Common use of Additional Security Deposit Clause in Contracts

Additional Security Deposit. In addition to the Security Deposit referred to in Section 33.1 above, Tenant shall upon execution of this Lease deposit with Landlord the sum of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) (the "Additional Security Deposit") to be held by Landlord under the conditions herein contained as additional security for Tenant's performance of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner as the Security Deposit, provided, however, Landlord shall use or apply all of the Security Deposit before using or applying any of the Additional Security Deposit. The Additional Security Deposit shall be held by Landlord for the full term of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its return. Provided that Tenant is not in default beyond any applicable cure periods, including restoration, if necessary of the Security Deposit, to its original amount, Tenant shall be entitled to the return of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior to its return to Tenant all or any part of the Additional Security Deposit is used or applied by Landlord, Tenant shall restore the same to the amount which existed at the time of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Term.

Additional Security Deposit. In addition to Landlord and ▇▇▇▇▇▇ acknowledge and agree that, simultaneously with the Security Deposit referred to in Section 33.1 aboveexecution and delivery of this First Amendment, Tenant shall upon execution deliver to Landlord an additional security deposit of this Lease deposit $500,000.00 in the form of a letter of credit materially consistent with Landlord the sum form of one hundred eighty-four thousand six hundred letter of credit attached hereto as Exhibit B and thirty-eight dollars ($184,638) issued by Comerica Bank (the "“Additional Security Deposit") ”). If Tenant fails to be held by Landlord pay rent or other charges due, after the expiration of any applicable notice and cure periods, under the conditions herein contained as additional security Lease or any direct lease between Landlord and Tenant for the sixth (6th) and seventh (7th) floors of the Building (the “Other Lease”), Landlord may, upon three (3) Business Days’ prior written notice to Tenant's performance of its obligations under this Lease. Landlord shall be entitled to use , draw upon, use, apply or apply retain all or any portion of the Additional Security Deposit in for the same manner as payment of any such overdue rent or other charge or for the Security Depositpayment of any other sum to which Landlord becomes obligated by reason of such default, provided, however, or to compensate Landlord shall use for any out- of-pocket loss or apply all of the Security Deposit before using or applying any of the Additional Security Deposit. The Additional Security Deposit shall be held damage actually incurred by Landlord for the full term as a result thereof. If Landlord so uses or applies all or any portion of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its return. Provided that Tenant is not in default beyond any applicable cure periods, including restoration, if necessary of the Security Deposit, to its original amount, Tenant shall be entitled to the return of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the said Additional Security Deposit, provided it is not Tenant shall, within ten (10) Business Days after written demand therefor, provide to Landlord a replacement letter of credit meeting the requirements set forth above or an amendment to the then-existing letter of credit in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior an amount sufficient to its return to Tenant all or any part of the restore said Additional Security Deposit is used or applied by Landlord, Tenant shall restore the same to the amount which existed at above stated. If ▇▇▇▇▇▇ performs all of Tenant’s obligations to Landlord under the time Lease and the Other Lease (if any), said letter of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit credit shall be returned to Tenant within a reasonable period of time fifteen (15) days following expiration the later to expire or sooner terminate of the Lease Termor the Other Lease (if any). Notwithstanding the foregoing, in the event Landlord determines, in its commercially reasonable discretion, that the financial condition of the issuer of the letter of credit has so declined as to cause concern that such issuer may not honor a draw on the letter of credit, Tenant shall promptly, and in any event, within sixty (60) days of Landlord’s written demand therefor, provide Landlord with a replacement letter of credit in a form substantially similar to the form of letter of credit attached hereto as Exhibit B from another financial institution reasonably acceptable to Landlord.

