LEASE HINES REIT ONE WILSHIRE LP, a Delaware limited partnership, as Landlord, and CRG WEST ONE WILSHIRE, L.L.C., a Delaware limited liability company, as Tenant

Exhibit 10.11

LEASE

XXXXX REIT ONE WILSHIRE LP, a
Delaware limited partnership,

as Landlord,

and

CRG WEST ONE WILSHIRE, L.L.C.,
a Delaware limited liability company,

as Tenant

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TABLE OF CONTENTS


	Page
ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS		14
ARTICLE 2 INITIAL LEASE TERM; OPTION TERM		16
ARTICLE 3 BASE RENT		18
ARTICLE 4 ADDITIONAL RENT		18
ARTICLE 5 USE OF PREMISES AND BUILDING		28
ARTICLE 6 SERVICES, UTILITIES AND EQUIPMENT		29
ARTICLE 7 REPAIRS		36
ARTICLE 8 ADDITIONS AND ALTERATIONS		38
ARTICLE 9 INDEMNITY; INSURANCE		40
ARTICLE 10 DAMAGE AND DESTRUCTION		43
ARTICLE 11 NONWANER		45
ARTICLE 12 CONDEMNATION		46
ARTICLE 13 ASSIGNMENT AND SUBLETTING		47
ARTICLE 14 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL		48
ARTICLE 15 HOLDING OVER		49
ARTICLE 16 ESTOPPEL CERTIFICATES		50
ARTICLE 17 SUBORDINATION		50
ARTICLE 18 DEFAULTS; REMEDIES		50
ARTICLE 19 COVENANT OF QUIET ENJOYMENT		54
ARTICLE 20 SIGNS		54
ARTICLE 21 RIGHT OF FIRST OFFER		55
ARTICLE 22 LATE CHARGES AND INTEREST		59
ARTICLE 23 TENANT PARKING		59
ARTICLE 24 MISCELLANEOUS PROVISIONS		59
ARTICLE 25 LETTER OF CREDIT		64

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(i)

LEASE

This Lease (the “Lease”), dated as of the date set forth below in the Summary of Basic Lease Information (the “Summary”), is made by and between XXXXX REIT ONE WILSHIRE LP, a Delaware limited partnership (“Landlord”), and CRG WEST ONE WILSHIRE, L.L.c., a Delaware limited liability company (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION


TERMS OF LEASE		DESCRIPTION
1.	Effective Date:	August 1, 2007.

2.	Premises/Building:

	2.1 Premises:	Subject to Articles 1.3 and 21 of this Lease, a total of approximately 161,808 rentable square feet, consisting of:

		(a)	Suite 110 on the I st floor of the Building, consisting of approximately 5,152 rentable square feet and more particularly described in Exhibit A (“Suite 110”);

		(b)	Suite 130 on the 1st floor of the Building, consisting of approximately 715 rentable square feet and more particularly described in Exhibit A (“Suite 130”);

		(c)	Suite 220 on the 2nd floor of the Building, consisting of approximately 2,261 rentable square feet and more particularly described in Exhibit A (“Suite 220”);

		(d)	Suite 901 on the 9th floor of the Building, consisting of approximately 7,186 rentable square feet and more particularly described in Exhibit A (“Suite 901”);

		(e)	An area in the Building, commonly known as P- 5/P500, consisting of approximately 440 rentable square feet and more particularly described in Exhibit A (“P-5”).

		(f)	An area in the Building, commonly known as P- 2/P210, consisting of approximately 568 rentable square feet and more particularly described in Exhibit A (“P-2”).

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	(g)		An area in the Building, commonly known as P- l/P100, consisting of approximately 885 rentable square feet and more particularly described in Exhibit A (“P-1”).

	(h)		Suite 830 on the 8th floor of the Building, consisting of approximately 94 rentable square feet, and more particularly described in Exhibit A (“Suite 830”).

	(i)		Suite 2860 on the 28th floor of the Building, consisting of approximately 287 rentable square feet, and more particularly described in Exhibit A (“Suite 2860”).

	(j)		Suite 105 on the 1st floor of the Building, consisting of approximately 13,942 rentable square feet, and more particularly described in Exhibit A (“Suite 105”).

	(k)		Suite 240 on the 2nd floor of the Building, consisting of approximately 2,128 rentable square feet, and more particularly described in Exhibit A (“Suite 240”).

	(l)		Suite 250 on the 2nd floor of the Building, consisting of mezzanine space to be constructed by Tenant pursuant to Article 1.3 of this Lease and containing approximately 5,182 rentable square feet, and more particularly described in Exhibit A (“Suite 250”).

