Common use of Letter of Credit Clause in Contracts

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

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

Letter of Credit. (a) Upon Concurrently with the execution of this Lease, Tenant shall deliver pay to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be security deposit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS One Million Forty-Four Thousand Four Hundred Eighty-Four and 98/100 Dollars ($700,000.001,044,484.98) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), (iii) have a term unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsCredit”), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term expiration date issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service, (ii) be renewed annually for a period of three substantially in the form attached hereto as Exhibit J, (3iii) years from the Commencement Date. If upon any transfer, any fees permit one or charges shall more draws thereunder to be so imposed, then such fees made accompanied only by certification by Landlord or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide Landlord’s managing agent that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. Landlord hereby agrees that Silicon Valley Bank shall be an approved bank for purposes of this Section 16.26. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is sixty (60) days subsequent to the scheduled expiration of this Lease (as cash the same may be extended). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. Upon the occurrence of any Event of Default, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord either (a) amend the Letter of Credit or deliver an additional Letter of Credit which satisfies the requirements of this Section 16.26 in the amount so applied or retained such that Landlord shall have a Letter of Credit (or Letters of Credit) in the required security deposit amount on hand at all times during the Term or (b) deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. In the event of a transfer of Landlord’s interest in the Office Area, Landlord shall transfer the Letter of Credit or cash proceeds, as applicable, to the transferee and thereupon Landlord shall without any further agreement between the parties, be released by Tenant from all liability therefor. Neither the holder of a mortgage nor Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord. Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall promptly return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the term of this Lease (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time.

Letter of Credit. Tenant shall have the right to deliver to Landlord an unconditional, irrevocable letter of credit (the “Letter of Credit”) in substitution for the cash security deposit, subject to the following terms and conditions. Such Letter of Credit shall be (a) Upon in form and substance reasonably satisfactory to Landlord; (b) at all times in the amount of the then Security Deposit Amount, and shall permit multiple draws; (c) issued by a commercial bank reasonably acceptable to Landlord from time to time and either located in the Washington, D.C. metropolitan area or the continental United States from which draws can be made via facsimile meeting the Issuer Requirement below (provided that subject to the terms and conditions hereof, as of the Effective Date, Landlord pre-approves Comerica as the issuer of the Letter of Credit); (d) made payable to, and expressly transferable and assignable at no charge by, Landlord or the holder of any Mortgage secured by the Building (which transfer/assignment shall be conditioned only upon the execution of this Leasea written assumption document in connection therewith); provided, Tenant shall deliver to Landlord a standbyhowever, at sight, clean, irrevocable, non-documentary and unconditional that in the event the issuing bank of the Letter of Credit charges a fee for a transfer and/or assignment, any and all fees shall be payable by Tenant; (e) payable at sight to a local branch of the issuer of a simple sight draft or via facsimile; (f) of a term not less than one year; and (g) at least thirty (30) days prior to the then-current expiration date of such Letter of Credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the sixtieth (60th) day after the expiration of the Lease Term, or (2) replaced with cash in the amount of the Security Deposit Amount. Notwithstanding anything in this Lease to the contrary, any cure or grace periods set forth in this Lease shall not apply to any of the foregoing, and, specifically, if Tenant fails to timely comply with the requirements of subsection (g) above, then Landlord or its assignee shall have the right to immediately draw upon the Letter of Credit without notice to Tenant and apply the proceeds to the security deposit. Each Letter of Credit shall be issued by and drawable upon a money-center commercial bank (a bank which accepts deposits, maintains accounts, that has a local San Francisco Bay Area office and which will negotiate a letter credit rating with respect to certificates of creditdeposit, short term deposits or commercial paper of at least P-2 (or equivalent) by Xxxxx’x Investor Service, Inc., or at least A-2 (hereinafter referred to as or equivalent) by Standard & Poor’s Corporation (the “Issuing BankIssuer Requirement”), and has combined capitalshall be otherwise acceptable to Landlord in its sole and absolute discretion. If the issuer’s credit rating is reduced below P-2 (or equivalent) by Xxxxx’x Investors Service, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS Inc. or below A-2 ($500,000,000.00)or equivalent) by Standard & Poor’s Corporation, which then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute Letter of Credit (i) that complies in all respects with the requirements of this Section; provided however that if Comerica’s credit rating falls below the Issuer Requirement, then Tenant shall name Landlord as beneficiary, (ii) not be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the required to replace such Letter of Credit be made only unless Comerica’s credit rating falls below P-3 (or equivalent) by Xxxxx’x Investor Service, Inc., or below A-3 (or equivalent) by Standard & Poor’s Corporation. Tenant’s failure to obtain such substitute Letter of Credit within thirty (30) day following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall entitle Landlord to immediately draw upon receipt the then existing Letter of Credit in whole or in part, without notice to Tenant. In the event the issuer (including Comerica) of any Letter of Credit held by Landlord is placed into receivership or conservatorship by the issuing Bank Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said Letter of Credit shall be deemed to not meet the requirements of this Section, and within ten (10) days thereof, Tenant shall replace such Letter of Credit with either a written letter replacement Letter of Credit or cash. If Tenant fails to deliver to Landlord such substitute Letter of Credit or cash within such ten (10) day period (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary), then Landlord shall be entitled to immediately draw upon the then existing Letter of Credit; provided further that if Landlord is prevented from landlord certifying that drawing upon such Letter of Credit for any reason, then notwithstanding anything in this Lease to the contrary, Tenant’s failure to deliver such substitute Letter of Credit or cash within such original ten (10) day period shall constitute an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges which there shall be so imposed, then such fees no notice or charges shall be payable solely by Tenant and grace or cure periods being applicable thereto. Any failure or refusal of the issuer to honor the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, at Tenant’s sole risk and shall hold the proceeds not relieve Tenant of the Letter of Credit pursuant its obligations hereunder with respect to the terms of this Paragraph 25.20 as cash security deposit.

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

Letter of Credit. (a) Upon Concurrently with the execution of this Lease, Tenant shall deliver pay to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be security deposit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS Eighty-Eight Thousand Thirteen and 67/100 Dollars ($700,000.00)88,013.67) and Landlord shall hold the same, (iii) have a term throughout the Lease Term, unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsCredit”), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term expiration date issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service, (ii) be renewed annually for a period of three substantially in the form attached hereto as Exhibit G, (3iii) years from the Commencement Date. If upon any transfer, any fees permit one or charges shall more draws thereunder to be so imposed, then such fees made accompanied only by certification by Landlord or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide Landlord’s managing agent that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is ninety (90) days subsequent to the scheduled expiration of this Lease (as cash the same may be extended). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. Upon the occurrence of any default of Tenant, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor the Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord. Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the Lease Term (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time.

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

Letter of Credit. (a) Upon 25.1 Simultaneously with Tenant’s execution of this Lease, as additional protection for Landlord to assure the execution performance by Tenant of the terms of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate post a letter of credit) credit with Landlord (hereinafter referred to as the “Issuing BankLetter of Credit”), in a form and has combined capitalfrom a bank and otherwise satisfying the terms and conditions set forth in Section 25.2 below, surplus and undivided profits in the amount set forth in Item 8 of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS the Summary ($500,000,000.00the “L/C Amount”), which . If (1) the term of the Letter of Credit (ior any extension thereof or substitute or new Letter of Credit provided to Landlord) shall name held by Landlord as beneficiarywill expire prior to the 120th day after the last day of the Lease Term and the Letter of Credit is not extended, or a new Letter of Credit for an extended period of time is not substituted, in either Main Lease case prior to the expiration of the Letter of Credit, (ii2) be in the amount Tenant commits a Default with respect to any provision of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)this Lease, (iii) have a term of not less than three (3) yearsTenant files in a court of competent jurisdiction a voluntary petition under the Federal Bankruptcy Code, or (iv4) permit multiple drawingsan involuntary petition has been filed against Tenant in a court of competent jurisdiction under the Federal Bankruptcy Code, which remains undismissed or undischarged for a period of seventy-five (v75) days after filing, Landlord may (but shall not be fully transferable by Landlord without required to) draw upon the Letter of Credit, to the extent of (a) the payment of any fees or chargessum which is in Default (including, without limitation, any Default under Section 18.1.3 above), (vib) require that the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s Default, (c) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s Default, or (d) the full face amount of the Letter of Credit following the occurrence of any of the events (after expiration of the applicable 75-day period) described in clauses (3) and (4) hereinabove which trigger Landlord’s ability to draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Dateas set forth above. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date portion of the Letter of Credit that it elects not to have such proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit renewed. Landlord shall have in an amount to cause the right, after its receipt aggregate amount of the Non-Renewal Notice unused proceeds and until the expiration of the such new Letter of Credit to draw equal the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositrequired L/C Amount hereunder.

Letter of Credit. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (a) Upon expressed in Dollars in the execution amount of this Lease, Tenant shall deliver to Landlord the Dollar Equivalent thereof in the case of a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of creditdenominated in an Alternative Currency) (hereinafter referred to as the “Issuing BankL/C Unreimbursed Amount”), and has combined capitalthe amount of such Revolving Credit Lender’s Aggregate Commitment Percentage thereof. In such event, surplus the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on [Credit Agreement] the L/C Honor Date in an amount equal to the L/C Unreimbursed Amount, without regard to the minimum and undivided profits multiples specified in Section 2.02(b) for the principal amount of Base Rate Loans, the amount of the unutilized portion of the Aggregate Revolving Credit Committed Amount or the conditions set forth in Section 5.02. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not less affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to(ii) Section 2.03(c)(i) make funds available to the Administrative Agent (and the Administrative Agent shall apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Aggregate Commitment Percentage of the L/C Unreimbursed Amount not later than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.001:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), which Letter each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. With respect to any L/C Unreimbursed Amount that is not fully(iii) refinanced by a Revolving Credit Borrowing of Credit (i) Base Rate Loans for any reason, the Borrower shall name Landlord as beneficiary, (ii) be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the L/C Unreimbursed Amount that is not so refinanced, (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges which L/C Borrowing shall be so imposeddue and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, then such fees or charges shall be payable solely by Tenant and each Revolving Credit Lender’s payment to the Letter Administrative Agent for the account of Credit shall so specify. The Letter of Credit shall provide that it the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed automatically renewed, without amendment, for consecutive periods payment in respect of one (1its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03(c)(iii). Until each Revolving Credit Lender funds its Revolving Credit(iv) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”Loan or L/C Advance pursuant to this Section 2.03(c) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding reimburse the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full L/C Issuer for any amount of the drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Aggregate Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. Each Revolving Credit Lender’s obligation to make Revolving(v) Credit Loans or L/C Advances, to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by sight draft on the Issuing Bankthis Section 2.03(c), shall be absolute and unconditional and shall hold not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender may have against the proceeds L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of the Letter of a Default or [Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.Agreement]

