Common use of Letter of Credit Clause in Contracts

Letter of Credit. 27.1 Upon signing this Lease, Tenant shall cause to be delivered to Landlord an original irrevocable standby letter of credit (the “Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, Tenant shall cause to be delivered to Landlord an original unconditional, clean, irrevocable standby letter of credit (the “Letter of CreditL-C”) in the amount specified set forth in the Basic Lease Information Section 21.3 below (the “Letter of Credit L-C Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 L-C shall be issued by a major commercial bank with which accepts deposits, maintains accounts, has a local San FranciscoFrancisco office which will negotiate a letter of credit, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2F1”, and a long term Fitch Rating which is not less than “BBB”A”(or in the event such Fitch Ratings are no longer available, a short term comparable rating from Standard and Poor’s Financial Services, LLC (“S&P”Professional Rating Service or Xxxxx’x Professional Rating Service) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit , and which L-C shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, be in the alternativeform of Exhibit G, have a term attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of not this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than one (1) year 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 after the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunderof the Lease Term, up to the face amount thereof. 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 as 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Leasemay be extended, and with no other conditions, Tenant shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter deliver a new L-C or certificate of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty forty-five (6045) days prior to the date expiration of the Letter of Credit expires. If Landlord draws L-C then held by Landlord, without any action whatsoever on the Letter part of Credit pursuant Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the terms hereofUniform Customs and Practices for Documentary Credits (1993-Rev), Tenant shall immediately replenish International Chamber of Commerce Publication #500, or the Letter International Standby Practices-ISP 98, International Chamber 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 Letter of Credit AmountCommerce Publication #590. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter L-C if any of Credit if the applicable rating following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the Letter amount of Credit the applicable L-C Amount, within twenty-five ten (2510) 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) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 L-C shall be deemed to fail to meet the requirements of this section 27.1Article 21, and, within twenty-five ten (2510) days following Landlord’s notice to Tenant of such receivership or conservatorshipconservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such Letter of Credit L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating ThresholdThreshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this section 27.1Article 21. Tenant’s failure If Tenant fails to deliver any replacementreplace such L-C with such conforming, additional or extension substitute letter of credit pursuant to the Letter terms and conditions of Creditthis Section 21.1, or evidence of renewal of the Letter of Creditthen, within the time specified under notwithstanding anything in this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentencecontrary, Landlord shall hold have the funds received from right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the Letter of Credit as security for Tenant’s performance under this Lease, and Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to aforesaid ten (10) day period). Tenant with respect thereto. No purchaser at any judicial or private foreclosure sale of the Building or any portion thereof, shall be responsible to Tenant for such security deposit unless the payment of any and only to all costs incurred with the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination review of this Lease, 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 Xxxxxx has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, replacement L-C (including without limitation of the scope of such waiverLandlord’s reasonable attorneys’ fees), acknowledges that Landlord may use all which replacement is required pursuant to this Section or any part of the Letter of Credit or the proceeds thereof 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)is otherwise requested by Tenant.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered may ---------------- deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “"Letter of Credit”") issued by and drawable upon (i) Bank of Boston or (ii) any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information San Francisco, California, satisfactory to Landlord (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 Dollars ($500,000,000.00). Such Letter of Credit Amount”), naming shall (a) name Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided (b) be in the Lease or by applicable lawamount of the Security Deposit, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”c) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1d) year and permit multiple drawings, (e) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (f) otherwise be in form and content satisfactory to Landlord. If upon any transfer 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 has an shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term 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) days next preceding the then expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 hereof, of this Article 33 until Tenant shall immediately replenish the delivers to Landlord a substitute Letter of Credit or provide Landlord with an additional letter of credit conforming to which meets the requirement requirements of this paragraph so Section 33.2. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating of Issuing Bank at an office location in San Francisco, California, or with respect to the Bank has been reduced below of Boston, any of its offices in the Bank’s States of California or New York. The Letter of Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing 22.1 Landlord and Tenant hereby agree that Section 1.10 and Article V of the Office Lease are hereby deleted in their entirety and any references in the Office Lease to the L-C or the Security Deposit shall refer to the L-C or Cash Security Deposit (as those terms are defined in this LeaseSecond Amendment), as the context requires. Landlord and Tenant acknowledge that Landlord is currently holding a letter of credit (Irrevocable Standby Letter of Credit No. SVBSF005146), dated March 12, 2008, as amended, issued by Silicon Valley Bank in the current amount of Six Hundred Forty-Two Thousand Five Hundred Eighty-Eight and 80/100 Dollars ($642,588.80) (the “Existing L-C”). Landlord and Tenant further acknowledge Tenant shall cause deliver to be delivered to Landlord Landlord, within seven (7) business days after Tenant’s execution of this Second Amendment, an original unconditional, clean, irrevocable standby letter of credit (the “Letter of CreditL-C”) in the amount specified set forth in the Basic Lease Information Section 22.3 below (the “Letter of Credit L-C Amount”). Until the L-C is delivered, naming Landlord shall continue to hold the Existing L-C and the terms of this Section 22 shall apply as beneficiarythough the Existing L-C were the L-C hereunder; provided, which Landlord may draw uponhowever, without prejudice Tenant’s failure to any other remedy provided timely deliver the L-C (in the Lease form of either a new letter of credit or by applicable law, an amendment to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s Existing L-C) shall constitute a breach by Tenant under the Lease, 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 performas amended. The Letter of Credit L-C shall be issued by a major commercial money-center, solvent and nationally recognized bank with (a bank which accepts deposits, maintains accounts, has a local San Francisco/Bay Area office which will negotiate a letter of credit, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be ) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2F1”, and a long term Fitch Rating which is not less than “BBB”A”(or in the event such Fitch Ratings are no longer available, a short term comparable rating from Standard and Poor’s Financial Services, LLC (“S&P”Professional Rating Service or Xxxxx’x Professional Rating Service) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, which L-C shall be in the form of Exhibit E, attached hereto as Exhibit D, or otherwise acceptable to Landlord in its sole and otherwise be in absolute discretion. Landlord hereby agrees to accept the form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the termExisting L-C; provided that, as condition to such acceptance, within seven (7) Tenant shall provide evidence business days after Tenant’s execution of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereofthis Second Amendment, Tenant shall immediately replenish the Letter of Credit or provide deliver to Landlord with an additional letter of credit conforming amendment to the requirement Existing L-C (x) extending the final expiration date of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition Existing L-C to the other reasons set forth herein entitling “L-C Expiration Date” as defined below (and in such case, the Existing L-C held by Landlord to draw down on under the Letter of CreditLease, Landlord, or its then managing agentas amended, shall also have constitute the right to draw down an amount up to the face amount L-C), and (y) adding as alternative statements which may be made by Landlord in its certification under item 3 of the Letter of Credit if Existing L-C the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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).following: “OR

Letter of Credit. 27.1 Upon signing this Lease[The following provisions shall apply, Tenant if, but only if, Subtenant is required to deliver a letter of credit pursuant to Section 7.5(3) of the Lease in the amount of the greater of one year of the fixed rent plus one year of the additional rent for Taxes and Operating Expenses payable under the Lease in respect of the portion of the subleased space and one year of the fixed rent plus one year of the additional rent for Taxes and Operating Expenses payable under the sublease in respect of the subleased space.] Subtenant shall cause deliver to be delivered Lessor, upon Subtenant’s attornment to Landlord an original irrevocable standby and as a condition of Lessor’s recognition of Subtenant pursuant to the terms hereof, a Letter of Credit (as hereinafter defined) in the amount specified in the Lease as a guaranty for the faithful performance and observance by Subtenant of the terms, covenants and conditions of the Sublease. The letter of credit shall be in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided ) and in the Lease or by applicable lawevent that the Issuing Bank is not located in the United States, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Confirming Bank”), which, in each case, is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service, or, at Lessor’s option, a waiver of any other rights of Landlord with respect bank otherwise reasonably acceptable to such default or failure to performLessor. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1c) year permit multiple drawings, (d) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (e) otherwise be automatically renewable for an additional one (1) year period unless notice in form and content reasonably satisfactory to Landlord. If upon any transfer of non-renewal is given the Letter of Credit any fees or charges shall be so imposed, then such fees or charges shall be payable solely by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) Subtenant and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. In addition, the Letter of Credit shall specify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Subtenant shall reimburse Landlord therefor upon demand. The Letter of Credit and any confirmation thereof shall provide thatthat it shall be automatically renewed (and confirmed, if required), without amendment or need for any other action, for consecutive periods of one year each thereafter during the term of the Sublease as the same may be extended (and in the no event of Landlord’s assignment or other transfer of its interest in this Lease, shall the Letter of Credit expire prior to the 45th day following the expiration date of the Sublease) unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which shall be freely transferable by Landlordaddressed “Attention, without charge Chief Legal Officer” and without recoursethe other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit or that the Confirming Bank has elected not to continue to confirm the Letter of Credit, as the case may be. The Issuing Bank shall agree with all beneficiaries, drawers, endorsers, transferees 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 assignee Issuing Bank (or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transfereeConfirming Bank, if applicable) at an office location in New York, New York. The Letter of Credit shall provide for payment be subject in all respects to Landlord upon the issuer’s receipt International Standby Practices 1998, International Chamber of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled Commerce Publication No. 590. If Subtenant exercises any option to such payment extend the term of the Sublease pursuant to the provisions Sublease, if any, then, not later than 90 days prior to the commencement of this Leasethe renewal thereof, and with no other conditions, Tenant shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory deliver to Landlord. If the Landlord a new Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any or certificate of renewal or extension of evidencing that the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit to Landlord is at least sixty (60) 45 days prior to after the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount expiration of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)term.

Letter of Credit. 27.1 Upon signing Subject to other provisions of this paragraph Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount of $158,681.25 and upon each anniversary of the Term or Renewal Term shall amend said Letter of Credit such that at all times the face amount or the Letter of Credit shall equal three (3) months then prevailing Fixed Rent 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 cause to be delivered to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided ) and in the Lease or by applicable lawevent that the Issuing Bank is not located in the United States, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of any other rights New York (the “Confirming Bank”), which, in each case, is then rated, without regard to qualification of Landlord with respect to such default rating by symbols such as “+” or failure to perform“-” or numerical notation, “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1c) year permit multiple drawings, (d) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (e) otherwise be automatically renewable for an additional one (1) year period unless notice in form and content reasonably satisfactory to Landlord. If upon any transfer of non-renewal is given the Letter of Credit any fees or charges shall be so imposed, then such fees or charges shall be payable solely by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) Tenant and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. In addition, the Letter of Credit shall specify 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 and any confirmation thereof shall provide thatthat it shall be automatically renewed (and confirmed, if required), without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in the no event of Landlord’s assignment or other transfer of its interest in this Lease, shall the Letter of Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which shall be freely transferable by Landlordaddressed “Attention, without charge Chief Legal Officer” and without recoursethe other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit or that the Confirming Bank has elected not to continue to confirm the Letter of Credit, as the case may be. The Issuing Bank shall agree with all beneficiaries, drawers, endorsers, transferees 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 assignee Issuing Bank (or transferee Confirming Bank, if applicable) at an office location in New York, New York or by fax or mail to a banking office outside of such interest and the bank shall confirm the same to Landlord and such assignee or transfereeNew York. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant be subject in all respects to the provisions International Standby Practices 1998, International Chamber of this LeaseCommerce Publication No. 590, and as the same may be amended or replaced. Notwithstanding the foregoing Tenant may initially deposit with no other conditions, shall be Landlord cash security in the form attached hereto as Exhibit Damount of $158,681.25, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least provided that within sixty (60) days prior to the date the of execution of this Lease Tenant simultaneously exchanges a Letter of Credit expiresfor such cash security. If Landlord draws on Additionally, during the Letter of Credit pursuant to Term or the terms hereofRenewal Term, Tenant shall immediately replenish the Letter of Credit or provide Landlord with be entitled to exchange 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such existing Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 another Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under compliant with this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)Article.