	(m)		Suite 700 on the 7th floor of the Building, consisting of approximately 7,485 rentable square feet and more particularly described in Exhibit A (“Suite 700”);

	(n)		Suite 710 on the 7th floor of the Building, consisting of approximately 2,839 rentable square feet and more particularly described in Exhibit A (“Suite 710”);

	(o)		Suite 805 on the 8th floor of the Building, consisting of approximately 5,640 rentable square feet and more particularly described in Exhibit A (“Suite 805”);

	(p)		Suite 905 on the 9th floor of the Building, consisting of approximately 1,070 rentable square feet and more particularly described in Exhibit A (“Suite 905”);

	(q)		Suite 1010 on the 10th floor of the Building,

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			consisting of approximately 4,505 rentable square feet and more particularly described in Exhibit A (“Suite 1010”);

	(r)		Suite 1014 on the 10th floor of the Building, consisting of approximately 1,501 rentable square feet and more particularly described in Exhibit A (“Suite 1014”);

	(s)		Suite 1100 on the 11th floor of the Building, consisting of approximately 13,277 rentable square feet and more particularly described in Exhibit A (“Suite 1100”);

	(t)		Suite 1140 oft the 11th floor of the Building, consisting of approximately 6,481 rentable square feet and more particularly described in Exhibit A (“Suite 1140”);

	(u)		Suite 1717 on the 17th floor of the Building, consisting of approximately 2,675 rentable square feet and more particularly described in Exhibit A (“Suite 1717”);

	(v)		Suite 1900 on the 19th floor of the Building, consisting of approximately 24,988 rentable square feet and more particularly described in Exhibit A (“Suite 1900”);

	(w)		Suite 2700 on the 27th floor of the Building, consisting of approximately 25,810 rentable square feet and more particularly described in Exhibit A (“Suite 2700”);

	(x)		Suite 2800 on the 28th floor of the Building, consisting of approximately 11,654 rentable square feet and more particularly described in Exhibit A (“Suite 2800”);

	(y)		Suite 3100 on the 31 st floor of the Building, consisting of approximately 477 rentable square feet and more particularly described in Exhibit A (“Suite 3100”);

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	(z)		Suite 823 on the 8th floor of the Building, consisting of approximately 2,206 rentable square feet and more particularly described in Exhibit A (“Suite 823”);

	(aa)		Suite 823B on the 8th floor of the Building, consisting of approximately 338 rentable square feet and more particularly described in Exhibit A (“Suite 823B”);

	(bb)		Suite 825 on the 8th floor of the Building, consisting of approximately 2,198 rentable square feet and more particularly described in Exhibit A (“Suite 825”);

	(cc)		Suite 900 on the 9th floor of the Building, consisting of approximately 3,810 rentable square feet and more particularly described in Exhibit A (“Suite 900”);

	(dd)		Suite 902 on the 9th floor of the Building, consisting of approximately 304 rentable square feet and more particularly described in Exhibit A (“Suite 902”);

	(ee)		Suite 930 on the 9th floor of the Building, consisting of approximately 842 rentable square feet and more particularly described in Exhibit A (“Suite 930”);

	(ff)		Suite 1130 on the 11th floor of the Building, consisting of approximately 2,512 rentable square feet and more particularly described in Exhibit A (“Suite 1130”);

	(gg)		Suite 1220 on the 12th floor of the Building, consisting of approximately 1,656 rentable square feet and more particularly described in Exhibit A (“Suite 1220”); and

	(hh)		Suite 1221 on the 12th floor of the Building, consisting of approximately 700 rentable square feet and more particularly described in Exhibit A (“Suite 1221”),

The Premises are summarized below in Section 13 of the Summary of Basic Lease Information, in the Section titled “Summary”.

If the Premises at any time include one or more floors in their entirety, all corridors, elevator lobbies and restroom facilities located on such full floor(s) shall be considered

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part of the Premises, but shall be subject to the restrictions set forth in Section 7 of the Summary below.

Tenant’s rights to the Premises include the non-exclusive right to use and, upon reasonable prior notice to Landlord, to access and enter, at no additional charge (except as may be otherwise provided in this Lease), the common area janitorial closets, and the common area electrical and telephone rooms, that serve the Premises and are located outside the Premises in the Building and/or Project as reasonably necessary for Tenant’s effective and efficient use of the Premises for the Permitted Use to service Tenant’s and its customers’ equipment that is located in the Premises, Building or Project. Tenant shall also have the non-exclusive right with respect to each demised portion of the Premises to use and, upon reasonable prior notice to Landlord (except in the event of emergency, in which case no notice shall be required), to access and enter, at no additional charge, any space that is located immediately above the ceilings of such demised portion of the Premises and immediately below the floor slab of the floor next above, to the extent reasonably necessary to service Tenant’s and its customers’ equipment in such demised portion of the Premises and to run properly insulated and identified wires, cables and other conduits to such demised portion of the Premises and Tenant’s and its customers’ equipment therein and to use such space as reasonably necessary for providing utility services to such demised portion of the Premises. Tenant shall also be permitted, at no additional charge (except as may be otherwise provided in this Lease), the non-exclusive right to run properly insulated and identified cabling and wiring through the risers in the Building and/or Project to the extent reasonably necessary to service Tenant’s and its customers’ equipment in the Premises, Building or Project.