Additional Security Deposit. In addition to (a) Commencing as of the Security Deposit referred to third (3rd) Lease Year, in Section 33.1 abovethe event that at any time the Rent Coverage Ratio for any two (2) consecutive trailing calendar quarters is less than the Minimum Rent Coverage Ratio, an Event of Default shall occur unless Tenant shall upon execution within ten (10) business days of this Lease deposit with Landlord notice from Landlord, and thereafter on a monthly basis at the sum time of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) (the "Additional Security Deposit") to be held by Landlord under the conditions herein contained as additional security for Tenant's performance each payment of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner Minimum Rent continuing until such time as the Security Deposit, provided, however, Landlord shall use or apply all of the Security Deposit before using or applying any of the Additional Security Deposit. The Additional Security Deposit shall be held by Landlord for the full term of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its return. Provided that Tenant Minimum Rent Coverage Ratio is not in default beyond any applicable cure periods, including restoration, if necessary of the Security Deposit, to its original amount, Tenant shall be entitled to the return of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations satisfied for two (2) consecutive fiscal yearstrailing calendar quarters, deposit cash in the amount of the then aggregate monthly Gross Revenue generated by the Premises multiplied by one and one-half percent (1.5%). If Tenant’s obligation to make such additional deposits shall continue until the date on which Tenant has made aggregate additional cash deposits to the Security Deposit pursuant to this Section 4.2 in an amount equal to Thirty-One Million Five Hundred Eighty-Two Thousand One Hundred Eighty-One Dollars ($31,582,181). In the event that the Rent Coverage Ratio for any two (2) consecutive trailing calendar quarters is equal to the Minimum Rent Coverage Ratio at such time as Landlord holds any time prior additional Security Deposit pursuant to its return this Section 4.2(a), all such amounts shall be promptly returned to Tenant, subject to Tenant’s obligation to re-commence depositing incremental increases to the Security Deposit pursuant to this Section 4.2(a) should the Rent Coverage Ratio for any two (2) consecutive calendar quarters thereafter be less than the Minimum Rent Coverage Ratio. All deposits made by Tenant all or any pursuant to this Section 4.2(a) and pursuant to Section 4.3(a) shall constitute and be a part of the Additional Security Deposit is for purposes of this Master Lease. Tenant may from time to time substitute a standby irrevocable letter of credit for cash potions of the Security Deposit deposited pursuant to this Section 4.2(a) and Section 4.3(a). Any such letter of credit shall be in compliance with the Letter of Credit Agreement, which shall be concurrently amended to reflected the increased Letter of Credit Amount (as defined therein). (b) As used herein, (1) “Minimum Rent Coverage Ratio” means 1.10 to 1.00; (2) “Rent Coverage Ratio” shall mean the ratio of Portfolio EBITDAR-X to Portfolio Rent Expense; (3) “Portfolio EBITDAR-X” shall mean, for any period of determination, (A) Portfolio EBITDARM minus (B) a management fee equal to the greater of (i) five percent (5%) of Gross Revenues generated during such calendar quarter, or applied (ii) actual overhead for such quarter, minus (C) reserves for capital expenditures in such amount reasonable approved by Landlord; (4) “Portfolio EBITDARM” shall mean, as of the end of any calendar quarter, the aggregate net income of Tenant shall restore the same for such period to the amount which existed at extent derived from the time collective operation of the event Premises, adjusted to add thereto, to the extent allocable to the Premises, without duplication, (A) interest expense, (B) income tax expense, (C) depreciation and amortization expense, (D) rental expense, and (E) management fee expenses, in each case determined in accordance with GAAP to the extent applicable; (5) “Portfolio Rent Expense” shall mean, for any period of default. Unless earlier returned to Tenants as provided for hereindetermination, the Additional Security Deposit shall be returned to amount of Total Rent payable by Tenant within a reasonable period of time following expiration of the Lease Term.under

Additional Security Deposit. In addition to the Security Deposit referred to --------------------------- established in Section 33.1 aboveArticle 2(o) of the Lease, Tenant agrees to deliver to Landlord, on or prior to the Commencement Date, a letter of credit issued by any National or State Chartered Bank for the benefit of Landlord ("Letter of Credit"). The Letter of Credit shall upon execution of this Lease deposit with Landlord the sum of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) (the "Additional Security Deposit") to be held by Landlord under the conditions herein contained serve as additional security for Tenant's performance Security Deposit subject to the terms of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion Article 7 of the Additional Security Deposit Lease and may be drawn upon by the Landlord, prior to its expiration, in the same manner as the Security Deposit, provided, however, Landlord shall use or apply all event of application of the Security Deposit before using by Landlord to the extent that the original Security Deposit is not sufficient to pay such costs, all as provided in Article 7. The Letter of Credit shall have a term of two years commencing on the Commencement Date, and be in the face amount of $150,000, automatically reducing by its terms by $10,000 per calendar month in which Tenant paid all it's rent under this lease; provided that the Letter of Credit shall automatically terminate in the event that Tenant becomes a public company as defined in the Securities Act of 1934. EXHIBIT "A" ---------- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇ ------------------------------------- [FIRST AND SECOND FLOOR PLAN APPEARS HERE] EXHIBIT "B" Site Plan ------------- SYCAMORE CREEK