12
Master Landlord's Consent
The undersigned Master Landlord under the Master Lease (as defined in
the above Sublease) hereby consents to such Sublease, on the terms and
conditions stated herein.
Master Landlord:
EOP-PENINSULA OFFICE PARK, L.L.C.
By:
Print Name:
Print Title:
Date:
13
EXHIBIT C
IRREVOCABLE STANDBY LETTER OF CREDIT
LETTER OF CREDIT NO.:
[INSERT NUMBER] DATE OF ISSUE:
[INSERT DATE]
APPLICANT:
Serena Software, Inc. BENEFICIARY:
RSA Security, Inc. AMOUNT:
$120,276.00 EXPIRATION DATE
[INSERT DATE] PLACE FOR PRESENTATION OF DOCUMENTS:
[INSERT LOCAL ADDRESS]
BANK HEREBY ESTABLISHES AN IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR
OF THE BENEFICIARY BY ORDER AND FOR THE ACCOUNT OF THE APPLICANT FOR A SUM OR
SUMS NOT TO EXCEED $
IN THE AGGREGATE.
THIS CREDIT IS AVAILABLE WITH BANK AGAINST THE PRESENTATION OF DRAFTS
DRAWN AT SIGHT, SIGNED BY THE BENEFICIARY, AND ACCOMPANIED BY THE FOLLOWING
DOCUMENTS:
1.THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
2.THE WRITTEN STATEMENT PURPORTEDLY SIGNED BY THE BENEFICIARY STATING THAT:
"BENEFICIARY IS ENTITLED TO DRAW UNDER THIS LETTER OF CREDIT PURSUANT TO
THE TERMS OF THAT CERTAIN SUBLEASE BETWEEN RSA SECURITY, INC. AND SERENA
SOFTWARE, INC. DATED JANUARY
, 2002 WITH RESPECT TO PROPERTY LOCATED AT 2755
CAMPUS DRIVE, SAN MATEO, CALIFORNIA.
PARTIAL DRAWINGS MAY BE MADE UNDER THIS LETTER OF CREDIT.
IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE
DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR PERIODS FROM THE
PRESENT EXPIRATION DATE HEREOF, UNLESS, AT LEAST 30 DAYS PRIOR TO ANY SUCH
EXPIRATION DATE, WE SHALL NOTIFY YOU IN WRITING BY CERTIFIED MAIL OR COURIER
SERVICE AT THE ABOVE LISTED ADDRESS THAT WE ELECT NOT TO CONSIDER THIS
IRREVOCABLE LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD. UPON
RECEIPT BY YOU OF SUCH NOTICE, YOU MAY DRAW HEREUNDER BY MEANS OF YOUR DRAFT(S)
ON US AT SIGHT, SIGNED BY THE BENEFICIARY, ACCOMPANIED BY A STATEMENT, SIGNED BY
THE BENEFICIARY, STATING THAT:
AS OF THE DATE OF THIS DRAWING, THE BENEFICIARY HAS NOT RECEIVED A
SUBSTITUTE LETTER OF CREDIT OR OTHER INSTRUMENT ACCEPTABLE TO THE BENEFICIARY AS
SUBSTITUTE FOR BANK LETTER OF CREDIT NO. [INSERT L/C NO.]
NOTWITHSTANDING THE ABOVE, THE FINAL EXPIRATION DATE SHALL BE NO EARLIER
THAN
, 200
[SIXTY DAYS AFTER EXPIRATION DATE].
THIS LETTER OF CREDIT IS TRANSFERABLE. YOU MAY TRANSFER THIS LETTER OF
CREDIT TO YOUR TRANSFEREE OR SUCCESSOR AT NO COST TO YOU OR YOUR TRANSFEREE.
APPLICANT SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY TRANSFER FEE AND ANY OTHER
REQUIREMENTS RELATIVE TO THE UCP 500 (AS HEREINAFTER DEFINED) AND U.S.
GOVERNMENT REGULATIONS.
2
IN THE EVENT THIS LETTER OF CREDIT IS TRANSFERRED, THE TRANSFEREE SHALL
BE THE BENEFICIARY HEREOF AND DRAFTS AND DOCUMENTS PURSUANT HERETO MUST BE
EXECUTED BY A REPRESENTATIVE OF THE TRANSFEREE.
ALL DRAFTS, ACCOMPANYING DOCUMENTS AND OTHER COMMUNICATIONS REQUIRED OR
PERMITTED UNDER THIS LETTER OF CREDIT MUST BE MARKED: "DRAWN UNDER BANK LETTER
OF CREDIT NO. [INSERT L/C NO.]"
ALL