Letter of Credit. 27.1 Upon signing For each and every Distributor purchase order submitted according to Section 2 (a), Distributor shall deliver to Conor, as collateral for the full and faithful performance by Distributor of all of its obligations under this LeaseAgreement, Tenant shall cause to be delivered to Landlord an original irrevocable standby and unconditional negotiable letter of credit (the “Letter of Credit”) in the amount specified in of the Basic Lease Information purchase order (the “Letter of Credit LC Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 performpayable at sight. The Such Letter of Credit shall be issued by a major commercial solvent nationally recognized United States bank or financial institution with a long term debt rating of BBB or higher, (as rated by Standard & Poor’s) or Baa or higher (as rated by Xxxxx’x Investors Service) that is under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, and that has a branch office in San Francisco, California service and claim point for the California, from which Conor may draw on such Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than (i) remain valid and subject to the sixtieth (60thterms of this Section 2(i) day after for the Expiration Date (orterm the Agreement, in and if the alternativeLetter of Credit is replaced, have a renewed, or extended during the term of not less than one this Agreement, Distributor shall deliver a new Letter of Credit or certificate of renewal or extension to Conor at least thirty (1) year 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 (6030) days prior to the expiration thereofof the expiring Letter of Credit, without any action whatsoever on the part of Conor; (ii) and shall provide that Landlord may make partial and multiple draws thereunder, up be subject to the face amount thereofUniform Customs and Practices for Documentary Credits, ICC Publication No. 500, (iii) be fully assignable by Conor; and (iv) permit partial draws. In additionaddition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall provide thatbe acceptable to Conor, in the event of LandlordConor’s assignment or sole discretion, and shall provide, among other transfer of its interest in this Leasethings, the that: (A) such Letter of Credit shall be freely transferable by Landlordirrevocable, 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Leaseunconditional, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof payable at sight; (including any renewal or extension of the termB) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, LandlordConor, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if upon the applicable rating presentation to the issuing bank of Conor’s statement that such amount is due to Conor under the terms and conditions of this Agreement, it being understood that such statement shall be signed by any member of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter senior management of credit, conforming in all respects to the requirements of this section 27.1 Conor and; (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in C) the Letter of Credit Amount, within twenty-five (25) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease will be honored by the issuing bank without inquiry as to the contrary). In addition, in accuracy thereof and regardless of whether the event Distributor disputes the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant content of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)statement.

Letter of Credit. 27.1 Upon signing this Lease, Tenant (A) Lessee shall cause deliver to be delivered to Landlord Lessor and maintain an original irrevocable standby letter of credit (the “Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or form attached hereto as Exhibit D running in favor of Lessor issued by applicable lawa bank reasonably approved by Lessor, in an amount equal to One and One-Half times the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 performthen current Annual Base Rent. The Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point irrevocable for the Letter term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank being referred shall have the right not to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The renew said Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of on written notice to Lessor not less than one (1) year 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 of the then current term thereof (it being understood, however, that Landlord may make partial and multiple draws thereunder, up the privilege of the issuing bank not to the face amount thereof. In addition, the renew said Letter of Credit shall provide thatnot, in any event, diminish the event obligation of Landlord’s assignment or other transfer Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its interest in this Leaseintent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be freely transferable by Landlordan immediate event of default without notice and opportunity to cure, without charge occasioning the right of Lessor or any or its successor's 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord assigns to draw down on the Letter of Credit, Landlord, or Credit in its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable theretoentirety, notwithstanding anything in this Lease to the contrary). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing Subject to other provisions of this paragraph Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount of $105,787.50 and upon each anniversary of the Term or Renewal Term shall amend said Letter of Credit such that at all times the face amount of the Letter of Credit shall equal two (2) months then prevailing Fixed Rent 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 cause to be delivered to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided ) and in the Lease or by applicable lawevent that the Issuing Bank is not located in the United States, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of any other rights New York (the “Confirming Bank”), which, in each case, is then rated, without regard to qualification of Landlord with respect to such default rating by symbols such as “+” or failure to perform“-” or numerical notation, “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1c) year and permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (e) otherwise be in form and content reasonably satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including upon any renewal or extension of the term) Tenant shall provide evidence of renewal transfer of the Letter of Credit to Landlord at least sixty (60) days prior to the date any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit expiresshall specify that it is transferable without charge to Landlord. If Landlord draws on pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit and any confirmation thereof shall provide that it shall be automatically renewed (and confirmed, if required), without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the Letter of Credit pursuant expire prior to the terms hereof45th day following the Expiration Date) unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, Tenant return receipt requested (one of which shall immediately replenish be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew 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 Confirming Bank has elected not to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition continue to the other reasons set forth herein entitling Landlord to draw down on confirm the Letter of Credit, Landlord, or its then managing agent, shall also have as the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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).case may

Letter of Credit. 27.1 Upon signing this LeaseAn unconditional, Tenant shall cause to be delivered irrevocable sight draft letter of credit, drawable in the San Francisco Bay Area, issued by a national bank reasonably satisfactory to Landlord (provided that Landlord hereby approves Silicon Valley Bank as an original irrevocable standby letter acceptable issuer of credit (the “a Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice beneficiary and otherwise in form and substance reasonably satisfactory to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 performLandlord. The Letter of Credit shall be issued by for a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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) term and shall provide provide: (i) that Landlord may make partial and multiple draws thereunder; (ii) that if Tenant fails to pay any Rent due under the Lease (or a Deferred Rent Loan Payment pursuant to Section 1.1(8)) after applicable notice and cure periods, up if any, with respect to any provision of the face amount thereof. In additionLease, Landlord 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 has the right to draw upon the Letter of Credit pursuant to the terms of the Lease or the Tenant has filed a petition of bankruptcy; (iii) that notwithstanding such statement, the bank shall provide thathonor such draw without inquiry and the bank shall not have the authority, ability, right or discretion to inquire as to the basis for such statement; (iv) that in the event of Landlord’s assignment or other transfer of its interest in this the Lease, the Letter of Credit shall be freely transferable by Landlord, one or more times, without charge and without recourse, recourse to the Landlord or 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 sight draft from Landlord together with Landlord’s certificate certifying interest; (v) that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an 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 date earlier than of its term for additional one (1) year periods, not to extend beyond sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension Date of the termLease; and (vii) Tenant shall provide evidence of renewal that if the bank does not confirm the extension of the Letter of Credit to Landlord at least sixty thirty (6030) days prior to the relevant annual expiration date the or if Tenant does not substitute a replacement Letter of Credit expires. If by such date, or if a monetary Default occurs under the Lease, Landlord draws shall be entitled to draw on the Letter of Credit pursuant and to hold and apply such funds as an additional Security Deposit in accordance with the terms hereof, Tenant shall immediately replenish of the Lease. A 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), substantially in the Letter form of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 Rider 2 attached hereto shall be deemed to fail to meet satisfy the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)foregoing requirements.

Letter of Credit. 27.1 Upon signing this Lease, Tenant shall cause to be delivered deliver the Security Deposit to Landlord in the form of an original irrevocable standby letter of credit in the amount of the Security Deposit in the form attached hereto as Exhibit E (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the amount specified in the Basic Lease Information California (the “Letter of Credit AmountIssuing Bank”), naming ) that is reasonably approved by Landlord as beneficiary, which Landlord may draw uponand is then rated, without prejudice regard to any other remedy 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 Ratings Service (and is not on credit-watch with negative implications). Except as otherwise provided in the Lease or by applicable lawform attached as Exhibit E, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of (i) name Landlord with respect to such default or failure to perform. The Letter of Credit shall as beneficiary, (ii) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternativeamount of the Security Deposit, (iii) have a term of not less than one year, (1iv) year permit multiple drawings, (v) be fully transferable by Landlord multiple times without the consent of Tenant, and without the payment of any fees or charges, (vi) be automatically renewable unconditional except for an additional one any reasonable demand requirements of the Issuing Bank (1such as a statement from Landlord that Tenant is in default), and (vii) year period unless notice otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer 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, up to the face amount thereof. In addition, the Letter of Credit shall provide thatCredit, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit charges shall be freely transferable so imposed, then such fees or charges shall be payable solely 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 transfereeTenant. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, it shall be in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If Term through the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord that is at least sixty (60) days after the final Expiration Date (as may be extended pursuant to Tenant’s right to renew pursuant to Section 41), unless the Issuing Bank sends a notice (the “Non-Renewal Notice”) to Landlord by registered mail, return receipt requested, or by receipted courier service, not less than thirty (30) days prior to the then-current expiration date of the Letter of Credit expiresCredit, stating that the Issuing Bank has elected not to renew the Letter of Credit. If Tenant fails to provide a Replacement Letter of Credit (as defined below) within ten (10) business days of Landlord’s receipt of a Non-Renewal Notice, Landlord draws shall have the right, upon receipt of a Non-Renewal 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 hereof, of Section 7.1 and this Section 7.2 until the Tenant shall immediately replenish provides 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Replacement Letter of Credit, Landlordat which time Landlord must return the cash Security Deposit to Tenant, or its then managing agent, and Landlord shall also have retain the right to draw down an amount up Replacement Letter of Credit pursuant to the face amount terms hereof. The Letter of Credit shall state that drafts drawn under and in compliance with the terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in California. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements International Standby Practices 1998, International Chamber of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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)Commerce. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. cooperate, at Tenant’s failure expense, with Landlord to promptly execute and deliver to Landlord any replacementand all modifications, additional or extension amendments and replacements of the Letter of Credit, or evidence of renewal of as Landlord may reasonably request to carry out the Letter of Creditintent, within the time specified under this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, terms and 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 purchaser at any judicial or private foreclosure sale of the Building 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 conditions of this Lease, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)7.2.

