenants and agrees that unless and until Landlord has obtained for the benefit of Tenant a non-disturbance agreement from each holder of a mortgage which now or other consideration is to be charged hereafter affect this Lease or the Property, the Landlord shall apply all rent payments made by the LOC Bank Tenant under this Lease to the extent necessary to satisfy all monthly monetary obligations under the mortgages as they become due. generality of the foregoing, Landlord agrees to enter, with respect to any Subsequent Financing, into an agreement in connection with such Transferform and substance similar to the Intercreditor Agreement pursuant to which Landlord's hypothec, the amount thereof if any, shall be paid by Landlord and must be stated as a not subordinate to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination lien of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositSubsequent Financier.

Intentionally Deleted. Landlord may recover from Tenant, and Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered shall pay to Landlord upon demand, as Additional Rent, such reasonable and actual expenses as Landlord may incur in recovering possession of the Security Deposit Leased Premises, placing the same in form good order and condition and repairing the same for reletting, and all other reasonable and actual expenses, commissions and charges incurred by Landlord in exercising any remedy provided herein or as a result of an “ever-green” unconditional, irrevocable letter any Event of credit Default by Tenant hereunder (“LOC”including without limitation attorneys' fees). Except as provided in Section 9(b) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”or 13(e), subject at any time upon prior notice to reduction during Tenant, Landlord and Lender shall have the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlordright, which approval but shall not be unreasonably withheld required, to pay such sums or delayed (do any act which requires the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC expenditure of monies which may be necessary or appropriate by sight draft, and must expressly permit one or more transfers reason of the LOC by Landlord in connection failure or neglect of Tenant to comply with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and its obligations under this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC Lender shall be maintained in effectnot, whether through renewalhowever, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of exercise any such transfer rights unless the failure or mortgage, Landlord neglect shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgageeripened into an Event of Default), and in the event of the exercise of such Transferright by Landlord or Lender, Tenant agrees to pay to Landlord or Lender forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys fees, together with interest thereon at the Default Rate. statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease (collectively "Notice" or "Notices") shall look solely be in writing and shall be deemed to such transferee have been given for all purposes (i) three (3) days after having been sent by United States mail, by registered or mortgagee for certified mail, return receipt requested, postage prepaid, addressed to the return of other party at its address as stated below, (ii) one (1) day after having been sent by Federal Express or other nationally recognized air courier service, to the LOC and/or Addresses stated below or (iii) one (1) day after having been transmitted via facsimile, provided that a conforming signed original is mailed to the LOC Security Deposit.party to receive the notice on the date it is transmitted:

Intentionally Deleted. Tenant shallSubject to the Intercreditor Agreement, within ten any proceeds of Collateral received by the Lender (10i) business days following not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the mutual execution Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment if the outstanding amount under the Revolving Line exceeds the Borrowing Base Amount then in effect (which mandatory prepayment shall be applied to reduce the outstanding amount due under the Revolving Line to the Borrowing Base Amount then in effect), or (ii) after an Event of Default has occurred and delivery is continuing and the Lender so elects such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest due in respect of this Leaseany overadvances, cause third, to be delivered pay the principal of the overadvances, fourth, to Landlord pay interest then due and payable on the Security Deposit in form of an “ever-green” unconditionalRevolving Line (other than the overadvances), irrevocable fifth, to prepay principal on the Revolving Line (other than the overadvances and unreimbursed letter of credit (“LOC”) naming Landlord as beneficiary and in disbursements), sixth, to pay an original amount to the Lender equal to $1,343,160 one hundred five percent (105%) of the “LOC Amount”)aggregate undrawn face amount of all outstanding letters of credit and the aggregate amount of any unpaid letter of credit disbursements, subject to reduction during be held as cash collateral for such obligations, seventh, to payment of any amounts owing with respect to Banking Services and Bank Product Obligations, and eighth, to the Lease Term payment of any other secured obligations due to the Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Revolving Loan that bears interest at the LIBOR Rate, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding Revolving Loans that bear interest at CBFR and, in any such event, the Borrower shall pay the break funding payment required as set forth in Section 3.02(g) belowthe Notes. The LOC Lender shall be in substantially have the form attached hereto as Exhibit “G” continuing and shall be issued by a bank selected by Tenant exclusive right to apply and acceptable reverse and reapply any and all such proceeds and payments to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers any portion of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) secured obligations. At the election of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effectall payments of principal, whether through renewalinterest, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriersdisbursements, has a credit rating fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and financial condition reasonably acceptable to Landlordexpenses, and other sums payable under the deposits Loan Documents), may be paid from the proceeds of which are insured Advances made hereunder whether made following a request by the Federal Deposit Insurance CorporationBorrower or a deemed request or may be deducted from any deposit account of the Borrower maintained with the Lender. Tenant shall pay all costsThe Borrower hereby irrevocably authorizes (i) the Lender to make an Advance for the purpose of paying each payment of principal, expenses, points, interest and fees incurred by Tenant in obtaining as it becomes due hereunder or any other amount due under the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building Loan Documents and in this Lease and Tenant agrees that in all such amounts charged shall constitute Revolving Loan and that all such Advances shall be deemed to have been requested by Borrower and (ii) the event of Lender to charge any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return deposit account of the LOC and/or Borrower maintained with the LOC Security DepositLender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Intentionally Deleted. If Tenant shalldesires to transfer an interest in this Lease, within ten it shall first notify Landlord of its desire and shall submit in writing to Landlord: (10i) the name and address of the proposed transferee; (ii) the nature of any proposed subtenant's or assignee's business days following to be carried on in the mutual execution Premises; (iii) the terms and delivery provisions of any proposed sublease or assignment; and (iv) any other information requested by Landlord and reasonably related to the transfer. Except as provided in Section (d) of this Section, Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will be consistent with the provisions of this Lease and with Landlord's commitment to other tenants of the Building and Project; (2) seventy-five percent (75%) of any profit received by the Tenant from the assignment or subletting, whether during or after the Term of this Lease, cause to shall be delivered paid to Landlord when received; (3) any proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of all reasonable information as Landlord may request concerning the Security Deposit proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date within ninety (90) days of the request for Landlord's consent and statements of income or profit and loss of the proposed subtenant or assignee for the two-year period preceding the request for Landlord's consent; (4) any proposed subtenant or assignee demonstrates to Landlord's reasonable satisfaction a record of successful experience in form business; (5) the proposed assignee or subtenant is not an existing tenant of an “ever-green” unconditionalthe Building or Project (except that this clause (5) shall not apply if Landlord does not have sufficient available space to accommodate the expansion requirement of that existing tenant); and (6) the proposed transfer will not impose additional burdens or adverse tax effects on Landlord. If Landlord consents to the proposed transfer, irrevocable letter Tenant may within ninety (90) days after the date of credit (“LOC”) naming Landlord as beneficiary and the consent affect the transfer upon the terms described in an original amount equal the information furnished to $1,343,160 (Landlord; provided that any material change in the “LOC Amount”), terms shall be subject to reduction during the Lease Term Landlord's consent as set forth in Section 3.02(g) belowthis Section. The LOC Landlord shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld approve or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with disapprove any sale, assignment, mortgage, encumbrance, or other requested transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is within thirty (30) days following the date receipt of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, 's written request and the deposits of which are insured by the Federal Deposit Insurance Corporationinformation set forth above. Tenant shall pay all costs, expenses, points, to Landlord a transfer fee of Five Hundred Dollars ($500) if and fees incurred when any transfer requested by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositis approved.