Notwithstanding the foregoing, Tenant’s utilization of and access to and entry into such risers, ceiling space, electrical closets and telephone rooms, and the Supp lemental Areas and all other areas of the Building or Project located outside the Premises to which Tenant has rights to use under this Lease (including Articles 1.5 and 6.9 of this Lease), and the installation, testing, placement, use, operation, removal and alteration 0 f any Supplemental Equipment therein, shall be: (i) except as may be otherwise set forth in this Lease, at Tenant’s sole cost and expense; (ii) limited to the purposes for which the same were intended; (iii) in compliance with

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all Applicable Laws and the other applicable provisions of this Lease (including Articles 7 and 8 of this Lease); (iv) in accordance with plans and specifications and in locations to be approved by Landlord in its reasonable discretion with respect to any such risers, ceiling space, electrical closets and telephone room, equipment therein and, except as may be set forth in this Lease, Supplemental Equipment and Supplemental Areas (or sole and absolute discretion to the extent the same would result in a Design Problem, as defined in Article 8.1 of this Lease); (v) outside the Premises, except as may be otherwise set forth in this Lease, subject to the non-exclusive rights of Landlord and other tenants and occupants (as previously or hereafter granted by Landlord) to use and access such areas for their operations, cabling, wiring, equipment and other intended purposes, provided the same does not unreasonably interfere with Tenant’s use thereof or other rights or remedies under this Lease (and subject to available capacity, as reasonably determined by Landlord on a pro-rata or other equitable basis, such that Landlord and such other tenants and occupants may reasonably use and access such areas for such purposes); (vi) subject to the applicable TCC’s of Article 6.9 below (including Tenant’s payment of any fees or charges with respect to such use, if any, as expressly provided therein); (vii) subject to Tenant’s compliance with the Rules and Regulations attached to this Lease as Exhibit G and all other reasonable, non-discriminatory rules and regulations as may be adopted by Landlord in writing from time to time; (viii) conducted by Tenant in a manner (and Tenant hereby covenants to conduct such use in a manner) that will not (A) unreasonably interfere with Landlord’s normal and customary operation of the Building or Project or any portion thereof (including the Building Structure or any Building Systems), or unreasonably interfere with the use, occupancy, systems and/or equipment of other tenants or occupants of the Project, provided that such use and occupancy is for normal and customary purposes in an office/telecommunications building that do not unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with the TCC’s of this Lease, or (B) cause or create a dangerous or hazardous condition; and (ix) subject to, limited by and in compliance with the Building’s structural and floor loads, and the capacity of and manufacturer’s specifications for the Building Systems. The requirements and conditions set

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forth in clauses (i) through (ix) hereinabove shall collectively be referred to as the “Special Use Conditions”.

Notwithstanding anything to the contrary set forth herein, with respect to Tenant’s existing manner of use and occupancy, and Tenant’s existing equipment and other property as of the Lease Commencement Date, Tenant shall not be in violation of any Special Use Conditions if the violation exists as a result of any action by Landlord on or after the Lease Commencement Date.

To the extent any mechanical rooms, electrical closets and telephone rooms are located exclusively within the Premises and contain no system, wiring, cabling or other item related to either the Building Structure and/or the Building Systems or to any systems or equipment of any tenant or occupant of the Project other than Tenant, no prior consent of Landlord shall be required with respect to Tenant’s use of such areas, but any such use shall be (A) for the purposes for which such areas were intended, (B) subject to Tenant’s compliance with the other provisions of this Lease, the Rules and Regulations attached to this Lease as Exhibit G, and any other reasonable, non-discriminatory rules and regulations adopted by Landlord as may adopted by Landlord in writing from time to time in connection with such use, and (C) conducted by Tenant in a manner (and Tenant hereby covenants to conduct such use in a manner) that will not unreasonably interfere with Landlord’s operation of the Building or Project or any portion thereof (including any Building Systems), or the use, occupancy, operations, systems and/or equipment of other tenants or occupants of the Project that do not unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with the TCC’s of this Lease.

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Additionally, without limiting the foregoing, provided no applicable Special Use Condition is violated as a result thereof and Tenant otherwise complies with all of the other TCC’s of this Lease (including, without limitation, the foregoing provisions of this Section 2.1, Section 7 of the Summary and Article 6.9 of this Lease), Tenant shall have the exclusive right to use, at no additional charge (other than Tenant’s payment of an utilities costs of operation), the equipment, and areas in the Building upon which such equipment is located, set forth on Exhibit B attached hereto (including, without limitation, the generators and generator pads set forth therein), including, without limitation, space and antennas for the roof space of the Building set forth on Exhibit B attached hereto. Notwithstanding the fact that Tenant must (or may, as applicable), leave certain property in the Building, during the entire Lease Term (as may be extended), as set forth in this Lease, Tenant shall remain the owner of all such equipment and property, for all purposes (including, without limitation, for depreciation), including, without limitation, the Supplemental Equipment.


	2.2	Building:	The building located at 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, containing approximately 661,553 rentable square feet.

3.	Lease Term:

	3.1	Length of Term:	Ten (10) years, subject to extension or earlier termination in accordance with the terms of this Lease.

	3.2	Lease Commencement Date:	August 1, 2007.

	3.3	Lease Expiration Date:	July 31, 2017.

4.	Base Rent:		Base Rent shall be payable in the amounts set forth below in Section 13 of this Summary of Basic Lease Information, and in accordance with Article 3 below.

5.	Base Year:		Calendar year 2007.

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6.	Tenant’s Share:	Subject to Article 1.3 of this Lease, 24.173% in the aggregate, with Tenant’s Share for each applicable portion of the Premises as set forth on Exhibit E. It is acknowledged by the parties that, for purposes of calculating Tenant’s Share, the space known as PI, P2 and P5 (collectively, the “Storage Space”) is not included as part of the Premises.

