(THE "LETTER OF
CREDIT"), WHICH SUM IS AVAILABLE AGAINST THE BENEFICIARY'S SIGHT DRAFT(S) DRAWN
ON US AND ACCOMPANIED BY A STATEMENT SIGNED BY BENEFICIARY WHICH STATEMENT SHALL
READ AS FOLLOWS:
"WE HEREBY CERTIFY THAT THE BENEFICIARY IS ENTITLED TO DRAW UPON THIS LETTER OF
CREDIT IN THE AMOUNT OF THE DRAFT SUBMITTED HEREWITH PURSUANT TO THAT CERTAIN
SUBLEASE BETWEEN BENEFICIARY, AS SUBLANDLORD, AND [
], AS SUBTENANT,
AS THE SAME MAY HAVE BEEN AMENDED OR ASSIGNED."
C-1
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT WILL BE AUTOMATICALLY
EXTENDED WITHOUT AMENDMENT FOR PERIODS OF ONE YEAR FROM THE PRESENT OR ANY
FUTURE EXPIRATION DATE.
IN THE EVENT WE DO NOT EXTEND THIS LETTER OF CREDIT, WE
SHALL NOTIFY YOU IN WRITING BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR
OVERNIGHT COUREIR SERVICE AT THE ABOVE LISTED ADDRESS, AT LEAST SIXTY (60) DAYS
PRIOR TO THE THEN PRESENT EXPIRATION DATE.
IN THE EVENT THAT WE NOTIFY YOU THAT WE ELECT NOT TO EXTEND THIS LETTER OF
CREDIT, YOU MAY DRAW HEREUNDER BY MEANS OF YOUR DRAFT EXECUTED BY BENEFICIARY
WITHOUT PRESENTATION OF THE FOREGOING STATEMENT OR ANY ADDITIONAL
DOCUMENTATION.
IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY
EXTENDED BEYOND SEPTEMBER 28, 2028.
THIS LETTER OF CREDIT IS TRANSFERABLE IN WHOLE BUT NOT IN PART ONE OR MORE
TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND FOR
THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN
COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO
THE REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF
COMMERCE.
AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINALS
OR COPIES OF ALL AMENDMENTS, IF ANY, TO THIS LETTER OF CREDIT MUST BE
SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER
WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT A DULY EXECUTED.
APPLICANT
SHALL PAY OUR TRANSFER FEE OF 1⁄4 OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00
AND MAXIMUM US$5,000.00) UNDER THIS LETTER OF CREDIT.
EACH TRANSFER SHALL BE
EVIDENCED BY EITHER (1) OUR ENDORSEMENT ON THE REVERSE OF THE LETTER OF CREDIT
AND WE SHALL FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO ENDORSED TO THE
TRANSFEREE OR (2) OUR ISSUING A REPLACEMENT LETTER OF CREDIT TO THE TRANSFEREE
ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE TRANSFERRED LETTER OF
CREDIT (IN WHICH EVENT THE TRANSFERRED LETTER OF CREDIT SHALL HAVE NO FURTHER
EFFECT).
PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE AUTHORIZED UNDER THIS LETTER OF
CREDIT.
WE HEREBY AGREE THAT DRAFTS DRAWN IN ACCORDANCE WITH THE TERMS STIPULATED HEREIN
WILL BE DULY HONORED UPON PRESENTATION AND DELIVERY OF DOCUMENTS AS SPECIFIED
VIA OVERNIGHT COURIER SERVICE IF PRESENTED TO: SILICON VALLEY BANK, 3003 TASMAN
DRIVE, 2ND FLOOR, MAIL SORT HF210, SANTA CLARA, CALIFORNIA 95054, ON OR BEFORE
, OR ANY AUTOMATICALLY EXTENDED EXPIRATION DATE.
IF A
CONFORMING DEMAND FOR PAYMENT IS PRESENTED BEFORE 10:00 A.M. PACIFIC