Intentionally Deleted. Tenant shallTo finance part of the purchase price of the Property, the Owners will obtain a purchase money Mortgage Loan from (together with its successors and/or assigns in such capacity, any other holder of a Mortgage Loan and any authorized servicing agent of the then-current holder of any Mortgage Loan Documents (defined below) acting within ten (10the scope of such agent’s authority, collectively, “Mortgage Lender”) business days following in the mutual execution original principal amount of approximately $11,950,000. The Owners anticipate that all funds required for the operation of the Property, the fulfillment of the Owners’ obligations under the Leases, and delivery payment of this Leasethe debt service evidenced and/or secured by the Mortgage Loan Documents, cause will be obtained from the cash flow from the Existing Leases. However, additional funds may be required in the event that the rents and additional rents from the Existing Leases and/or any other Leases are insufficient to be delivered to Landlord pay such expenses. If additional funds are necessary in the Security Deposit in form reasonable judgment of an “ever-green” unconditional, irrevocable letter of credit any Owner (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC AmountAdditional Contributions”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall excluding any moneys which may be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by paid to the LOC Bank in connection with Owners pursuant to Section 2.8 of this Agreement, each Owner shall furnish its Pro Rata Share of such Transfer, Additional Contributions not later than the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to LandlordAdditional Contribution Due Date. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through “Additional Contribution Due Date” means the date which is thirty (30) days following after the date of expiration or earlier termination any Owner gives the other Owners notice of the LeaseAdditional Contribution required. Within However, no Owner shall be obligated to furnish any part of an Additional Contribution if the other Owners do not furnish their Pro Rata Shares prior to the expiration of the thirty (30) days following the date day period. If an Owner furnishes its Pro Rata Share of expiration or earlier termination of this Lease, Landlord shall return the LOC an Additional Contribution and any remaining balance other Owner fails to do so, the Owner who paid its Pro Rata Share shall be entitled to a full refund if demand for the refund is made within fifteen (15) days after the Additional Contribution Due Date. “Mortgage Loan” means a loan made to or assumed by all of the LOC or Security Deposit to Tenant. A LOC Bank shall be Owners and secured by a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or bona fide mortgage, Landlord shall have the right to transfer deed of trust or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return trust deed encumbering all of the LOC and/or Property. “Mortgage Loan Documents” means a bona fide mortgage, deed of trust, deed to secure debt, trust deed or similar security instrument made or assumed by all of the LOC Security DepositOwners and encumbering all the Property and any assignments, promissory notes, agreements and other documents made or authorized by all of the Owners which evidence or secure any Mortgage Loan.

Intentionally Deleted. Tenant shallMerger of Loan and Loan Documents into Foreclosure Judgment (if any). Notwithstanding anything contained in this Agreement or the Assignment Agreement to the contrary, within ten to the extent that a Foreclosure Judgment exists, Buyer acknowledges that (10i) business days following the mutual execution Loan and delivery the Loan Documents may have merged with the Foreclosure Judgment and that Buyer is assuming all risk with respect to the same, (ii) all references in this Agreement or the Assignment Agreement including, without limitation, all closing documents delivered by Seller or Option Assignor to Buyer pursuant to the terms of this LeaseAgreement and the Assignment Agreement, cause respectively (collectively, the “Loan Assignment Documents”) with respect to be delivered to Landlord the Loan, the Note, the Security Deposit in form Instrument and/or the Loan Documents are made only to the extent that the Loan and the Loan Documents have not merged with the Foreclosure Judgment, (iii) Buyer, by its acceptance of an “ever-green” unconditionalthe Loan Assignment Documents at Closing, irrevocable letter acknowledges and agrees that the Loan Assignment Documents are made only to the extent that the Loan Documents have not merged with the Foreclosure Judgment, and (iv) the assignment of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), Foreclosure Judgment is being made subject to reduction during Borrower Redemption Rights notwithstanding anything in the Lease Term as set forth in Section 3.02(g) belowAssignment of Judgment or Assignment of Sheriffs Deed to the contrary. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting Notwithstanding the foregoing, the LOC must permit Landlord it is Seller’s intention to make partial draws on the LOC by sight draft, assign to Buyer any and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event all interests that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E it may have in the FairfieldLoan Documents and Seller hereby acknowledges and agrees that once Closing occurs, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC it shall not be mortgaged, assigned or encumbered in retain any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the ProjectLoan Documents and, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event extent that any reversionary rights arise as a result of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return an appeal of the LOC and/or Foreclosure Judgment, Seller hereby assigns the LOC Security Depositsame to Buyer. This provision shall survive the Closing.

Intentionally Deleted. In the event that Tenant shallsells, within ten sublets, assigns or transfers this Lease other than pursuant to Section 10.8 below, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (1050%) business days following of any Increased Rent (as defined below), less the mutual execution Costs Component (as defined below), when and delivery as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant actually receives by reason of any sale, sublease, assignment or other transfer of this Lease, cause to be delivered to Landlord over (ii) the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected rent otherwise payable by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”)under this Lease at such time. Without limiting For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Tenant in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration entire period for which Tenant is to be charged receive Increased Rent, the reasonable costs incurred by the LOC Bank Tenant for leasing commissions and tenant improvements in connection with such Transfersublease, assignment or other transfer. In addition, Tenant shall first be entitled to deduct from any Increased Rent the amount thereof shall be following: (a) the gross revenue paid to Landlord by Landlord and must be stated as a not Tenant with respect to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the subject portion of the Premises during the period commencing on the date Tenant vacates the subject portion of delivery thereof through the Premises until the date which the assignee or sublessee is thirty obligated to pay rent pursuant to its assignment or sublease; (30b) days following improvement allowances or other economic concessions granted by Tenant to the date assignee or sublessee; (c) the unamortized costs of expiration or earlier termination initial and subsequent improvements to the subject portion of the Lease. Within thirty Premises paid for by Tenant; (30d) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees costs incurred by Tenant in obtaining to buy out or take over the LOC. The LOC shall not be mortgaged, assigned previous lease of the assignee or encumbered in any manner whatsoever sublessee; (e) all costs incurred by Tenant without to advertise the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return subject portion of the LOC Premises for assignment or sublease; and (f) brokerage commissions and/or legal fees paid by Tenant in connection with the LOC Security Depositassignment or sublease.