Letter of Credit. If Tenant elects to deliver a Letter of Credit to Landlord: (ai) Upon Tenant shall, at the time of execution and delivery of this LeaseLease to Landlord, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank satisfying the requirements of this Section 16.24 in the amount of fifty percent (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter 50%) of credit) the Security Deposit Amount (hereinafter referred to as the “Issuing BankInitial Letter of Credit”), and has combined capital(ii) Tenant shall, surplus and undivided profits on or before the date thirty (30) days after Landlord gives Landlord’s Estimated Delivery Date Notice, as defined in Section 1D(1) of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)Exhibit 2.1, which to Tenant, deliver to either additional Letter of Credit satisfying the requirements of this Section 16.24 in the amount of fifty percent (50%) of the Security Deposit Amount, or an amendment to the Initial Letter of Credit, in form reasonably acceptable to Landlord, increasing the amount of the Initial Letter of Credit to the full Security Deposit Amount (in either case, the “Balance of the Letter of Credit”). Any Letter of Credit provided by Tenant to Landlord shall (i) shall name be issued by and drawn on a bank reasonably approved by Landlord as beneficiaryand at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service, (ii) be substantially in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)form attached hereto as Exhibit 16.24, (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) one or more draws thereunder to be fully transferable made accompanied only by certification by Landlord without the payment of any fees or charges, (vi) require Landlord’s managing agent that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge to Landlord, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is sixty (60) days subsequent to the scheduled expiration of this Lease (as cash the same may be extended). Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. Upon the occurrence of any Event of Default, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.24. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received by such holder or ground Landlord. Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) The Earnxxx Xxxey may be in the amount form of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS an irrevocable standby letter of credit ("LETTER OF CREDIT") issued by an FDIC-insured, national bank having gross assets in excess of $700,000.0010,000,000,000 (an "APPROVED DEPOSITORY" and, for purposes of the Letter of Credit, the "ISSUER"). Escrowee shall be the beneficiary under the Letter of Credit, (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on and the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingshall expire no earlier than March 31, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord1997. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Nonnon-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Banktransferable, and shall hold permit Escrowee to present it to the Issuer for payment only if accompanied by a sworn certificate, executed by or on behalf of Contributor or one or more duly authorized partner(s) of Contributor (it being understood that for such purpose Jan Xxxxxx xxx Jeroxx Xxxxxxx xxxll each constitute such an authorized partner), certifying that Contributor has declared Acquiror to be in default under this Agreement and that Contributor is, therefore, entitled to the proceeds of the Letter of Credit (the "DEFAULT CERTIFICATE"); provided, however, that such Default Certificate shall not be required in the event that Escrowee presents the Letter of Credit to the Issuer pursuant to the penultimate sentence of this Subparagraph (b)(iv). Upon its receipt from Contributor of the Default Certificate, the Escrowee is hereby instructed to (A) notify Acquiror as provided in Paragraph 19 of this Agreement; and (B) subject to the terms and notice requirements of the Escrow Agreement, contemporaneously present the Letter of Credit to the Issuer and deliver the proceeds thereof to Contributor. In the event that Contributor delivers a Default Certificate to Escrowee, Escrowee shall have no right or obligation to review the underlying facts and circumstances to determine whether or not such Default Certificate is correct. Notwithstanding anything contained herein or in the Escrow Agreement to the contrary and irrespective of any contrary instruction from Acquiror, in the event that the Closing Date is delayed to a date on or after March 1, 1997, whether by mutual agreement of the parties or due to the pendency of a dispute between the parties concerning this Agreement, and any Letter of Credit on deposit with Escrowee is not renewed or replaced by Acquiror at least thirty (30) days prior to its expiration date, then such Letter of Credit shall be presented by Escrowee to the Issuer for payment prior to its expiration date, and the proceeds thereof shall be held in the Escrow in accordance with the terms of this Paragraph 25.20 as cash security depositthe Escrow Agreement. Upon Closing, Escrowee is hereby instructed to return the Letter of Credit to Acquiror.

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

Letter of Credit. Section 34.01. (a) Upon the execution of this Leasehereof by Landlord and Tenant, Tenant shall will deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary expressly assignable and unconditional letter of credit (such letter of credit and any renewal thereof being referred to herein, collectively, as the "Letter of Credit Credit") issued by and drawable drawn upon a money-center bank (a commercial bank which accepts depositsis a member of the New York Clearing House Association, maintains accountsreasonably acceptable to Landlord, has a local San Francisco Bay Area office and which will negotiate a letter with offices for banking purposes in the City of credit) New York (hereinafter referred to as the “Issuing "Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00"), which Letter of Credit (i) shall name has a term of one year, is for the account of Landlord as beneficiary, (ii) be and is in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS $400,000.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease, including, without limitation, the surrender of possession of the Demised Premises to Landlord as herein provided. Tenant agrees to cause the Bank to renew the Letter of Credit, in the same form from time to time during the term of this Lease, at least sixty ($700,000.00)60) days prior to the expiration thereof so that a Letter of Credit issued by the Bank to Landlord shall be in force and effect through the Expiration Date hereunder. It is agreed that in the event Tenant defaults in respect of any of the terms, conditions, or provisions of this Lease, including, but not limited to, the payment of the Fixed Rent and additional rent and the aforesaid agreement to cause the Bank to renew the Letter of Credit, (iiiI) Landlord shall have a term the right to require the Bank to make payment to Landlord of not less than three the entire sum represented by the proceeds of the Letter of Credit; (3ii) years, (iv) permit multiple drawings, (v) be fully transferable Landlord may apply or retain the whole or any part of said sum so paid to it by Landlord without the Bank to the extent required for the payment of any fees Fixed Rent and additional rent or chargesany other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrues before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of Landlord with respect to such default; and (viiii) require that any draw on Landlord shall hold the Letter remainder of Credit be made only upon receipt such sum paid to it by the issuing Bank Bank, if any, as security for the faithful performance and observance by Tenant of a written letter from landlord certifying that an Event of Default has occurred and is then continuingthe terms, covenants, and (vii) provide that it is governed conditions of this Lease on Tenant's part to be observed and performed, with the same rights as hereinabove set forth to apply or retain the same in the event of any further default by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement DateTenant under this Lease. If upon Landlord applies or retains any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date part of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount proceeds of the Letter of Credit, by sight draft Tenant, upon demand, promptly shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full deposit on hand at all times during the Issuing Bank, and shall hold the proceeds term of the Letter of Credit this Lease that is required pursuant to the terms of this Paragraph 25.20 Article. If Tenant shall fully and faithfully comply with all of terms, provisions, covenants, and conditions of this Lease, the Letter of Credit or any remaining portion of any sum collected by Landlord thereunder from the Bank, together with any other portion of any other sums then held by Landlord as cash security depositsuch security, shall be returned to Tenant within thirty (30) days after the Expiration Date.

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

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

Letter of Credit. (a) Upon the execution In lieu of this Leasea cash Security Deposit, Tenant shall may deliver the Security Deposit to Landlord in the form of a standby, at sight, clean, irrevocable, non-documentary and unconditional letter of credit (the "Letter of Credit Credit") issued by and drawable upon a money-center bank (a any commercial bank which accepts depositsis a member of the New York Clearing House Association or other bank satisfactory to Landlord, maintains accountstrust company, national banking association or savings and loan association (the "Issuing Bank"), which has a local San Francisco Bay Area office outstanding unsecured, uninsured and which will negotiate unguaranteed indebtedness, or shall have issued a letter of credit) credit or other credit facility that constitutes the primary security for any outstanding indebtedness (hereinafter referred which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as the “Issuing Bank”)"+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which . Landlord hereby approves BankBoston or Fleet Bank as the issuer of the Letters of Credit and the form of Letter of Credit attached hereto as Exhibit G. Such Letter of Credit shall (ia) shall name Landlord as beneficiary, (iib) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the Security Deposit, (iiic) have a term of not less than three (3) yearsone year, (ivd) permit multiple drawings, (ve) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt charges by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingLandlord, and (viif) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfertransfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyTenant. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, thereafter during the Term (and in no event shall the Letter of Credit expire prior to the 30th day following the Expiration Date) unless the Issuing Bank sends a notice (the “"Non-Renewal Notice”") to Landlord by certified mail, return receipt requested, not less than forty-five (45) 30 days next preceding the then expiration date of the Letter of Credit stating that it elects the Issuing Bank has elected not to have such renew the Letter of Credit renewedCredit. Landlord shall have the right, after its upon receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositArticle 28, until Tenant delivers to Landlord a substitute Letter of Credit which meets the requirements of this Section 28.2. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank (in person, by courier or otherwise provided in the attached approved form of Letter of Credit) at an office location in San Francisco, California, Boston, Massachusetts or the location of BankBoston's or Fleet Bank's letter of credit department. The Letter of Credit shall be subject in all respects to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500.

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standbyTerremark, at sightas collateral for the full and faithful performance by Tenant of all of its obligations under the Note, clean, irrevocable, non-documentary an irrevocable and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a negotiable letter of credit) (hereinafter referred to as , in the “Issuing Bank”)form and containing the terms required herein, and has combined capitalpayable at the offices of Citibank’s Trade Finance Department, surplus and undivided profits Tampa, Florida in favor of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)Terremark or its assignee issued by a solvent nationally recognized bank with a long term rating of BBB or higher, which Letter under the supervision of Credit (i) shall name Landlord as beneficiarythe Superintendent of Banks of the State of California, (ii) be or a National Banking Association, in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS One Million Seven Hundred Thousand and No/100 Dollars ($700,000.00), 1,700,000.00) (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the “Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsCredit”), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date be (a) at sight and irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or be renewed annually for a period extension, until payment in full satisfaction of three all amounts owed under the Note has been made (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the “Letter of Credit Expiration Date”) and Tenant shall so specify. The deliver a new Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods or certificate of one renewal or extension to Terremark at least thirty (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4530) days next preceding the then expiration date of the Letter of Credit that it elects not prior to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit, without any action whatsoever on the part of Terremark, (c) subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500, (d) acceptable to Terremark in its reasonable discretion, (e) permit partial draws, and (f) non-assignable except (i) by operation of law, (ii) by Terremark to Landlord, or (iii) with the prior consent of Tenant. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall provide, among other things, in effect that: (1) Terremark, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Terremark’s (or Terremark’s then managing agent’s) statement that such amount is due to Terremark under the terms of the Note, it being understood that if Terremark or its managing agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a managing member (if a limited liability company) an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); and (2) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (3) in the event of Terremark’s assignment of the Note (subject to Paragraph 8 of the Note), Terremark shall transfer the Letter of Credit (as permitted above in subsection (f) of this Section 6, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable), to the transferee, and thereupon Terremark shall, without any further agreement between the parties, be released by Tenant from any liability for the acts or omissions of the transferee with respect to the Letter of Credit, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new holder of the Note.. Tenant hereby acknowledges and agrees that Terremark is entering into this Termination Agreement in material reliance upon the ability of Terremark to draw upon the full Letter of Credit upon the occurrence of any default on the part of Tenant under the Note. Tenant further acknowledges and agrees that if Terremark cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Terremark herein, Terremark may suffer irreparable damage, harm and injury. Should the Letter of Credit need to be amended, modified or reissued, Terremark and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments, modifications and new issuances, including without limitation, executing and submitting to the issuing bank any and all documents or instruments as may be reasonably required to effectuate same. Each and every time there is a change in the identity or address of the parties, including without limitation, any change in the identity of the holder of the Note due to a permitted assignment of the Note to any other party, person or entity, the Letter of Credit shall promptly be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the issuing bank such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and permitted assign of both Terremark and Tenant be bound by and subject to the terms and provisions of this Section 6. Terremark may not, at any time except as set forth in subsection (f) of this Section 6, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity. Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Terremark nor its successors or permitted assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Terremark will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring letter of credit. However, if the Letter of Credit is not timely renewed or a substitution letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section 6, Terremark shall have the right to present such Letter of Credit to the issuing bank in accordance with the terms of this Section 6, and the entire sum evidenced thereby shall be paid to and held by Terremark as collateral for performance of all of Tenant’s obligations under the Note and for all losses and damages Terremark may suffer as a result of any default by Tenant under the Note. If there shall occur a default under the Note, Terremark may, but without obligation to do so, draw upon the Letter of Credit, in part or in whole, to cure such default of Tenant and/or to compensate Terremark for any and all damages of any kind or nature sustained or which may be sustained by Terremark resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Terremark of the proceeds of the Letter of Credit, either prior to or following a “draw” by sight draft on Terremark of any portion of the Issuing BankLetter of Credit, regardless of whether any dispute exists between Tenant and Terremark as to Terremark’s right to draw from the Letter of Credit. No condition or term of this Agreement or the Note shall hold be deemed to render the proceeds Letter of Credit conditional to justify the issuer of the Letter of Credit pursuant in failing to honor a drawing upon such Letter of Credit in a timely mannerTenant will cause the Letter of Credit to be issued substantially in the form of Exhibit B attached hereto and made a part hereof. Notwithstanding anything contained herein to the terms contrary, including the Letter of this Paragraph 25.20 Credit expiration date, upon payment in full of the first installment of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00) as cash security depositrequired under the Note, the face amount of any Letter of Credit required hereunder may be reduced by Tenant to Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00).