Letter of Credit. 27.1 Upon signing this LeaseNotwithstanding anything to the contrary contained in Section 23.1 above, in lieu of a cash security deposit, Tenant shall cause to be delivered may deliver to Landlord an original irrevocable standby a clean, irrevocable, transferable and unconditional letter of credit (the “Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 and drawn upon a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being hereinafter referred to herein as the “Issuing Bank”), ) which Bank must have shall be a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) member bank of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date New York Clearinghouse Association (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and shall have a net worth of not less than $10,000,000,000, with appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) have a term of not less than one year, (1ii) year 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, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as of Exhibit DF, and otherwise (iii) be for the account of Landlord, (iv) be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating ThresholdSecurity Deposit, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25v) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything except as otherwise provided in this Lease Section 23.5, conform and be subject to the contrary)Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. In addition400, in the event the Bank is placed into receivership (vi) be fully transferable by Landlord without any fees or conservatorship charges payable by the Federal Deposit Insurance Corporation or any successor or similar entityLandlord therefor, then, effective as of the date such receivership or conservatorship occurs, said Letter of Credit (vii) provide that Landlord shall be deemed to fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 entitled to draw upon the Letter of Credit then in effect andupon presentation to the Issuing Bank of a sight draft only, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates and (viii) provide that the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building or any portion thereof, shall be responsible to Tenant deemed automatically renewed, without amendment, for such security deposit unless and only to consecutive periods of one year each year thereafter during the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination Term of this Lease, unless the Issuing Bank shall send notice (the “Non-Renewal Notice”) to Landlord shall by registered or certified mail, return to Tenant receipt requested, or by reputable overnight courier with receipt acknowledged, not less than thirty (30) days next preceding 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then existing Letter of Credit (unless Tenant shall deliver to Landlord, at least twenty (20) days prior to the date on which the existing Letter of Credit is set to expire, time being of the essence, a replacement Letter of Credit that shall strictly comply with all of the provisions of this Section 23.5 or a cash Security Deposit), and to hold and/or disburse such proceeds pursuant to the terms of this Section 23 as cash security. Tenant acknowledges and agrees that the Letter of Credit shall be delivered to Landlord as security for 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. 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 Article 23 shall be deemed to refer to the Letter of Credit, or any proceeds thereof 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)as may be drawn upon by Landlord.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered may deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit (the “"Letter of Credit”") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit Amount”"Issuing Bank"), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by applicable lawXxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $500,000,000. The Letter of Credit shall (a) name Landlord as beneficiary, (b) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternativeamount of the Security Deposit, (c) have a term of not less than one year, (1d) year permit multiple drawings, (e) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (f) otherwise be automatically renewable for an additional one (1) year period unless notice in form and content reasonably satisfactory to Landlord. If upon any transfer of non-renewal is given the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) Tenant and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. 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 transfereeso specify. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, it shall be in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If Term through the Letter of Credit has an expiration date earlier than 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 45 days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 hereof, Tenant shall immediately replenish the of this Article. The Letter of Credit or provide Landlord shall state that drafts drawn under and in compliance 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office in Manhattan. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered may deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the form attached hereto as Exhibit F (the “"Letter of Credit”") in the amount specified of the Security Deposit issued by and drawable upon (x) First Union National Bank or (y) any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the Basic Lease Information City of New York (the “Letter of Credit Amount”"Issuing Bank"), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by applicable lawXxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $500,000,000. The Letter of Credit shall (a) name Landlord as beneficiary, (b) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternativeamount of the Security Deposit, (c) have a term of not less than one year, (1d) year and permit multiple drawings, (e) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (f) otherwise be in form and content satisfactory to Landlord. If upon any transfer 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 has an expiration shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term through the date earlier than 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 45 days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 hereof, Tenant shall immediately replenish the of this Article. The Letter of Credit or provide Landlord shall state that drafts drawn under and in compliance 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in Manhattan. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing this Lease, (i) Tenant shall cause deliver to be delivered to Landlord Landlord, on or before the Commencement Date, an original unconditional, clean, irrevocable standby letter of credit (the “Letter of CreditL-C”) in the amount specified set forth in the Basic Lease Information Paragraph 2(b)(iii) below (the “Letter of Credit L-C Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 L-C shall be issued by a major commercial money-center, solvent and nationally recognized bank with (a San Franciscobank which accepts deposits, California service maintains accounts, has a Texas office which will negotiate a letter of credit, and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be ) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a either (i) an S&P long term Fitch Rating which is not less than “BBB”, a rating of A (or better) and an S&P short term rating from Standard and Poor’s Financial Services, LLC of A-1 (“S&P”or better) of not less than “A2”, or (ii) a Xxxxx’x long term S&P rating of not less than “BBB” A2 (or better) and a Xxxxx’x short term rating from Xxxxx’x Investors Service, Inc. of P-1 (“Moody’s”or better) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in a form reasonably acceptable to Landlord. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in obtaining the L-C. The Letter L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of Credit shall have an expiration this Lease and continuing until the date not earlier that is no less than the sixtieth (60th) day 90 days after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non“L-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, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this LeaseC Expiration Date”), and with no other conditions, Tenant shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter deliver a new L-C or certificate of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date expiration of the Letter of Credit expires. If Landlord draws L-C then held by Landlord, without any action whatsoever on the Letter part of Credit pursuant Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the terms hereofUniform Customs and Practices for Documentary Credits (1993-Rev), Tenant shall immediately replenish International Chamber of Commerce Publication #500, or the Letter International Standby Practices-ISP 98, International Chamber 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 Letter of Credit AmountCommerce Publication #590. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter L-C if any of Credit if the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease and goes unpaid (beyond any applicable rating notice and cure periods), or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 Paragraph 2(b) (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth abovein this Paragraph 2(b)(i)), in the Letter amount of Credit the applicable L-C Amount, within twenty-five thirty (2530) days following LandlordXxxxxxxx’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Xxxxxxxx’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship of an assignment by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as Tenant of the date such receivership or conservatorship occurs, said Letter its interest in this Lease (and irrespective of Credit shall be deemed to fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following whether Landlord’s notice to Tenant consent is required for such assignment), the acceptance of such receivership any replacement or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit by Landlord from a different issuer (which issuer the assignee shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. Tenant’s failure be subject 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 Letter of Credit then in effect and, at Landlord’s electionprior written approval, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for TenantLandlord’s performance under this Leasereasonable discretion, and the reasonable attorney’s fees incurred by Landlord in connection with such determination shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable by Tenant to Tenant with respect thereto. No purchaser at any judicial or private foreclosure sale Landlord within thirty (30) days of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)billing.

Letter of Credit. 27.1 Upon signing 43.1. On or before the date which is ten (10) days after this LeaseLease is executed and delivered by the parties (i.e., released from escrow), Tenant shall cause to be delivered deliver to Landlord an original and shall thereafter, except as otherwise provided herein, maintain in effect at all times during the Term, a clean, stand-by, irrevocable standby letter of credit substantially in the form attached hereto as Exhibit C, in the amount equal to (x) the “Rentalized Amount minus (y) Ten Million Dollars ($l0,000,000) (unless Tenant shall have elected to have the Rentalized Amount be less than or equal to Ten Million Dollars ($l0,000,000), issued by a banking corporation having assets of at least One Billion ($1,000,000,000.00) Dollars satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City of New York, and, if the issuing bank is not a member of the New York Clearing House Association, confirmed by Citibank, N.A. or another bank reasonably satisfactory to Landlord which is a member of the New York Clearing House Association, which letter of credit may be presented for payment in the City of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given by certified or registered mail, return receipt requested not less than thirty (30) days prior to the expiration thereof. Except as otherwise provided in this Article 43, Tenant shall, throughout the Term deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit acceptable to Landlord in lieu thereof (each such letter of credit and each such extension or replacement thereof, as the case may be, is hereinafter referred to as a "Letter of Credit”") in no later than thirty (30) days prior to the amount specified in expiration date of the Basic Lease Information (the “preceding Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 performCredit. The term of each such Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and shall be automatically renewable for an additional one (1) from year period unless notice to year as aforesaid. If Tenant shall fail to obtain any replacements 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, up to the face amount thereof. In addition, the a Letter of Credit shall provide that, in within the event of Landlord’s assignment or other transfer of its interest time limits set forth in this LeaseSection 43.1, Landlord may draw down the full amount of the existing Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, apply the proceeds 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory repayment to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension 's lender of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, Landlord shall return to Tenant the Letter of Credit or the outstanding balance of the security deposit then held Rentalized Amount, plus any breakage fees thereby incurred by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount specified in the Basic Lease Information, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Letter of Credit shall cause to be delivered to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank which is a member of the New York Clearing House Association or other bank satisfactory to Landlord, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information San Francisco Bay Area, California (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Issuing Bank”), which Bank must is either Xxxxx Fargo Bank, N.A., or which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a short term Fitch Rating letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is not less than otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “F2”+” or “-” or numerical notation, a long term Fitch Rating which is not less than “BBB”, a short term rating from Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard and & Poor’s Financial ServicesRating Service, LLC (“S&P”) and has combined capital, surplus and undivided profits of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. Two Billion Dollars (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”$2,000,000,000.00). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60tha) day after the Expiration Date name Landlord as beneficiary, (or, in the alternative, b) have a term of not less than one year, (1c) year and permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (e) otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including upon any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. Tenant’s failure to deliver any replacement, additional or extension transfer of the Letter of Credit, any fees or evidence of renewal of the Letter of Creditcharges shall be so imposed, within the time specified under this Lease then such fees or charges shall entitle Landlord to draw upon be payable solely by Tenant and the Letter of Credit then shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates no event shall the Letter of Credit as provided expire prior to the thirtieth (30th) day following the Term Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one to each of the two addresses for Landlord set forth in the Basic Lease Information) not less than thirty (30) days next preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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 then expiration or termination of this Lease, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 date of the Letter of Credit or stating that the proceeds thereof Issuing Bank has elected not to compensate Landlord for damages resulting from termination renew the Letter of this Lease Credit. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the tenancy created hereunder (includingterms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in the San Francisco Bay Area. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, without limitation, damages recoverable under California Civil Code Section 1951.2)International Chamber of Commerce Publication No. 590.

