Common use of of the Lease Clause in Contracts

of the Lease. If such failure by Landlord shall continue for 10 Business Days after Landlord’s receipt of the S/H Notice (or, if such failure is not reasonably susceptible of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.09

of the Lease. If Tenant fails to deliver to Landlord Tenant's Appraiser's Notice before the expiration of such failure by thirty (30) day period, then Tenant and Landlord shall continue for 10 Business Days be conclusively deemed to have agreed to Landlord's Renewal Rent Determination, and the Renewal Term Fixed Rent shall equal the Renewal Term Fixed Rent set forth in Landlord's Renewal Rent Determination. 2. Provided Landlord has received Tenant's Renewal Rent Determination within the time set forth in Paragraph 1 above, Landlord and Tenant's Appraiser, within fifteen (15) days after Landlord’s 's receipt of the S/H Notice Tenant's Renewal Rent Determination, shall jointly appoint a mutually agreeable second appraiser who shall be impartial (or, if such failure is not reasonably susceptible of cure herein called the "FINAL APPRAISER") and notify Tenant thereof. If Landlord and Tenant's Appraiser fail to agree upon and appoint the Final Appraiser within such 15-day period, then either Landlord or Tenant may request that the American Arbitration Association ("AAA") appoint the Final Appraiser within ten (10) days after such longer period as may request, and both parties shall be reasonably necessary to complete bound by any appointment so made within such 10-day period. If the same with due diligence provided that Landlord commences the cure Final Appraiser shall not have been appointed within said 10 Business Day period and prosecutes the same with reasonable diligence)such 10-day period, then either Landlord or Tenant may apply to any court having jurisdiction to make such appointment. The Final Appraiser shall have subscribe and swear to an oath to fairly and impartially perform his duties hereunder. 3. Within fifteen (15) days after the right (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation appointment of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08Final Appraiser, Landlord shall pay to Tenant submit a copy of the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as Initial Renewal Rent Notice to the amounts Final Appraiser, and Tenant shall submit a copy of such costsTenant's Renewal Rent Determination to the Final Appraiser. If either Landlord fails or Tenant shall fail to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) submit such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration materials in accordance with the provisions of Section 8.09this Paragraph 3 of this Exhibit G, then the Final Appraiser shall notify any party which failed to submit its required materials of its failure (which notice shall refer specifically to this Paragraph 3 of this Exhibit G), and if, in such event, the failing party does not, within a period of ten (10) days after its receipt of such notice, submit its required materials, then (i) if Tenant failed to so submit its required materials, the Renewal Term Fixed Rent shall be the amount thereof set forth in Landlord's Renewal Rent Determination, or (ii) if Landlord failed to so submit its required materials, the Renewal Term Fixed Rent shall be determined using the Renewal Fair Market Fixed Rent set forth in Tenant's Renewal Rent G-1 92 Determination, and any such determination shall be conclusive and binding upon both Landlord and Tenant. 4. If both Landlord and Tenant submit their respective required materials in accordance with the provisions of Paragraph 3 of this Exhibit G, then the Final Appraiser, within twenty (20) days after its receipt of both sets of required materials, shall select which of Landlord's Renewal Rent Determination or Tenant's Renewal Rent Determination, in his opinion, more accurately reflects the Renewal Fair Market Fixed Rent, and shall notify Landlord and Tenant of such selection in writing. The Renewal Fair Market Fixed Rent set forth in the selected Fair Market Determination shall be used to determine the Renewal Term Fixed Rent, and such determination shall be conclusive and binding upon both Landlord and Tenant. 5. The fees and expenses of any such appraisal process shall be borne by the parties equally, except that Landlord shall bear the expense, if any, of the Initial Renewal Rent Notice and Tenant shall bear the expense of Tenant's Appraiser, and each party shall bear the expense of its attorneys and experts.

of the Lease. If In the ----------- event Tenant makes the repair or replacement, and such failure work will affect the structure of the Building and/or the Building systems, Tenant shall use only those contractors used by Landlord shall continue in the Building for 10 Business Days work on such structure of the Building or Building systems unless such contractors are unwilling or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after Landlord’s receipt of the S/H Notice (oran invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such failure is not invoice from Tenant sets forth a reasonably susceptible particularized breakdown of cure its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct, from Rent payable by Tenant under the Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such periodinvoice, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same setting forth with reasonable diligenceparticularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall have not then be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the right matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 16 (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation Arbitration) of the Building or with Lease, and whose costs shall be paid for by ---------- the business or operations losing -19- party, unless it is not clear that there is a "losing party," in which event the costs of any other tenants of the Building (in each case other than to a de minimis extent)arbitration shall be shared equally. If Tenant performs any prevails in the arbitration, the amount of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord the award (which shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with include interest thereon at the Interest Rate from the time of each expenditure by Tenant until the date incurred until paid Tenant receives such amount by payment or credited offset and attorneys' fees and related costs) may be deducted by Tenant from the rents next due and owing under the Lease. Notwithstanding the foregoing, Tenant shall have the right to make repairs or replacements which Landlord is otherwise required to make hereunder, and to recover up to $25,000 of the cost thereof as provided in the preceding paragraph, without written notice to Landlord, if each of the following conditions is met: (i) such repairs or replacements must be made immediately in order to avoid imminent danger to life or significant property damage, (ii) the need for such repairs or replacements became known to Tenant (the “S/H Amount”), within 30 days after delivery in such a time frame that written notice to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), practical and (Biii) Tenant gives such notice to Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to as is practical in the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.09circumstances.