Letter of Credit. (a) 23.1.1 Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary transferable and unconditional letter of credit (the “Letter of Credit Credit”) issued by and drawable drawn upon a money-center commercial bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”)) which shall be a member bank of the New York Clearinghouse Association or any successor thereto (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and has combined capital, surplus and undivided profits shall have a net worth of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.001,000,000,000, with appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three one year, (3ii) yearsbe in form of Exhibit H annexed hereto and made a part hereof, (iii) be for the account of Landlord, (iv) permit multiple drawingsbe in the amount of the Security Deposit, (v) except as otherwise provided in this Section 23.1.1, conform and be subject to International Standby Practices (1998), International Chamber of Commerce Publication No. 590, (vi) be fully transferable by Landlord without the payment of any fees or chargescharges therefor (except for any such administrative charges for which Tenant shall reimburse Landlord), (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges Landlord shall be so imposed, then such fees or charges shall be payable solely by Tenant and entitled to draw upon the Letter of Credit shall so specify. The upon presentation to the Issuing Bank of a sight draft only, and (viii) provide that the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafteryear thereafter during the Term of this Lease, with the final expiry date being sixty (60) days after expiration of the Lease, unless the Issuing Bank sends shall send notice (the “Non-Renewal Notice”) to Landlord by certified registered mail, return receipt requested, not less than forty-five sixty (4560) days next preceding the then expiration date of the Letter of Credit that it the Issuing Bank elects not to have renew such Letter of Credit renewed. Credit, in which case Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold to receive the proceeds of monies represented by the then existing Letter of Credit Credit, and to hold and/or disburse such proceeds pursuant to the terms of this Paragraph 25.20 Section 23 as cash security. All references to the “Security Deposit” in this Article 23 shall be deemed to refer to the Letter of Credit, or any proceeds thereof as may be drawn upon by Landlord. Tenant acknowledges and agrees that the Letter of Credit (or any cash Security Deposit, as applicable) shall be delivered to Landlord as security depositfor the faithful performance and observance by Tenant of all of the covenants, agreements, terms, provisions and conditions of this Lease, and that Landlord shall have the right to draw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Landlord pursuant to this Section 23.

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

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver the Security Deposit to Landlord in the form of a standby, at sight, clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit Credit”) issued by and drawable upon a money-center (i) any commercial bank or financial institution reasonably satisfactory to Landlord with offices for banking purposes in the Washington, D.C. or New York, N.Y., metropolitan area (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Mxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS $500,000,000, ($500,000,000.00), which ii) Societé Generale or (iii) Citibank. Such Letter of Credit shall (ia) shall name Landlord as beneficiary, (iib) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the Security Deposit, (iiic) have a term of not less than three (3) yearsone year, (ivd) permit multiple drawings, (ve) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt charges by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingLandlord, and (viif) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfertransfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, thereafter during the Term (and in no event shall the Letter of Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends a notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) 45 days next preceding the then expiration date of the Letter of Credit stating that it elects the Issuing Bank has elected not to have such renew the Letter of Credit renewedCredit. Landlord shall have the right, after its upon receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositArticle 27, until Tenant delivers to Landlord a substitute Letter of Credit which meets the requirements of this Section 27.2. The Issuing Bank shall agree with all drawers, endorsers and bonafide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in New York City, New York or such other location if presentment may be accomplished by facsimile. The Letter of Credit shall be subject in all respects to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500.

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

Letter of Credit. (a) Upon the Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount specified in Article 1 as a guaranty for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The letter of credit shall deliver to Landlord be in the form of a standby, at sight, clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit Credit”) issued by and drawable upon a money-center bank any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Mxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which 2,000,000,000. The Letter of Credit shall (ia) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iiib) have a term of not less than three (3) yearsone year, (ivc) permit multiple drawings, (vd) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt charges by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingLandlord, and (viie) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The If upon any transfer of the Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyspecify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendmentamendment or need for any other action, for consecutive periods of one (1) year each thereafterthereafter during the Term, as the same may be extended (and in no event shall the Letter of Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends notice duplicate notices (the “Non-Renewal NoticeNotices”) to Landlord by certified mail, return receipt requestedrequested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty-five (45) 45 days next preceding the then expiration date of the Letter of Credit stating that it elects the Issuing Bank has elected not to have such renew the Letter of Credit renewedCredit. Landlord The Issuing Bank shall have agree with all beneficiaries, drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the right, after its receipt of the Non-Renewal Notice and until the expiration terms of the Letter of Credit will be duly honored upon presentation to draw the full Issuing Bank at an office location in New York, New York. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. Upon execution of this Lease and notwithstanding anything to the contrary contained herein, Tenant shall be permitted to deposit a cash security deposit in the amount of $164,700.00 (the “Cash Security”) with Landlord in lieu of the Letter of Credit, by sight draft on the Issuing Bank, and which Landlord shall hold as security for the proceeds faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. On or before 45 days after the date hereof, Tenant shall deliver the Letter of Credit to Landlord in the form required by this Lease. Upon receipt of the Letter of Credit pursuant Credit, Landlord shall promptly return the Cash Security to Tenant. In the terms event that Tenant fails to timely replace the Cash Security with the Letter of Credit, Landlord shall continue to hold the Cash Security as the Security Deposit under this Paragraph 25.20 as cash security depositLease, and may, at its option, deem such failure to be an Event of Default hereunder. Landlord shall not be required to deposit the Cash Security into an interest bearing account.

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

Letter of Credit. (a) Upon the Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount specified in Article 1 as a guaranty for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The letter of credit shall deliver to Landlord be in the form of a standby, at sight, clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit Credit”) issued by and drawable upon a money-center bank any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which 2,000,000,000. The Letter of Credit shall (ia) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iiib) have a term of not less than three (3) yearsone year, (ivc) permit multiple drawings, (vd) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt charges by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingLandlord, and (viie) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The If upon any transfer of the Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyspecify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendmentamendment or need for any other action, for consecutive periods of one (1) year each thereafterthereafter during the Term, as the same may be extended (and in no event shall the Letter of Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends notice duplicate notices (the “Non-Renewal NoticeNotices”) to Landlord by certified mail, return receipt requestedrequested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty-five (45) 45 days next preceding the then expiration date of the Letter of Credit stating that it elects the Issuing Bank has elected not to have such renew the Letter of Credit renewedCredit. Landlord The Issuing Bank shall have agree with all beneficiaries, drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the right, after its receipt of the Non-Renewal Notice and until the expiration terms of the Letter of Credit will be duly honored upon presentation to draw the full Issuing Bank at an office location in New York, New York. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. Upon execution of this Lease and notwithstanding anything to the contrary contained herein, Tenant shall be permitted to deposit a cash security deposit in the amount of $164,700.00 (the “Cash Security”) with Landlord in lieu of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.which Landlord

Letter of Credit. (ai) Upon Tenant acknowledges that Landlord is unwilling to execute this Lease unless Tenant provides Landlord with additional security for Tenant’s obligations under the execution of this Lease. Therefore, Tenant shall deliver to Landlord a standbyLandlord, at sightwithin five (5) Business Days following the date on which Tenant executes and delivers the Lease to Landlord, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which an Irrevocable Standby Letter of Credit (ithe “Letter of Credit”) which shall name Landlord as beneficiary(1) be addressed to Landlord, (ii2) be in the amount form attached hereto as Exhibit J, (3) be issued by a federally insured financial institution which is acceptable to Landlord in Landlord’s sole discretion, with minimum assets of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS Ten Billion Dollars ($700,000.0010,000,000,000.00) (the “Minimum Assets”), upon which presentment may be made in the City of San Francisco, California, (4) be in an amount equal to $1,207,098.39 (the “Minimum Amount”), (iii5) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier than sixty (60) days after the scheduled Term expiration date (as the same may be extended) or in the alternative, have a term of not less than three one (31) yearsyear and be automatically renewable for additional one (1) year periods unless, on or before the date sixty (iv60) permit multiple drawingsdays prior to the expiration of the term of such Letter of Credit, (v) be fully transferable by Landlord without the payment issuer of any fees or charges, (vi) require that any draw on the such Letter of Credit be made only upon receipt by the issuing Bank gives notice to Landlord of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory its election not to Landlord. The renew such Letter of Credit shall have a term expiration date or be renewed annually for a any additional period of three (3) years from the Commencement Datepursuant thereto. If upon any transferIn addition, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyprovide that, in the event of Landlord’s assignment of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord to the assignee without charge to Landlord or approval of the issuer. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) same day payment to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding upon the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that the Non-Renewal Notice requested sum is due and until payable from Tenant and Tenant has failed to pay, and with no other conditions. Notwithstanding the expiration of foregoing, Landlord hereby preapproves Silicon Valley Bank as the Letter of Credit to draw the full amount issuer of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.

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

Letter of Credit. (a) Upon As security for the full and faithful payment of all sums due under this Lease and the full and faithful performance of every covenant and condition of this Lease to be performed by Tenant, concurrently with Tenant's execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be credit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS Three Million Dollars ($700,000.00), 3,000,000.00) (iiithe "LC Amount") have a term in favor of not less than three Landlord and effective immediately upon issuance (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the "Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsCredit"), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit initially delivered pursuant to this paragraph and all substitutions, replacements and renewals of it, must be consistent with and shall have a term expiration date or be renewed annually for a period of three satisfy all the following requirements: (3i) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The be clean, irrevocable and unconditional; (ii) the Letter of Credit must be issued by a national bank which is a member of the New York Clearing House, which bank must be reasonably satisfactory to Landlord; (iii) the Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of its issuance and shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) its automatic renewal from year each thereafter, to year unless terminated by the Issuing Bank sends issuing bank by notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, given not less than forty-five sixty (4560) days next preceding prior to its expiration date by registered or certified mail (and the then final expiration date of the Letter of Credit that and all renewals of it elects not to have such shall be no earlier than sixty (60) days following the end of the Term); (iv) the Letter of Credit renewedmay be drawn by facsimile, courier, or at the applicable banking office of the issuer and must allow for draws to be made pursuant to a form of draw request which has been approved by Landlord; (v) the Letter of Credit must allow for one draw in the whole amount or multiple partial draws (and Landlord shall not, as a condition to any draw, be required to deliver any certificate, affidavit or other writing to the issuer expressing the basis for the draw; nor shall the issuer have the right to inquire as to the basis for the draw or require instruction or authorization from any party other than Landlord; nor shall issuer be permitted to withhold a draw, when requested by Landlord, as a result of any instruction from any other party); (vi) the Letter of Credit shall be freely transferable by Landlord; (vii) the Letter of Credit shall be governed by (A) the International Standby Practices (SP 98 published by the International Chamber of Commerce and (B) the United Nations Convention on Independent Guarantees and Standby Letters of Credit; and (viii) the Letter of Credit shall otherwise be in such form and shall be subject to such requirements as Landlord may require. Landlord shall have hereby approves First Republic Bank as the right, after its receipt of the Non-Renewal Notice and until the expiration issuer of the Letter of Credit to draw should Tenant select such issuer. Without limiting the full amount generality of the Letter of Creditforegoing, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant must be issued by a bank or financial institution acceptable to Landlord (x) that is chartered under the terms laws of this Paragraph 25.20 as cash security deposit.the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, and (y) whose long-term debt ratings on bank level senior debt obligations are rated by Fitch Ratings Ltd. ("Fitch"), Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P") or their respective successors (the "Rating Agencies") not less than A- from Fitch, Baa1 from Moody's or A- from S&P.