OFFICE R&D PARK 10655 10665 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, ▇▇ [SITE PLAN] SORRENTO VALLEY ROAD EXHIBIT "C" TENANT IMPROVEMENTS - PLANS AND SPECIFICATIONS BUILDING STANDARD WORK. Landlord shall furnish, at its sole cost and expense, the Building Standard Work depicted and described herein, including all architectural, mechanical and electrical plans required for the performance of such work. Landlord's Building Standard Work shall be installed in Tenant's Premises or applying any within the Building prior to the commencement of the Additional Security Deposit. The Additional Security Deposit shall be held by Landlord for the full term Term of the Lease unless Lease. Certain materials and until Tenant satisfies or items of Building Standard Work may already be in place in the conditions contained premises or in this Section 33.2 for its return. Provided that Tenant is not in default beyond any applicable cure periodsthe building before the commencement of construction, including restoration, if necessary of the Security Deposit, to its original amount, Tenant shall be entitled to the return of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved and are a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior to its return to Tenant all or any part of the Additional Security Deposit is used Building Standard Work. (a) Demising/Fire Separation Walls 3-1/2" steel studs from floor to structure ------------------------------ above with 5/8" drywall each side, texture finish. (b) Interior Walls 3-1/2" steel studs with 1/2" drywall each side to ceiling, -------------- light texture finish/washable surface. (c) Ceilings 2'0" x 4'0" white suspended t-bar grid with 3/4" ▇▇▇▇▇▇▇▇▇ Class -------- (A) fissured tiles at 9'0" above finished floor. Vinyl coated at labs. (d) Flooring 30 oz. Anso IV nylon carpet, loop or applied by Landlordcut pile, Tenant shall restore the same to the amount which existed at the time of the event of defaultglue direct; or -------- ▇▇▇▇▇▇▇▇▇ Standard "Excelon" vinyl composition floor tile; either with ▇▇▇▇▇▇ 4" Rubberlyte top set base. Unless earlier returned to Tenants as provided for hereinEpoxy flooring in glass-wash room, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Termsheet vinyl in Haz Mat room. (e) Paint ▇▇▇▇▇▇ "▇▇▇▇▇▇" flat or semi gloss acrylic vinyl wall paint; ▇▇▇▇▇▇ ----- "Aeroplate" lacquer door and frame paint.

Additional Security Deposit. In addition On or before the date the first installment of the Termination Fee is due and payable pursuant to the Security Deposit referred to in Section 33.1 aboveV.F below, Tenant shall upon execution of this Lease deposit with pay Landlord the sum of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) 2,096,666.67 (the "Additional Security Deposit") which is added to be held by Landlord under the conditions herein contained as additional security for Tenant's performance of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner as the Security Deposit, provided, however, Landlord shall use or apply all and becomes part of the Security Deposit before using or applying any currently held by Landlord as provided under Section 9 of the Lease as security for payment of Rent and the performance of the other terms and conditions of the Lease by Tenant, other than those obligations arising out of the Termination Fee payable by Tenant hereunder, as defined below. Accordingly, the Security Deposit shall be increased from $803,333.33 (which is in the form of (x) an irrevocable Letter of Credit in the amount of $668,333.33, which Letter of Credit shall immediately be extended, by amendment, for no less than 60 days and then substituted or consolidated into a single letter of credit with the Additional Security DepositLetter of Credit (defined below), and (y) cash in the amount of $135,000.00) to $ 2,900,000.00. The Additional Security Deposit shall be held in the form of an irrevocable letter of credit (the "Additional Letter of Credit"), which Additional Letter of Credit shall: (a) be in the amount of $2,096,666.67; (b) be issued on substantially the form attached hereto as EXHIBIT C; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution reasonably satisfactory to the Landlord. The Additional Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year or for a term expiring 45 days after the Early Termination Date, if less than one year remains on the Lease. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Additional Letter of Credit by Landlord for pursuant to the full term terms hereof or as a result of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its return. Provided that Tenant is not in default beyond any applicable cure periods, including restoration, if necessary of the Security Deposit, to its original amount, Tenant shall be entitled to the return of fifty percent (50%) expiration of the Additional Security Deposit upon establishing for LandlordLetter of Credit then in effect, based upon audited financial statementsrenew or replace the original and any subsequent Additional Letter of Credit so that an Additional Letter of Credit, that it has achieved in the amount required hereunder, is in effect until a net worth of date which is at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year45 days after the Early Termination Date of the Lease. Thereafter If Tenant shall be entitled fails to furnish such renewal or replacement Additional Letter of Credit at least 45 days prior to the return of the remainder stated expiration date of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior to its return to Tenant all or any part Letter of the Additional Security Deposit is used or applied Credit then held by Landlord, Tenant shall restore Landlord may draw upon such Additional Letter of Credit and hold the same proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the amount which existed terms of Section 9 of the Lease. Any renewal or replacement of the original or any subsequent Additional Letter of Credit shall meet the requirements for the original Additional Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution reasonably satisfactory to the Landlord at the time of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Termissuance thereof.