of the Lease. If such failure by Landlord Tenant shall continue for 10 Business Days after Landlord’s receipt increase the minimum limits of liability under its comprehensive or commercial general liability coverage set forth in clauses (i), (ii) and (iii) of the S/H Notice (or, if such failure is not reasonably susceptible final sentence of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation Section 7.05(a) of the Building or Original Lease to $7,500,000 with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as respect to the amounts of such costsBasement Space. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice Such insurance shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance otherwise comply with the provisions of Section 8.097.05 and the other applicable provisions of the Lease. (a) Landlord shall perform the work shown on Landlord’s plans and specifications therefor (“Basement Plans”) once the same have been approved by Tenant (the “Basement Work”). The Basement Work shall be performed in a good and workmanlike manner and in compliance with all applicable Legal Requirements. If Tenant disapproves the Basement Plans submitted by Landlord, then it shall provide Landlord with the detailed, written reasons for such disapproval within five (5) business days after Tenant receives Landlord’s submission. If Tenant fails to approve or disapprove of the Basement Plans within five (5) business days after their submission, which approval shall not be unreasonably withheld, conditioned or delayed, and Landlord informs Tenant of such failure by written notice that states “SECOND REQUEST FOR TENANT’S APPROVAL OF BASEMENT PLANS. TENANT’S FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT SHALL BE DEEMED TO CONSTITUTE TENANT’S APPROVAL OF SUCH BASEMENT PLANS IN ACCORDANCE WITH THE TERMS OF THE LEASE”, or language to substantially the same effect, then Tenant’s failure to approve or disapprove within such additional five (5) business day period shall be deemed to constitute Tenant’s approval of the Basement Plans. (b) With respect to any line item of work in the Budget (as hereinafter defined) costing in excess of $10,000, Landlord shall solicit bids for the performance of such work from at least three (3) trade contractors or materialmen selected by Landlord, and Landlord shall accept the lowest qualified bid unless Tenant shall approve Landlord’s acceptance of a higher bid. (c) The final budget for the Basement Work (the “Budget” shall be subject to Tenant’s approval. If Tenant fails to approve or disapprove the Budget within five (5) business days after it is submitted to Tenant by Landlord, then Tenant’s failure to approve or disapprove within such five (5) business day period shall be deemed to constitute Tenant’s approval of the Budget. Any material changes in the Basement Plans and any change orders shall be subject to Tenant’s approval, which shall not be unreasonably withheld, conditioned or delayed. If Tenant fails to approve or disapprove a change in the Basement Plans or a change order within five (5) business days after it is submitted to Tenant by Landlord, then Tenant’s failure to approve or disapprove within such five (5) business day period shall be deemed to constitute Tenant’s approval thereof. To the extent any architectural fees or other costs are incurred in connection with value engineering of the Basement Plans done at Tenant’s request, Tenant shall be responsible for payment of such fees and costs.