Intentionally Deleted. Tenant shall, within ten (10) business days following Seller shall use good faith efforts to cause all of the mutual execution tenants to execute and delivery of this Lease, cause deliver to be delivered to Landlord the Security Deposit Purchaser estoppel certificates in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “GD” and incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be issued by a bank selected by Tenant deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date five (5) days before the Closing Date, estoppel certificates in the form called for above (and acceptable not alleging any then ongoing default on Seller’s part and confirming the material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, the “Major Tenants”) and from Tenants occupying 80% of the balance of the occupied area of the Real Property have not been delivered to Landlord, which approval shall not be unreasonably withheld or delayed Purchaser (the “LOC BankMinimum Estoppel Threshold”). Without limiting , then Purchaser shall, at its option and as its sole and exclusive remedies, have the foregoingright to either: (a) terminate this Contract upon written notice thereof to Seller at least one (1) day prior to the Closing Date, in which event, Purchaser shall receive a refund of the LOC must permit Landlord to make partial draws on the LOC by sight draftDeposit, and must Purchaser and Seller shall each be relieved of any and all liability under this Contract, except such liability under this Contract expressly permit one stated herein to survive such termination or more transfers (b) Purchaser may elect to extend the Closing Date for an additional period of time not to exceed thirty (30) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to enable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, then either Seller or Purchaser shall have the right, at its respective sole option and as its respective sole and exclusive remedy, to terminate this Contract upon notice thereof to the other party within five (5) days after the expiration of such thirty (30) day period; in which event, Purchaser shall receive a refund of the LOC Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to the other under this Contract, except as otherwise expressly provided in this Contract. If Purchaser elects to extend the Closing Date in accordance with the terms of this Section, then Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by Landlord in connection with any salewritten notice to Seller, assignmentwhereupon such condition will be deemed satisfied. In addition, mortgageSeller shall use good faith efforts to cause all tenants to execute and deliver to Purchaser subordination, encumbrancenon-disturbance and attornment agreements (collectively, or other transfer or disposition (“TransferSNDAs”) in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if any of the Premises and this Lease (except respective Leases do not require a form or stipulate any specific terms, then in the form attached hereto as required by Lender)Exhibit “E”. In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement SNDAs from the date of delivery thereof through Major Tenants and from any other Tenant with a recorded leasehold interest has not been executed and returned to Purchaser on or before Closing, until the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Leasesame are so returned, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord either party shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) terminate this Contract upon notice to the transferee or mortgageeother, in which event Purchaser shall receive a refund of the Deposit, and in the event be relieved of any and all liability under this Contract, except such Transfer, Tenant shall look solely liability under this Contract expressly stated herein to survive such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposittermination.

Intentionally Deleted. Tenant shallThe Rights of the Parties to Leases Acquired in the AMI. If, during the term of the AMI, any Party acquires an Oil and Gas Interest within the AMI (hereinafter referred to as an "Acquired Interest"), whether by leasing, farm-in, purchase from a third party lessee or otherwise, the Party that acquires the Acquired Interest (the "Acquiring Party") shall deliver written notice of the acquisition to the other Party (the "Non-Acquiring Party"), by certified mail, within ten fifteen (1015) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date acquisition (the "Notice"). The Notice must include a copy of the instrument creating the Acquired Interest (e.g. an oil and gas lease or mineral deed), any title documents defining the title and quantity of the Acquired Interest (e.g. ownership reports and run sheets), and documentation of the Acquisition Cost, as defined above, of the Acquired Interest. The Non-Acquiring Party shall have fifteen (15) days from receipt of the Notice in which is to provided notice to the Acquiring Party, in writing, delivered by certified mail, of its decision whether or not to acquire one-half of the Acquired Interest. If the Non-Acquiring Party elects to acquire one-half of the Acquired Interest, the Non-Acquiring Party shall tender to the Acquiring Party, within thirty (30) days following the date of expiration or earlier termination its election, one-half of the Lease. Within Acquisition Costs of the Acquired Interest, and the Acquiring Party shall, within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance receipt of the LOC Non-Acquiring Party's share of the Acquisition Costs, deliver an assignment of one-half of the Acquired Interest to the Non-Acquiring Party, without reservation. Failure of the Non-Acquiring Party to respond to the Notice within fifteen (15) days, or Security Deposit to Tenant. A LOC Bank deliver its share of the Acquisition Costs to the Acquiring Party within the following (30) days, shall be deemed a bank that accepts depositswaiver and release, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costsNon-Acquiring Party, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned of any present or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the future right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return a share of the LOC and/or Acquired Interest. Any Acquired Interest in which the LOC Security DepositNon-Acquiring Party elects to participate for a one-half share shall be referred to hereinafter as a "Jointly Owned Interest".

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached Attached hereto as Exhibit “G” B is a true, correct and shall be issued by complete list of all leases and subleases affecting each Property, including all amendments to such leases and subleases. With respect to each Lease: (i) the Lease forwarded to Buyer under Section 6(b) is a bank selected by Tenant true, correct and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination complete copy of the Lease. Within thirty ; (30ii) days following the Lease is in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Lease or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; (v) intentionally deleted; (vi) no Tenant is entitled to any rental concessions or abatements for any period subsequent to the scheduled date of Closing; (vii) no Tenant has prepaid any rents as of the date of expiration or earlier termination of this Leasehereof nor has any Tenant delivered a security deposit, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws other security in connection with the Lease, except as set forth on Exhibit M attached hereto; (viii) no Tenant has made any request for any assignment, transfer, or subletting in connection with all or a portion of the premises demised to such Tenant which is presently pending or under consideration by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable Seller; (ix) all specified work required to Landlord, and the deposits of which are insured be performed by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, landlord under each Lease has been completed; (x) Seller has not received and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event no knowledge of any such transfer pending notices from Tenant electing to vacate the premises leased to Tenant or mortgage, Landlord shall have exercising any right of Tenant to terminate the right to transfer or assign Lease; and (xi) Seller has heretofore billed Tenant for all fixed rent and additional rent due under the LOC and/or the LOC Security Deposit (Lease as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.date hereof, subject to CAM reconciliations;