Letter of Credit. 27.1 This Article 59 amends and/or supplements the provisions of Articles 1.9, 3.1, 3.4 and 19.6 of the Lease. Upon signing the execution of this Lease, Tenant shall cause to be delivered either (i) deposit in cash a security deposit of $218,316.00 or (ii) deliver to Landlord and shall, except as otherwise provided herein, maintain in effect at all times during the Lease Term hereof, an original irrevocable standby irrevocable, self-renewing letter of credit, in the form attached to this Lease as Exhibit “J”, in the amount of $218,316.00 (such letter of credit (is hereinafter referred to as the “Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be banking corporation reasonably acceptable satisfactory to Landlord (such approved, issuing bank being referred to herein as and having its principal place of business or its duly licensed branch or agency in the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard City and Poor’s Financial Services, LLC (“S&P”) State of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”)New York. The Letter of Credit shall have shall: (i) be clean, irrevocable, unconditional and non-negotiable, except by Landlord; (ii) be for an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a initial term of not less than one (1) year and be automatically renewable for an additional one year; (1iii) 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, up shall be entitled to the face amount thereof. In addition, draw upon the Letter of Credit shall upon presentation of a sight draft; and (iv) provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, that the Letter of Credit shall be freely transferable by Landlorddeemed automatically renewed, without charge and without recourseamendment, to for consecutive periods of one (1) year, each year during 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions term of this Lease, and with no other conditionsfor a ninety (90) day period thereafter unless the bank shall notify Landlord and Landlord’s attorneys by registered mail, shall be in return receipt requested, not less than thirty (30) days preceding the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an then expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlordthat the bank elects not to renew such Letter of Credit, or its then managing agent, in which event Landlord shall also have the right to draw down an amount up right, by sight draft presented to the face bank, to receive the monies represented by the then existing Letter of Credit and to hold and apply such proceeds in accordance with the provisions hereof. In the event that Landlord uses, applies or retains any portion of the proceeds of the Letter of Credit, Tenant shall forthwith restore the amount so applied or retained in cash or by good certified check so that, at all times, subject to the provisions herein set forth, the amount of the Letter of Credit if or cash security, as the applicable rating case may be, shall be at least $218,316.00. In the event Tenant defaults in the respect of any of the Bank has been reduced below terms, provisions, covenants and conditions of this Lease beyond applicable notice and cure periods, including but not limited to, the Bankpayment of annual Base Rent, Additional Rent and any additional charges due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Base Rent, Additional Rent or other charges or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s Credit Rating ThresholdEvent of Default in respect of any of the terms, provisions, covenants, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements conditions of this section 27.1 (Lease, including, but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the requirements placed on the issuing Bank more particularly set forth above), in security represented by the Letter of Credit Amountin the manner, within twenty-five (25) days following for the purposes and to the extent provided herein, each Letter of Credit shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to draft drawn on the contrary). In addition, in the event the Bank is placed into receivership or conservatorship issuing bank accompanied by the Federal Deposit Insurance Corporation or any successor or similar entitysigned memorandum of Landlord indicating in substance the basis for Landlord’s charge against the Letter of Credit. A copy of such memorandum shall be simultaneously furnished to Tenant; provided, thenhowever, effective that such memorandum as of the date such receivership or conservatorship occurs, so presented shall be absolutely binding and unconditional on said issuing bank. Landlord’s right to draw down under said Letter of Credit shall shall, upon such presentation, also be deemed absolute as against Tenant. In the event that Tenant defaults, after notice and the opportunity to fail to meet cure as provided for in the requirements Lease, with respect of any of the terms, provisions, covenants and conditions of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership Lease and Landlord utilizes all or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. Tenant’s failure to deliver any replacement, additional or extension part of the Letter of Credit, security represented by the cash security deposit or evidence of renewal 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 and, at Landlord’s election, constitute an Event of Default under but does not terminate this Lease. If Landlord liquidates the Letter of Credit Lease as provided in the preceding sentenceherein, Landlord shall hold may in addition to exercising its rights as provided herein, retain the funds received from un-applied and unused balance of the principal amount of the cash security deposit or the Letter of Credit as security for the faithful performance and observance by Tenant thereafter of the terms, provisions and conditions of this Lease and may use, apply or retain the whole or any part of said balance to the extent required for payment of Base Rent, Additional Rent or other Tenant charges, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or be required to expend by reason of Tenant’s performance default in respect to any of the terms, covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall not only forthwith restore the amount so applied or retained so that at all times the amount deposited shall not be less than the security required by the first paragraph hereof or such adjusted amount as may be set forth hereinafter, but shall also immediately deposit with Landlord one (1) additional month of security based upon the monthly installment of Base Rent then payable to Landlord. Except as otherwise provided for herein, in the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be promptly returned to Tenant after the Expiration Date and upon delivery of entire possession of the Premises to Landlord as required under this Lease. In the event of an assignment of this Lease or other transfer by Landlord, Landlord shall have the right to transfer any interest it may have in the security to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, provided such assignee assumes any responsibilities of Landlord with respect to such security, and Tenant agrees to look solely to the new Landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. If at any time the issuer bank shall fail to honor the sight draft of Landlord (or its successor-in-interest) on demand, or the issuer fails to remain a member of the New York Clearing House Association or its assets shall become less that $500 million, Landlord may demand of Tenant that Tenant replace such Letter of Credit with its cash equivalent or with a Letter of Credit from a commercial bank reasonably acceptable to Landlord, at Landlord’s option, and Tenant shall replace same within ten (10) business days thereafter. Time is of the essence with respect to all the dates and time period herein within which Tenant and any issuer of a Letter of Credit may pay and/or perform. In the event Landlord improperly draws on the Letter of Credit, then upon it being determined that such draw down was improper, Landlord shall immediately pay Tenant the amount improperly drawn. Notwithstanding anything to the contrary contained in this Lease, and provided that (a) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease and (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner, then Tenant may provide to Landlord (and Landlord shall not be required promptly thereafter execute and deliver to segregate Tenant, if necessary) such security deposit from its other funds instruments and no interest shall accrue or be payable to Tenant with respect thereto. No purchaser at any judicial or private foreclosure sale of the Building 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, Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlordauthorizations, as applicable; provided, however, that in no event shall any such return may be construed as an admission reasonably required by Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. 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 issuer of the Letter of Credit or to reduce the proceeds face amount thereof by $54,579.00 to compensate Landlord for damages resulting from termination $163,737.00 as of the thirty-seventh (37th) month of the Lease Term. Notwithstanding anything to the contrary contained in this Lease, and provided that (a) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease, (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner and (c) the tenancy created hereunder amount of the Letter of Credit has been reduced pursuant to the preceding paragraph, then Tenant may provide to Landlord (includingand Landlord shall promptly thereafter execute and deliver to Tenant, without limitationif necessary) such instruments and authorizations, damages recoverable under California Civil Code Section 1951.2)as may be reasonably required by the issuer of the Letter of Credit to reduce the face amount thereof by an additional $54,579.00 to $109,158.00 as of the sixty-first (61st) month of the Lease Term. For purposes of this Article 59, payments of Base Rent and Additional Rent shall not be deemed to have been made in a timely manner if such payments are made more than five (5) days after such payments become due and payable more than once in any twelve (12) month period.

Letter of Credit. 27.1 Upon signing (1) Tenant has deposited with Owner, at the time of the execution and delivery of this Lease, Tenant shall cause to be delivered to Landlord an original unconditional, irrevocable standby letter of credit issued by JPMorgan Chase Bank, N.A. (referred to as the “Letter of Credit”) in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”"Bank"), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter favor 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (orOwner, in the alternativesum of THREE HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED SEVENTY-TWO and 00/100 ($368,672.00) DOLLARS (referred to as the "Security Amount") in funds available immediately or same day funds in the City of New York, have as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Such letter of credit is (x) for a term of not less than one (1) year and which term shall be automatically renewable renewed for an additional successive one (1) year period terms, unless the Bank gives not less than one hundred twenty (120) days prior written notice that it will not so renew the letter of non-renewal is given by credit for such successive term and the issuer to Landlord last term of the letter of credit shall end not later less than sixty (60) days after the Expiration Date and (y) in substantially the same form as Exhibit 1. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the expiration thereofof said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 36.05, and notice of such transfer to Tenant, Tenant, within twenty (20) and days thereafter, shall provide that Landlord may make partial and multiple draws thereunder, up cause a new letter of credit to be issued by said Bank to the face amount thereoftransferee, upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". In additionamplification and not in limitation of the foregoing, the Letter of Credit shall expressly provide thatthat (i) the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, in the event of Landlord’s assignment or other transfer of its interest in this Lease, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be freely transferable by LandlordOwner, as beneficiary thereof, without charge and without recourse, to the assignee restriction 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, limitation and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship fees paid by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing For the deposit required pursuant to Subsection A of this LeaseArticle, Tenant shall cause to be delivered deliver to Landlord an original irrevocable standby a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) in the amount specified in the Basic Lease Information issued by and drawn upon any commercial bank (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided ) with offices for banking purposes in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter City 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 with a San Francisco, California service New York and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term having an S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2A”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The which Letter of Credit shall have an expiration date not earlier than the sixtieth (60tha) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1b) year be substantially in the form of Exhibit 3 attached hereto and otherwise in form and content reasonably satisfactory to Landlord, (c) be automatically renewable for the account of Landlord, (d) be in the amount of the Security Deposit, (e) be fully transferable by Landlord without any fees or charges therefor, (f) have an additional one (1) year period unless notice of non-renewal expiration date which is given by the issuer to Landlord not later earlier than sixty (60) days prior to after the expiration thereofExpiration Date, and (g) and shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the term of this Lease, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord may make partial and multiple draws thereunderby certified mail, up to return receipt requested, not less than forty five (45) days next preceding the face amount thereof. In addition, then expiration date of the Letter of Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the that it elects not to have such 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 transfereerenewed. The Letter of Credit shall provide for payment to that Landlord shall have the right, exercisable upon the issuer’s receipt of a the Non-Renewal Notice, by sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such payment proceeds pursuant to the provisions terms of this Article as a cash security pending the replacement of such Letter of Credit. Landlord acknowledges that, as of the date of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the PNC Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the an acceptable Issuing Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing this Lease, Tenant shall cause to be delivered to Landlord an original irrevocable standby letter of credit (the The “Letter of Credit”) ” means an irrevocable, unconditional, specifically assignable Letter of Credit in the amount specified of the Security Deposit in form satisfactory to Landlord, issued to Landlord and its assigns by a bank satisfactory to Landlord in its sole discretion that carries and maintains, throughout the term of the Letter of Credit either (i) an S&P long term rating of A (or better) and an S&P short term rating of A-1 (or better), or (ii) a Mxxxx’x long term rating of A2 (or better) and a Mxxxx’x short term rating of P-1 (or better). The Letter of Credit is optional and may be provided by the Tenant in Tenant’s sole discretion in lieu of any portion of the Security Deposit as security for the payment by Tenant of the Security Deposit. The Letter of Credit may be in an amount up to the Security Deposit amount set forth in the Basic Lease Information (Provisions, or as otherwise reduced in accordance with the “Letter terms set forth herein. Upon the occurrence of Credit Amount”)any Event of Default, naming Landlord as beneficiarymay, which Landlord may draw uponfrom time to time, without prejudice to any other remedy provided in the Lease or by applicable lawremedy, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver to satisfy any arrears of Rent, or to pay any other rights sums owed to Landlord as described in this Lease, or to satisfy any damage, injury, expense or liability caused to Landlord by such default. Neither the delivery to Landlord of Landlord with respect to such default or failure to perform. The the Letter of Credit nor any draws by Landlord thereunder shall be issued considered an advance payment of Rent or a measure of Landlord’s damages in the event of default by a major commercial bank with a San Francisco, California service and claim point for Tenant. If Landlord shall ever draw upon the Letter of Credit, whose deposits are insured by the FDICand if this Lease has not terminated, and who Tenant shall be reasonably acceptable deliver to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) upon demand either an endorsement of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. In addition, of the Letter of Credit shall provide thatreinstating the credit for the portion thereof used by Landlord, or an additional Letter of Credit, conforming to the requirements of this Section 4.4, in an amount equal to the event portion of the original Letter of Credit used by Landlord’s assignment , and failure to deliver such endorsement or other transfer additional Letter of its interest in this Lease, Credit within 10 Business Days after written demand shall constitute an Event of Default. Tenant shall not encumber the Letter of Credit in any manner, and Landlord shall not be freely transferable bound by any purported encumbrance. Upon any assignment of this Lease by Landlord, without charge and without recourse, Landlord shall have the right to assign 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal benefits of the Letter of Credit to the assignee, and Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord shall have no subsequent liability for any draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on against the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing this LeaseIn addition to the above cash security deposit, Tenant shall cause to be delivered deliver to Landlord concurrent with Tenant's execution of this lease an original unconditional irrevocable standby letter of credit (the “Letter of Credit”) in the amount specified of Eight Hundred Thousand and 00/100 Dollars ($800,000.00) in favor of Landlord to secure the faithful performance by Tenant of all of the terms, covenants and conditions of this lease to be kept and performed by Tenant. Said letter of credit shall be available by draft at sight, subject only to a receipt by the bank of a notarized statement from Jean X. XxXxxxxxxx, Xxtt X. MxXxxxxxxx xx Sandxx X. Xxxxxx (xx if all three are deceased or incompetent then from any of the trustees of their respective estate planning trusts) stating the amount demanded as due and owing to Landlord, and shall otherwise be in a form reasonably satisfactory to Landlord's attorney and drawn upon such U.S. bank licensed to do business in the Basic Lease Information (the “Letter state of Credit Amount”), naming Landlord California as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided reasonably approve in the Lease or its sole discretion. Said letter of credit shall by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is its terms expire not less than “F2”one (1) year from the date issued, provided that unless Tenant deposits with Landlord a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) cash security deposit of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectivelylike amount, the “Bank’s Credit Rating Threshold”). The Letter letter of Credit credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term be renewed for successive periods of not less than one (1) year each to and including the date which is ten (10) days after the expiration of the term of this lease. The bank's written renewal of the letter of credit shall be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer delivered to Landlord not later less than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. 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 letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlordcredit. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any Landlord does not receive such written renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the expiration date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming then Landlord shall be entitled to make demand for the principal amount of said letter of credit and, thereafter, hold such funds in all respects accordance with paragraph 4(d) above. Tenant's failure to the requirements of this section 27.1 so deliver, renew (including, including specifically but not limited to, to the requirements placed on the issuing Bank more particularly set forth above), in the Letter delivery to Landlord of Credit Amount, within twenty-five such renewal not less than sixty (2560) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease prior to the contrary). In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as expiration of the date letter of credit) and maintain such receivership or conservatorship occurs, said Letter of Credit shall be deemed to fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from shall be a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements material breach of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Leaselease. If Landlord liquidates the Letter of Credit as provided Tenant defaults in the preceding sentenceperformance of any provision of this lease to be performed by Tenant, including without limitation the timely payment of basic rent and common area charges and other amounts due Landlord, Landlord shall hold may immediately and without further notice resort to said letter of credit (or the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, therefrom) and Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue use or be payable to Tenant with respect thereto. No purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 apply all or any part of the Letter of Credit or the proceeds thereof same to compensate Landlord for damages resulting from termination any loss or expense occasioned thereby and for the payment of any amount due Landlord under the terms of this Lease lease. If any portion of said letter of credit (or the funds received therefrom) is so used as specified above, Tenant shall, within ten (10) days after written demand therefor, restore the letter of credit (or the funds received therefrom) to its original amount, and Tenant's failure to do so shall be a material breach of this lease. Landlord's resort to said letter of credit (or use of the tenancy created hereunder funds received therefrom) shall in no way or manner constitute an acceptance or waiver of such default by Tenant; nor shall such resort or use terminate, or permit Tenant to terminate, or constitute a forfeiture of, or be construed as an election by Landlord to terminate, this lease; nor shall such resort or use affect Landlord's remedies otherwise available under this lease or at law. Notwithstanding the foregoing, the amount of such letter of credit shall be reduced to Four Hundred Thousand and 00/100 Dollars (including, without limitation, damages recoverable under California Civil Code Section 1951.2)$400,000) at the beginning of the forty-third (43rd) lease month of the term.