of the Lease. In the event of a Partial Destruction of the Premises that is an Insured Loss, CITY shall immediately pursue completion of all repairs necessary to restore the Premises to the condition which existed immediately prior to said Partial Destruction, other than COUNTY’s fixtures, inventory, personal property or other items used by COUNTY’s in its operation of the use on the Premises, for which COUNTY is required to maintain insurance pursuant to Section 14.2 of the Lease and for which COUNTY shall restore (the “County Property”). The restoration work for which CITY is responsible (including any demolition required) shall be completed by the City (except with respect to the County Property), at City’s sole cost, with reasonable diligence following the occurrence of said Partial Destruction. The restoration work for which COUNTY is responsible (including any demolition required) shall be completed by the COUNTY, at COUNTY’S sole cost, with reasonable diligence following the occurrence of said Partial Destruction. The Partial Destruction of the Premises shall in no way render this Lease null and void. If a Partial Destruction of the Premises occurs that is not an Insured Loss, CITY may either: (i) repair such failure by Landlord damage as soon as reasonably possible at CITY's expense, in which event this Lease shall continue for 10 Business Days after Landlord’s receipt of in full force and effect, or (ii) terminate this Lease by giving written notice to COUNTY. In the S/H Notice (orevent CITY elects to terminate this Lease, if such failure is not reasonably susceptible of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant COUNTY shall have the right within 10 days after receipt of the termination notice to give written notice to CITY that COUNTY elects to pay for the repair of such damage without reimbursement from CITY. In such event and provided COUNTY has sufficient funds at hand for the repairs, this Lease shall continue in full force and effect and COUNTY shall complete the repairs as soon as reasonably possible. In the event of Total Destruction of the Premises or the Premises being legally declared unsafe or unfit for occupancy, CITY shall have the option of terminating this Lease or immediately instigating action to rebuild or make repairs, as necessary, to restore the Premises (but not including repair or replacement of COUNTY’s fixtures, inventory, personal property or other items used by COUNTY’s in its operation of the use on the Premises, for which COUNTY is responsible) to the condition which existed immediately prior to the destruction. In the event CITY elects to terminate this Lease under either of the two proceeding paragraphs, CITY shall reimburse COUNTY for the reimbursement payments made by COUNTY to CITY, if any, pursuant to Section 2.5 of the Funding Agreement (“County Payment”), in the following amounts: (i) if the termination occurs during the first ten years of the Lease Term, City shall pay to COUNTY 100% of the County Payment, and (ii) commencing on the 10th anniversary of the Commencement Date and on each one year anniversary thereafter, the amount of the County Payment subject to reimbursement by CITY under this paragraph shall be reduced by an amount equal to 1/15 of the County Payment. AMENDMENT (9.5 S) This Lease sets forth the entire agreement between CITY and COUNTY and any modification must be in the form of a written amendment executed by both CITY and COUNTY. PARTIAL INVALIDITY (9.6 S) If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Lease. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (9.7 S) If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Financial inability shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to considered a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such circumstance excusing performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(bSTATE AUDIT (9.8 N) shall be resolved by arbitration Pursuant to and in accordance with Section 8546.7 of the provisions California Government Code, in the event that this Lease involves expenditures and/or potential expenditures of Section 8.09public funds aggregating in excess of ten thousand dollars ($10,000), CITY and COUNTY shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment under this Lease. The examination and audit shall be confined to those matters connected with the performance of this Lease, including, but not limited to, the costs of administering this Lease.

of the Lease. “If Tenant shall fail to perform any repair or maintenance required hereunder, and such failure shall continue for fifteen (15) days after notice thereof by Landlord, in addition to the other rights and remedies of Landlord, Landlord may perform any such repair or maintenance on Tenant’s behalf. In the case of an emergency, no prior notification by Landlord shall continue be required. Landlord may take such actions without any obligation and without releasing Tenant from any of Tenant’s obligations. All sums so paid by Landlord and all incidental costs incurred by Landlord, shall be deemed additional Rent and shall be paid by Tenant to Landlord on demand.” Articles 7.4 and 7.5 of the Lease are hereby deleted in their entirety. Landlord shall enter into a preventive maintenance agreement for 10 Business Days after the heating, air conditioning and ventilation equipment serving the Premises, the cost of which shall be reimbursable by Tenant in accordance with Article 4 of the Lease.” Capital repairs for HVAC units (eg. full unit replacement or compressor repair/replacement) will be classified as a capital expense for the term and shall be prorated for reimbursement from tenant, based on the useful life of the replacement or repair. The prorata reimbursement calculation shall be based on the total cost of the replacement/repair, multiplied by a prorata amount that is calculated as the remaining term of the lease as numerator and useful life of the replacement unit as denominator. Landlord shall perform any repair or replacement of the Premises water heater for the first nine (9) months of the lease term. The following is hereby added as a new Paragraph 45: Prior to vacating the Premises, it must be left in good, clean condition with all systems in good working order, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all its obligations under this Lease. The items that will be inspected by Landlord are listed below, but not limited to the following: 1. Service and repair all heating and air conditioning equipment, exhaust fans and hot water heater. 