Additional Security Deposit. In addition Within five (5) business days after the full execution and delivery of this Lease, Tenant will pay Landlord by wire transfer pursuant to the Security Deposit referred instructions set forth in Exhibit D to in Section 33.1 above, Tenant shall upon execution of this Lease an additional security deposit with Landlord the sum of one hundred eighty-four thousand six hundred and thirty-eight dollars Six Hundred Thousand Dollars ($184,638600,000) (the "“Additional Security Deposit") to be held by Landlord under the conditions herein contained as additional security for Tenant's performance of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner as the Security Deposit, provided, however, Landlord shall use or apply all of the Security Deposit before using or applying any of the Additional Security Deposit”). The Additional Security Deposit shall be held by Landlord as security for payment by Tenant of Base Monthly Rent to be paid by Tenant under this Lease, and not as prepayment of rent. Notwithstanding anything to the full term of the Lease unless and until Tenant satisfies the conditions contrary contained in this Section 33.2 for its return. Provided 3.8, in the event that Tenant is not in default beyond applicable notice and cure periods of any applicable cure periodsof its obligations to pay Base Monthly Rent under this Lease, including restorationthen within ten (10) business days after Landlord receives confirmation that Tenant has paid each installment of Base Monthly Rent due pursuant to this Lease, if necessary Landlord will refund to Tenant an amount equal to Seventy-Five Thousand Dollars ($75,000), which amount will be deducted from the then-remaining balance of the Additional Security Deposit. Tenant hereby grants to Landlord a security interest in the Additional Security Deposit, including but not limited to its original amount, Tenant shall be entitled to the return of fifty percent (50%) replenishments thereof. Landlord may apply such portion or portions of the Additional Security Deposit upon establishing for as are reasonably necessary only to remedy any default by Tenant in the payment of Base Monthly Rent. Subject to the foregoing, Tenant hereby waives any restriction on the uses to which the Additional Security Deposit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute. In the event the Additional Security Deposit or any portion thereof is so used, Tenant shall pay to Landlord, based promptly upon audited financial statementsdemand, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive an amount in cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled sufficient to restore the Additional Security Deposit to the return of the remainder full original sum. Landlord shall not be deemed a trustee of the Additional Security Deposit, provided . Landlord may use the Additional Security Deposit in Landlord’s ordinary business and shall not be required to segregate it is from Landlord’s general accounts. Tenant shall not in default beyond be entitled to any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining interest on the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal yearsAdditional Security Deposit. If at Landlord transfers the Building or the Property during the Lease Term, Landlord may pay the Additional Security Deposit to any time prior to its subsequent owner in conformity with the provisions of Section 1950.7 of the California Civil Code and/or any successor statute, in which event the transferring landlord shall be released from all liability for the return to Tenant all or any part of the Additional Security Deposit is used or applied by Landlord, Tenant shall restore the same to the amount which existed at the time of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease TermDeposit.