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

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

Letter of Credit. (a) Upon The undersigned hereby represents and warrants to you that as of the execution date hereof all of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary the representations and unconditional Letter warranties of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be undersigned contained in the amount Revolving Credit Agreement are true and correct in all material respects as if made on and as of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees date hereof and no Default or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default under the Revolving Credit Agreement has occurred and is then continuing, continuing and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter no such Default or Event of Credit shall have a term expiration date or be renewed annually for a period of three (3) years Default will result from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date issuance of the Letter of Credit request hereby. Very truly yours, CPI CORP. By____________________________ Title:________________________ EXHIBIT C APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT (This Exhibit contains Mercantile's standard form of application and agreement for irrevocable standby letter of credit.) EXHIBIT D APPLICATION AND AGREEMENT FOR IRREVOCABLE COMMERCIAL LETTER OF CREDIT (This Exhibit contains Mercantile's standard form of application and agreement for irrevocable commercial letter of credit.) EXHIBIT E LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 3.03 of that it elects certain Revolving Credit Agreement dated June 16, 1997, by and among CPI Corp., the banks listed on the signature pages thereof and Mercantile Bank National Association, as agent for the Banks, as the same may from time to time be amended, modified, extended or renewed (the "Revolving Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to have them in the Revolving Credit Agreement. Subject to the terms, provisions and conditions contained in the Revolving Credit Agreement, Mercantile hereby issues to _______________________________ a __________________ Percent (____________%) undivided participation interest in all Letters of Credit issued by Mercantile from time to time under the Revolving Credit Agreement (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letters of Credit, in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit and in all collateral securing such Letters of Credit and such Letter of Credit Loans). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this 16th day of June, 1997. MERCANTILE BANK NATIONAL ASSOCIATION By:________________________________ Title:_____________________________ The foregoing Letter of Credit Participation Certificate is hereby accepted this 16th day of June, 1997. ___________________________________ By:________________________________ Title:_____________________________ EXHIBIT F FORM OF LEGAL OPINION OF WHITE & CASE (This Exhibit contains opinions received from White & Case, special counsel for the Company.) EXHIBIT F-1 FORM OF LEGAL OPINION OF GENERAL COUNSEL OF BORROWER (This Exhibit contains opinions received from Jane E. Nelson, Esq., General Counsel of the Compxxx.) 101 EXHIBIT G _________________, 19_____ Mercantile Bank National Association 721 Locust Street St. Louis, Missouri 63101 Harxxx Xxxxx xxx Xxxxxxx Xxxx 000 Xxxx Xxxxxx Xtrxxx Xxicago, Illinois 60690 Txx Xxxxxxxx Xxxx, Xxxxxxx 000 Xxxxx Xxxxxxxx Xuite 1625 St. Louis, Missouri 00000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx, xx Xxxxt 721 Locust Street St. Louis, Missouri 63101 Genxxxxxx: Xxxxxxxxx xx xxxxxx xxxx to that certain Revolving Credit Agreement dated June 16, 1997, by and among the undersigned, the banks listed on the signature pages thereof and Mercantile Bank National Association, as agent for the Banks (as the same may from time to time be amended, modified, extended or renewed, the "Revolving Credit Agreement"). Landlord All capitalized terms used and not otherwise defined herein shall have the right, after its receipt respective meanings ascribed to them in the Revolving Credit Agreement. The undersigned hereby certifies to you that as of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.date hereof:

Letter of Credit. (a) 6.1. Upon the execution of this LeaseSublease, Tenant Subtenant shall deliver deposit with Sublandlord, subject to Landlord the provisions of Section 6.6 below, a standby, at sight, clean, irrevocable, non-documentary letter of credit complying with the provisions of Section 6.2 (the “Letter of Credit”) in the face amount of $225,000.00 (the “L/C Amount”) and unconditional shall maintain such Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts depositsas provided in Section 6.3, maintains accountsand, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which should any Letter of Credit be drawn upon, there shall have been deposited with Sublandlord from the funds of the Issuing Bank (ias hereinafter defined) shall name Landlord a cash security deposit, all as beneficiarysecurity for the faithful performance and observance by Subtenant of all of the terms, (ii) be provisions and conditions of this Sublease. Subtenant agrees that, in the amount event that Subtenant defaults in respect of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS any of the terms, provisions and conditions of this Sublease ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without including the payment of any fees or chargesRents due hereunder) beyond any applicable notice and cure period, (vi) require that any draw on the Sublandlord may make a demand for payment under said Letter of Credit be made only upon receipt by and use, apply, or retain the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date whole or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date part of the Letter proceeds thereof, to the extent required for the payment of Credit any rents, or any other sum as to which Subtenant is in default, or for any sum that it elects not Sublandlord may expend or may be required to have such Letter expend by reason of Credit renewed. Landlord shall have the rightSubtenant’s default, after its receipt in respect of any of the Nonterms, provisions and conditions of this Sublease (including any damages or deficiency accrued before or after summary proceedings or other re-Renewal Notice and until entry by Sublandlord). In the expiration event that Sublandlord applies or retains any portion or all of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the such proceeds of the such Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash Article 6, Subtenant shall within ten (10) Business Days restore the amount so applied or retained by causing the Issuing Bank to issue an amendment thereto, or if no Letter of Credit was then outstanding by causing a new Letter of Credit to be issued so that, at all times, the amount of the Letter of Credit which may drawn upon shall be the L/C Amount. The provisions of this Article shall not be a limitation on Sublandlord’s rights and remedies under this Sublease or at law or in equity. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions and conditions of this Sublease, the Letter of Credit shall be returned to Subtenant sixty (60) days after the later of the Expiration Date or delivery of possession of the entire Sublease Premises to Sublandlord in accordance with the terms of this Sublease; provided, however, that, upon written notice to Subtenant, Sublandlord may make demand for payment under said Letter of Credit in amount a sum equal to Sublandlord’s estimate of Subtenant’s share of any unbilled amount of additional rent. Subtenant waives the provisions of any law now in force or that become in force after the date of execution of this Sublease that provide that Sublandlord may claim from a security depositdeposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Subtenant, or to clean the Sublease Premises. Sublandlord and Subtenant agree that, in the event of a default by Subtenant under this Sublease (of which default Subtenant has received notice), Sublandlord may, in addition, make demand for those sums reasonably necessary to compensate Sublandlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Subtenant or Subtenant’s officers, agents, employees, independent contractors, sublessees or invitees.

Letter of Credit. (a) Upon the Tenant shall deliver to Landlord concurrently with its execution of this Lease, Tenant shall deliver to Landlord a standbyas security for the payment and performance of Tenant’s covenants and obligations under this Lease, at sight, clean, irrevocable, non-documentary an original irrevocable standby letter of credit in the initial amount of Three Million Two Hundred Thousand and unconditional No/100ths Dollars ($3,200,000.00) (the “Letter of Credit”). Thirty (30) days following the commencement of the second (2nd) Lease Year and thirty (30) days following the commencement each Lease Year thereafter the required amount of the Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter shall be reduced as follows: Lease Year: Letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Credit: Second $ 2,634,000.00 Third $ 2,068,000.00 Fourth $ 1,502,000.00 Fifth $ 936,000.00 Sixth $ 511,000.00 Seventh $ 166,000.00 Eighth $ 0.00 The Letter of Credit (i) shall name Landlord as beneficiary, which Landlord may draw upon in accordance with the terms and conditions provided in this Lease. The Letter of Credit shall (i) be issued by the Federal Home Loan Bank of Seattle or such other commercial bank acceptable to Landlord in its sole discretion, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three one (31) yearsyear which expires not less than thirty (30) days following the first day of each Lease Year, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (viiii) require that any draw on the issuing bank give Landlord written notice of the issuing bank’s election not to renew the Letter of Credit be made only upon receipt by no later than thirty (30) days prior to the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuingexpiration thereof, and (viiiv) shall provide that it is governed by Landlord may make partial and multiple draws thereunder, up to the uniform Customs and Practice for Documentary Credits (1993 revisions), face amount thereof. The Letter of Credit shall be in the form attached hereto as Exhibit B. and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transferLandlord in its discretion, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with a statement by certified mail, return receipt requested, not less than forty-five (45) days next preceding Landlord that the then expiration date requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease and certifying to the issuer of the Letter of Credit that it elects not Landlord has the right to have such draw on the Letter of Credit renewedpursuant to this Lease. Landlord shall have Until such time as the right, after its receipt amount of the Non-Renewal Notice and until Letter of Credit is reduced to $0.00 in accordance with the expiration preceding schedule, Tenant shall provide evidence of renewal of the Letter of Credit to draw Landlord at least thirty (30) days prior to the full amount of date the Letter of Credit, by sight draft Credit expires. If Landlord draws on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms hereof, Tenant shall, within three (3) business days after such draw, replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this Paragraph 25.20 Section 7 so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount required under this Section for the applicable period. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit within the time specified under this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence or for any other reason, unless an Event of Default by Tenant exists hereunder, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease. Notwithstanding the foregoing, if an Event of Default exists at the time Landlord draws upon the Letter of Credit, the funds received from the Letter of Credit shall not be held as security for Tenant’s performance, and Landlord shall be entitled to those remedies set forth in Section 15.2 of this Lease. In the event that the bank issuing the Letter of Credit shall become insolvent or shall cease honoring letters of credit it has issued, then Tenant shall promptly obtain a Letter of Credit from some other commercial bank acceptable to Landlord, in Landlord’s sole discretion. Notwithstanding the foregoing, if Tenant fails to obtain a replacement Letter of Credit within thirty (30) days, then Tenant shall, upon Landlord’s written demand, provide Landlord with either a cash security depositdeposit or some other form of collateral acceptable to Landlord in its reasonable business judgment of an amount equal to the required amount of the Letter of Credit.

Letter of Credit. (a) Upon The parties hereto acknowledge that Sublandlord is currently holding a Letter of Credit in the amount of $205,254.60. Concurrently with Subtenant’s execution of this LeaseAmendment, Tenant Subtenant shall deliver to Landlord provide a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued to Sublandlord in the amount of $540,000.00 to be held by and drawable upon a money-center bank Sublandlord pursuant to the terms of Section 3.3 of the First Amendment throughout the Expansion Term (a bank which accepts depositsthe “Expansion Letter of Credit”). Notwithstanding the foregoing provisions of this Section 5 to the contrary, maintains accountsprovided that: (A) Subtenant has not been late in the payment of any rent due under the Sublease, as amended hereby, more than once during the immediately preceding twelve (12)-month period, (B) no Event of Default by Subtenant under the Sublease, as amended hereby, has a local San Francisco Bay Area office occurred and which will negotiate a letter is still continuing as of credit) (hereinafter referred the effective date of reduction with no apparent effort by Subtenant to cure such Event of Default as the “Issuing Bank”)reasonably determined by Sublandlord, and (C) following the date of this Amendment, Subtenant has combined capitalachieved net proceeds from an equity financing transaction equal to or greater than $10,000,000 as evidenced by Subtenant’s most current financial statements which shall be either: (i) audited financial statements, surplus or (ii) unaudited financial statements certified to be true and undivided profits correct by a senior officer of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)Subtenant, which then Subtenant shall be permitted to reduce the amount of the Expansion Letter of Credit to $270,000.00. Subject to satisfaction of the conditions set forth in the immediately preceding sentence of this Section 5, the amount of the Expansion Letter of Credit may be reduced by Subtenant’s delivery of a written notice to Sublandlord accompanied by such financial statements (iwhich shall be in form reasonably acceptable to Sublandlord) shall name Landlord as beneficiary, (ii) and delivery of a replacement Expansion Letter of Credit so that the amount of the Letter of Credit held by Sublandlord will be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment 270,000.00. Upon Landlord’s receipt of any fees or chargesreplacement Letter of Credit which is in the amount of $270,000.00, (vi) require that any draw on and which in all other respects is in conformance with the Letter of Credit requirements described in Section 3.3 of the First Amendment, Sublandlord shall promptly return to Subtenant the Expansion Letter of Credit being replaced. Notwithstanding the foregoing, in no event shall any such reduction be made only upon receipt construed as an admission by the issuing Bank Sublandlord that Subtenant has performed all of a written letter from landlord certifying that its covenants and obligations hereunder. Moreover, if an Event of Default has occurred and is then continuingwith respect to the payment of Base Sublease Rent or Additional Rent occurs beyond applicable cure periods then, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions)upon Sublandlord’s written demand therefor delivered to Subtenant, and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges Subtenant shall be so imposed, then such fees or charges shall be payable solely by Tenant and required to restore the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Expansion Letter of Credit to draw the full originally required amount of $540,000.00. For the ease of reference of the parties, attached hereto as Exhibit A-4 is a schedule of Reduction in Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit.