2. All lights in the office and warehouse must be working. Re-lamp and/or re-ballast the fixtures as necessary. 3. Overhead doors must be serviced and repaired. 4. All exterior metal doors, including hardware should be serviced or replaced as necessary. 5. Repair all damaged sheet rock in the office area and in the warehouse along the demising walls. 6. Office and warehouse floors should be left in good, clean condition. 7. Any exterior signage must be removed; repair and repaint the fascia as necessary. 8. The bathroom and any janitor’s sinks and closets must be cleaned with all plumbing in good working order and condition, all lights and fans in good working condition and all items removed from any cabinets. 9. All data and electrical wiring for Tenant’s personal equipment and machinery needs to be removed to the point of origin and any repairs from damage made. The following is hereby added as a new Paragraph 46: During the term of the Lease and any agreed upon extension thereof, Tenant, its authorized representatives and its invitees shall have the non-exclusive right to use the parking facilities located at the Building, jointly and in common with all others entitled to the use thereof. Tenant agrees not to overburden the parking facilities located at the Building and agrees to cooperate with Landlord and other tenants at the Building in the use of said parking facilities. Landlord reserves the right, in the exercise of its sole and absolute discretion, to determine whether Landlord’s parking facilities at the Building are becoming overcrowded and, in such event, to allocate parking spaces among the various tenants in the Building or to designate a specific area or areas within which Tenant, its authorized representatives and its invitees must park. Tenant shall be entitled to use twenty four (24) unreserved “In Common” parking spaces at the Building. Tenant expressly agrees and understands that the twenty four (24) parking spaces are not reserved and that Landlord, in the exercise of its sole and absolute discretion, may designate the area or areas of the parking facilities located at the Building where said in common parking spaces are to be located. Landlord shall have the right at any time to make changes to the location of driveways, entrances, exits, parking spaces, parking areas, or the direction of the flow of traffic. All responsibility for damage and theft to vehicles is assumed by Tenant and Tenant’s employees, visitors and customers. Tenant shall repair or cause to be repaired, at Tenant’s sole cost and expense, any and all damage to the Premises, Common Areas and Building caused by Tenant, or Tenant’s employees, visitors, or customers use of such parking areas. The following is hereby added as a new Paragraph 47: “The cost of water, sewer and sprinkler system maintenance and monitoring shall be reimbursable by Tenant in accordance with Article 4 of the Lease.” The words “water, sewer, sprinkler system charges” contained in the first sentence of Article 13 of the Lease are hereby deleted. The following is hereby added as a new Paragraph 48: “The monthly Direct Expense and Tax charge for the Premises located at 00000 Xxxx Xxxxxxx, Xxxxx 000-000, Xxxx Xxxxxx Xxxxxxxxxx 00000, is estimated at $0.38 per square foot or $2,790.72 per month.” The following is hereby added as a new Paragraph 49: “The total amount of Security Deposit to be held on hand by Landlord shall be Twenty Six Thousand One Hundred Forty Four and 64/100 dollars ($26,144.64). Security Deposit shall be due upon execution of this Lease.” Provided Tenant is not in default through the first seventeen (17) months of the Lease term, Tenant shall provide written confirmation that their current Assets are greater than Twelve ($12,000,000) Million dollars. After receipt of said written confirmation, Landlord shall refund one-half ( 1/2) equal to one (1) months rent of the S/H Notice (or, if such failure Security Deposit to the Tenant. Providing Tenant is not reasonably susceptible in default and has performed all of cure within such periodits covenants and obligations under the Lease as of the date this option is exercised, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right option to extend this lease for one (but 1) additional three (3) year period (the “Option Term”) by giving written notice (“Option Notice”) to Landlord not more than 180 days and not less than ninety (90) days prior to the expiration date of this Lease. Landlord, after receipt of the Option notice, shall not promptly deliver notice to the Tenant (“Tenant’s Notice”) setting forth the Fair Market Rental, as defined below, and other monetary terms and conditions for the Option Term, which shall be obligated), applicable to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with for the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent)Option Term. If Tenant performs any desires to accept the Landlord’s terms and conditions, Tenant shall have ten (10) days after its receipt of Landlord’s obligations Notice to exercise the extension option by delivering a written acceptance letter thereof to Landlord. Tenant’s failure to timely deliver the written notices required under this paragraph shall render the option to extend void. If Tenant properly and timely exercises the extension option as provided above, the term of this Lease shall be extended by the Option Term, and, except as otherwise expressly provided for to the contrary herein, all of the terms, conditions and covenants of this lease shall remain in accordance with this Section 4.08, Landlord shall pay to Tenant full force and effect during any extension except that the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon Base Rent payable at the Interest Rate from commencement of the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) said extended term shall be resolved by arbitration as set forth in accordance with the provisions of Section 8.09Landlord’s Notice.