Intentionally Deleted. Tenant Upon the occurrence of a default, breach, or an Event of Default under this Note and/or any documents executed in connection therewith that secure this Note or any other documents or agreements executed by Borrower in connection with the indebtedness evidenced by this Note, all of the indebtedness evidenced by this Note and remaining unpaid balances of interest and expenses shall, within ten (10) business days following at the mutual execution option of the Lender and delivery of this Leasewithout demand or notice, cause become immediately due and payable and Lender shall be permitted to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as exercise any rights or remedies set forth in Section 3.02(g) belowthis Note. This Note may also be declared due at the option of the Lender prior to its expressed maturity at the time, upon the terms and in the manner provided in this Note. Failure to exercise any such option shall not constitute a waiver of the right to exercise any such option if the Borrower is in default hereunder. Time is of the essence of this Note and all other obligations of the Borrower to the Lender or any of its affiliates. Borrower waives demand, presentment for payment, notice of dishonor, protest and notice of protest, and expressly agrees that this Note and any payment coming due under it may be extended from time to time without in any way affecting their liability hereunder. This Note shall be binding upon the Borrower’s heirs, personal representatives, successors, and assigns. Lender may renew this Note or reduce the payments thereon and any such renewal or reduction shall not release Borrower from liability. The LOC rights or remedies of the Lender as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together. Notwithstanding anything herein to the contrary, no provision contained herein which purports to obligate Borrower to pay any amount of interest or any fees, costs or expenses which are in substantially excess of the form attached hereto as Exhibit “G” and maximum permitted by applicable law, shall be issued by a bank selected by Tenant and acceptable effective to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting extent that it requires the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers payment of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, interest or other transfer or disposition (“Transfer”) sums in excess of the Premises and this Lease (except as required by Lender)such maximum. In the event that Borrower shall at any transfer fee time following the date hereof pay any amount of interest or other consideration is any fees, costs or expenses which are in excess of the maximum permitted by applicable law, such overpayments shall be deemed to be charged loans from Borrower to the Lender, which loans shall be due and payable by the LOC Bank in connection Lender upon demand by Borrower together with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement interest from the date or dates of delivery thereof through such overpayments calculated at the date which same rate as Borrower is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of required to pay under this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to LandlordNote, and the deposits repayment of which are insured such loans by the Federal Deposit Insurance Corporation. Tenant Lender shall pay all costs, expenses, points, and fees incurred by Tenant be the sole remedy at law or in obtaining the LOCequity of Borrower for such overpayments. The LOC shall not person executing this Note for and on behalf of Borrower hereby certifies that he is duly empowered by the Borrower and has been duly authorized by all necessary action on the part of Borrower to execute and deliver this Note for and on behalf of the Borrower. This Note may be mortgaged, assigned or encumbered transferred, in whole or in part, by Lender to any manner whatsoever by Tenant person at any time without notice to or the consent of Borrower. Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of LandlordLender. Tenant acknowledges that Landlord has This Note shall inure to the right benefit of and be binding upon the parties hereto and their permitted assigns. THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA APPLICABLE TO CONTRACTS MADE BY AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Borrower hereby irrevocably consents to transfer the exclusive jurisdiction of any state or mortgage its interest federal court in the Projectcounty or judicial district of St. ▇▇▇▇▇▇ County, the Premises, the Building and Indiana; provided that nothing contained in this Lease Note will prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against Borrower, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and Tenant agrees that the venue provided above is the most convenient forum for both Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note or in the event of any such transfer or mortgagePurchase Agreement. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgageeTHE PURCHASE AGREEMENT AND ANY AMENDMENT, and in the event of such TransferINSTRUMENT, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositDOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Intentionally Deleted. The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof the payment of any amount by the proposed Transferee to Landlord, or the consent to any previous Transfer shall not constitute a waiver of Tenants obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or not Landlord consents to any Transfer, it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the requirements contained herein or a release of the Tenant shallfrom the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, within ten (10) business days following Landlord's consent to the mutual execution Transfer is conditional upon Tenant and delivery Transferee signing with Landlord a document prepared by Landlord evidencing such Transfer, and Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally executed this Lease as Tenant. The above-mentioned document shall further provide that the Tenant transfers to the Transferee any rights it may have with respect to the Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this Lease, cause and provided further that Tenant shall notify Landlord in writing prior to be delivered such sublet or assignment. Upon the execution of this Lease and upon each succeeding anniversary date or at any sooner time requested by the Landlord, the Tenant shall deliver to the Landlord a statement, certified as being true and correct and verified by the Security Deposit in form corporate secretary, showing the names of an “ever-green” unconditional, irrevocable letter all existing shareholders of credit (“LOC”) naming Landlord record and their respective ownership interests as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowat that date. The LOC shall be in substantially Tenant shall, at the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to request of the Landlord, make available to the Landlord MONTREAL INDUSTRIAL LEASE PAGE 21 for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which approval shall not be unreasonably withheld data, alone or delayed (with other data show the “LOC Bank”). Without limiting the foregoingapplicability or inapplicability of this paragraph, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and may terminate this Lease (except as required by Lender). In giving the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date Tenant prior written notice of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposittermination.