7.	Permitted Use:	Subject to the TCC’s of this Lease, and subject to Applicable Laws, telecommunications, communications, internet, data transmission, and all other lawful uses related thereto, including, without limitation, infrastructure data center use, main distribution frame connections, meet-me- room operations, installation, operation, testing, use and maintenance of generators (including diesel fuel tanks serving such generators), batteries, telecommunication, switching, transmission, cooling and computer equipment and infrastructure in the Premises, as well as Co location (as defined below). Tenant may also use any portion of the Premises for office and storage uses. It is expressly agreed and understood that, notwithstanding anything to the contrary in this Lease, Tenant’s existing manner of use and occupancy, as of the Lease Commencement Date, are Permitted Uses.

		Notwithstanding the foregoing to the contrary, (a) Tenant shall only use Suite 11 0 for general office purposes, and (b) any existing corridors, elevator lobbies and restroom facilities located on any full floor portions of the Premises as corridors, elevator lobbies and restroom facilities, respectively, and notwithstanding Article 8 of this Lease to the contrary, shall not install any Alterations, improvements equipment or property in or to such corridors, elevator lobbies and restroom facilities which would convert or change the character of such areas to other than corridors, elevator lobbies and restroom facilities, respectively.

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		For purposes of this Lease, “Colocation” is defined as providing, in the ordinary course of Tenant’s business, facilities, including, without limitation, (i) communication network connection opportunity to customers, licensees, suppliers, business partners and/or affiliates (collectively, “Colocation Users”) within the Premises for which such parties pay fees or provide other consideration based upon access to such facilities, and wherein Co location Users may install and operate telecommunications, data processing, data storage and/or other equipment with the intention of networking the same with other Colocation Users and/or Tenant, (ii) physical space, (iii) power, and/or (iv) cooling.

		Notwithstanding anything to the contrary in this Lease, Tenant shall be permitted to use the name “One Wilshire” in its agreements with its customers or providers, marketing and advertising, and may also use the address of the Building and depiction of the Building in connection therewith, provided the content of any such marketing and advertising shall not be reasonably objectionable to owners of Comparable Buildings (for example, if Tenant used such name in pornographic advertising).

8.	Letter of Credit:	$1,000,000.00, subject to reduction and elimination pursuant to Article 25.

9.	Parking:	Subject to Articles 2.2.1, 21 and 23, throughout the Lease Term (as the same may be extended/renewed), Landlord shall make available and provide to Tenant, and Tenant shall be entitled to use the following: fifty-three (53) unreserved covered (non-tandem) parking spaces, and twenty (20) reserved covered (non-tandem) parking spaces in the Building parking facility. As of the Commencement Date, Tenant will initially be leasing nine (9) of such reserved spaces (collectively, the “Initial Reserved Spaces”) and fifty-three (53) of such unreserved spaces (subject to adjustment by Tenant from time to time); the locations for the Initial Reserved Spaces shall be set forth on Exhibit D attached hereto. In the event Tenant decreases its use of the Initial Reserved Spaces, then the eliminated reserved spaces will, in the event Tenant again elects to use the same, be in areas designated from time to time by Landlord. Additionally, all other spaces under this Section 9 (i.e., all unreserved spaces and all reserved spaces in excess of the Initial Reserved Spaces) shall be in areas designated from time to time by Landlord.

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10. Address of Tenant:		c/o CRG West, LLC
		XXXX
		XXXX
		XXXX

11. Address of Landlord:		c/o Hines Interests Limited Partnership
		XXXX
		XXXX
		XXXX

12. Brokers:		None.

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13. Summary: Subject to Article 1.3 below, this Section 13 sets forth below a summary of the Premises and Tenant’s Base Rent payable for the Premises. Base Rent is subject to change in accordance with the provisions set forth in Articles 1.3 and 3 below.


			Monthly Base		Annual Base Rent
Location	RSF		Rent		per RSF		Annual Base Rent
Premises Components (each of the following deemed a Component)
Suite 110		5,152	$	8,586.67	$	20.00	$	103,040.00
Suite 130		715	$	1,191.67	$	20.00	$	14,300.00
Xxxxx 000		2,261	$	3,768.33	$	20.00	$	45,220.00
Xxxxx 000		7,186	$	11,976.67	$	20.00	$	143,720.00

P-5		440	$	440.00	$	12.00	$	5,280.00
P-2		568	$	568.00	$	12.00	$	6,816.00
P-1		885	$	885.00	$	12.00	$	10,620.00
Xxxxx 000		00	$	94.00	$	12.00	$	1,128.00
Suite 2860		287	$	287.00	$	12.00	$	3,444.00

Xxxxx 000		13,942	$	81,328.33	$	70.00	$	975,940.00
Xxxxx 000		2,128	$	12,413.33	$	70.00	$	148,960.00
Xxxxx 000		5,182	$	30,228.33	$	70.00	$	362,740.00
Xxxxx 000		7,485	$	43,662.50	$	70.00	$	523,950.00
Xxxxx 000		2,839	$	16,560.83	$	70.00	$	198,730.00
Xxxxx 000		5,640	$	32,900.00	$	70.00	$	394,800.00
Xxxxx 000		1,070	$	6,241.67	$	70.00	$	74,900.00
Suite 1010		4,505	$	26,279.17	$	70.00	$	315,350.00
Suite 1014		1,501	$	8,755.83	$	70.00	$	105,070.00