of the Lease. If such failure by Landlord shall continue for 10 Business Days after agrees to apply said security deposit to the outstanding obligations due to Landlord’s receipt , as set forth in Landlord's ledger dated as of June 29, 2004, which ledger is attached to this Seventh Amendment as Exhibit A (the "Ledger"). The portion of the S/H Notice (orLease Termination Payment remaining outstanding and unpaid after application of the security deposit as shown in the Ledger, namely, $158,307.60, shall be due and payable by Tenant to Landlord in six equal installments of $26,384.60 each, commencing July 9, 2004 and so continuing on the first day of each calendar month thereafter until December 1, 2004, on which latter date the final installment shall be due and payable. Installments of the Lease Termination Payment which are not paid when due are subject to the late charge and default interest provisions, if any, set forth in the Lease. Notwithstanding Landlord's agreement with Tenant to completely terminate the Lease with respect to the Remaining Premises and otherwise as of the Effective Date, as aforesaid, (1) Tenant shall remain fully obligated and liable to pay to Landlord sums which Tenant has agreed to pay pursuant to the terms and provisions of this Seventh Amendment, which have not, as of the Effective Date, been paid, until such failure is not reasonably susceptible of cure within such period, such longer period time as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have fully discharged and satisfied said obligations, (2) Tenant shall have until the right close of business on Friday, July 16, 2004 (but the "Final Surrender Date"), to completely vacate and surrender the Remaining Premises, provided however that Tenant acknowledges that Landlord will be installing certain tenant improvements and otherwise configuring the Remaining Premises for occupancy by a new tenant (collectively, "Landlord's Work") during the period between the Effective Date and the Final Surrender Date and, in consideration of Landlord's permitting Tenant to continue to occupy portions of the Remaining Premises until the Final Surrender Date, Tenant agrees to organize and consolidate its remaining personal property during the period between the Effective Date and the Final Surrender Date in accordance with Landlord's reasonable requests and in areas of the Remaining Premises which will permit Landlord's Work to proceed without unreasonable interference during said period, and (3) this Seventh Amendment shall not be obligated)construed or interpreted to alter, amend and/or modify Landlord and Tenant's respective responsibilities and obligations to each other under and by reason of the Lease, to perform the obligation which Landlord so failed extent (but only to perform. Any work performed outside the Premises shall not interfere with extent) that any such responsibilities and obligations arose prior to the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees Effective Date and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from would have continued beyond the date incurred until paid or credited to Tenant (provided in the “S/H Amount”)Lease for the expiration of its term, within 30 days after delivery to Landlord in the absence of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.09Seventh Amendment.

of the Lease. If such failure The Refurbishment Allowance shall be disbursed by Landlord to Tenant in accordance with the following procedure: Tenant shall continue deliver to Landlord: (i) a request for 10 Business Days after payment of Tenant’s general contractor (“Contractor”), which Contractor shall be retained by Tenant and shall be subject to Landlord’s receipt reasonable prior written approval, and which request shall be approved by Tenant, in a form to be provided by Landlord; (ii) invoices from all subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s Agents”), for labor rendered and materials delivered to the Premises for the Refurbished Improvements; (iii) executed unconditional mechanics’ lien releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d) and either Section 3262(d)(3) or Section 3262(d)(4); and (iv) all other information reasonably requested by Landlord. However, to the extent the Refurbished Improvements constitute cosmetic work (e.g., painting and installation of carpet or other flooring), a general contractor will not be required by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the S/H Notice work furnished and/or the materials supplied as set forth in Tenant’s payment request. Promptly thereafter, assuming Landlord receives all of the applicable information described in items (ori) through (iv), if such failure is not reasonably susceptible above, Landlord shall deliver a check made payable to Tenant in payment of cure within such periodthe amounts so requested by Tenant (but in no event to exceed the amount of the Refurbishment Allowance), such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same does not dispute any request for payment based on non-compliance of any work with reasonable diligence)approved construction drawings, then Tenant shall have the right (but or due to any substandard work. Landlord’s payment of such amounts shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation deemed Landlord’s approval or acceptance of the Building work furnished or with materials supplied as set forth in Tenant’s payment request. Although Tenant may commence the business Refurbished Improvements at any time after mutual execution of this First Amendment, in no event shall Landlord have any obligation to disburse all or operations of any other tenants portion of the Building (Refurbishment Allowance prior to January 1, 2010 and in each case other than no event shall Tenant be entitled to a de minimis extent). If any unused portion of the Refurbishment Allowance which is not requested by Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount 5 on or before December 31, 2010. Tenant acknowledges that the date on which Refurbished Improvements will be performed during the same is due and payable Lease Term, that Tenant shall be entitled to conduct business throughout the course of construction of such renovations, but Tenant under shall not be entitled to any abatement of Rent (except as expressly provided in Section 4 of this Section 4.08(bFirst Amendment above), and provided that (A) such failure continues for 5 Business Days after nor shall Tenant notifies Landlord be deemed to be constructively evicted from the Premises as a result of the construction of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.09renovations.