Letter of Credit. In order to secure the obligations of the ---------------- Company to indemnify and advance expenses to Indemnitee pursuant to this Agreement, the Company shall obtain and maintain for the benefit of Indemnitee, for a period of five years from the time of any Change in Control, an irrevocable standby letter of credit naming Indemnitee as the sole beneficiary (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional "Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”Credit"), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have be in an appropriate amount, not less than $1,000,000, issued by a term expiration date or be renewed annually for a period financial institution having assets in excess of three (3) years from the Commencement Date. If upon any transfer$100,000,000, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifycontain terms and conditions reasonably acceptable to Indemnitee. The Letter of Credit shall provide that it shall be deemed automatically renewedIndemnitee may from time to time draw certain amounts thereunder, without amendment, for consecutive periods of one (1) year each thereafter, unless upon written certification by Indemnitee to the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date issuer of the Letter of Credit that it elects (a) Indemnitee has made a written request upon the Company for an amount not to have such less than the amount he is drawing under the Letter of Credit renewed. Landlord shall have and that the right, Company has failed or refused to provide him with such amount in full within thirty (30) days after its receipt of the Non-Renewal Notice request, or to advance expenses within ten (10) days after receipt of the request, (b) Indemnitee believes that he is entitled under the terms of this Agreement to the amount that he is drawing under the Letter of Credit, and until the expiration (c) there has not been a determination as contemplated under this Agreement that Indemnitee is not entitled to indemnification under this Agreement. The issuance of the Letter of Credit shall not in any way diminish the Company's obligation to draw indemnify Indemnitee to the full amount extent required by this Agreement. For the purposes hereof, a "Change in Control" shall be deemed to have occurred if (i) any "Person" (as such term is used in Section 13(d) and 14(d) of the Letter Securities Exchange Act of Credit1934, by sight draft on the Issuing Bankas amended), and shall hold the proceeds other than a trustee or other fiduciary holding securities under an employee benefit plan of the Letter corporation or a corporation owned directly or indirectly by the shareholders of Credit pursuant the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company's then outstanding voting securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to the terms of this Paragraph 25.20 as cash security depositconstitute a majority thereof.

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

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

Letter of Credit. (a) Upon the execution In lieu of this Leasea cash deposit, Tenant shall may deliver the Security Deposit to Landlord in the form of a standby, at sight, clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit (the "Letter of Credit Credit"), in the form attached hereto as Exhibit I, issued by and drawable upon a money-center bank commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the City of New York (a bank the "Issuing Bank"), which accepts depositshas outstanding unsecured, maintains accountsuninsured and unguaranteed indebtedness, has a local San Francisco Bay Area office and which will negotiate or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as `+' or "-" or numerical notation, "Aa" or better by Moodx'x Xxxestors Service and "AA" or better by Standard & Poor's Ratings Service (and is not on credit) (hereinafter referred to as the “Issuing Bank”-watch with negative implications), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which 500,000,000. The Letter of Credit shall (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the Security Deposit, (iii) have a term of not less than three (3) years1 year, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, and (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The ; provided, however, that Landlord shall in no event be obligated to accept a Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Dateany amount less than $25,000. If upon any transfertransfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) 1 year each thereafterthereafter during the Term through the date that is at least 60 days after the Expiration Date, unless the Issuing Bank sends a notice (the “"Non-Renewal Notice”") to Landlord by certified mail, return receipt requested, not less than forty-five (45) 30 days next preceding prior to the then then- current expiration date of the Letter of Credit Credit, stating that it elects the Issuing Bank has elected not to have such renew the Letter of Credit. Unless Tenant delivers a replacement Letter of Credit renewed. which satisfies the conditions of this Article 34 within 10 days after Landlord receives a Non-Renewal Notice, then at any time after the expiration of such 10 day period Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit right to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositArticle 34. The Letter of Credit shall state that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in New York City. The Letter of Credit shall be subject in all respects to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500.

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

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

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

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

Letter of Credit. Within seven (a7) Upon the calendar days after Tenant's execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, cleanan unconditional, irrevocable, non-documentary transferable letter of credit, in an amount equal to the "Required Amount" (defined below) issued by a financial institution acceptable to Landlord and unconditional in form and substance acceptable to Landlord in the reasonable exercise of its discretion, with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (60) days thereafter (the "Letter of Credit"). Landlord shall not unreasonably withhold its approval of such a financial institution if it is a national bank, or a bank branch located in the United States (with an office in the United States allowing the Letter of Credit issued to be presented to and paid by and drawable upon such office pursuant to procedures acceptable to Landlord in its reasonable discretion) with assets of the issuing bank or bank branch in excess of Twenty Billion Dollars ($20,000,000,000). The Letter of Credit shall (i) be a moneystand-center bank (a bank which accepts depositsby, maintains accountsat-sight, has a local San Francisco Bay Area office and which will negotiate a irrevocable letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, ; (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), payable to Landlord or its assignee; (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit shall be made only upon receipt by the issuing Bank issuer of a written letter from landlord signed by a purported authorized representative of Landlord (or its assignee) certifying that an Event the Landlord (or assignee) is entitled to draw on the Letter of Default has occurred and is then continuing, Credit pursuant to this Lease; and (viiiv) provide that it is governed by the uniform Uniform Customs and Practice for Documentary Credits (1993 revisions) or the International Standby Practices (ISP 98), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter term "Required Amount" shall mean a sum reasonably determined by Landlord as of Credit shall have a term expiration the date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit is delivered hereunder to be equal to the amount of first twelve (12) months Base Rent plus estimated Additional Charges for Expenses and Taxes. Tenant shall so specifykeep the Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Tenant of all of the covenants, terms and conditions of this Lease, including, without limitation, Tenant's obligations to repair, replace or maintain the Premises and Tenant's obligations under the Work Letter. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one thirty (130) year each thereafter, unless the Issuing Bank sends days' prior written notice (the “Non-Renewal Notice”) to Landlord by certified mailof cancellation or material change thereof, return receipt requestedand shall further provide that, not less than forty-five (45) days next preceding in the then expiration date event of any nonextension of the Letter of Credit that it elects not at least thirty (30) days prior to have such Letter of Credit renewed. its expiration, the entire face amount shall automatically be paid to Landlord, and Landlord shall have hold the rightfunds so obtained as the security deposit required under this Lease. If for any reason such automatic payment does not occur in the event of a nonextension at least thirty (30) days prior to expiration, after Landlord shall be entitled to present its receipt written demand for payment of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full entire face amount of the Letter of Credit, and the funds so obtained shall be held as provided above. Any unused portion of the funds so obtained by sight draft on the Issuing Bank, and Landlord shall hold the proceeds be returned to Tenant upon replacement of the Letter of Credit pursuant or deposit of cash security in the full Required Amount. If Landlord uses any portion of the Letter of Credit, or the cash security deposit resulting from a draw on the Letter of Credit, to cure any default by Tenant hereunder, Tenant shall provide a replacement Letter of Credit in the Required Amount within ten (10) days of notice from Landlord, and Tenant's failure to do so shall be a Default hereunder. If a Default occurs under this Lease or the Work Letter (including, without limitation, any default by Tenant with respect to its payment and performance obligations under the Work Letter), or if Tenant is the subject of an Insolvency Proceeding, Landlord may present its written demand for payment of the entire face amount of the Letter of Credit (or, at Landlord's sole election, for payment of a portion of the amount of the Letter of Credit as is required to compensate Landlord for damages incurred, with subsequent demands at Landlord's sole election as Landlord incurs further damages) and the funds so obtained shall become due and payable to Landlord. Landlord may retain such funds to the terms of this Paragraph 25.20 extent required to compensate Landlord for damages incurred, or to reimburse Landlord as provided herein, in connection with any such default, and any remaining funds shall be held as a cash security deposit. Without limiting the foregoing, if Tenant fails to perform its Tenant's obligations to complete or pay for the Tenant Improvements in accordance with the Work Letter, Landlord may use the Letter of Credit to complete and/or pay for the Tenant Improvements to the extent of Tenant's obligations under the Work Letter. Landlord shall be entitled to assign the Letter of Credit and its rights thereto in connection with an assignment of this Lease to a Mortgagee as security for the obligations of Landlord to such Mortgagee, or in connection with a sale or other transfer of Landlord's interest in all or a portion of the Project (provided that, in each instance, Landlord pays any bank fees associated with any transfer of the Letter of Credit. Tenant shall cooperate with Landlord in connection with any modifications of the Letter of Credit that may be reasonably requested in connection with such assignment.

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

Letter of Credit. (a) Upon In addition to the Security Deposit and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional an irrevocable standby Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS One Hundred Fourteen Thousand Six Hundred Eighty-Six Dollars ($700,000.00114,686.00) (the “Letter of Credit”), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the . The Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise shall be in form and content reasonably satisfactory with the substance of EXHIBIT F attached hereto (or otherwise acceptable to Landlord), and shall be issued by a financial institution acceptable to Landlord. The Letter of Credit shall have a term expiration be maintained in full force and effect through that date or be renewed annually for a period which is thirty (30) days after the Expiration Date of three the Term of this Lease (3) years from including any extensions of the Commencement DateTerm as provided in this Lease). If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and In the event the Letter of Credit is not renewed by the issuing financial institution (or in the event that Tenant shall so specify. The not deliver a replacement Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one from another financial institution acceptable to Landlord) on or before thirty (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4530) days next preceding prior to the then then-scheduled expiration date of the Letter of Credit that it elects not Credit, then Landlord shall have the right to have draw the full amount of such Letter of Credit renewedand to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any “Event of Default” by Tenant (as hereinafter defined), Landlord shall be entitled to draw upon said Letter of Credit by the issuance of Landlord’s sole written demand to the issuing financial institution, which draw shall be in an amount necessary to pay any sum which Tenant is obligated to pay under this Lease notwithstanding any contrary provision of Civil Code Section 1950.7, including, without limitation, amounts estimated by Landlord as the amounts due for prospective rent and for damages pursuant to Section 14.2(a)(i) of this Lease and/or Civil Code Section 1951.2, sums that Landlord may expend or be required to expend by reason of the Event of Default by Tenant or any loss or damage that Landlord may suffer by reason of the Event of Default, or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.3 of this Lease upon expiration or earlier termination of this Lease. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of only draw upon the Letter of Credit following an Event of Default and only to the extent required to cure the Event of Default, but if the amount of such draw cannot be readily determined by Landlord, then the full amount of the Letter of CreditCredit may be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be solely determined by sight draft on Landlord as provided in the Issuing Bankforegoing, and if the amount of any such draw(s) shall hold ultimately exceed the proceeds amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the Letter of Credit pursuant is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the Letter of Credit. Failure to so restore said Letter of Credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said Letter of Credit shall be permitted. In the event that Landlord draws upon the Letter of Credit solely due to Tenant’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a default hereunder and (ii) Tenant shall at any time thereafter be entitled to provide Landlord with a replacement Letter of Credit that satisfies the requirements hereunder, at which time Landlord shall return the cash proceeds of the original Letter of Credit drawn by Landlord. Provided that: (a) no Event of Default has occurred at any time during the Term of this Lease and (b) Tenant shall demonstrate by the delivery to Landlord of its audited financial statements (prepared by a nationally-recognized accounting firm) that Tenant has achieved positive net income (as determined by generally accepted accounting principles, consistently applied) for any of Tenant’s fiscal years commencing with the fiscal year ended December 31, 2009 then, upon written request of Tenant, Landlord shall authorize a reduction to the terms principal amount of this Paragraph 25.20 the Letter of Credit in the amount of Fifty Seven Thousand Three Hundred Eighty-Three Dollars ($57,383.00); and if Tenant satisfies the condition described in Subsection (a) above and shall demonstrate by the delivery of its audited financial statement (described in Subsection (b) above) that Tenant has again achieved positive net income (as cash security depositdetermined by generally accepted accounting principles, consistently applied) for any subsequent fiscal year during the Term then, upon the written request of Tenant, Landlord shall authorize a full exoneration and release of the Letter of Credit.