Intentionally Deleted. Tenant shalldelivery to Buyer of evidence that any existing management agreement and/or leasing agreement entered into by Seller with respect to the Property has been terminated. If the foregoing conditions (a) through (f) have not been satisfied by the specified date or the Closing Date, within ten as the case may be, then Seller shall not be in default except as provided in this Section 4.4, and Buyer shall have the right, by giving written notice to Seller and Escrow Agent, to (10i) business days following the mutual execution cancel and delivery of terminate this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term Agreement without liability except as set forth in Section 3.02(gSections 4.2 and 15.7 or (ii) below. The LOC shall be to waive said conditions and proceed with Closing or (iii) extend such scheduled Closing Date for such amount of time as Buyer deems reasonably necessary to allow Seller to satisfy conditions (a), (b), (d) and (e) up to a maximum period of fifteen (15) days; provided, however, either party may elect, by giving written notice to the other party and Escrow Agent, to extend such scheduled Closing Date to allow Seller to obtain the Required Tenant Executed Estoppel Certificates as provided in substantially the form attached hereto as Exhibit “G” and shall be issued by foregoing condition (c) up to a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers maximum period of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Leasedays. Within thirty Estoppel Certificates shall be dated not more than forty-five (3045) days following the date of expiration or earlier termination prior to Closing (provided, however, Estoppel Certificates dated more than forty-five (45) days prior to Closing due to Buyer exercising its extension option pursuant to Section 11.1 of this LeaseAgreement shall not be deemed "stale"). If Buyer elects to give written termination notice as set forth above, Landlord Buyer shall return do so not later than three (3) days after the LOC aforesaid specified date or the Closing Date (as may be extended as provided above), as the case may be; otherwise, Buyer's right to so terminate shall lapse, cease and any remaining balance expire. Upon receipt of such written notice to terminate, Escrow Agent shall deliver the LOC or Security Deposit to TenantBuyer. A LOC Bank Notwithstanding the foregoing paragraph, Buyer and Seller agree that the following shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit default or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, breach under this Agreement and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant terms and conditions set forth in Section 14.2 shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.apply:

Intentionally Deleted. Tenant shallDAMAGE AND DESTRUCTION ---------------------- If the Premises are hereafter damaged or destroyed or rendered partially untenantable for their accustomed use by fire or other casualty insured under the coverage which Landlord is obligated to carry pursuant to Section 11.1 hereof, within ten Landlord shall promptly repair the same to substantially the condition which they were in immediately prior to the happening of such casualty (10) business days following the mutual execution excluding stock in trade, fixtures, furniture, furnishings, carpeting, floor covering, wall covering, drapes, ceiling and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”equipment), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through such casualty until the Premises are so repaired and restored, the Minimum Monthly Rent payments payable hereunder shall ▇▇▇▇▇ in such proportion as the part of said Premises thus destroyed or rendered untenantable bears to the total Premises; provided, however, that Landlord shall not be obligated to repair and restore if such casualty is not covered by the insurance which Landlord is obligated to carry pursuant to Section 11.1 hereof or is caused directly or indirectly by the negligence of Tenant, its agents, employees and invitees and no portion of the Minimum Monthly Rent and other payments payable hereunder shall ▇▇▇▇▇, and provided, further, that Landlord shall not be obligated to expend for any repair or restoration an amount in excess of the insurance proceeds recovered therefor, and provided, further, that if the Premises be damaged, destroyed or rendered untenantable for their accustomed uses by fire or other casualty to the extent of more than fifty percent (50%) of the cost to replace the Premises during the last three (3) years of the Lease Term, then Landlord or Tenant shall have the right to terminate this Lease effective as of the date of such casualty by giving to the other, within sixty (60) days after the happening of such casualty, written notice of such termination. If such notice be given, this Lease shall terminate and Landlord shall promptly repay to Tenant any rent theretofore paid in advance which is was not earned at the date of such casualty. Any time that Landlord repairs or restores the Premises after damage or destruction, then Tenant shall promptly repair or replace its stock in trade, fixtures, furnishings, furniture, carpeting, wall covering, floor covering, drapes, ceiling and equipment to the same condition as they were in immediately prior to the casualty, and if Tenant has closed its business, Tenant shall promptly reopen for business upon the completion of such repairs. If in the event of a fire or casualty Landlord fails to repair and restore the Premises within ninety (90) days after the fire or casualty, then Tenant may, as Tenant's sole remedy for failure to rebuild, cancel and terminate this Lease at any time thereafter unless prior to the exercise of such right by Tenant, Landlord substantially completes the repair or restoration. Notwithstanding anything to the contrary set forth herein, in the event all or any portion of the Center shall be damaged or destroyed by the fire or other cause (notwithstanding that the Premises may be unaffected thereby), to the extent the cost of restoration thereof would exceed fifty percent (50%) of the amount it would have cost to replace the Center in its entirety at the time such damage or destruction occurred, then Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice of Landlord's election to do so, which notice shall be given, if at all, within ninety (90) days following the date of expiration or earlier such occurrence. In the event of the termination of the Lease. Within this Lease as aforesaid, this lease shall cease thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlordafter such notice is given, and the deposits rent and other charges hereunder shall be adjusted as of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositdate.

Intentionally Deleted. Tenant shallTax Deferred Exchanges. Purchaser or any entity encompassing Purchaser may desire to acquire the Property through a reverse tax deferred exchange which qualifies for non-recognition of gain under Section 1031 of the Code. Seller shall cooperate with Purchaser in attempting to effectuate such exchange, within ten including, but not limited to, the execution of such documentation as may be reasonably necessary to effect such exchange, provided that (10i) business days following Seller shall not incur any additional liability in connection with an exchange for the mutual execution benefit of Purchaser, (ii) the date of Closing shall not be extended as a result of the exchange, without Seller’s prior written consent, which consent Seller may withhold in its sole and delivery of this Leaseabsolute discretion, cause (iii) any additional costs and charges attributable to the exchange, including, but not limited to, attorneys’ fees, brokers’ commissions and other transaction related expenses shall be delivered to Landlord the Security Deposit paid for by Purchaser, and (iv) Purchaser acknowledges and agrees that Seller and/or its attorneys are not giving Purchaser any advice (including tax advice) in form of connection therewith. Purchaser and Seller further agree that Purchaser may substitute an “ever-green” unconditional, irrevocable letter of credit Exchange Accommodator Titleholder (“LOCEAT”) naming Landlord (as beneficiary defined in Rev. Proc. 2000-37) to act in place of Purchaser as the purchaser of the Property. Seller agrees to accept all required performance from EAT and to render its performance of all of its obligations to EAT. Seller agrees that performance by EAT will be treated as performance by Purchaser. Purchaser shall unconditionally guarantee the full and timely performance by EAT of each and every one of the representations, warranties, covenants, indemnities, obligations and undertakings of EAT. As guarantor, Purchaser shall be treated as a primary obligor with respect to these representations, warranties, covenants, indemnities, obligations and undertakings, and, in an original amount equal to $1,343,160 (the “LOC Amount”)event of breach, Seller may proceed directly against Purchaser, subject to reduction during the Lease Term terms and conditions of this Agreement, on this guarantee without the need to join EAT as set forth in Section 3.02(g) belowa party to any action against Purchaser. The LOC shall be in substantially the form attached hereto Purchaser unconditionally waives any defense that it might have as Exhibit “G” guarantor that it would not have if it had made or undertaken these representations, warranties, covenants, indemnities, obligations and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender)undertakings directly. In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date breach of expiration any representations, warranties, covenants, obligations and undertakings by Purchaser or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC EAT or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer claim upon any indemnity of Purchaser or mortgageEAT (whether the representation, Landlord warranty, covenant, indemnity, obligation or undertaking is express or implied), Seller’s exclusive recourse shall be against the Purchaser in accordance with the terms of this Agreement and Seller shall have no recourse of any type against the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositEAT arising from this transaction.