of the Lease. If Landlord fails to respond to any such failure by Landlord shall continue for 10 Business Days after Landlord’s receipt of request within the S/H Notice five (or5) business day period set forth above, if such failure is not reasonably susceptible of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right to provide Landlord with a second request. Tenant’s second request must specifically state that Landlord’s failure to respond within a period of two (but 2) business days following Tenant’s delivery of such second notice pursuant to the TCCs of Section 29.18 of the Lease shall be deemed to be an approval by Landlord of the proposed MEP Engineer or LifeSafety Consultant. If Landlord’s failure to respond continues for two (2) business days after Tenant’s delivery of the second request pursuant to the TCCs of Section 29.18 of the Lease, the MEP Engineer or LifeSafety Consultant proposed by Tenant for which Tenant has requested such consent shall be deemed to have been approved by Landlord. The plans and drawings to be prepared by the Architect and any structural, mechanical, electrical, plumbing, lifesafety or HVAC consultants retained by Tenant (including the MEP Engineer and the LifeSafety Consultant) (collectively, the “Engineers”) shall be known collectively as the "Construction Drawings". The Construction Drawings may be prepared and submitted to Landlord independently for each portion of the Premises (on no less than on a floor by floor basis) and Landlord shall review the Construction Drawings so submitted. All Construction Drawings shall comply with the drawing format and specifications determined by Landlord, and shall be subject to Landlord's reasonable approval, which shall not be obligated)withheld except in the case of a “Design Problem,” as that term is defined below. Tenant and Architect shall verify, to perform in the obligation which field, the dimensions and conditions as shown on the relevant portions of the Base Building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord so failed to performshall have no responsibility in connection therewith. Any work performed outside Landlord's review of the Premises Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not interfere with the operation imply Landlord's review of the Building same, or with obligate Landlord to review the business same, for quality, design, Code compliance or operations of other like matters. Accordingly, notwithstanding that any other tenants of the Building (in each case other than Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to a de minimis extent). If Tenant performs any of by Landlord or Landlord’s obligations under this Lease in accordance with this Section 4.08's space planner, architect, engineers, and consultants, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant have no liability whatsoever in connection therewith)therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, together with interest thereon at the Interest Rate from the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the amounts of such costsConstruction Drawings. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same A “Design Problem” is due and payable to Tenant under this Section 4.08(b)defined as, and provided will be deemed to exist if such Improvements may (i) affect the exterior appearance of the Premises or Building; (ii) adversely affect the Building Structure; (iii) adversely affect the Building Systems; (iv) fail to comply with applicable Laws, (v) reduce the availability of points needed by Landlord to maintain Landlord's LEED Gold certification for the Building, or (vi) adversely affect any other tenant premises in the Building that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement are directly adjacent and/or contiguous to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.09Premises.

of the Lease. If such failure by In connection with Tenant's Initial Work and Tenant's Initial First Offer Space Work only, if Landlord shall continue fail to notify Tenant that Landlord has consented in writing or not consented in writing to any of Tenant's revisions to Tenant's plans, specifications, or applications (or portions thereof) for 10 Tenant's Initial Work or Tenant's Initial First Offer Space Work, as the case may be, as provided in Subsection 5.02A(i) above within five (5) Business Days after Landlord’s 's receipt of a written notice (a "Tenant's Initial Work Revisions Notice" or a "Tenant's Initial First Offer Space Work Revisions Notice", as the S/H Notice (or, if such failure is not reasonably susceptible of cure within such period, such longer period as case may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08be) delivered by Tenant, Landlord shall pay be deemed to Tenant have granted such consent if such Tenant's Initial Work Revisions Notice or Tenant's Initial First Offer Space Work Revisions Notice, as the actualcase may be, out-of-pocket cost of such performance shall include the revisions to the plans, specifications, or applications (including all fees or portions thereof) for Tenant's Initial Work or Tenant's Initial First Offer Space Work, as the case may be, and costsshall bear the following legend typed in bold, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon capital letters at the Interest Rate from the date incurred until paid or credited to Tenant top: "IF LANDLORD SHALL FAIL TO NOTIFY TENANT THAT LANDLORD HAS CONSENTED OR NOT CONSENTED TO THE REVISIONS TO THE PROPOSED [TENANT'S INITIAL WORK (the “S/H Amount”OR TENANT'S INITIAL FIRST OFFER SPACE WORK) /PLANS, SPECIFICATIONS, OR APPLICATIONS (OR PORTIONS THEREOF)] SPECIFIED HEREIN WITHIN FIVE (5) BUSINESS DAYS FOLLOWING LANDLORD'S RECEIPT OF THIS NOTICE, within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(bLANDLORD SHALL BE DEEMED TO HAVE CONSENTED TO SUCH REVISIONS TO THE PROPOSED [TENANT'S INITIAL WORK (OR TENANT'S INITIAL FIRST OFFER SPACE WORK) /PLANS, SPECIFICATIONS, OR APPLICATIONS (OR PORTIONS THEREOF), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN ] IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of Section 8.095.02D.II.