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

Letter of Credit. (a) Upon On or prior to the execution of this LeaseCommencement Date, Tenant shall deliver to Landlord a standbyas security for the performance of Tenant’s obligations hereunder, at sightincluding without limitation, cleanTenant's obligations to maintain insurance herein and to pay Rent and Real Estate Taxes hereunder, irrevocable, non-documentary an irrevocable letter of credit in the amount of One Million Seven Hundred Fifty Thousand and unconditional 00/100 Dollars ($1,750,000.00) (the “Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of creditCredit”) (hereinafter referred to in the form attached hereto as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)Exhibit G, which Letter of Credit (i) Credit, or any replacement thereof, shall name Landlord as beneficiary, (ii) be in place throughout the amount Term and in each case expressly providing that if an Event of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)Default occurs then Landlord shall be entitled, (iii) have a term of not less than three (3) yearsat Landlord's election, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any to draw on upon the Letter of Credit to the extent necessary to cure such Event of Default and that if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or 7.01(i) of the Lease, then Landlord also shall be made only entitled, at Landlord’s election, to draw upon receipt the Letter of Credit to pay Landlord any damages to which Landlord is entitled in accordance with the terms of the Lease. Tenant may replace the initial Letter of Credit with a replacement letter of credit issued by Xxxxx Fargo Bank, National Association or by any U.S. commercial bank or the issuing Bank U.S. branch office of a written letter from landlord certifying that foreign bank with (i) a credit rating of at least (x) BBB+ by Standard & Poor’s, (y) Baa1 by Xxxxx’x, or (z) BBB+ by Fitch, and (ii) assets of $30 billion or more. If an Event of Default has occurred and is occurs, then continuingLandlord shall be entitled, and (vii) provide that it is governed by at Landlord's election, to draw upon the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date to the extent necessary to cure such Event of Default. Additionally, if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or be renewed annually for a period 7.01(i) of three (3) years from the Commencement Date. If upon any transferthis Lease, any fees or charges then Landlord shall be so imposedentitled, then such fees or charges shall be payable solely by Tenant and at Landlord’s election, to draw upon the Letter of Credit to pay Landlord any damages to which Landlord is entitled in accordance with the terms of this Lease. Any replacement of the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewedinclude similar draw, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends transfer and notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of terms as contained in the Letter of Credit that it elects but such replacement is not required to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft be on the Issuing Bank, and shall hold same form as Exhibit G; it being acknowledged by Landlord that the proceeds bank issuing such replacement may require the use of the Letter its form of Credit pursuant to the terms letter of this Paragraph 25.20 as cash security deposit.credit. Section 1.09

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

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

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standbyshall, at sightTenant's sole cost and expense, clean, irrevocable, non-documentary and unconditional Letter cause the LC Issuer (as hereinafter defined) to increase the face amount of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Existing Letter of Credit (ias hereinafter defined) from One Hundred Thousand Dollars ($100,000) to Two Hundred Fifty Thousand Dollars ($250,000) (the "LC FACE AMOUNT") and Landlord shall name Landlord retain the Existing Letter of Credit, as beneficiaryso amended (the "LETTER OF CREDIT"), (ii) as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease, which security shall be in addition to the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)Security Deposit provided pursuant to Paragraph 8 below; provided, (iii) have a term of not less than three (3) yearshowever, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on neither the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The nor any Letter of Credit shall have a term expiration date or be renewed annually for a period of three Proceeds (3as defined below) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposeddeemed an advance rent deposit or an advance payment of any other kind, then such fees or charges shall be payable solely by Tenant and a measure of Landlord's damages upon Tenant's Default. Subject to Paragraph 7(b) below, the Letter of Credit shall so specifybe maintained in effect from the date hereof through the date that is sixty (60) days after the Expiration Date (the "LC TERMINATION DATE"). The On the LC Termination Date, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those Letter of Credit Proceeds Landlord is entitled to retain under the terms of this Paragraph 7(a)); provided, however, that in no event shall provide any such return be construed as an admission by Landlord that it Tenant has performed all of its obligations hereunder. Landlord shall not be deemed automatically renewed, without amendment, for consecutive periods required to segregate the Letter of one Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (1but shall not be required to) year each thereafter, unless draw upon the Issuing Bank sends notice Letter of Credit and use the proceeds therefrom (the “Non-Renewal Notice”"LETTER OF CREDIT PROCEEDS") or any portion thereof to cure any Default under this Lease and to compensate Landlord by certified mailfor any damage Landlord incurs as a result of such Default, return receipt requestedand for any other purpose for which Landlord is entitled to use, not less than forty-five (45) days next preceding apply or retain the then expiration date Security Deposit or any portion thereof pursuant to Paragraph 8 below, it being understood that any use of the Letter of Credit that it elects Proceeds shall not constitute a bar or defense to have any of Landlord's remedies set forth in Paragraph 26 below. In such Letter of Credit renewed. event and upon written notice from Landlord shall have to Tenant specifying the right, after its receipt of the Non-Renewal Notice and until the expiration amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of Landlord an amendment to the Letter of Credit pursuant or a replacement Letter of Credit in an amount equal to the terms of this Paragraph 25.20 as cash security deposit.full LC Face Amount. Tenant's failure to deliver such

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

Letter of Credit. (a) Upon If Tenant shall be required to post the execution of this LeaseSecurity Deposit pursuant to Section 29.01, then Tenant shall deliver the same to Landlord as security for the full and faithful performance and observance by Tenant of Tenant’s covenants and obligations under this Lease in the form of a standby, at sight, clean, irrevocable, non-documentary transferable and unconditional letter of credit (the “Letter of Credit Credit”) issued by and drawable drawn upon a money-center bank depository institution or trust company approved by Landlord (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit shall: (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three one (31) yearsyear, (ii) be in the form attached to this Lease as Exhibit G or in such other form acceptable to Landlord, (iii) be for the account of Landlord, (iv) permit multiple drawingsbe in the amount set forth in Section 29.01, (v) except as otherwise provided in this Section 29.02, conform and be subject to Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 590, (vi) be fully transferable by Landlord without the payment of any fees or chargescharges therefor, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by Landlord shall be entitled to draw upon the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have upon presentation of a term expiration date sight draft only to an office of the Issuing Bank in the Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant presented and the Letter of Credit shall so specify. The to be drawn on via nationally recognized overnight courier or facsimile), (viii) provide that the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafterthereafter during the Term of this Lease, unless the Issuing Bank sends shall send written notice (the “Non-Renewal Notice”) to Landlord (a) by registered or certified mail, return receipt requested, or (b) by nationally recognized overnight courier service (such as Federal Express) with verification of delivery requested, in either case, not less than forty-five sixty (4560) days next preceding the then expiration date of the Letter of Credit that it the Issuing Bank elects not to have renew such Letter of Credit renewed. Credit, in which case Landlord shall have the right, after its receipt by sight draft on an office of the Non-Renewal Notice Issuing Bank in the Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be presented and until the expiration of the Letter of Credit to be drawn on via nationally recognized overnight courier or facsimile), to receive the monies represented by the then existing Letter of Credit, and to hold such proceeds in a cash security deposit in accordance with this Article 29, and (ix) with respect to the Letter of Credit applicable to the last year of the Term, shall have an expiration date of not earlier than sixty (60) days after the Expiration Date. The Issuing Bank shall at all times satisfy the following criteria (collectively, the “Issuing Bank Criteria”): (1) the Issuing Bank shall be insured by the Federal Deposit Insurance Corporation; (2) the Issuing Bank shall have combined capital, surplus and undivided profits of at least $500 million; and (3) the long term unsecured debt obligations of the Issuing Bank shall be rated at least (x) “BBB” by Fitch Group (or its successor), (y) “BBB” by Standard & Poor’s (or its successor), and (z) “Baa” by Xxxxx’x Investors Services, Inc. (or its successor). If at any time the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another depository institution or trust company approved by Landlord meeting the Issuing Bank Criteria within forty-five (45) days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, Credit and shall hold the proceeds in a cash security deposit in accordance with this Article 29. If, at any time, Landlord is holding proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as a cash security depositdeposit Tenant shall, within thirty (30) days after demand by Landlord, replace such cash security deposit with a Letter of Credit (it being understood and agreed that Landlord shall, at all times, be entitled to hold the Security Deposit in the form of a Letter of Credit issued by an Issuing Bank satisfying the Issuing Bank Criteria provided that an Issuing Bank exists that satisfies the Issuing Bank Criteria).

Letter of Credit. Tenant agrees that, within ten (a10) Upon days follow the execution of this Lease, Tenant shall deliver to deposit with Landlord a standby, at sight, clean, irrevocable, nonand maintain throughout the Lease Term (except as ' provided below) an One Million Nine Hundred Ninety-documentary One Thousand and unconditional Letter of Credit issued by and drawable upon a money-center bank Nine Dollars (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a $1,99 1,009) irrevocable letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be credit in form and content reasonably satisfactory to substance and issued by Bank of America, naming Landlord (and, if required, Landlord's lender holding the first lien against the Property) as beneficiary (the "Letter of Credit"). The Letter of Credit shall have a term expiration date or will secure the full and faithful performance of each provision of this Lease to be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely performed by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewedTenant. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit absolute right to draw down the full amount of the Letter of CreditCredit on Landlord's sworn statement of any Tenant Event of Default; provided, however, that commencing upon such draw down and continuing throughout the Lease Term, interest at one-half (1/2)the prime rate shall accrue to Tenant's account and shall, at the end of the Lease Term, unless Tenant has committed an uncured Event of Default hereunder, be added to the then-outstanding balance of the Security Deposit. The draw down shall be added to and increase the amount of the Security Deposit retained by sight draft on Landlord and thereafter required under Section 29(a) above. If Landlord does apply the Issuing BankSecurity Deposit, and as increased by the Letter of Credit amount, Tenant shall hold within ten (10) days written demand replenish the proceeds Security Deposit to the combined sum of the amount of the Letter of Credit pursuant and the Security Deposit as required under Section 29(a). Following the first anniversary of the Commencement Date and on each anniversary of the Commencement Date thereafter, the face amount of the letter of credit may be reduced by Four Hundred Ninety Seven Thousand Seven Hundred Fifty Two Dollars ($497,752) upon Tenant's written request, provided such request confirms to Landlord in Landlord's reasonable discretion, with such evidence as Landlord may reasonably require, that: (i) The Letter of Credit is in full force and effect and has not been drawn upon by Landlord; (ii) No Event of Default has occurred under the terms Lease nor has there occurred any act of this Paragraph 25.20 as cash security deposit.Tenant, event or omission which with the passage of time would constitute an Event of Default; (iii) Tenant has experienced a minimum of two (2) consecutive

Letter of Credit. (a) Upon the execution of this LeaseAt any time at its election, Tenant shall deliver to may deposit with Landlord a standby, at sightan unconditional, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a irrevocable letter of credit) credit (hereinafter referred to as the “Issuing BankLOC”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)the Initial Security Deposit at the time of the deposit. The LOC shall be issued by Chase Manhattan Bank or a comparably creditworthy bank reasonably acceptable to Landlord, (iii) have and whose deposits are insured by the FDIC. The LOC will be in a term form and content reasonably acceptable to Landlord. Promptly after its receipt of not less than three (3) yearsan LOC in accordance with this Section 8.4, (iv) permit multiple drawings, (v) Landlord will return the Initial Security Deposit to Tenant. The LOC will be fully transferable held by Landlord as security for the performance by Tenant of its obligations under this Lease. The LOC will not be mortgaged, assigned or encumbered by Tenant without the payment prior written consent of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that Landlord. If an Event of Default has occurred and is then continuingoccurs, and or if Tenant fails to renew the LOC at least thirty (vii30) provide that it is governed by days before its expiration, Landlord may, but will not be required to, draw upon all or any portion of the uniform Customs and Practice LOC for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlordpayment of any Rent. The Letter use of Credit shall have a term expiration date the LOC or any part of its by Landlord will not prevent Landlord from exercising any other right or remedy provided by this Lease or by Law. Landlord will not be renewed annually for a period of three (3) years from required to proceed against the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifyLOC. The Letter of Credit shall provide that it shall LOC will not operate as a limitation on any recovery to which Landlord may be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewedentitled. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full Any amount of the Letter of CreditLOC that is drawn by Landlord, but is not used or applied by sight draft on the Issuing BankLandlord, will be held by Landlord and shall hold the proceeds deemed a Security Deposit subject to Section 8.3. If any portion of the Letter LOC is drawn and applied by Landlord, Tenant will, within five (5) days after written demand, either (a) deposit cash with Landlord in an amount sufficient to cause the sum of Credit pursuant any Security Deposit and the amount of the remaining LOC to equal the amount of the LOC then required under this Lease, or (b) reinstate the LOC to the amount then required under this Lease. If Landlord transfers or mortgages the Building, Landlord may transfer the LOC to the transferee or mortgagee and Tenant will look solely to the transferee or mortgagee for the return of the LOC so long as the transferee or mortgagee accepts responsibility for the LOC according to the terms of this Paragraph 25.20 as cash security depositLease.