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with Notwithstanding any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) provision to the transferee or mortgagee, and in the event of such Transfercontrary, Tenant shall look solely to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such transferee estate and property but not the proceeds of any financing or mortgagee refinancing thereof) in the event of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas, and Tenant agrees that the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas shall be limited to such estate and property of Landlord (or sale proceeds). No other properties or assets of Landlord or any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the return satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the LOC and/or Demised Premises or the LOC Common Areas and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys. Notwithstanding any of the foregoing to the contrary, as to the original Tenant hereunder, Landlord agrees that the exculpatory provisions of this Section 23.03 shall not apply to any cash proceeds of any Security Deposit wrongfully retained by Landlord and not turned over to any Successor Landlord, and as a result thereof such Successor Landlord does not credit Tenant with having paid over the Security Deposit.

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease's Contribution Toward Tenant's Work. Within thirty (30) days following after the date When Tenant has completed all of Tenant's Work in strict accordance with Exhibit "B" and "B-2" by the Required Completion Date and furnishes evidence reasonably satisfactory to Landlord of such completion and that all of Tenant's Work has been paid for in full and no liens have attached or may attach as the result thereof, provided that Tenant shall not be required to provide lien waivers or other proof as to contractors or materialmen having contracts involving $10,000.00 or less each, and no default in, breach of, or failure to perform, this Lease exists after notice and expiration of the applicable cure period, and Tenant has paid or reimbursed Landlord all amounts owed to Landlord pursuant to this Lease and has opened its store for business and accepted the Premises in writing in a form reasonably prescribed by Landlord or its mortgagee, and has executed such other instruments and documents as are required by Landlord's mortgagee to be executed, Landlord shall pay to Tenant as Landlord's Contribution, if any, for Tenant's Work the sum equal to the lesser of (i) $148,975.00, determined as provided for in Section 2.1 hereof, or (ii) the actual cost of Tenant's Work (excluding trade fixtures, furniture and furnishings or other personal property), and no more, subject to Landlord's right to deduct any Minimum Rent, Percentage Rent, additional rent, expenditures by Landlord pursuant to Section 10.3 of the Lease, or other amounts owed by Tenant to Landlord pursuant to the terms of this Lease as of the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenantpayment. A LOC Bank Landlord's Contribution shall be a bank used only for alterations, improvements, fixtures and equipment that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter become part of credit or otherwise will accept draws by Federal Express attached or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable affixed to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, but excluding trade fixtures, furniture and furnishings or other personal property. If any portion of Landlord's Contribution is not paid by Landlord to Tenant when due, such sum shall bear interest at the Building and in this Lease and Tenant agrees that in rate of ten percent (10%) per annum from the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositdate due until paid.

Intentionally Deleted. Tenant shallImprovement Allowances, within ten Leasing Commissions and Free Rent. Purchaser shall receive credits against the Purchase Price at Closing equal to (10i) business days following the mutual execution amount of outstanding tenant improvement allowances currently due and delivery payable by Seller to tenants or licensees and shown as “Seller’s Obligation” on Schedule 8.5.8(i) attached hereto, as such Schedule may be updated by Seller at Closing in accordance with Section 8.2.1.9 of this LeaseAgreement (but Purchaser shall not receive a credit with respect to any items shown on such schedule as “Purchaser’s Obligation”); (ii) the amount of outstanding brokerage and leasing commissions currently due and payable by Seller to third parties and shown as “Seller’s Obligation” on Schedule 8.5.8(ii) attached hereto, cause as such Schedule may be updated by Seller at Closing in accordance with Section 8.2.1.9 of this Agreement (but Purchaser shall not receive a credit with respect to be delivered any items shown on such schedule as “Purchaser’s Obligation”); and (iii) a portion of the amount of “free rent” available to Landlord tenants under Leases and licensees under Licenses and shown on Schedule 8.5.8(iii) attached hereto which is attributable to the Security Deposit period from and after the Closing Date. If, prior to Closing, Seller pays any tenant improvement allowances or leasing commissions that are designated as “Purchaser’s Obligation” on either Schedule 8.5.8(i) or Schedule 8.5.8(ii) referenced in form of an “ever-green” unconditionalclauses (i) and (ii) above, irrevocable letter of then Seller shall receive a credit (“LOC”) naming Landlord as beneficiary and in an original amount at Closing equal to $1,343,160 such amounts paid by Seller on Purchaser’s behalf. Seller shall receive credits in addition to the Purchase Price at Closing equal to the amount of any tenant improvement allowances, brokerage or leasing commissions, free rent or legal fees which have been paid or otherwise incurred by Seller under any Leases or Licenses (including any amendments to Leases or Licenses) entered into after the “LOC Amount”)Effective Date in accordance with Section 6.1.1 hereof. Notwithstanding anything set forth herein to the contrary, the credit with respect to free rent referenced in clause (iii) above shall be subject to reduction during adjustment only based on Seller’s and Purchaser’s respective periods of ownership of the Lease Term as set forth in Section 3.02(g) belowProperty, and not with respect to amount or any other factor. The LOC From and after Closing, Purchaser shall be in substantially solely responsible for all tenant improvement allowances, all leasing commissions, and all free rent associated with the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoingProperty, the LOC must permit Landlord to make partial draws on Leases and/or the LOC by sight draftLicenses and all costs and expenses associated therewith, and must expressly permit one or more transfers of the LOC by Landlord in connection with any saleincluding, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date without limitation all those for which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has Purchaser received a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositat Closing.