Letter of Credit. 27.1 Upon signing Tenant shall deliver to Landlord, no later than 5:00 p.m. PST December 11, 2015, a Letter of Credit (as hereinafter defined) in the amount specified in the Basic Lease Information, as additional security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Letter of Credit shall be in the form of a clean, Tenant shall cause to be delivered to Landlord an original irrevocable standby irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information Los Angeles, California and otherwise satisfactory to Landlord (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by applicable lawMxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $2,000,000,000. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and year, (c) permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (e) otherwise be in form and content satisfactory to Landlord. If The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall the Letter of Credit has an expiration date earlier than expire prior to the forty-fifth (45th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (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) days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 stating that the amount available Issuing Bank has elected not to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on renew the Letter of Credit. The Issuing Bank shall agree with all drawers, Landlord, or its then managing agent, shall also have endorsers and bona fide holders that drafts drawn under and in compliance with the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in Los Angeles, California. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements International Standby Practices 1998, International Chamber of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)590.

Letter of Credit. 27.1 Upon signing (a) Tenant acknowledges that Landlord is unwilling to execute this Lease unless Xxxxxx provides Landlord with additional security for Tenant’s obligations under the Lease. Therefore, Tenant shall cause deliver to be delivered to Landlord Landlord, within five (5) business days of the Commencement Date, an original irrevocable standby letter Irrevocable Standby Letter of credit Credit (the “Letter of Credit”) which shall (1) be in the amount specified in the Basic Lease Information (the “Letter of Credit Amount”), naming a form reasonably acceptable to Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or and based on a draft issued by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leasebank prior to issuance thereof and approved by Landlord in its sole discretion, 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 (2) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord with minimum assets of $10,000,000,000, upon which presentment may be made in San Francisco or Oakland, California, (such approved3) be in an amount equal to $1,500,000, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard (4) allow for partial and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”multiple draws thereunder, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall 5) have an expiration date not earlier than the sixtieth thirty (60th30) day days after the Expiration third anniversary of the Commencement Date (or, or in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by unless, on or before the issuer to Landlord not later than sixty date thirty (6030) days prior to the expiration thereof) and shall provide that of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord may make partial and multiple draws thereunder, up of its election not to the face amount thereofrenew such Letter of Credit for any additional period pursuant thereto. In additionaddition , 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, Landlord to the assignee or transferee of such interest and the bank shall confirm the same without charge to Landlord and such assignee or transfereeLandlord. The Letter of Credit shall provide for same day payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate (signed by its manager or an officer) certifying that Landlord the requested sum is entitled due and payable from Tenant and Xxxxxx has failed to such payment pursuant to the provisions of this Leasepay, and with no other conditions. Tenant agrees that it shall form time to time, shall be in the form attached hereto as Exhibit Dnecessary, and otherwise be in form and content satisfactory to Landlord. If the Letter whether as a result of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws a draw on the Letter of Credit by Landlord pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit hereof 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount as a result of the Letter expiration of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, and satisfying all the conditions thereof, is in effect and, until a date which is at Landlord’s election, constitute an Event least thirty (30) days after the third anniversary of Default under this Leasethe Commencement Date. If Landlord liquidates Tenant fails to furnish such renewal or replacement at least thirty (30) days prior to the stated expiration date of the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 draw upon such Letter of Credit or (and/or Additional Letter(s) of Credit (as hereinafter defined)) and hold the proceeds thereof to compensate Landlord for damages resulting from termination without payment of this Lease interest (and the tenancy created hereunder such proceeds need not be segregated) (including, without limitation, damages recoverable under California Civil Code Section 1951.2“Security Proceeds”).

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered may deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit (the “‘Letter of Credit”’) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit Amount”‘Issuing Bank’), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by applicable lawXxxxx’x Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications), to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $500,000,000. The Letter of Credit shall (i) name Landlord as beneficiary, (ii) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternativeamount of the Security Deposit, (iii) have a term of not less than one year, (1iv) year and permit multiple drawings, (v) 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, up to the face amount thereof. 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 fully transferable by Landlord, Landlord without charge and without recourse, to the assignee payment of any fees 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Leasecharges, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (vi) otherwise be in form and content satisfactory to Landlord; provided, however, that Landlord shall in no event be obligated to accept a Letter of Credit for any amount less than $50,000. If upon any transfer 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 has an expiration shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term through the date earlier than that is at least 60 days after the Expiration Date, then throughout unless the term hereof Issuing Bank sends a notice (including any renewal or extension of the term‘Non-Renewal Notice’) Tenant shall provide evidence of renewal to Landlord by certified mail, return receipt requested, not less than 30 days prior to the then-current expiration date of the Letter of Credit Credit, stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of a Non-Renewal 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 hereof, Tenant shall immediately replenish the of this Article 26. The Letter of Credit or provide Landlord shall state that drafts drawn under and in compliance 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in New York City. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements International Standby Practices 1998, International Chamber of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)590.

Letter of Credit. 27.1 Upon signing this LeaseTenant, Tenant at any time during the Term, shall cause have the right to be delivered deliver to Landlord an original a “clean,” unconditional, irrevocable standby and transferable letter of credit (the “Letter of Credit”) that (i) is in the amount specified of the Cash Security Deposit, (ii) is in the Basic Lease Information a form that is reasonably satisfactory to Landlord, (the “Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 iii) is issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and be year, (iv) is issued for the account of Landlord, (v) automatically renewable renews for an additional periods of not less than one (1) year period unless notice of non-renewal is given by the issuer to thereof otherwise advises Landlord not later than sixty (60) days on or prior to the thirtieth (30th) day before the applicable expiration thereofdate, (vi) allows Landlord the right to draw thereon in part from time to time or in full, and (vii) is issued by, and drawn on, a bank that has a Standard & Poor’s rating of at least “AA” (or, if Standard & Poor’s hereafter ceases the publication of ratings for banks, a rating of a reputable rating agency as reasonably designated by Landlord that most closely approximates a Standard & Poor’s rating of “AA” as of the date hereof) and shall provide that either (I) has an office in the city where the Building is located at which Landlord may make partial and multiple draws thereunder, up to the face amount thereof. In addition, can present the Letter of Credit shall provide thatfor payment, or (II) has an office 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 United States 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 allows Landlord to draw upon the Letter of Credit then without presenting a draft in effect andperson (such as, at Landlord’s electionfor example, constitute an Event by submitting a draft by fax or overnight delivery service)(the aforesaid rating of Default under this Lease. If Landlord liquidates the bank that issues the Letter of Credit being referred to herein as provided in the preceding sentence, “Bank Rating”). If Tenant gives notice to Landlord shall hold at least thirty (30) days before the funds received from date that Tenant delivers to Landlord the Letter of Credit as security for Credit, then Landlord shall deliver to Tenant, simultaneously with Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 delivery of the Letter of Credit to Landlord, the Cash Security Deposit (or the proceeds portion thereof to compensate Landlord for damages resulting from termination that then remains unapplied in accordance with the terms of this Lease and Article 23). If Tenant does not give such notice to Landlord, then Landlord shall deliver to Tenant the tenancy created hereunder Cash Security Deposit (includingor such portion thereof) on or prior to the thirtieth (30th) day after Tenant gives the Letter of Credit to Landlord. As of the date hereof, without limitation, damages recoverable under California Civil Code Section 1951.2)Landlord shall accept Silicon Valley Bank as the issuer of the Letter of Credit.