of the Lease. If Tenant shall use a general contractor acceptable to Landlord for construction of the Finish Work, such failure approval therefor not to be unreasonably withheld or conditioned by Landlord shall continue for 10 Business Days after Landlord(Landlord acknowledging that either of Bowdoin Construction and J. Xxxxxx & Associates, Inc. are hereby approved as Tenant’s receipt of the S/H Notice general contractor) and to be granted or denied within five (or, if such failure is not reasonably susceptible of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that 5) business days following Tenant’s request. Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but shall not be obligated), to perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation responsible for any aspects of the Building design or with construction of Finish Work, the business or operations correction of any other tenants defects therein, or any delays in the completion thereof, except as expressly set forth below, with respect to Landlord Delays (as defined below). Tenant shall pay Landlord or its affiliate a construction coordination fee equal to one percent (1%) of all Hard Costs, which fee shall be paid as the Finish Work progresses. Tenant shall construct the Finish Work in a good and workmanlike manner, using new or like new materials of first quality, and shall comply with applicable laws and all applicable ordinances, orders and regulations of governmental authorities applicable to the Finish Work. Tenant shall obtain all permits necessary for the prosecution of the Building (in each case other than to a de minimis extent)Finish Work. If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actualcooperate, at no out-of-pocket cost of to Landlord, in obtaining any such performance (including all fees permits, it being expressly understood that Landlord shall execute, and/or notarize, and costsdeliver to Tenant and/or to applicable governmental authorities, including reasonable legal fees such customary forms, customary certifications, customary declarations and disbursements, incurred such customary applications as required by Tenant in connection therewith), together with interest thereon at the Interest Rate and/or provided by applicable governmental authorities from the date incurred until paid owner of the Property with respect to customary permitting of Finish Work provided, however, in no event shall Landlord be required to incur any liability on account of conditions imposed upon such permits or credited be deemed to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of be responsible for such costsFinish Work. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) No Finish Work shall be resolved by arbitration performed except in accordance with the provisions approved Construction Documents for the Finish Work, and any Finish Work Change Orders, approved by Landlord in accordance with this Work Letter. Tenant shall obtain a full, permanent certificate of occupancy from the Town of Burlington for the Finish Work within twelve (12) months following the date that Landlord approves Tenant’s Construction Documents (subject to extension for force majeure events described in Section 8.0916.25 of the Lease). Tenant shall be responsible for costs of Building services or facilities (such as electricity, HVAC, and cleaning) required to implement the Finish Work (subject to Tenant’s use of the Allowance as provided below).

of the Lease. If Upon execution of this Lease, Tenant shall deliver to Landlord an unconditional and irrevocable letter of credit ("Letter of Credit"), in favor of Landlord, in a form substantially the same as Exhibit G which is attached hereto, for the principal sum totaling Fifty Thousand Dollars ($50,000.00) which Tenant shall maintain and keep in force until the expiration of the Term of this Lease (including any extension or renewals thereof), as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this by Tenant to be kept and performed. Within thirty (30) days prior to the expiration of the Letter of Credit, Tenant shall provide Landlord with evidence satisfactory to Landlord, evidencing the renewal of the Letter of Credit for the following year. Tenant's failure to maintain said Letter of Credit and failure to provide the assurances set forth herein shall constitute a material breach of this Lease and entitle Landlord to draw upon the Letter of Credit as provided for herein. In the event Tenant fails to pay any amount due under this Lease when due ("Monetary Default"), and such failure Monetary Default continues for a period of five (5) days after Tenant's receipt of written notice by Landlord shall continue for 10 Business Days after Landlord’s of such Monetary Default, or if Tenant fails to perform any other covenant or condition of this ("Non-Monetary Default") and Tenant does not commence to cure, and thereafter diligently prosecute curing such Non-Monetary Default, within thirty (30) days of receipt of written notice from Landlord, Landlord shall be entitled to draw upon the S/H Notice (or, if principal amount of said Letter of Credit to cure any default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of such failure is not reasonably susceptible of cure within such period, such longer period as may be reasonably necessary to complete the same with due diligence provided that default and Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but shall not be obligated)right, thereafter, to perform hold such funds or the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation balance of the Building or with the business or operations Term of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease in accordance with this Section 4.08, Landlord shall pay to Tenant the actual, out-of-pocket cost of such performance (including all fees and costs, including reasonable legal fees and disbursements, incurred by Tenant in connection therewith), together with interest thereon at the Interest Rate from the date incurred until paid any extensions or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (Arenewals thereof) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”), and (B) Landlord does not, within such 5 Business Day period, dispute Tenant’s entitlement to the amount claimed by Tenant, then Tenant may set off the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration in accordance with the provisions of this section. Under no circumstances shall Tenant have the right to apply said Letter of Credit against all or a portion of Tenant's payment obligations under this Lease, without the prior written consent of Landlord. Any of the provisions of this section to the contrary notwithstanding, should Landlord draw upon the Letter of Credit, Landlord shall thereafter hold such funds for the balance of the Term of this Lease (including any extensions or renewals thereof), except as such funds are applied in accordance with the terms hereof, in a separate interest bearing account with interest accruing to the benefit of Landlord. Prior to Landlord making a draw of the principal amount of said Letter of Credit, Tenant shall be entitled to notices of default and the rights to cure which are provided for in this Lease. Should Landlord apply all or part of the Letter of Credit in accordance with the terms hereof, Tenant shall, upon written demand from Landlord, immediately pay Landlord, in cash or other form acceptable to Landlord, an amount sufficient to return the principal sum of the Letter of Credit to the amount provided for herein. Failure to do so by Tenant shall constitute a material default hereunder. Should Tenant fail to replace a Letter of Credit as required hereunder, Landlord shall have the right to draw down the Letter of Credit and to hold such funds pursuant this section until such time as Tenant provides Landlord with a replacement Letter of Credit. Notwithstanding anything contained to the contrary in this Paragraph 2, if during the initial Thirty-sixth (36) months of the Term of this Lease no material and uncured event of default by Tenant has occurred under this Lease, Tenant shall have the right to replace the Letter of Credit with a cash Security Deposit in the amount of Ten Thousand Dollars ($10,000.00). The cash Security Deposit shall be governed by the provisions of Section 8.093.3 of the Lease.