Intentionally Deleted. Tenant shall, within ten (10) business days following the mutual execution agrees that Landlord and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary its beneficiaries and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval their agents shall not be unreasonably withheld liable in damages, by abatement of Rent or delayed (the “LOC Bank”). Without limiting the foregoingotherwise, the LOC must permit Landlord for failure to make partial draws on the LOC furnish or delay in furnishing any service when such failure or delay is occasioned, in whole or in part, by sight draftrepairs, and must expressly permit one renewals, or more transfers of the LOC improvements, by Landlord in connection with any salestrike, assignment, mortgage, encumbrancelockout, or other transfer labor trouble, by inability to secure electricity, gas, water, or disposition (“Transfer”) other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by the act or default of Tenant or other parties including without limitation Tenant's failure to maintain the Premises in good condition and repair, or by any cause beyond the reasonable control of Landlord; and such failures or delays shall never be deemed to constitute an eviction or disturbance of the Tenant's use and possession of the Premises and this Lease (except as required by Lender). In or relieve the event that Tenant from paying Rent or performing any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of its obligations under this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costsnotify Landlord if any service shall be stopped, expenseswhereupon Landlord will proceed diligently to restore such service as soon as reasonably possible. Notwithstanding anything to the contrary contained herein, pointsif Tenant is unable to use the Premises for ordinary conduct of Tenant's business due materially to an interruption of the services described above resulting from Landlord's negligence or willful misconduct, and fees incurred by such condition continues for a period in excess of 72 consecutive hours and (i) Tenant in obtaining furnishes a notice to Landlord (the LOC. The LOC "Abatement Notice") stating that Tenant's inability to use the Premises is due to such condition, (ii) Tenant does not actually use all or a portion of the Premises as a result of such interruption during such period and (iii) such condition has not resulted from the negligence or misconduct of Tenant or its sublessees, contractors, licensees, agents, servants, employees, or invitees, then Base Rent and Additional Rent for the Premises only shall not be mortgaged, assigned abated on a per diem basis for the period commencing on the 1st Business Day after Tenant delivers the Abatement Notice to Landlord and ending on the earlier of (x) the date Tenant is able to again use all or encumbered in any manner whatsoever by that portion of the Premises from which Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right been unable to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgageeuse, and in (y) the event of date on which such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositcondition is remedied.

Intentionally Deleted. Tenant shallIRREVOCABLE OFFER: Purchaser further acknowledges that this Agreement is executed and delivered by Purchaser pursuant to a sale conducted on behalf of Seller. In consideration of the following: (a) preserving the integrity of the sale process and assuring that all offers are made in conformity therewith and in reliance thereon; (b) the monies spent by Seller to arrange for the sale; (c) the opportunity of the Purchaser to make an offer on the Property; (d) the promise by the Seller to sell the Property to Purchaser if this Agreement is accepted by Seller as hereinafter provided and (e) for other good and valuable consideration, within ten (10) business days following the receipt and adequacy of which is expressly acknowledged by Purchaser, including the mutual execution and delivery promises made by each party, this Agreement constitutes an irrevocable offer to purchase by Purchaser in accordance with this Agreement which cannot be revoked by Purchaser prior to 5:00 p.m. local time, (based on the location of the Property) on the fifth business day following Purchaser Execution of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit Agreement (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC AmountIrrevocable Deadline”), subject . Such offer to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval purchase shall not be unreasonably withheld deemed accepted by Seller until executed by Seller or delayed (▇▇▇▇▇▇’s duly authorized agent prior to revocation thereof. Notice from Seller or its duly authorized agent to accept or reject Purchaser’s offer under this Paragraph may be given pursuant to the “LOC Bank”)Notices Paragraph in this Agreement or by telephone and confirmed at a later date by notice given pursuant to Notices Paragraph in this Agreement. Without limiting Failure of Seller or its duly authorized agent to notify Purchaser on or prior to the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one Irrevocable Deadline that Seller accepts or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC rejects Purchaser’s offer shall not be mortgagedconstitute acceptance or rejection by Seller of Purchaser’s offer, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord but Purchaser’s irrevocable offer shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositthereafter become revocable.

Intentionally Deleted. Tenant shall, within ten (10) business days following STATUS OF PROPERTY ACQUIRED WITH FUNDS PROVIDED BY BNPLC. All Improvements constructed during the mutual execution and delivery term of this Improvements Lease shall be owned by BNPLC and shall constitute "Property" covered by this Improvements Lease. Further, to the extent heretofore or hereafter acquired (in whole or in part) with any portion of the Initial Funding Advance or with other funds for which NAI has received or hereafter receives reimbursement from the Initial Funding Advance, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature shall have been acquired on behalf of BNPLC by NAI, shall be owned by BNPLC and shall constitute "Property" covered by this Improvements Lease, cause to be delivered to Landlord the Security Deposit in form as shall all renewals or replacements of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowor substitutions for any such Property. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval NAI shall not be unreasonably withheld authorize or delayed (permit the “LOC Bank”)transfer of title to the Improvements or to any other such Property to pass through NAI or NAI's Affiliates before it is transferred to BNPLC from contractors, suppliers, vendors or other third Persons. Without limiting Nothing herein shall constitute authorization of NAI by BNPLC to bind BNPLC to any construction contract or other agreement with a third Person, but any construction contract or other agreement executed by NAI for the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one acquisition or more transfers construction of Improvements or other components of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other Property may provide for the transfer or disposition (“Transfer”) of the Premises and this Lease (except title as required by Lender)the preceding sentence. In the event that Upon request of BNPLC, but not more often than once in any transfer fee or other consideration is period of twelve consecutive months, NAI shall deliver to be charged by the LOC Bank in connection with such TransferBNPLC an inventory describing all significant items of Personal Property (and, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfieldcase of tangible personal property, California area showing the make, model, serial number and location thereof) other than Improvements, with a certification by NAI that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating such inventory is true and financial condition reasonably acceptable to Landlord, complete and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay that all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest items specified in the Project, the Premises, the Building inventory are covered by this Improvements Lease free and in this Lease and Tenant agrees that in the event clear of any such transfer Lien other than the Permitted Encumbrances or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositLiens Removable by BNPLC.

Intentionally Deleted. (a) It is presently anticipated that the Premises will be delivered to Tenant shallon the Anticipated Delivery Date; provided, within ten (10however, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) business days following contains the mutual execution and parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, cause to except as may be delivered to expressly provided in this Section 3.3(a). (b) Between the date Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) tenders possession of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, Tenant and the deposits of which are insured by the Federal Deposit Insurance Corporation. Lease Commencement Date, Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has have the right to transfer enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or mortgage its interest in any Agent of Tenant prior to the Project, the Premises, the Building and in this Lease and Tenant agrees Commencement Date shall be coordinated with Landlord to ensure that in the event of such activity does not interfere with any other work. If Landlord determines that any such transfer or mortgageinterference is occurring, then Landlord shall have the right to transfer require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or assign the LOC and/or the LOC Security Deposit (as defined below) Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the transferee or mortgagee, and contrary: (a) Landlord shall have no responsibility with respect to any items placed in the event Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of such Transferthe provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall look solely only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such transferee period (i) Tenant shall not be obligated to pay Base Rent or mortgagee Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the return benefit of the LOC and/or the LOC Security Deposita premises in order for Landlord to perform its building standard initial improvement work thereto.