Letter of Credit. 27.1 Upon signing (1) Tenant shall deliver to Landlord, within one (1) business day following the mutual execution and delivery of this Lease, Tenant shall cause to be delivered to Landlord an original unconditional, clean, irrevocable standby letter of credit (the “Letter of Credit”"L-C") in the amount specified set forth in the Basic Lease Information (the “Letter of Credit "L-C Amount”"), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 L-C shall be issued by a major commercial solvent and nationally recognized bank with (a bank which accepts deposits, maintains accounts, has a local San Francisco, California service office (or which will accept fax presentments) which will negotiate a letter of credit, and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be ) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “"Bank”"), which Bank must have a short term Fitch Rating which is not less than “F2”"F1", and a long term Fitch Rating which is not less than “BBB”A” (or in the event such Fitch Ratings are no longer available, a short term comparable rating from Standard and Poor’s Financial Services, LLC (“S&P”Professional Rating Service or Xxxxx’x Professional Rating Service) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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 Notwithstanding anything to the expiration thereof) and shall provide that contrary set forth herein, Landlord may make partial and multiple draws thereunder, up to hereby preapproves the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be L-C in the form of Exhibit E, attached hereto and Silicon Valley Bank as Exhibit Dthe issuing Bank for the L-C and all requirements of this Paragraph 5.B shall apply to any other Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be "callable" at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the "L-C Expiration Date") that is no less than ninety (90) days after the expiration of the Term, and otherwise be in form and content satisfactory to Landlord. If the Letter Tenant shall deliver a new L-C or certificate of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date expiration of the Letter of Credit expires. If Landlord draws L-C then held by Landlord, without any action whatsoever on the Letter part of Credit pursuant Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the terms hereofInternational Standby Practices-ISP 98, Tenant shall immediately replenish the Letter International Chamber 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 Letter of Credit AmountCommerce Publication #590. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter L-C if any of Credit if the applicable rating following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, "Bankruptcy Code"), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s 's Credit Rating Threshold, or (I) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 Paragraph 5 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Paragraph 5 above), in the Letter amount of Credit the applicable L-C Amount, within twenty-five ten (2510) 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) (each of the foregoing being an "L-C Draw Event"). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the L-C, and regardless of any discrepancies between the L-C and this Lease. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 L-C shall be deemed to fail to meet the requirements of this section 27.1Paragraph 5, and, within twenty-five ten (2510) business days following Landlord’s 's notice to Tenant of such receivership or conservatorshipconservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such Letter of Credit L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s 's Credit Rating ThresholdThreshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this section 27.1Paragraph 5. Tenant’s failure If Tenant fails to deliver any replacementreplace such L-C with such conforming, additional or extension substitute letter of credit pursuant to the Letter terms and conditions of Creditthis Paragraph 5, or evidence of renewal of the Letter of Creditthen, within the time specified under notwithstanding anything in this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentencecontrary, Landlord shall hold have the funds received from right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the Letter of Credit as security for Tenant’s performance under this Lease, and Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to aforesaid ten (10) business day period). Tenant with respect thereto. No purchaser at any judicial or private foreclosure sale of the Building or any portion thereof, shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this paragraph or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such security deposit unless and only to assignment), the extent such holder acceptance of any replacement or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination substitute letter of this Lease, 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 credit by Landlord that Xxxxxx has performed all of its covenants from the assignee shall be subject to Landlord's prior written approval, in Landlord's sole and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7absolute discretion, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder attorney's fees incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (including, without limitation, damages recoverable under California Civil Code Section 1951.2)10) days of billing.

Letter of Credit. 27.1 Upon signing Tenant shall deliver to Landlord, upon execution of this Lease, Tenant shall cause to be delivered to Landlord an original irrevocable standby a clean, irrevocable, non-documentary and unconditional letter of credit (the “"Letter of Credit”") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information State of California (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 Moodx'x Xxxestors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $ 500,000,000. Such Letter of Credit Amount”), naming shall (a) name Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided (b) be in the amount of $ 2,000,000.00 for the entire term of the Lease or (c) permit multiple drawings, (d) be fully transferable by applicable law, to Landlord without the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver payment of any other rights of Landlord with respect to such default fees or failure to perform. The Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. 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 charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (e) otherwise be in form and content satisfactory to Landlord. If upon any transfer 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 has an shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 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 Article. The issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in San Francisco, California. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered ---------------- may deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “"Letter of --------- Credit”") issued by and drawable upon any commercial bank, trust company, ------ national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information State of California (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 $ 500,000,000. Such Letter of Credit Amount”), naming shall (a) name Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided (b) be in the Lease or by applicable law, to amount of $345,000.00 for the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the entire term of this Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”c) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1d) year and permit multiple drawings, (e) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (f) otherwise be in form and content satisfactory to Landlord. If upon any transfer 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 has an shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return ------------------ receipt requested, not less than 45 days next preceding the then expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 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 Article. The issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in San Francisco, California. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing Concurrently with the full execution and delivery of this Lease and that certain Lease to Tenant for premises at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx (the “790 Lindaro Lease”), Tenant shall cause to be delivered deliver to Landlord an original unconditional, clean, irrevocable standby letter of credit (the “Letter of CreditL-C”) in the amount specified set forth in Section 8 of the Basic Lease Information Summary (the “Letter of Credit L-C Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided L-C shall be in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach form required under the Lease, 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 this Article 21 and shall be issued by Xxxxx Fargo Bank or other money-center bank (a major commercial bank with which accepts deposits, maintains accounts, has a local San FranciscoFrancisco Bay Area office which will negotiate a letter of credit, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be ) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have with a short term Fitch Rating currency rating which is not less than “F2”, and a long term Fitch Rating currency rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3BBB+” (collectively, the an “Approved Bank’s Credit Rating Threshold”). The Letter L-C shall be held by Landlord as security for the full and faithful performance by Tenant of Credit all of the provisions of this Lease and the 790 Lindaro Lease. This Lease and the 790 Lindaro Lease each provide that that an Event of Default under either lease is an Event of Default under the other lease. In no event may an L-C be provided by JPMorgan Chase Bank, Bank One, or any affiliate of either. The L-C shall have an expiration be in a form and content substantially similar to the L-C as set forth in Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal, substitution, replacement or extension, for the period from the Lease Commencement Date and continuing until the date not earlier than (the sixtieth “L-C Expiration Date”) that is one hundred twenty (60th120) day days after the Expiration Date expiration of the Lease Term (oras the same may be extended, in and subject to the alternativeterms of Section 21.6, have below), and Tenant shall deliver a term new L-C or certificate of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer renewal, substitution, replacement or extension to Landlord not later than sixty at least thirty (6030) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to of the face amount thereof. 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 L-C then held by Landlord, without charge any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord at Landlord’s expense to its successors and without recourseassigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the assignee or transferee “International Standby Practices” (ISP 98) International Chamber of such interest and the bank shall confirm the same to Landlord and such assignee or transfereeCommerce (Publication No. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord590). If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter L-C if any of Credit if the following shall have occurred or be applicable: (1) such amount is then due and owing to Landlord under the terms of this Lease or the 790 Lindaro Lease, Landlord has provided any notice to Tenant required under the terms of this Lease or the 790 Lindaro Lease, and any grace or cure period applicable rating to the payment of such amount has expired under this Lease or the 790 Lindaro Lease, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has been reduced below notified Landlord that the Bank’s Credit Rating Threshold, and L-C will not be renewed or extended through the L-C Expiration Date. The L-C will be honored by the Bank regardless of whether Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) days following disputes 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 right to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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).L-C.

Letter of Credit. 27.1 Upon signing By not later than the date which is three (3) Business Days after the execution of this LeaseLease by both Landlord and Tenant, Tenant shall cause to be delivered deliver to Landlord an original irrevocable standby a Letter of Credit (as hereinafter defined) in the amount of the Letter of Credit Amount specified in the Basic Lease Information, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. Tenant covenants and agrees to maintain the Letter of Credit in the Letter of Credit Amount throughout the Term of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) in the amount specified in the Basic Lease Information issued by and drawable upon a commercial bank (the “Issuing Bank”), which is satisfactory to Landlord and which satisfies both the Minimum Rating Agency Threshold (as hereinafter defined) and the Minimum Capital Threshold (as hereinafter defined). Landlord approves Silicon Valley Bank as the Issuing Bank. The “Minimum Rating Agency Threshold” shall mean that the Issuing Bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation) “Baa” or better by Xxxxx’x Investors Service, Inc. and/or “BBB” or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the Issuing Bank has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit Amount”), naming shall (a) name Landlord as beneficiary, which (b) have a term of not less than one year, (c) permit multiple drawings, (d) be fully transferable by Landlord may draw uponwithout the payment of any fees or charges by Landlord, without prejudice and (e) otherwise be in form and content reasonably satisfactory to Landlord. If upon any other remedy provided in transfer of the Lease Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on 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 during the Term. The Letter of Credit (as extended) shall not constitute a waiver expire prior to the date which is sixty (60) days after the last day of any the calendar year in which the Expiration Date (as extended) occurs. If the Issuing Bank does not renew the Letter of Credit upon the expiration thereof, then the Issuing Bank shall send duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other rights of Landlord which shall be addressed “Attention, Chief Financial Officer”) not less than sixty (60) days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with respect 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 such default the Issuing Bank at an office location in Boston, Massachusetts or failure to performvia facsimile presentment. The Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDICpursuant to, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming subject in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above)Uniform Customs and Practice for Documentary Credits ISP 98, in the Letter International Chamber of Credit Amount, within twenty-five Commerce Practices Publication No. 590 (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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 1951.21998 Revision).