Additional Security Deposit. In addition to the Security Deposit referred to in Section 33.1 above, A. Tenant shall deliver a letter of credit for Suite 200A (the "Suite 200A Letter of Credit") to Landlord upon execution of this Amendment. The security deposit for Suite 200A (the "Suite 200A Security Deposit") shall be in the form of an irrevocable letter of credit, similar to the form attached hereto as Exhibit C, which Suite 200A Letter of Credit shall: (i) be in the amount of $918,766.80; (ii) be in form and substance satisfactory to Landlord; (c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured financial institution reasonably satisfactory to the Landlord; and (e) expire no later than 60 days after the Extended Termination Date. Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease as of the effective date of any reduction of the Suite 200A Security Deposit, Tenant shall have the right to reduce the amount of the Suite 200A Security Deposit (i.e. the Suite 200A Letter of Credit) pursuant to Section 4 of the Lease. B. Tenant shall deliver a letter of credit for Suite 200 (the "Suite 200 Letter of Credit") to Landlord on or before May 1, 2001. The security deposit with for Suite 200 (the "Suite 200 Security Deposit") shall be in the form of an irrevocable letter of credit, similar to the form attached hereto as Exhibit C, which Suite 200 Letter of Credit shall: (i) be in the amount of $1,318,161.60; (ii) be in form and substance satisfactory to Landlord; (c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured financial institution satisfactory to the sum Landlord; and (e) expire no later than 60 days after the Extended Termination Date. Provided that Tenant is not in default under the Lease, Landlord shall, upon receipt of one hundred eighty-four thousand six hundred and thirty-eight dollars the Suite 200 Letter of Credit, return the Suite 200A Letter of Credit to Tenant. Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease as of the effective date of any reduction of the Suite 200 Security Deposit, Tenant shall have the right to reduce the amount of the Suite 200 Security Deposit ($184,638i.e. the Suite 200 Letter of Credit) pursuant to Section 4 of the Lease. C. Tenant shall deliver a letter of credit for the Premises (the "Third Letter of Credit") to Landlord on or before September 1, 2001. The security deposit for the Premises (the "Additional Security Deposit") to be held by Landlord under the conditions herein contained as additional security for Tenant's performance of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner form of an irrevocable letter of credit, similar to the form attached hereto as Exhibit C, which the Security Deposit, provided, however, Third Letter of Credit shall: (i) be in the amount of $1,504,506.00; (ii) be in form and substance satisfactory to Landlord; (c) name Landlord shall use or apply all of as its beneficiary; (d) be drawn on an FDIC insured financial institution satisfactory to the Security Deposit before using or applying any of Landlord; and (e) expire no later than 60 days after the Additional Security Deposit. The Additional Security Deposit shall be held by Landlord for the full term of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its returnExtended Termination Date. Provided that Tenant is not in default beyond any applicable cure periodsunder the Lease, including restorationLandlord shall, if necessary upon receipt of the Third Letter of Credit, return the Suite 200 Letter of Credit and the letter of credit in the amount of $278,458.00 (the "Existing L/C") to Tenant. Landlord and Tenant acknowledge and agree that the Existing L/C is the remaining amount of the security deposit in the form of a letter of credit through the Third Amendment of the Lease. Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease as of the effective date of any reduction of the Suite 200 Security Deposit, to its original amount, Tenant shall be entitled have the right to reduce the return of fifty percent (50%) amount of the Additional Security Deposit upon establishing for Landlord(i.e. the Third Letter of Credit) as follows: (i) $1,485,236.00 effective as of February 1, based upon audited financial statements2002; (ii) $1,221,604.00 effective June 1, that it has achieved a net worth of at least fifty 2002; $1,185,182.00 effective September 1, 2002; (50iv) million dollars $1,165,912.00 effective February 1, 2003; (v) $902,280.00 effective June 1, 2003; (vi) $865,859.00 effective September 1, 2003; (vii) $846,588.00 effective February 1, 2004; (viii) $582,956.00 effective June 1, 2004; and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the Additional Security Deposit(ix) $319,324.00 effective June 1, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior to its return to Tenant all or any part of the Additional Security Deposit is used or applied by Landlord, Tenant shall restore the same to the amount which existed at the time of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Term2005.