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			Monthly Base		Annual Base Rent
Location	RSF		Rent		per RSF		Annual Base Rent
Suite 1100		13,277	$	77,449.17	$	70.00	$	929,390.00
Suite 1140		6,481	$	37,805.83	$	70.00	$	453,670.00
Suite 1717		2,675	$	15,604.17	$	70.00	$	187,250.00
Suite 1900		24,988	$	145,763.33	$	70.00	$	1,749,160.00
Suite 2700		25,810	$	150,558.33	$	70.00	$	1,806,700.00
Suite 2800		11,654	$	67,981.67	$	70.00	$	815,780.00
Suite 3100		477	$	2,782.50	$	70.00	$	33,390.00

Xxxxx 000		2,206	$	9,191.67	$	50.00	$	110,300.00
Suite 823B		338	$	1,408.33	$	50.00	$	16,900.00
Xxxxx 000		2,198	$	9,158.33	$	50.00	$	109,900.00
Xxxxx 000		3,810	$	15,875.00	$	50.00	$	190,500.00
Suite 902		304	$	1,266.67	$	50.00	$	15,200.00
Suite 930		842	$	3,508.33	$	50.00	$	42,100.00
Suite 1130		2,512	$	10,466.67	$	50.00	$	125,600.00
Suite 1220		1,656	$	6,900.00	$	50.00	$	82,800.00
Suite 1221		700	$	2,916.67	$	50.00	$	35,000.00
Total		161,808	$	844,804.00		N/A	$	10,137,648.00

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ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

1.1 Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises set forth in Section 2.1 of the Summary. Landlord and Tenant hereby acknowledge and agree that the rentable square footage of the Premises as set forth in Section 2.1 of the Summary shall be conclusive for all purposes under this Lease and is not subject to remeasurement by Landlord or Tenant. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (“TCCs”) herein set forth, and Tenant and Landlord covenant as a material part of the consideration for this Lease to keep and perform each and all of such TCCs to be kept and performed by it and that this Lease is made upon the condition of such performance. In exercising Tenant’s rights expressly provided in this Lease (including Section 2.1 of the Summary and Articles 1.5 and 6.9 below) to use portions of the Building outside the Premises, Tenant shall comply with and satisfy all of the applicable Special Use Conditions at all times during such use.

1.2 The Building and The Project. The term “Building,” as used herein, shall refer to the Building set forth in Section 2.2 of the Summary. The term “Project,” as used in this Lease, shall consist of: (i) the Building and the Common Areas and the parking facilities serving the Building; and (ii) the land upon which the Building and the Common Areas are located. Except as otherwise specifically set forth in this Lease, Tenant acknowledges and agrees that (A) neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business or the Permitted Use, (B) Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, the Building, the Project or any part thereof, and (C) Tenant shall accept the Premises, the Building and the Project in their “AS IS” condition as of the Lease Commencement Date.

1.3 Unavailable Suites; Suite 250 Mezzanine. The parties acknowledge that,

(a) although Suites 105, 240 and 250 (collectively, the “Unavailable Suites”) are included as part of the Premises, and although, subject to the terms of this Section 1.3 below, Tenant will be paying Base Rent, Additional Rent and other amounts under this Lease with respect to the Unavailable Suites (commencing on the Lease Commencement Date), Tenant may not have exclusive possession of the Unavailable Suites until after the Lease Commencement Date, as further described below and such failure to have exclusive possession thereof will not affect or reduce any of Tenant’s obligations under this Lease;

(b) Suite 250 is not yet physically constructed, but Tenant shall, as soon as reasonably practicable after Landlord delivers exclusive possession of Suite 105 to Tenant as provided below in this Section 1.3 (but without the obligation to pay any overtime or other premium and subject to delays for force majeure or other events beyond Tenant’s reasonable control and delays caused by Landlord or its contractors, licensees or invitees), diligently construct mezzanine space over Suite 105 of approximately (but not less than) 3,891 rentable

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square feet (the “Mezzanine”), which Mezzanine space will be known as Suite 250 (i) in accordance with those certain plans and specifications therefor listed on Exhibit H, (ii) in compliance with all Applicable Laws, and (iii) in accordance with the provisions of Article 8 below; and

(c) Suites 105 and 240 (sometimes collectively referred to herein as the “EW Suites”) are currently occupied by and subject to a lease agreement (as amended, the “EW Lease”) with East West Bank, a California corporation (“EW Bank”), copies of which have been made available to Tenant. The EW Lease requires EW Bank to vacate and surrender exclusive possession of the EW Suites to Landlord following completion of construction by Tenant of certain tenant improvements in the space adjacent to Suite 105 as described in the EW Lease (collectively, the “EW Improvements”).