Letter of Credit. 27.1 Upon signing Tenant shall deliver to Landlord, no later than ten (10) Business Days following the Effective Date, a Letter of Credit (as hereinafter defined) in the amount specified in the Basic Lease Information, as additional security for the faithful performance and observance by Xxxxxx of the terms, covenants and conditions of this Lease. The Letter of Credit shall be in the form of a clean, Tenant shall cause to be delivered to Landlord an original irrevocable standby irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information San Francisco, California (or which accepts draw requests via overnight courier and/or facsimile) and otherwise satisfactory to Landlord (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 $2,000,000,000; Landlord hereby approves Silicon Valley Bank (“SVB”) as the initial Issuing Bank and, in connection therewith, approves the form of SVB Letter of Credit Amount”), naming Landlord attached hereto as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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. Exhibit J. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and year, (c) permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges by Landlord, without charge and without recourse, (e) otherwise be in form and content reasonably satisfactory to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transfereeLandlord. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If no event shall the Letter of Credit has an expiration date earlier than expire prior to the sixtieth (60th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested or via overnight courier (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 sixty (60) days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to renew the date Letter of Credit. 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 expireswill be duly honored upon presentation to the Issuing Bank at an office location in San Francisco, California. If Landlord draws on the The Letter of Credit pursuant shall be subject in all respects to the terms hereofInternational Standby Practices 1998, Tenant shall immediately replenish International Chamber of Commerce Publication No. 590. Effective on each of the Letter fourth (4th) anniversary and the seventh (7th) anniversary of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that Commencement Date (“Reduction Date”) and as long as the amount available to Landlord from Reduction Conditions (as hereinafter defined) have been satisfied by Tenant, the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if shall be reduced by $1,000,000.00. For purposes of this Section 6, the applicable rating “Reduction Conditions” shall mean (a) no Monetary Event of Default has occurred under this Lease from the Commencement Date through and including the Reduction Date, (b) for the six (6) month period ending on the Reduction Date, Tenant is occupying at least fifty percent (50%) of the Bank has been reduced below the BankPremises, (c) Tenant’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twentyNon-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective GAAP Net Loss as of the date such receivership Reduction Date is less than it was on the Commencement Date, and (d) Xxxxxx demonstrates to Landlord’s reasonable satisfaction (i.e., Xxxxxxxx’s approval of same shall not be unreasonably withheld, conditioned or conservatorship occurs, said Letter of Credit shall be deemed to fail delayed) that Tenant has sufficient financial strength to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default its rental obligations under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing As an alternative to providing Landlord with the Security Deposit required under Paragraph 6.a. above, Tenant may deliver to Landlord, concurrently with its execution of this Lease, Tenant shall cause to be delivered to Landlord as security for the performance of Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit (the “Letter of Credit”) in the initial amount specified in the Basic Lease Information (the “Letter of Credit Amount”)Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw uponupon to cure any default under this Lease (or 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), without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy compensate Landlord for any other loss or damage resulting from XxxxxxLandlord incurs as a result of Tenant’s breach under the Lease, 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 a San Francisco, California California, service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year 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, up to the face amount thereof. If, at any period while the Letter of Credit is required to be in effect hereunder, the financial condition of the issuing 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 sight draft from Landlord together with Landlord’s certificate certifying a statement by Landlord that the requested sum is due and payable from Tenant to Landlord is entitled to such payment pursuant to in accordance with the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit DC, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1required hereunder. 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 and, at Landlord’s election, constitute an Event of Default under this Leaseeffect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for 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 Uniform 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 mortgage, deed of trust or other security instrument affecting the Real Property, nor any purchaser at any judicial or private foreclosure sale of the Building 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 Xxxxxx Tenant has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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). Notwithstanding anything in this Paragraph 6.a. to the contrary, on April 30, 2015, on April 30, 2016, on April 30, 2017, and on April 30, 2018, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12), but in all other respects in conformance with the Letter of Credit described in this Paragraph 6.b. (or, rather than replace the then current Letter of Credit, Tenant may submit to Landlord an amendment thereto, in form reasonably acceptable to Landlord, which reduces the amount of that Letter of Credit by the applicable amount); provided, however, that Tenant may not reduce the amount of the Letter of Credit pursuant to the foregoing on a particular reduction date if (i) during the twelve (12) month period immediately preceding such reduction date, there occurred an Event of Default or a breach by Tenant that subsequently matured into an Event of Default, or (ii) the replacement or amended Letter of Credit held by Landlord would be in an amount less than Twenty-One Thousand One Hundred Thirty-Three and 50/100 Dollars ($21,133.50) after giving effect to such reduction. If Tenant failed to qualify for a reduction of the face amount of the letter of credit on a particular reduction date, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12) on the next scheduled reduction date, so long as the requirements above are met, but the face amount of the letter of credit then on hand may not be reduced or amended by more than Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12) on any particular reduction date.

Letter of Credit. 27.1 Upon signing Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount specified in the Basic Lease Information, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Letter of Credit shall cause to be delivered to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank which is a member of the New York Clearing House Association or other bank satisfactory to Landlord, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified Washington, D.C. metropolitan area (or, if the issuing bank is Xxxxx Fargo, an office in the Basic Lease Information New York City, Washington, D.C. or San Francisco, California) (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by applicable lawXxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $2,000,000,000. The Letter of Credit shall be issued by a major commercial bank with a San Francisco(a) name Landlord as beneficiary, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”b) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1c) year and permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and (e) otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including upon any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. Tenant’s failure to deliver any replacement, additional or extension transfer of the Letter of Credit, any fees or evidence charges shall be so imposed, then Landlord shall pay the first $250 of renewal of the such fees and charges and Tenant shall pay any additional fees or charges imposed in connection with such transfer. The Letter of CreditCredit shall provide that it shall be deemed ‘ automatically renewed, within without amendment, for consecutive periods of one year each thereafter during the time specified under this Lease Term (and in no event shall entitle Landlord to draw upon the Letter of Credit then in effect andexpire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices ”) to Landlord by certified mail, at Landlord’s election, constitute an Event return receipt requested (one of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building or any portion thereof, which shall be responsible to Tenant for such security deposit unless addressed “Attention, Chief Legal Officer” and only to the extent such holder or purchaser other of which shall have actually received be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the same. If Tenant is not in default at the then expiration or termination of this Lease, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 date of the Letter of Credit or stating that the proceeds thereof Issuing Bank has elected not to compensate Landlord for damages resulting from termination renew the Letter of this Lease Credit. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the tenancy created hereunder (includingterms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in the Washington, without limitationD.C. metropolitan area. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, damages recoverable under California Civil Code Section 1951.2)International Chamber of Commerce Publication No. 500.

Letter of Credit. 27.1 Upon signing Concurrently with the full execution and delivery of this Lease and that certain Lease to Tenant for premises at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx (the “770 Lindaro Lease”), Tenant shall cause to be delivered deliver to Landlord an original unconditional, clean, irrevocable standby letter of credit (the “Letter of CreditL-C”) in the amount specified set forth in Section 8 of the Basic Lease Information Summary (the “Letter of Credit L-C Amount”), naming Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided L-C shall be in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach form required under the Lease, 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 this Article 21 and shall be issued by Xxxxx Fargo Bank or other money-center bank (a major commercial bank with which accepts deposits, maintains accounts, has a local San FranciscoFrancisco Bay Area office which will negotiate a letter of credit, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be ) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have with a short term Fitch Rating currency rating which is not less than “F2”, and a long term Fitch Rating currency rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3BBB+” (collectively, the an “Approved Bank’s Credit Rating Threshold”). The Letter L-C shall be held by Landlord as security for the full and faithful performance by Tenant of Credit all of the provisions of this Lease and the 770 Lindaro Lease. This Lease and the 770 Lindaro Lease each provide that that an Event of Default under either lease is an Event of Default under the other lease. In no event may an L-C be provided by JPMorgan Chase Bank, Bank One, or any affiliate of either. The L-C shall have an expiration be in a form and content substantially similar to the L-C as set forth in Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal, substitution, replacement or extension, for the period from the Lease Commencement Date and continuing until the date not earlier than (the sixtieth “L-C Expiration Date”) that is one hundred twenty (60th120) day days after the Expiration Date expiration of the Lease Term (oras the same may be extended, in and subject to the alternativeterms of Section 21.6, have below), and Tenant shall deliver a term new L-C or certificate of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer renewal, substitution, replacement or extension to Landlord not later than sixty at least thirty (6030) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to of the face amount thereof. 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 L-C then held by Landlord, without charge any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord at Landlord’s expense to its successors and without recourseassigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the assignee or transferee “International Standby Practices” (ISP 98) International Chamber of such interest and the bank shall confirm the same to Landlord and such assignee or transfereeCommerce (Publication No. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord590). If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter L-C if any of Credit if the following shall have occurred or be applicable: (1) such amount is then due and owing to Landlord under the terms of this Lease or the 770 Lindaro Lease, Landlord has provided any notice to Tenant required under the terms of this Lease or the 770 Lindaro Lease, and any grace or cure period applicable rating to the payment of such amount has expired under this Lease or the 770 Lindaro Lease, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has been reduced below notified Landlord that the Bank’s Credit Rating Threshold, and L-C will not be renewed or extended through the LC Expiration Date. The L-C will be honored by the Bank regardless of whether Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) days following disputes 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 right to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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).L-C.