Letter of Credit. (a) Upon the execution Any indemnification of this Lease, Tenant shall deliver to Landlord a standbyPurchaser Indemnified Party hereunder may, at sightthe option of Purchaser, clean, irrevocable, non-documentary and unconditional be satisfied from the issuing bank under the Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”); provided, and however, that, in order to obtain payment from the Issuing Bank under the Letter of Credit, Purchaser must first present to the Issuing Bank one of the following: (a) a signed, written notice attaching a copy of a final order or judgment duly issued by a court of competent jurisdiction providing that Purchaser is entitled to such payment pursuant to this Agreement; (b) a signed, written notice attaching a copy of a then-pending claim for indemnification asserted by Purchaser against Seller in accordance with Section 7.04 that has combined capitalnot been satisfied by Seller, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)withdrawn by Purchaser or otherwise fully resolved by the parties within 30 days following the day on which Purchaser first submitted the indemnification claim to Seller under Section 7.04, which Letter of Credit (i) notice shall name Landlord as beneficiary, (ii) be in state the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)such claim; provided, (iii) have a term of not less than three (3) yearshowever, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The provide that, within five Business Days of the Issuing Bank’s receipt of any such notice pursuant to this clause (b), the Issuing Bank shall make payment in the amount of any such claim (but in no event in excess of the then-remaining amount available to be drawn under the Letter of Credit) directly to the escrow agent pursuant to an escrow agreement to be entered into in substantially the form attached hereto as Exhibit H (the “Escrow Agreement”); or (c) within the 30-day period prior to the expiration of the Letter of Credit, a signed, written notice attaching a copy of any then-pending claim(s) for indemnification asserted by Purchaser against Seller in accordance with Section 7.04 that have not previously been satisfied by Seller, withdrawn by Purchaser or otherwise fully resolved by the parties (excluding any indemnification claims previously presented to the Issuing Bank pursuant to clause (b) above), which notice shall state the amount of such claim(s); provided, however, that the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless if the Issuing Bank sends notice receives one or more notices contemplated by this clause (c) within the “Non30-Renewal Notice”) day period prior to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not Credit, immediately prior to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit the Issuing Bank shall make payment in the amount of any such then-pending claim(s) (but in no event in excess of the then-remaining amount available to draw be drawn under the full amount Letter of Credit) directly to the escrow agent under the Escrow Agreement. Such escrow agent shall hold such funds in escrow in accordance with the terms of the Escrow Agreement pending the final determination of all such pending indemnification claims. In addition, the Letter of Credit shall provide that, until the expiration date of the Letter of Credit, by sight draft on the Issuing Bank, and Bank shall hold make payment to any Purchaser Indemnified Party presenting to the proceeds Issuing Bank the documents contemplated by clause (a) above within five Business Days after such presentation by wire transfer of immediately available funds to an account designated by such Purchaser Indemnified Party to the Issuing Bank (but in no event in excess of the then-remaining amount available to be drawn under the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositCredit).

Letter of Credit. (a) Upon the execution of this Lease, Tenant shall deliver has delivered to Landlord as security for the full and faithful performance and observance by Tenant of Tenant’s covenants and obligations under this Lease a standby, at sight, clean, irrevocable, non-documentary transferable and unconditional letter of credit (the “Letter of Credit Credit”) issued by and drawable drawn upon a money-center commercial bank reasonably approved by Landlord (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit shall: (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three one year, (3ii) yearsbe in the form attached to this Lease as Exhibit G or in such other form reasonably acceptable to Landlord, (iii) be for the account of Landlord, (iv) permit multiple drawingsbe in the amount of $527,902.50 (the “Security Deposit”), (v) except as otherwise provided in this Section 29.01, conform and be subject to Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 590, (vi) be fully transferable by Landlord without the payment of any fees or chargescharges therefor, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by Landlord shall be entitled to draw upon the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have upon presentation of a term expiration date sight draft only to an office of the Issuing Bank in the Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant presented and the Letter of Credit shall so specify. The to be drawn on via nationally recognized overnight courier or facsimile transmission), (viii) provide that the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafterthereafter during the Term of this Lease, unless the Issuing Bank sends shall send written notice (the “Non-Renewal Notice”) to Landlord (a) by registered or certified mail, return receipt requested, or (b) by nationally recognized overnight courier service (such as Federal Express) with verification of delivery requested, in either case, not less than forty-five (45) 45 days next preceding the then expiration date of the Letter of Credit that it the Issuing Bank elects not to have renew such Letter of Credit renewed. Credit, in which case Landlord shall have the right, after its receipt by sight draft on an office of the Non-Renewal Notice Issuing Bank in the Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be presented and until the expiration of the Letter of Credit to be drawn on via nationally recognized overnight courier or facsimile transmission), to receive the monies represented by the then existing Letter of Credit, and to hold such proceeds in a cash security deposit in accordance with this Article 29, and (ix) with respect to the Letter of Credit applicable to the last year of the Term, shall have an expiration date of not earlier than 60 days after the Expiration Date. The Issuing Bank shall have combined capital, surplus and undivided profits of at least $1 billion, a financial strength rating of at least “B”, and a long-term bank deposit rating of at least “Aa”, as published by Xxxxx’x Investors Services, Inc., or its successor (collectively, the “Issuing Bank Criteria”). If at any time during the term, the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another commercial bank approved by Landlord meeting the Issuing Bank Criteria within 45 days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, Credit and shall hold the proceeds in a cash security deposit in accordance with this Article 29. If, at any time, Landlord is holding proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as a cash security depositdeposit Tenant shall, within 30 days after demand by Landlord, replace such cash security deposit with a Letter of Credit (it being understood and agreed that Landlord shall, at all times, be entitled to be holding a Letter of Credit in the full amount of the Security Deposit issued by a Bank satisfying the Issuing Bank Criteria).

Letter of Credit. In order to secure the obligations of the ---------------- Company to indemnify and advance expenses to Indemnitee pursuant to this Agreement, the Company shall obtain and maintain for the benefit of Indemnitee, for a period of five years from the time of any Change in Control, an irrevocable standby letter of credit naming Indemnitee as the sole beneficiary (a) Upon the execution of this Lease, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional "Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”Credit"), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have be in an appropriate amount, not less than $1,000,000, issued by a term expiration date or be renewed annually for a period financial institution having assets in excess of three (3) years from the Commencement Date. If upon any transfer$100,000,000, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specifycontain terms and conditions reasonably acceptable to Indemnitee. The Letter of Credit shall provide that it shall be deemed automatically renewedIndemnitee may from time to time draw certain amounts thereunder, without amendment, for consecutive periods of one (1) year each thereafter, unless upon written certification by Indemnitee to the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date issuer of the Letter of Credit that it elects (a) Indemnitee has made a written request upon the Company for an amount not to have such less than the amount he is drawing under the Letter of Credit renewed. Landlord shall have and that the right, Company has failed or refused to provide him with such amount in full within thirty (30) days after its receipt of the Non-Renewal Notice request, or to advance expenses within ten (10) days after receipt of the request, (b) Indemnitee believes that he is entitled under the terms of this Agreement to the amount that he is drawing under the Letter of Credit, and until the expiration (c) there has not been a determination as contemplated under this Agreement that Indemnitee is not entitled to indemnification under this Agreement. The issuance of the Letter of Credit shall not in any way diminish the Company's obligation to draw indemnify Indemnitee to the full amount extent required by this Agreement. For the purposes hereof, a "Change in Control" shall be deemed to have occurred if (i) any "Person" (as such term is used in Section 13(c) and 14(d) of the Letter Securities Exchange Act of Credit1934, by sight draft on the Issuing Bankas amended), and shall hold the proceeds other than a trustee or other fiduciary holding securities under an employee benefit plan of the Letter corporation or a corporation owned directly or indirectly by the shareholders of Credit pursuant the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company's then outstanding voting securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders was approved by a vote of at least two- thirds (2/3) of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to the terms of this Paragraph 25.20 as cash security depositconstitute a majority thereof.

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

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

Letter of Credit. (a) Upon Notwithstanding anything to the execution contrary contained in Section 23.1 above, in lieu of this Leasea cash security deposit, Tenant shall may deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary transferable and unconditional letter of credit (the "Letter of Credit Credit") issued by and drawable drawn upon a money-center commercial bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “"Issuing Bank”)") which shall be a member bank of the New York Clearinghouse Association (or; in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and has combined capital, surplus and undivided profits shall have a net worth of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.0051,000,000,000, with appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), (iii) have a term of not less than three one year, (3ii) yearsbe; in the form of Exhibit F to this Lease, (iii) be for the account of Landlord, (iv) permit multiple drawingsbe in the amount of the Security Deposit, (v) except as otherwise provided in this Section 23.5, conform and be subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 400, (vi) be fully transferable by Landlord without the payment of any fees or chargescharges therefor, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges Landlord shall be so imposed, then such fees or charges shall be payable solely by Tenant and entitled to draw upon the Letter of Credit shall so specify. The upon presentation to the Issuing Bank of a sight draft only, and (viii) provide that the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafteryear thereafter during the Term of this Lease, unless the Issuing Bank sends shall send notice (the “"Non-Renewal Notice”") to Landlord by certified registered mail, return receipt requested, not less than forty-five thirty (4530) days next preceding the then expiration date of the Letter of Credit that it the Issuing Bank elects not to have renew such Letter of Credit renewed. Credit, in which case Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold to receive the proceeds of monies represented by the then existing Letter of Credit Credit, and to hold and/or disburse such proceeds pursuant to the terms of this Paragraph 25.20 Section 23 as cash security. Tenant acknowledges and agrees that the Letter of Credit shall be delivered to Landlord as security depositfor the faithful performance and observance by Tenant of all of tile covenants, agreements, terms, provisions and conditions of this Lease, and that Landlord shall have the right to draw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Landlord pursuant to this Section 23. In the event that Tenant shall elect to furnish the Letter of Credit in lieu of cash security, all references to the "Security Deposit" in this Section 23 shall be deemed to refer to the Letter of Credit, or any proceeds thereof as may be drawn upon by Landlord.