Until the EW Termination Date (as defined below) occurs, Landlord shall not modify or amend the EW Lease in any manner without first providing written notice thereof to Tenant, and obtaining Tenant’s prior written consent thereto (which consent may be withheld in Tenant’s sole and absolute discretion) if any such modifications would result in any of the following: (A) a material adverse effect or delay beyond November 1, 2007 in Tenant’s ability to obtain exclusive possession of the EW Suites; (B) a change in the size or location of any of the Premises or other space to which Tenant has rights under this Lease; (C) a material adverse effect on Tenant’s rights or remedies under this Lease; or (D) a material adverse financial effect to Tenant. Subject to delays for force majeure or other events beyond Landlord’s reasonable control and delays caused by EW Bank or Tenant or its employees, agents contractors, licensees or invitees, Landlord shall use its commercially reasonable, diligent efforts (which shall not require Landlord to commence unlawful detainer proceedings or file a lawsuit against EW Bank) to cause EW Bank to complete the EW Improvements and obtain possession of the EW Suites from EW Bank subject to and in accordance with the terms of the EW Lease, and deliver the EW Suites to Tenant, at the earliest possible time permitted under the EW Lease. At such time as Landlord obtains exclusive possession of the EW Suites from EW Bank, Landlord shall immediately deliver exclusive possession of the EW Suites to Tenant in accordance with the terms hereof, and Tenant will thereafter construct the Mezzanine which contains at least 3,891 rentable square feet of space. During the period (the “EW Period”) commencing on the Lease Commencement Date and ending on the date (the “EW Termination Date”) of Landlord’s delivery of exclusive possession of the EW Suites to Tenant in accordance with the terms hereof, the amounts of Base Rent payable by Tenant under this Lease for the Unavailable Suites shall be reduced by all amounts of base rent received by Landlord in connection with the EW Lease with respect to the EW Period in excess of $20,292.00 per month (prorated for partial months).

The EW Suites shall be delivered by Landlord in broom-clean condition, but otherwise in its then “AS IS” condition. Regardless of the ultimate square footage of the Mezzanine, the Premises will be deemed to include Suite 250 (with the rentable square footage thereof set forth in Section 13 of the Summary); provided, however, Tenant shall be required to construct the Mezzanine as provided hereinabove. The construction of the Mezzanine shall be deemed part of the “Permitted Alterations” under Section 8.1 below.

1.4 Common Areas. Without limiting any other rights or remedies of Tenant, Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject

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to the Rules and Regulations attached to this Lease as Exhibit G, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its reasonable discretion, are collectively referred to herein as the “Common Areas”). The Common Areas shall consist of the “Project Common Areas” and the “Building Common Areas.” The term “Project Common Areas,” as used in this Lease, shall mean the portion of the Project designated as such by Landlord. The term “Building Common Areas,” as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. Landlord shall at all times maintain and operate the Common Areas in compliance with Applicable Laws, and in a manner consistent with the “Comparable Buildings,” as such term is defined below. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas (and Landlord shall use commercially reasonable efforts to advise Tenant in advance of any such alterations, additions or changes), so long as such alterations, additions and changes will not result in an “Adverse Condition”, which for purposes hereof shall mean (i) any unreasonable interference with or material adverse effect on Tenant’s access to or use of the Premises for the Permitted Use, or access to the Project parking areas for the use of the number of parking spaces allocated to Tenant as set forth in Section 9 of the Summary (as may be adjusted pursuant to the other provisions of this Lease), (ii) any unreasonable interference with or material adverse effect on Tenant’s access to or use of the Supplemental Areas or any other areas of the Building or Project outside the Premises to which Tenant has access pursuant to this Lease, or (iii) an event which affects the location or size of the Premises or any Supplemental Areas or any other areas of the Building or Project outside the Premises to which Tenant has access pursuant to this Lease. Subject to the terms of this Lease and Tenant’s compliance with the Rules and Regulations attached to this Lease as Exhibit G and with such other reasonable, non-discriminatory Building rules and regulations promulgated in writing by Landlord which will not result in an Adverse Condition, Tenant shall have the right of ingress and egress to the Premises, the Building Common Areas and the Project parking areas twenty-four (24) hours per day, seven (7) days per week. The term “Comparable Buildings” shall mean comparable buildings in terms of quality and desirability of location, age (based upon the date of completion of construction or major renovation as to the building containing the portion of the Premises in question), quality of construction, level, availability and type of services and amenities, height, size and appearance, and are located in downtown Los Angeles, California.

ARTICLE 2

INITIAL LEASE TERM; OPTION TERM

2.1 Initial Lease Term. The TCCs of this Lease shall be effective as of the “Effective Date” of this Lease (the Effective Date of this Lease is set forth in Section 1 of the Summary). The term of this Lease (the “Lease Term”) shall be as set forth in Section 3.1 of the Summary, and shall commence on the date set forth in Section 3.2 of the Summary (the “Lease Commencement Date”). The Lease Term shall expire on the date set forth in Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated or extended as provided in this Lease.

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2.2 Option Terms.