Additional Security Deposit. In addition consideration of and as a further condition to Landlord's consent to the Security Deposit referred to Sublease, on or before the Commencement Date of the Sublease (as defined in Section 33.1 abovethe Sublease), Tenant shall upon execution deliver to Landlord an irrevocable stand-by letter of this Lease deposit with Landlord credit in the sum amount of one hundred eighty-four thousand six hundred Two Million Five Hundred Seventy Five Thousand and thirty-eight dollars 00/100 Dollars ($184,6382,575,000.00) (the "Additional Security DepositLETTER OF CREDIT") to be held by Landlord under the conditions herein contained as additional security credit enhancement for Tenant's continued performance under the Lease and not as a security deposit, as more particularly described in this Section 6. (a) The Letter of Credit shall be in form and substance and issued by a bank that is reasonably satisfactory to Landlord. The Letter of Credit shall: (i) name Landlord as beneficiary; (ii) allow Landlord to make partial and multiple draws thereunder up to the face amount only for the purposes permitted under this Section 6, (iii) require the issuing bank to pay to Landlord the amount of a draw upon receipt by such bank of a sight draft signed by Landlord and presented to the issuing bank, accompanied by Landlord's statement that said draw is being made in accordance with the terms of this Section 6; and (iv) provide that Landlord can freely transfer it upon an assignment or other transfer of its interest in the Lease to the assignee or transferee without having to obtain the consent of Tenant or the issuing bank, provided that the assignee or transferee has agreed to be bound by Landlord's obligations under the Lease and this LeaseSection 6. Landlord shall be entitled to use draw upon the Letter of Credit in accordance with this Section 6, or apply all or at any portion time within thirty (30) days prior to the expiration date of the Additional Security Deposit Letter of Credit unless Tenant shall have delivered to Landlord a replacement Letter of Credit meeting the requirements of this Section 6 and with an expiration date not less than twelve (12) months after the date of delivery. The Letter of Credit (or a replacement thereof satisfactory to Landlord) shall remain in effect until the expiration (i.e., March 31, 2011) or the sooner termination of the Lease, howsoever arising. (b) Landlord shall have the right (but shall not be obligated to) draw under the Letter of Credit for the following purposes only: (i) to remedy any monetary Event of Default by Tenant in the same manner performance of its obligations under the Lease; and (ii) to compensate Landlord for any losses, costs, liabilities or damages incurred by Landlord as a result of Tenant's failure to perform its monetary obligations under the Security DepositLease (collectively, provided, however"Losses"); or (iii) in the event Landlord reasonably determines that there is a material impairment of Tenant's ability to meet its ongoing monetary obligations under the Lease. In the event Landlord draws under the Letter of Credit pursuant to subsections (b)(i) and (ii) above, Landlord shall use or apply all the proceeds of such draw solely to, and only in such amount necessary to, remedy the monetary Event of Default by Tenant under the Lease and to compensate Landlord for Losses. In the event Landlord draws under the Letter of Credit pursuant to subsection (b)(iii) above, Landlord shall first apply the proceeds from the Letter of Credit to any rental obligations then due and unpaid under the Lease, and thereafter may apply the proceeds from the Letter of Credit to future, unpaid rental obligations due through the expiration date of the Security Deposit before using Lease, whether or applying any not the Lease is terminated prior to such date. If, despite the intent of the Additional Security Depositparties that the Letter of Credit not be considered a security deposit, a court of competent jurisdiction determines that the Letter of Credit is in fact a security deposit, then Tenant hereby waives to the extent inconsistent with the foregoing any restriction on the uses to which the proceeds of a draw under the Letter of Credit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute, if applicable. The Additional Security Deposit shall If Landlord so uses or applies the proceeds of a draw under the Letter of Credit pursuant to this Section 6, Tenant shall, within ten (10) business days after demand therefor, deposit cash or other collateral with the issuing bank and as required by the issuing bank in an amount sufficient to restore the Letter of Credit to the amount thereof in effect immediately prior to such draw, and Tenant's failure to do so shall, at Landlord's option, be held by an Event of Default under the Lease. In the event Landlord has drawn the entire Letter of Credit pursuant to subsection (b)(iii) above, and if Tenant subsequently provides adequate assurance, in Landlord's reasonable judgment, that Tenant will continue to perform its monetary obligations under the Lease, then upon Tenant's delivery of a replacement Letter of Credit for the full term amount thereof in effect immediately prior to such draw, Landlord shall refund to Tenant that portion of the Lease unless and until Tenant satisfies the conditions contained Letter of Credit proceeds not already applied to rent that has previously become due. (c) The Letter of Credit, or so much thereof as has not theretofore been applied by Landlord in accordance with this Section 33.2 6 or reduced pursuant to the following provisions of this Section 6, shall be returned, without payment of interest or other increment for its return. Provided that their use, to Tenant is not in default beyond any applicable cure periodsat the expiration (i.e., including restorationMarch 31, if necessary 2011) or sooner termination of the Security DepositLease. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit. (d) Commencing on the second (2nd) month of the Sublease Term (as defined in the Sublease), to its original amount, Tenant the amount of the Letter of Credit shall be entitled to reduced by Thirty Four Thousand Seven Hundred Ninety Seven and 30/100 Dollars ($34,797.30) per month, such that the return Letter of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant Credit shall be entitled reduced to a zero balance by the return of the remainder of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If at any time prior to its return to Tenant all or any part of the Additional Security Deposit is used or applied by Landlord, Tenant shall restore the same to the amount which existed at the time of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Term(i.e., March 31, 2011).