Intentionally Deleted. Upon any Event of Default, Tenant shallshall pay to Landlord as Additional Rent all reasonable amounts, within ten costs, losses and/or expenses incurred, abated or foregone by Landlord (10including court costs and reasonable attorneys’ fees and expenses) business days following in (a) obtaining possession of the mutual execution Premises, (b) removing, storing and/or disposing of Tenant’s or any other occupant’s property, (c) repairing the Premises (ordinary wear and delivery of this Lease, cause tear excepted) and restoring the Premises to the condition in which the Premises is required to be delivered to Landlord in at the Security Deposit in form time of an “ever-green” unconditionalT▇▇▇▇▇’s surrender of the Premises, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(gthis Lease (including, without limitation, removal of Alterations, improvements and/or Special Equipment, as set forth in this Lease), (d) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by if Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (except as required including brokerage commissions and the cost of tenant finish work, provided that Tenant’s responsibility for such tenant finish work will not include any amounts directly paid by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof a substitute tenant and shall be paid by Landlord and must be stated limited to a percentage of such costs calculated as a fraction, with the numerator being the number of months remaining in the then current Lease Term [or which would have been remaining had this Lease not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from been terminated] as of the date Landlord enters into the new lease with the substitute tenant, and the denominator being the number of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination full months of the Lease. Within thirty term of such new lease), (30e) days following performing Tenant’s obligations under this Lease which Tenant failed to perform, (f) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the date of expiration or earlier termination of default, and (g) securing this Lease, including all reasonable attorneys’ fees and unamortized commissions, allowances (including, without limitation, the Construction Allowance), and if this Lease or any amendment hereto contains any abated Rent granted by Landlord shall return as an inducement or concession to secure this Lease or amendment hereto, the LOC remaining unamortized amount of all Rent so abated (and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank such abated amounts shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws payable immediately by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable Tenant to Landlord, and the deposits of which are insured without any obligation by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, pointsLandlord to provide written notice thereof to Tenant, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the T▇▇▇▇▇’s right to transfer any abated rent accruing following such Event of Default shall immediately terminate), such amortization to be calculated on a straight line basis over the length of the initial Lease Term or mortgage its interest the then current Lease Term to which such costs applied. To the full extent permitted by law, Landlord and Tenant agree the federal and state courts of the state in which the Project, the Premises, the Building and in Premises are located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, parties’ rights and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositobligations under this Lease.

Intentionally Deleted. Tenant shallTo the extent in such Seller's possession or control, within ten (10) business days following the mutual execution executed counterparts of all Leases and delivery New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 all tenant security deposits thereunder (the “LOC Amount”), subject "Security Deposits") and the accrued interest on such Security Deposits payable to reduction during tenants which are in the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued possession of or received by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draftsuch Seller, and must expressly permit one a credit to Purchaser against the Purchase Price, in the aggregate amount of such Security Deposits and accrued interest thereon payable to tenants which are in the possession of or more transfers of the LOC received by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender)such Seller. In the event that any transfer fee such cash Security Deposits and the interest thereon payable to tenants are held by a bank, savings bank, trust company or other consideration is savings and loan association, such Seller shall, if required by Law, deliver to be charged by the LOC Bank Purchaser, in connection with lieu of such Transfercredit, the amount thereof shall be paid by Landlord an assignment to Purchaser of such deposits and must be stated as a not to exceed dollar sum and must be interest, in form reasonably acceptable to Landlordthe parties, and written instructions to the holder thereof to transfer such deposits and interest to Purchaser. The LOC With respect to any lease securities which are other than cash, such Seller shall be maintained execute and deliver to Purchaser at the Closing any appropriate instruments of assignment or transfer without warranty or representation. Seller shall also deliver, to the extent in effect, whether through renewal, amendment, extension the possession or replacement from the date control of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination Seller possession of the Lease. Within thirty (30) days following Property and Personal Property, subject only to possessory rights of tenants under Leases, with all keys; and Seller shall also deliver original signed instruments of all Leases, Licenses, sepias, drawings, plans and specifications, finance and accounting records, tenant correspondence, and other files relevant to the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance Purchaser's future operation of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositProperty.

Intentionally Deleted. Tenant At the time of and in addition to the monthly installments of principal and/or interest due under the Note, Grantor shall pay to Beneficiary monthly deposits in the amount of the TI and Leasing Reserve Monthly Payment for approved tenant improvements and leasing commissions (such payments shall be referred to as the "TI AND LEASING RESERVE"). The TI and Leasing Reserve may be commingled with the general funds of Beneficiary and such TI and Leasing Reserve shall not constitute trust funds. The funds contained in the TI and Leasing Reserve shall bear interest for the benefit of Grantor at the rate of interest which is the lower of (i) the amount paid from time to time by Beneficiary on commercial money market accounts; or (ii) the return on permitted investments to be made with the funds by any third party servicer, rating agency or loan purchaser, and all such interest shall be added to and become part of the TI and Leasing Reserve, provided Beneficiary shall make no representation or warranty as to the actual rate of interest. The funds contained in the TI and Leasing Reserve shall be disbursed to Grantor solely to pay for tenant improvements and leasing commissions due pursuant to leases entered into in accordance with the requirements of PARAGRAPH 7 hereof or otherwise approved by Beneficiary, but only when the tenants under such leases are in occupancy, open for business, and paying full contractual rent without any right of offset or rent abatement. Beneficiary shall make disbursements from the TI and Leasing Reserve for the actual cost of such approved tenant improvements and leasing commissions upon Grantor's providing Beneficiary with receipts, invoices, lien waivers, photographs and other documentation deemed necessary by Beneficiary to insure that the work and/or materials related to the requested disbursement have been completed and/or provided, with minimum draws of $10,000.00, which shall occur no more frequently than once per month. Upon the Maturity Date, the moneys then remaining on deposit with Beneficiary or its agent shall, within ten (10) business days following at Beneficiary's option, be applied against the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowIndebtedness. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by Grantor hereby grants Beneficiary a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its first priority security interest in the Project, the Premises, the Building TI and in this Lease Leasing Reserve and Tenant agrees that shall execute any other documents and take any other actions necessary to provide Beneficiary with such a perfected security interest in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, TI and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositLeasing Reserve.