of the Lease. If Tenant shall have Tenant's Work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such failure by insurance as the Landlord shall continue for 10 Business Days after Landlord’s receipt may reasonably require. Without limiting the generality of the S/H Notice (orforegoing, if such failure is not reasonably susceptible and subject to all applicable terms and conditions of cure within such periodthe Lease, such longer period as may be reasonably necessary to complete the same with due diligence provided that Landlord commences the cure within said 10 Business Day period and prosecutes the same with reasonable diligence), then Tenant shall have the right (but to use Majestic Construction, Inc., as the general contractor for the Tenant's Work. Landlord shall not be obligated), have the right to provide such reasonable rules and regulations relative to the performance of Tenant's Work and other work which the Tenant may perform the obligation which Landlord so failed to perform. Any work performed outside the Premises shall not interfere with the operation of the Building or with the business or operations of any other tenants of the Building (in each case other than to a de minimis extent). If Tenant performs any of Landlord’s obligations under this Lease and tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. It shall be Tenant's obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Third Expansion Premises to the extent required by law, and Tenant shall not occupy the Third Expansion Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same. Additionally, Tenant shall provide waivers of lien from all of Tenant's general contractors, subcontractors and suppliers performing work of Five Thousand and 00/100 Dollars or more, in accordance with this Section 4.08the aggregate, in the recordable forms attached hereto as Exhibit D. Tenant shall also prepare and submit to Landlord promptly after Tenant's Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Premises. To the extent the same may be shown in the as-built plans prepared for Tenant from its existing vendor, such plans shall include, without limitation, any wiring or cabling installed by Tenant or Tenant's contractor for Tenant's computer, telephone and other communication systems. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Tenant Landlord, as Additional Rent, an amount equal to the actual, out-of-pocket cost sum of such performance (including all fees and costs, including reasonable legal fees and disbursements, i) third party expenses incurred by Tenant in connection therewith), together with interest thereon at Landlord to review any elements of Tenant's Plans and Tenant's Work that may affect the Interest Rate from structure of the date incurred until paid or credited to Tenant (the “S/H Amount”), within 30 days after delivery to Landlord of a statement as to the amounts of such costs. If Landlord fails to pay to Tenant any S/H Amount on or before the date on which the same is due and payable to Tenant under this Section 4.08(b), and provided that (A) such failure continues for 5 Business Days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 4.08(b) OF THE LEASE”)Building, and (Bii) third party expenses incurred by Landlord does notto review Tenant's Plans and Tenant's Work of which Tenant has received advance notice and which Tenant, within in its commercially reasonable determination, has approved. All of Tenant's Work shall be coordinated with any work being performed by or for Landlord and in such 5 Business Day period, dispute Tenant’s entitlement manner as to maintain harmonious labor relations. Each party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Each party authorizes the other to rely in connection with design and construction upon approval and other actions on the party's behalf by any Construction Representative of the party named above or any person hereafter designated in substitution or addition by notice to the amount claimed by Tenantparty relying. Tenant acknowledges that Tenant is acting for its own benefit and account and that Tenant will not be acting as Landlord's agent in performing any Tenant Work, then Tenant may set off accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord's interest in the unpaid S/H Amount against the next installments of Rent due under this Lease. Any dispute under this Section 4.08(b) shall be resolved by arbitration Property in accordance connection with the provisions of Section 8.09any work.