Additional Security Deposit. In addition No additional security deposit shall be required in connection with this Amendment. Effective as of the Extension Date and subject to the Security Deposit referred to in Section 33.1 aboveremaining terms of Article VI, and provided: (i) Tenant shall upon execution of has timely paid all Rent due under this Lease deposit with Landlord during the sum 12 month period immediately preceding the effective date of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) (the "Additional Security Deposit") to be held by Landlord under the conditions herein contained as additional security for Tenant's performance any reduction of its obligations under this Lease. Landlord shall be entitled to use or apply all or any portion of the Additional Security Deposit in the same manner as the Security Deposit, provided(ii) Tenant’s financial condition is equal to or greater than its financial condition as of August 3, however, Landlord shall use or apply all of the Security Deposit before using or applying any of the Additional Security Deposit. The Additional Security Deposit shall be held by Landlord for the full term of the Lease unless and until Tenant satisfies the conditions contained in this Section 33.2 for its return. Provided that 2006; (iii) Tenant is not in default beyond any applicable cure periodsunder the Lease; and (iv) Tenant is in 100% occupancy of the Premises, including restoration, if necessary Tenant shall have the right to reduce the amount of the Security DepositDeposit so that the new Security Deposit amount will be reduced from $31,462.42 to $20,000.00 effective as of August 1, 2007. If Tenant is not entitled to its original amountreduce the Security Deposit as of the reduction effective date due to Tenant’s failure to satisfy the conditions set forth herein or in the Lease, Tenant shall be entitled not have the right to reduce the Security Deposit. Notwithstanding anything to the return of fifty percent (50%) of contrary contained herein, if Tenant has been in Default under the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder of the Additional Security Deposit, provided it is not in default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it has also maintained positive cash flow from its operations for two (2) consecutive fiscal years. If Lease at any time prior to its return to Tenant all or the effective date of any part reduction of the Additional Security Deposit and Tenant has failed to cure such default within any applicable cure period, then Tenant shall have no further right to reduce the amount of the Security Deposit as described herein. If Tenant is used or applied by Landlordentitled to a reduction in the Security Deposit, Tenant shall restore provide Landlord with written notice requesting that the same Security Deposit be reduced as provided above (the “Reduction Notice”). If Tenant provides Landlord with a Reduction Notice, and Tenant is entitled to reduce the amount which existed at Security Deposit as provided herein, Landlord shall refund the time applicable portion of the event of default. Unless earlier returned to Tenants as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period 45 days after the later to occur of time following expiration (a) Landlord’s receipt of the Lease TermReduction Notice, or (b) the date upon which Tenant is entitled to a reduction in the Security Deposit as provided above.