2.2.1 Option Rights. Landlord hereby grants Tenant three (3) options to extend the Lease Term for the entire Premises, or any Identified Portion (as defined below), for a period of five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion” is defined as the Premises, less any or all of the following space, if any, designated by Tenant in the applicable Option Exercise Notice (as defined below) as space to be eliminated from the Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder); and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing, (a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated Space (for example, if a particular First Offer Space originally added to the Premises pursuant to Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s options shall be exercisable only by written notice delivered by Tenant to Landlord as provided below and shall be subject to and in accordance with the terms and conditions set forth below in this Article 2.2. Upon the exercise by Tenant pursuant hereto of an option to extend, the Lease Term for the entire Premises, or Identified Portion, as applicable, shall be extended for the applicable period of five (5) years. The Lease Term for any Eliminated Space that is excluded from an Identified Portion that is the subject of a renewal hereunder by Tenant shall expire on the date immediately preceding the commencement of the applicable Option Term, and on or prior to such date, Tenant shall surrender and deliver to Landlord exclusive possession of Eliminated Space to Landlord in the condition required under Articles 8.2 and 14 of this Lease, failing which Tenant shall be deemed to be in holdover of such applicable Eliminated Space pursuant to Article 15 below.

2.2.2 Option Rent. The Base Rent payable by Tenant during each Option Term (if any) (the “Option Rent”) shall be equal to the monthly Base Rent in effect immediately prior to the commencement of the applicable Option Term, adjusted on the first day of the applicable Option Term, and on each annual anniversary thereafter during the applicable Option Term, pursuant to Section 3.2 below. Notwithstanding the foregoing, Base Rent during the applicable Option Term shall not be payable for any Eliminated Space for which the Lease Term has not been extended hereunder (unless Tenant holds over in such Eliminated Space), and, during the applicable Option Term, Tenant’s Share for any Eliminated Space for which the Lease Term has not been extended hereunder shall be reduced by the percentage allocated to the Eliminated Space in question under Exhibit E attached hereto.

2.2.3 Exercise of Options. The options contained in this Article 2.2 shall be exercised by Tenant, if at all, in the manner set forth in this Article 2.2.3. If Tenant desires to exercise an option to renew, Tenant shall deliver written notice (the “Option Exercise Notice”)

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to Landlord not less than nine (9) months prior to the expiration of the then Lease Term, stating that Tenant is exercising its option. Once Tenant delivers to Landlord an Option Exercise Notice, the then-current Lease Term for the Premises (or applicable Identified Portion, as the case may be) shall be extended for the applicable Option Term and Option Rent for such applicable Option Term shall be determined as set forth above.

ARTICLE 3

BASE RENT

3.1 General Terms. Tenant shall pay, without prior written notice or demand, to Landlord or Landlord’s agent at the management office of the Building, or, at Landlord’s option, at such other place in the Continental United States as Landlord may from time to time designate in writing, base rent (“Base Rent”) as set forth in Section 13 of the Summary, payable in equal monthly installments as set forth in Section 13 of the Summary (as may be adjusted pursuant to this Lease), in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction (except as set forth in this Lease). If any Rent payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of such month or if any payment of Rent is for a period which is shorter than one month, the Rent for any fractional month shall accrue on a daily basis for the period from the date such payment is due to the end of such calendar month or to the end of the Lease Term at a rate per day which is equal to 1/365 of the applicable annual Rent. All other payments or adjustments required to be made under the TCCs of this Lease that require proration on a time basis shall be prorated on the same basis.

3.2 Base Rent Increases. During the initial Lease Term (and any Option Term), subject to Article 21 below, commencing on the one (1) year anniversary of the Lease Commencement Date, and on each annual anniversary thereafter during the Lease Term (the “Adjustment Dates”), the Base Rent set forth in Section 13 of the Summary of Basic Lease Information above (as may be adjusted pursuant to the provisions of this Lease, including, without limitation, under Section 1.3 above) shall be adjusted as follows: the adjusted Base Rent as of each Adjustment Date shall be the monthly Base Rent effective on the day immediately preceding that Adjustment Date, multiplied by one hundred three percent (103%) (i.e., multiplied by 1.03, for a 3% annual cumulative and compounded increase in Base Rent).

ARTICLE 4

ADDITIONAL RENT

4.1 General Terms. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay Tenant’s Share (as may be adjusted from time to time pursuant to the provisions of this Lease) of the annual Direct Expenses (for any calendar year during the Lease Term which occurs after the calendar year 2007), which are in excess of the amount of Direct Expenses applicable to the “Base Year,” as that term is defined in Article 4.2.1, below. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.”

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Tenant shall not have to pay Tenant’s Share of increases in Direct Expenses attributable to any period of time after the Lease Term has ended except to the extent Tenant continues to occupy the Premises.

4.2 Definitions of Key Terms Relating to Additional Rent. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

4.2.1 “Base Year” shall mean the calendar year set forth in Section 5 of the Summary.

4.2.2 “Direct Expenses” shall mean “Operating Charge Expenses”, “Utility Expenses” and “Tax Expenses” (as such terms are defined below).

4.2.3 “Expense Year” shall mean each calendar year in which any portion of the Lease Term falls (including the Base Year), through and including the calendar year in which the Lease Term expires.