Letter of Credit. 27.1 Upon signing execution of this Lease, Tenant shall cause furnish to be delivered to Landlord an original Landlord, at Tenant’s sole cost and expense, a clean, irrevocable standby and unconditional letter of credit (the “Letter of Credit”) in the face amount specified of $30,580,737.42 issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the Basic Lease Information City of New York (the “Letter of Credit AmountIssuing Bank”)) which, naming Landlord as beneficiaryin each case, which Landlord may draw uponhas outstanding unsecured, uninsured and unguaranteed indebtedness that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as “+” or “-” or numerical notation, “A” or better by applicable law, to the extent necessary to satisfy past due rent Xxxxx’x Investors Service and “A” or to satisfy any other loss or damage resulting from Xxxxxxbetter by Standard & Poor’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDICRating Service, and who shall be reasonably acceptable to Landlord (such approvedhas combined capital, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard surplus and Poor’s Financial Services, LLC (“S&P”) undivided profits of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. $2,000,000,000 (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating ThresholdIssuing Bank Standard”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60tha) day after the Expiration Date name Landlord as beneficiary, (or, in the alternative, b) have a term of not less than one (1l) year and year, (c) permit multiple drawings, (d) be automatically renewable for an additional one (1) year period unless notice fully transferable by Landlord without the payment 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, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment any material fees or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable charges by Landlord, without charge and without recourse, to (e) be substantially in the assignee or transferee form annexed hereto as Exhibit K and comply with the terms of such interest this Article 10 and the bank shall confirm the same otherwise satisfactory to Landlord and such assignee or transfereein all respects, in Landlord’s sole discretion. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, it shall be automatically renewed without amendment or need for any other action, for consecutive periods of one (1) year each thereafter during the Term, as the same may be extended (and in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If no event shall the Letter of Credit has an expiration date earlier than expire prior to the forty fifth (45th) day following the Expiration Date) unless the lssuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Executive Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty five (45) days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on 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 stating that the amount available Issuing Bank has elected not to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on renew the Letter of Credit. The Issuing Bank shall agree with all beneficiaries, Landlorddrawers, or its then managing agentendorsers, shall also have transferees and bona fide holders that drafts drawn under and in compliance with the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in New York, New York. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements International Standby Practices 1998, International Chamber of this section 27.1 (includingCommerce Publication No. 590. Landlord acknowledges and agrees that JPMorgan Chase Bank, but not limited toN.A. is deemed to be an Issuing Bank that meets the Issuing Bank Standard which, the requirements placed on the issuing Bank more particularly set forth above)together with that certain JPMorgan Chase Bank, in the N.A. draft Letter of Credit Amountsubmitted by Tenant to Landlord, within twenty-five (25) days following Landlord’s written demand therefor (otherwise complies with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements terms of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security Article 10 for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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 purposes of this Lease, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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. 27.1 Upon signing Sublessee shall deliver to Sublessor, upon fulfillment of the conditions precedent prescribed in Section 6A below, as protection for the full and faithful performance by Sublessee of all of its obligations under this LeaseSublease, Tenant shall cause to be delivered to Landlord and for losses and damages Sublessor suffers (or which Sublessor estimates that it may suffer) as a result of any breach or default by Sublessee under this Sublease, an original unconditional, clean, irrevocable negotiable standby letter of credit in the amount of $560,000 (the “Letter of Credit”) with a service and claim point in the amount specified in the Basic Lease Information city of 28096-1611/134665466.1 Irving, Texas, naming Sublessor as beneficiary, drawn on a bank (the “Bank”) reasonably approved by Sublessor. If Sublessee commits an Event of Default with respect to any provision of this Sublease, including but not limited to the provisions relating to the payment of Rent, and such Event of Default continues beyond the expiration of any applicable grace, notice, or cure period set forth herein, Sublessor may draw upon the Letter of Credit Amount”), naming Landlord as beneficiary, which Landlord may draw uponCredit, without prejudice to any other remedy provided in the this Lease or by applicable lawApplicable Laws, to the extent necessary to satisfy past due rent or to satisfy and any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord Sublessor with respect to such default or failure to perform. The Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Sublease Termination Date (or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer to Landlord Sublessor not later than sixty thirty (6030) days prior to the expiration thereof) and ), shall provide that Landlord Sublessor may make partial and multiple draws thereunder, up to the face amount thereofthereof and shall allow for collection by facsimile or other electronic transmittal. In addition, the Letter of Credit shall provide that, in the event of LandlordSublessor’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by LandlordSublessor, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord Sublessor and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord Sublessor upon the issuer’s receipt of a sight draft from Landlord Sublessor (including a sight draft presented by facsimile or electronic transmittal) together with LandlordSublessor’s certificate certifying that Landlord Sublessor is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to LandlordSublessor. If the Letter of Credit has an expiration date earlier than the Expiration Sublease Termination Date, then throughout the term hereof (including any renewal or extension of the term) Tenant Sublessee shall provide evidence of renewal of the Letter of Credit to Landlord Sublessor at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord Sublessor draws on the Letter of Credit pursuant to the terms hereof, Tenant hereof Sublessee shall immediately within five (5) business days after demand replenish the Letter of Credit or provide Landlord Sublessor with an additional letter of credit conforming to the requirement of this paragraph Section so that the amount available to Landlord Sublessor from the Letter of Credit(s) provided hereunder is the Letter of Credit Amountamount specified herein. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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). In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. TenantSublessee’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 Sublessor to draw upon the Letter of Credit then in effect and, at LandlordSublessor’s election, constitute an Event event of Default default under this LeaseSublease. If Landlord Sublessor liquidates the Letter of Credit as provided in the preceding sentence, Landlord Sublessor shall hold the funds received from the Letter of Credit as a security deposit for TenantSublessee’s performance under this Lease. Sublessor may from time to time and without prejudice to any other remedy provided in this Lease or by Applicable Laws, and Landlord use all or a portion of the security deposit to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Sublessee’s breach under this Sublease. If Sublessor uses any portion of the security deposit, Sublessee, within five business (5) days after demand, shall restore the security deposit to its original amount. Sublessor shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant Sublessee with respect thereto. No Neither Master 28096-1611/134665466.1 Lessor, nor any lender or any purchaser at any judicial or private foreclosure sale of the Building Property or any portion thereof, thereof shall be responsible to Tenant Sublessee for such Letter of Credit or security deposit unless and only to the extent Master Lessor or such holder lender or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, Landlord Sublessor shall return to Tenant the Letter of Credit or the balance unapplied portion of the security deposit then held by Landlorddeposit, as applicable, to Sublessee within twenty-one (21) days after the later to occur of the later to occur of the Sublease Termination Date or the date Sublessee surrenders the Premises to Sublessor in the manner required by this Sublease; provided, however, that in no event shall any such return be construed as an admission by Landlord Sublessor that Xxxxxx Sublessee has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally Provided Sublessee is not in default under this Sublease and irrevocably waives has not previously been in default under this Sublease, the benefits and protections Letter of California Civil Code Section 1950.7, and, without limitation Credit may be (i) reduced by an amount equal to one month's Sublease Rent on the 1st anniversary of the scope Sublease Commencement Date, (ii) further reduced by an amount to one month’s Sublease Rent on the 2nd anniversary of such waiverthe Sublease Commencement Date, acknowledges and (iii) further reduced by an amount equal to one month's Sublease Rent on the 3rd anniversary of the Sublease Commencement Date. No automatic reduction in the Letter of Credit amount shall be permitted, it being agreed that Landlord Sublessee must first request a reduction in the Letter of Credit amount by written notice to Sublessor, which reduction shall be approved by Sublessor so long as Sublessee has complied with the foregoing requirements. Sublessee may use all or any part accelerate the foregoing first and second reductions of the Letter of Credit by providing evidence to Sublessor of an equity investment in Sublessee and/or a debt facility accessible (to Sublessor’s reasonable satisfaction) to Sublessee equal or greater than $15 million, and/or evidence reasonably satisfactory to the proceeds thereof Sublessor, of profitability for at least three consecutive financial quarters. The Letter of Credit shall be reduced by Sublessee causing the Bank to compensate Landlord for damages resulting from termination issue an amendment to the Letter of this Lease and Credit reflecting the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2)new amount.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash or check Security Deposit, Tenant shall cause to be delivered may deliver the Security Deposit to Landlord an original irrevocable standby in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “"Letter of Credit”") issued by and drawable upon any commercial bank which is a member of the New York Clearing House Association or other bank reasonably satisfactory to Landlord, trust company, national banking association or savings and loan association with offices for banking purposes in the amount specified in the Basic Lease Information City of San Francisco (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 $500,000,000. Landlord hereby approves of Canadian Imperial Bank of Commerce as an Issuing Bank and the form of Letter of Credit Amount”), naming attached hereto as Exhibit I. Such Letter of Credit shall (a) name Landlord as beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided (b) be in the Lease or by applicable lawamount of the Security Deposit, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, 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 with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”c) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one year, (1d) year permit multiple drawings, (e) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (f) otherwise be automatically renewable for an additional one (1) year period unless notice in form and content reasonably satisfactory to Landlord. If upon any transfer of non-renewal is given the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) Tenant and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. 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 transfereeso specify. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If no event shall the Letter of Credit has an expiration date earlier than 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 45 days next preceding the then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal expiration date of the Letter of Credit stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of the Non-Renewal 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 hereofof this Article 27, until Tenant shall immediately replenish the delivers to Landlord a substitute Letter of Credit or provide Landlord with an additional letter of credit conforming to which meets the requirement requirements of this paragraph so Section 27.2. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if and accompanied by a certificate signed by an authorized officer of Landlord (not in their individual capacity, but solely as an officer of Landlord) under penalty of perjury, that to such person's knowledge, information and belief, a default of Tenant beyond all applicable notice and cure periods has occurred and is continuing and that Landlord is entitled under the applicable rating Lease to draw the amount being drawn, will be duly honored upon presentation to the Issuing Bank at an office location in San Francisco, California. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements of this section 27.1 Uniform Customs and Practice for Documentary Credits (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above1993 revision), in the Letter International Chamber of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. 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 Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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, 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 Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)500.

Letter of Credit. 27.1 Upon signing this LeaseIn lieu of a cash deposit, Tenant shall cause to be delivered (at any time after delivery to Landlord an original irrevocable standby of such cash deposit) may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit, in the form attached hereto as Exhibit H (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the amount specified in the Basic Lease Information City of New York (the “Letter of Credit AmountIssuing Bank”), naming Landlord as beneficiarywhich 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 Landlord may draw uponis otherwise uninsured and unguaranteed), that is then rated, without prejudice regard to any other remedy provided in the Lease qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by applicable lawMxxxx’x Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications), to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Leaseand has combined capital, Any such draw on the Letter surplus and undivided profits of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to performless than $500,000,000. The Letter of Credit shall (i) name Landlord as beneficiary, (ii) be issued by a major commercial bank with a San Francisco, California service and claim point for the Letter of Credit, whose deposits are insured by the FDIC, and who shall be reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternativeamount of the Security Deposit, (iii) have a term of not less than one year, (1iv) year permit multiple drawings, (v) be fully transferable by Landlord multiple times without the consent of Tenant and without the payment of any fees or charges,(vi) be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuer payable to Landlord or an authorized representative of Landlord upon presentation of only the Letter of Credit and a sight draft and shall not later contain as a condition to a draw the requirement of Landlord’s certification or other statement as to the existence of Tenant’s default, and (vii) otherwise be in form and content satisfactory to Landlord; provided, however, that Landlord shall in no event be obligated to accept a Letter of Credit for any amount less than $50,000. If upon any transfer 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 year each thereafter during the Term through the date that is at least sixty (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 sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. 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 sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an then-current expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit Credit, stating that the Issuing Bank has elected not to Landlord at least sixty (60) days prior to the date renew the Letter of Credit expiresCredit. If Landlord draws shall have the right, upon receipt of a Non-Renewal 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 hereof, Tenant shall immediately replenish the of this Article 34. The Letter of Credit or provide Landlord shall state that drafts drawn under and in compliance 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 Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount terms of the Letter of Credit if will be duly honored upon presentation to the applicable rating Issuing Bank at an office location in New York City. The Letter of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming shall be subject in all respects to the requirements International Standby Practices 1998, International Chamber of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) 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)Commerce Publication No. In addition, in the event the Bank is placed into receivership or conservatorship by the 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 fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, 590. Tenant shall replace such Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. cooperate, at Tenant’s failure expense, with Landlord to promptly execute and deliver to Landlord any replacementand all modifications, additional or extension amendments, and replacements of the Letter of Credit, or evidence as Landlord may reasonably request to carry out the intent, terms and conditions of renewal of the Letter of Credit, within the time specified under this Lease Article 34. If Tenant shall entitle deliver to Landlord to draw upon the a Letter of Credit in lieu of a cash deposit as herein provided, then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and 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 purchaser at any judicial or private foreclosure sale of the Building 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 a reasonable period thereafter Landlord shall return to Tenant the Letter of Credit or the balance unapplied balance, if any, of the security cash deposit then held previously deposited by LandlordTenant with Landlord as security, as applicable; providedplus the interest thereon to the extent not previously applied or paid to Tenant, and less, however, that in no event shall any such return be construed as an admission by the administrative fee to which Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. 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 Letter of Credit or the proceeds thereof 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)is entitled.