Additional Security Deposit. (a) In the first sentence of Section 20.22(a) of the Lease, the language “which has a financial strength rating of A or better by A.M. Best” is hereby deleted and replaced with the following: “having a long-term issuer credit rating from Standard & Poor’s Professional Rating Service of A or a comparable rating from ▇▇▇▇▇’▇ Professional Rating Service. If the issuer’s credit rating is reduced below A, then Landlord shall have the right to require that Tenant obtain from a different issuer a Replacement Letter (as hereinafter defined) that complies in all respects with the requirements of this Section within thirty (30) days following Landlord’s written demand. If the issuer of any Letter (as hereinafter defined) held by Landlord is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity then said Letter shall be deemed not to meet the requirements of this Section and, within thirty (30) days following Landlord’s written demand, Tenant shall obtain from a different issuer a Replacement Letter that complies in all respects with the requirements of this Section.” (b) In addition to the Security Deposit referred required under the Lease, Tenant, or an affiliate or subsidiary of Tenant, shall deliver to in Section 33.1 above, Tenant shall upon execution of this Lease Landlord an additional security deposit with Landlord the sum of one hundred eighty-four thousand six hundred and thirty-eight dollars ($184,638) (the "“Additional Security Deposit"”) in the amount of One Million One Hundred Ninety-One Thousand Eight-One and 00/100 Dollars ($1,191,081.00). The Additional Security Deposit shall be in the form of a supplemental Letter of Credit, a replacement Letter of Credit, or an amendment to the existing Letter of Credit which complies with the requirements of Section 20.22(a) of the Lease, as amended hereby. Tenant shall use diligent efforts to deliver such supplemental Letter of Credit, replacement Letter of Credit, or amendment to the existing Letter of Credit to Landlord as soon as possible, but in any event no later than forty-five (45) days after the 27th Floor Premises Commencement Date, time being of the essence. Tenant’s failure to timely provide such supplement, replacement or amendment shall constitute an Event of Default for which there shall be held by Landlord under the conditions herein contained as additional security for Tenant's performance of its obligations under this Leaseno notice or cure period. Landlord shall be entitled cooperate reasonably with Tenant to use or apply all or any portion effect the delivery of the Additional Security Deposit in the same manner as the Security Deposit, providedincluding, howeverif required, the contemporaneous exchange of a replacement Letter of Credit for the existing Letter of Credit. Notwithstanding anything to the contrary contained herein, Landlord shall use or apply all of have no obligation to credit the Security Deposit before using or applying any of Unused Contribution against Tenant’s rent until Landlord receives the Additional Security Deposit. The Additional Security Deposit shall be held as additional security for Tenant’s obligations under the Lease, as amended by Landlord for this Second Amendment, subject to and in accordance with Section 20.22(b) of the full term Lease. (c) Section 20.22(c) of the Lease unless remains in full force and until Tenant satisfies effect and shall continue to govern the conditions contained in this Section 33.2 for its return. Provided that Tenant is not in default beyond any applicable cure periods, including restoration, if necessary of reduction the Security Deposit, to its original amount, Tenant shall be entitled to Deposit (but not the return of fifty percent (50%) of the Additional Security Deposit upon establishing for Landlord, based upon audited financial statements, that it has achieved a net worth of at least fifty (50) million dollars and that it has maintained a positive cash flow from its operations for one full fiscal year. Thereafter Tenant shall be entitled to the return of the remainder reduction of the Additional Security Deposit, provided it is not in which shall be governed by Section 16(d) below). (d) For purposes hereof, “Reduction Date” shall mean March 1 of calendar years 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021, and “Reduction Period” shall mean each Reduction Date plus the thirty (30) day period following such Reduction Date. Provided that: (1) during the applicable Reduction Period, no Event of Default (or any monetary default beyond any applicable cure periods, upon establishing for Landlord, based upon audited financial statements, that, while maintaining the continuous net worth required above, that it of which Landlord has also maintained positive cash flow from its operations for two given Tenant notice) shall exist; and (2) consecutive fiscal years. If during the applicable Reduction Period, Tenant’s chief financial officer shall certify in writing to Landlord that, as of the applicable Reduction Date, Tenant is managing at any time prior least Five Billion and 00/100 Dollars ($5,000,000,000.00) of investment funds for a market-based fee; then Tenant shall have the right during each Reduction Period to its return to Tenant all or any part reduce the amount of the Additional Security Deposit is used (by delivery of a Replacement Letter or applied by Landlord, Tenant shall restore the same an amendment to the amount which existed at the time of the event of default. Unless earlier returned to Tenants existing Letter) as provided for herein, the Additional Security Deposit shall be returned to Tenant within a reasonable period of time following expiration of the Lease Term.follows: