AMOUNT NOT TO EXCEED IN THE AGGREGATE
US[$_____________ (______________ AND 00/100 UNITED STATES DOLLARS)] EFFECTIVE
IMMEDIATELY AND EXPIRING AT OUR OFFICE ON ______.
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU ON DEMAND UPON RECEIPT OF
EACH OF THE FOLLOWING:
1.
DRAFT DRAWN AT SIGHT ON DEUTSCHE BANK AG, NEW YORK BRANCH, FOR THE AMOUNT OF THE
DRAWING MARKED "DRAWN UNDER DEUTSCHE BANK AG, NEW YORK BRANCH LETTER OF CREDIT
NO. 839BGC1400___".
2.
A DATED STATEMENT, SIGNED BY AUTHORIZED REPRESENTATIVE OF TRANSBAY TOWER LLC
(SIGNED AS SUCH) STATING: "(I) THAT BENEFICIARY IS OTHERWISE ALLOWED TO DRAW
DOWN ON THE LETTER OF CREDIT PURSUANT TO THE TERMS OF THAT CERTAIN OFFICE LEASE
BY AND BETWEEN BENEFICIARY AND APPLICANT DATED _______________, AS AMENDED
(COLLECTIVELY, THE "LEASE"), (II) THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE
FULL AMOUNT OF LETTER OF CREDIT NO. 839BGC1400___ AS THE RESULT OF THE FILING OF
A VOLUNTARY PETITION UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE
BY THE TENANT UNDER THE LEASE, WHICH FILING HAS NOT BEEN DISMISSED AT THE
720213.12/WLA
372738-00005/4-9-14/mem/ejw
-4-
Salesforce Tower
415 MISSION STREET
[salesforce.com, Inc.]
TIME OF THIS DRAWING, OR (III) THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE
FULL AMOUNT OF LETTER OF CREDIT NO. 839BGC1400___ AS THE RESULT OF AN
INVOLUNTARY PETITION HAVING BEEN FILED UNDER THE U.S. BANKRUPTCY CODE OR A STATE
BANKRUPTCY CODE AGAINST THE TENANT UNDER THE LEASE, WHICH FILING HAS NOT BEEN
DISMISSED AT THE TIME OF THIS DRAWING."
It is a condition of this Letter of Credit that it shall be automatically
extended without amendment for one (1) year from the expiry date hereof or any
future expiry date unless at least THIRTY (30) days prior to such expiration
date WE SEND NOTICE TO YOU BY hand deliverY OR OVERNIGHT courier, at the address
stated above, that we elect not to extend this Letter of Credit for any such
additional period.
THIS LETTER OF CREDIT IS TRANSFERABLE. ANY TRANSFER REQUEST MUST BE PRESENTED TO
US WITH THE ATTACHED FORM TOGETHER WITH THE ORIGINAL LETTER OF CREDIT. TRANSFERS
PAGE TWO OF TWO PAGES
IRREVOCABLE STANDBY LETTER OF CREDIT NO. 839BGC1400___
TO DESIGNATED FOREIGN NATIONALS AND/OR SPECIALLY DESIGNATED NATIONALS ARE NOT
PERMITTED AS BEING CONTRARY TO THE U.S. TREASURY DEPARTMENT OR FOREIGN ASSETS
CONTROL REGULATIONS. ALL TRANSFER CHARGES ARE FOR THE ACCOUNT OF THE
BENEFICIARY.
WE ENGAGE WITH YOU THAT DRAFTS DRAWN UNDER AND IN CONFORMITY WITH THE TERMS AND
CONDITIONS OF THIS CREDIT WILL BE DULY HONORED ON PRESENTATION IF PRESENTED ON
OR BEFORE THE EXPIRATION AT OUR COUNTERS AT 60 WALL ST., 38TH FLOOR, NEW YORK,
NY 10005 ATTN: TRADE SERVICES.
PRESENTATION OF A DRAWING UNDER THIS LETTER OF CREDIT MAY BE MADE ON OR PRIOR TO
THE THEN CURRENT EXPIRATION DATE HEREOF BY HAND DELIVERY, COURIER SERVICE, OR
OVERNIGHT MAIL.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE - PUBLICATION 600.
VERY TRULY YOURS,
DEUTSCHE BANK AG,
NEW