Letter of Credit. (a) Upon As additional security for the execution full and faithful payment of all sums due under this Lease and the full and faithful performance of every covenant and condition of this LeaseLease to be performed by Tenant, within ten (10) business days after execution and delivery of this Lease by Landlord and Tenant, Tenant shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be credit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS $1,133,622 ($700,000.00), the “LC Amount”) in favor of Landlord and effective immediately upon issuance (iii) have a term of not less than three (3) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on the “Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisionsCredit”), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit initially delivered pursuant to this paragraph and all substitutions, replacements and renewals of it, must be consistent with and shall have a term expiration date or be renewed annually for a period of three satisfy all the following requirements: (3i) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The be clean, irrevocable and unconditional; (ii) the Letter of Credit must be issued by a bank which is a member of the New York Clearing House and which has a banking office dedicated to the administration and payment of letters of credit in the State of California, which bank must be satisfactory to Landlord in its reasonable discretion; (iii) the Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of its issuance and shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) its automatic renewal from year each thereafter, to year unless terminated by the Issuing Bank sends issuing bank by notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, given not less than forty-five sixty (4560) days next preceding prior to its expiration date by registered or certified mail (and the then final expiration date of the Letter of Credit that and all renewals of it elects not to have such Letter of Credit renewed. Landlord shall have be no earlier than sixty (60) days following the right, after its receipt end of the Non-Renewal Notice and until the expiration of Lease Term); (iv) the Letter of Credit to draw may be drawn at the full amount State of California banking office of the Letter issuer and must allow for draws to be made at sight pursuant to a form of Credit, draw request which has been approved by sight draft on the Issuing Bank, and shall hold the proceeds of Landlord; (v) the Letter of Credit pursuant must allow for one draw in the whole amount or multiple partial draws (and Landlord shall not, as a condition to any draw, be required to deliver any certificate, affidavit or other writing to the terms issuer expressing the basis for the draw; nor shall the issuer have the right to inquire as to the basis for the draw or require instruction or authorization from any party other than Landlord; nor shall issuer be permitted to withhold a draw, when requested by Landlord, as a result of this Paragraph 25.20 any instruction from any other party); (vi) the Letter of Credit shall be freely transferable by Landlord, provided that Tenant shall only be responsible for the fees in connection with the first such transfer; (vii) the Letter of Credit shall be governed by (A) the International Standby Practices SP 98 published by the International Chamber of Commerce and (B) the United Nations Convention on Independent Guarantees and Standby Letters of Credit; and (viii) the Letter of Credit shall otherwise be in such form as cash security depositLandlord may require. Without limiting the generality of the foregoing, the Letter of Credit must be issued by a bank or financial institution reasonably acceptable to Landlord (x) that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, (y) whose long-term debt ratings on bank level senior debt obligations are rated in not lower than the third highest category by at least two of Fitch Ratings Ltd. (“Fitch”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies”) (which, as of the date hereof, shall mean A from Fitch, A from Moody’s or As from S&P) and (z) which has a short-term deposit rating at the bank level in the highest category from at least two Rating Agencies (which shall mean F1 from Fitch, P-1 from Moody’s and A-1 from S&P) (the “Issuer”). Landlord hereby approves Xxxxx Fargo Bank as the Issuer. The Letter of Credit shall be in substantially the form attached hereto as Exhibit G and incorporated by reference herein.

Letter of Credit. (aA) Upon Concurrently with the execution of this Lease, Tenant shall deliver pay to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be security deposit in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS One Million One Hundred Forty Thousand Three Hundred Seventy Eight Dollars and Sixty Cents ($700,000.001,140,378.60) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (iiithe “Letter of Credit”) have a term of not less than three provided that cash may be deposited at the Commencement Date for up to sixty (360) years, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any draw on days while Tenant secures the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlordconformance with this Section 16.26. The Letter of Credit shall have (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term expiration date issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service, (ii) be renewed annually substantially in the form attached hereto as Exhibit J or on another form reasonably satisfactory to Landlord, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts, or by facsimile with presentation by overnight delivery the next day, and (iv) provide that any notices to Landlord be sent to the notice address provided for a period Landlord in this Lease. Landlord acknowledges that the letter of three (3) years from credit issued by Silicon Valley Bank simultaneously with the Commencement Dateexecution of this Lease has been approved by Landlord. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon any transfer, any fees or charges shall be so imposed, then the Letter of Credit. Any such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods a term of one (1) year each thereafter, unless and shall in either case provide for automatic renewals through the Issuing Bank sends notice date which is sixty (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (4560) days next preceding subsequent to the then scheduled expiration date of this Lease (as the same may be extended) or if the issuer will not grant automatic renewals, the Letter of Credit that it elects shall be renewed by Tenant each year and each such renewal shall be delivered to and received by Landlord not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until later than thirty (30) days before the expiration of the then current Letter of Credit (herein called a “Renewal Presentation Date”). In the event of a failure to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the so deliver any such renewal Letter of Credit pursuant on or before the applicable Renewal Presentation Date, Landlord shall be entitled to present the then existing Letter of Credit for payment and to receive the proceeds thereof, which proceeds shall be held as Tenant’s security deposit, subject to the terms of this Paragraph 25.20 as cash Section 16.26. Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. Upon the occurrence of any default of Tenant, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor the Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord.

Letter of Credit. (a) Upon To secure the execution due and punctual performance of this all Hattiesburg Lease Obligations assumed by Purchaser, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms of the Hattiesburg Lease, Tenant at Closing Purchaser shall deliver to Landlord a standby, at sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a Seller an irrevocable standby letter of creditcredit in favor of Seller and satisfying the following requirements: (i) it is a sight draft letter of credit from a financial institution (hereinafter referred the "Issuer") acceptable to as the “Issuing Bank”)Seller, in its sole and absolute discretion; provided, however, any financial institution having a Credit Rating of "A1" or higher from Xxxxx'x or "A+" or higher from S&P; (ii) it has combined capital, surplus and undivided profits an initial face amount of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS $2,500,000 ($500,000,000.00), which Letter the "Initial Face Amount") and thereafter reduced on each annual anniversary thereof by an amount equal to one-ninth of Credit (i) shall name Landlord as beneficiary, (ii) be in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00), Initial Face Amount; (iii) have a term it has an expiration date of not less than three one (31) years, year from the Closing Date and thereafter renewed annually through the term of the Hattiesburg Lease at least thirty (30) calendar days prior to the expiration date (and may be drawn on by the holder thereof if not so renewed); (iv) permit multiple drawings, it is freely assignable by Seller; (v) it may be fully transferable drawn upon by Landlord without Seller to the payment of extent necessary to cure any fees defaults by the tenant (whether or charges, not such tenant shall be Purchaser) under the Hattiesburg Lease; and (vi) require that any draw on it is otherwise reasonably satisfactory to Seller and is substantially similar to the letter of credit in the form attached hereto as Exhibit "E" (a letter of credit satisfying the foregoing requirements is herein called a "Letter of Credit"). If the Issuer ceases to have a Credit Rating of "A+" or higher by S&P or "A1" or higher by Xxxxx'x, Purchaser shall, within thirty (30) calendar days of the rating downgrade, replace the Letter of Credit be made only upon receipt with one issued by a bank having such rating (and if Purchaser fails to so replace the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually within thirty (30) days after such rating downgrade, and for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and long as the Letter of Credit shall so specifynot have been replaced, Purchaser may drawn upon the Letter of Credit). The Purchaser shall pay any and all costs and expenses associated with Purchaser's changing the Issuer or substituting a new Letter of Credit for an existing Letter of Credit. If, at any time after Closing, Purchaser shall procure and deliver to Seller a written, unconditional, irrevocable release from the landlord under the Hattiesburg Lease and/or any other party to which Seller may be liable thereunder, which release shall be in form and substance reasonably acceptable to Seller, but in any event releasing Seller of all Hattiesburg Lease Obligations howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, and regardless of when existing or due, then Purchaser's obligations under this Section 2.6 to provide the Letter of Credit shall provide that it terminate and Purchaser shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless cause the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date termination of the Letter of Credit that it elects not without cost or liability to have Seller. Neither the procurement and delivery of any such Letter of Credit renewed. Landlord shall have release nor the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount termination of the Letter of Credit, by sight draft on shall affect the Issuing Bank, Guaranty (hereinafter defined) and such Guaranty shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security depositremain in full force and effect. This Section 2.6 shall survive Closing.

Letter of Credit. (a) Upon the Tenant shall deliver to Landlord concurrently with its execution of this Lease, Tenant shall deliver to Landlord a standbyas security for the performance of Tenant’s covenants and obligations under this Lease, at sight, clean, irrevocable, non-documentary and unconditional an original irrevocable standby letter of credit (the “Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts depositsCredit”) in the amount set forth in Paragraph 2.d. above, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00), which Letter of Credit (i) shall name naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (iior any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to perform. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord, with an Oakland or San Francisco, California, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) be day after the Expiration Date (or, in the amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)alternative, (iii) have a term of not less than three one (31) yearsyear and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, (iv) permit multiple drawingsup to the face amount thereof. If, (v) be fully transferable by Landlord without the payment of at any fees or charges, (vi) require that any draw on period while the Letter of Credit is required to be made only upon receipt by in effect hereunder, the financial condition of the issuing Bank bank materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a written letter sight draft from landlord certifying Landlord together with a statement by Landlord that an Event the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of Default has occurred and is then continuingthis Lease, and (vii) provide that it is governed by shall be in the uniform Customs and Practice for Documentary Credits (1993 revisions)form attached hereto as Exhibit D, and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter has an expiration date earlier than sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension of Credit the term) Tenant shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods evidence of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration renewal of the Letter of Credit to draw Landlord at least sixty (60) days prior to the full amount of date the Letter of Credit, by sight draft Credit expires. If Landlord draws on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount specified in Paragraph 25.20 2.d. above. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the entire balance of the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as cash provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security depositfor Tenant’s performance under this Lease, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, within sixty (60) days thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. To the extent applicable, Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the proceeds of the Letter of Credit to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2).

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

Letter of Credit. (a) Upon On or prior to the execution of this LeaseCommencement Date, Tenant shall deliver to Landlord a standbyas security for the performance of Tenant’s obligations hereunder, at sightincluding without limitation, cleanTenant's obligations to maintain insurance herein and to pay Rent and Real Estate Taxes hereunder, irrevocable, non-documentary an irrevocable letter of credit in the amount of One Million Seven Hundred Fifty Thousand and unconditional 00/100 Dollars ($1,750,000.00) (the “Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of creditCredit”) (hereinafter referred to in the form attached hereto as the “Issuing Bank”), and has combined capital, surplus and undivided profits of not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00)Exhibit G, which Letter of Credit (i) Credit, or any replacement thereof, shall name Landlord as beneficiary, (ii) be in place throughout the amount Term and in each case expressly providing that if an Event of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00)Default occurs then Landlord shall be entitled, (iii) have a term of not less than three (3) yearsat Landlord's election, (iv) permit multiple drawings, (v) be fully transferable by Landlord without the payment of any fees or charges, (vi) require that any to draw on upon the Letter of Credit to the extent necessary to cure such Event of Default and that if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or 7.01(i) of the Lease, then Landlord also shall be made only entitled, at Landlord’s election, to draw upon receipt the Letter of Credit to pay Landlord any damages to which Landlord is entitled in accordance with the terms of the Lease. Tenant may replace the initial Letter of Credit with a replacement letter of credit issued by Xxxxx Fargo Bank, National Association or by any U.S. commercial bank or the issuing Bank U.S. branch office of a written letter from landlord certifying that foreign bank with (i) a credit rating of at least (x) BBB+ by Standard & Poor’s, (y) Baa1 by Xxxxx’x, or (z) BBB+ by Fitch, and (ii) assets of $30 billion or more. If an Event of Default has occurred and is occurs, then continuingLandlord shall be entitled, and (vii) provide that it is governed by at Landlord's election, to draw upon the uniform Customs and Practice for Documentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date to the extent necessary to cure such Event of Default. Additionally, if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or be renewed annually for a period 7.01(i) of three (3) years from the Commencement Date. If upon any transferthis Lease, any fees or charges then Landlord shall be so imposedentitled, then such fees or charges shall be payable solely by Tenant and at Landlord’s election, to draw upon the Letter of Credit to pay Landlord any damages to which Landlord is entitled in accordance with the terms of this Lease. Any replacement of the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewedinclude similar draw, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends transfer and notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of terms as contained in the Letter of Credit that it elects but such replacement is not required to have such Letter of Credit renewed. Landlord shall have the right, after its receipt of the Non-Renewal Notice and until the expiration of the Letter of Credit to draw the full amount of the Letter of Credit, by sight draft be on the Issuing Bank, and shall hold same form as Exhibit G; it being acknowledged by Landlord that the proceeds bank issuing such replacement may require the use of the Letter its form of Credit pursuant to the terms letter of this Paragraph 25.20 as cash security depositcredit.