4.2.4 Subject to Article 4.2.9 below, “Operating Charge Expenses” shall mean all expenses, costs and amounts of every kind and nature which Landlord incurs during any Expense Year in connection with the ownership, management, maintenance, security, repair, replacement or operation of the Project, or any portion thereof. Without limiting the generality of the foregoing, Operating Charge Expenses shall specifically include any and all of the following: (i) the cost of operating, repairing, maintaining, and renovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which adversely affect Operating Charge Expenses, and the costs incurred in connection with a transportation system management program or similar program; (iii) the cost of insurance carried by Landlord in connection with the Project; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) costs incurred in connection with any parking areas servicing the Project; (vi) fees and other costs of all contractors and consultants in connection with the management, operation, maintenance and repair of the Project; provided, however, notwithstanding anything to the contrary contained in this Lease, the management fee which shall be included as part of Operating Charge Expenses in each Expense Year (including the Base Year) shall equal three percent (3%) of all Base Rent and Additional Rent (excluding such management fee) which would be derived from the Project if fully occupied at the Base Rent and Additional Rent (excluding such management fee) payable by Tenant under this Lease for such applicable year, determined without regard to offset, deduction or abatement (the “Management Fee”); (vii) payments under any equipment rental agreements and the fair rental value of any management office space; (viii) wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons engaged in the operation, maintenance and security of the Project below the grade of property manager; (ix) costs under any recorded instrument pertaining to the sharing of costs by the Project; (x) operation, repair and maintenance of all systems and equipment and components thereof of the Project; and (xi) the cost of alarm and security services and common area janitorial services and janitorial services provided to the Premises, to the extent Landlord is obligated to provide the same pursuant to the terms of this Lease. If, during all or any part of the

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Expense Year (including the Base Year), Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Charge Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Charge Expenses for such Expense Year (including the Base Year, as applicable) shall be deemed to be increased by an amount equal to the additional Operating Charge Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. Notwithstanding the foregoing, Operating Charge Expenses shall in no event include Utility Expenses or Tax Expenses. Additionally, in the event Landlord incurs costs or expenses associated with or relating to new separate items or categories or subcategories of Operating Charge Expenses which were not part of Operating Charge Expenses during the entire Base Year and such costs or expenses are other than as a result of any governmental requirements enacted or made effective after the Base Year or other occurrence(s) beyond the reasonable control of Landlord (the parties agreeing that requirements of Landlord’s investors or Landlord’s lenders shall not be deemed to be beyond the reasonable control of Landlord for purposes of this sentence), then during the time such new separate items or categories or subcategories of costs and expenses are included in Operating Charge Expenses for any Expense Year after the Base Year, Operating Charge Expenses for the Base Year shall be deemed increased by the amounts Landlord would have incurred during the Base Year with respect to such costs and expenses had such new separate items or categories or subcategories of Operating Charge Expenses been included in Operating Charge Expenses during the entire Base Year, giving due consideration to what the costs for such new separate items or categories or subcategories would have been at the time of the Base Year.

4.2.5 Subject to Article 4.2.9 below, “Utility Expenses” shall mean the out-of-pocket costs which Landlord pays during any Expense Year for supplying utilities (such as, for example, electricity, water and gas) to the Building and Project. Notwithstanding the foregoing, Utility Expenses shall in no event include Operating Charge Expenses or Tax Expenses. Additionally, in the event Landlord incurs costs or expenses associated with or relating to new separate items or categories or subcategories of Utility Expenses which were not part of Utility Expenses during the entire Base Year, and such costs or expenses are other than as a result of any governmental requirements enacted or made effective after the Base Year or other occurrence(s) beyond the reasonable control of Landlord (the parties agreeing that requirements of Landlord’s investors or Landlord’s lenders shall not be deemed to be beyond the reasonable control of Landlord for purposes of this sentence), then during the time such new separate items or categories or subcategories of costs and expenses are included in Utility Expenses for any Expense Year after the Base Year, Utility Expenses for the Base Year shall be deemed increased by the amounts Landlord would have incurred during the Base Year with respect to such costs and expenses had such new separate items or categories or subcategories of Utility Expenses been included in Utility Expenses during the entire Base Year, giving due consideration to what the costs for such new separate items or categories or subcategories would have been at the time of the Base Year.

4.2.6 Taxes.

4.2.6.1 Subject to Articles 4.2.6.3, 4.2.9 and 4.5 below, “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes (including, without

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limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes, gross receipts taxes (and similar taxes that are not net income taxes), sales taxes or other taxes applicable to the receipt of rent, and personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project), which are paid by Landlord in any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project. For purposes of this Lease, Tax Expenses shall be calculated as if the tenant improvements in the Building and Project were fully constructed and the Project, the Building, and all tenant improvements in the Building and Project were fully assessed for real estate tax purposes, and accordingly, during each Expense Year (including the Base Year), Tax Expenses shall be deemed to be increased appropriately. Additionally, notwithstanding anything to the contrary set forth in this Lease, any tax increase resulting from the recent sale of the Building (and/or Project) to the original Landlord named in this Lease shall be included in the Base Year, regardless of when the increase takes place, and if the increase takes place after the Base Year, the Base Year shall be retroactively adjusted accordingly, with Landlord promptly refunding to Tenant any overpayment made by Tenant. Landlord shall timely pay all Tax Expenses to the appropriate authorities. Notwithstanding the foregoing, Tax Expenses shall in no event include Utility Expenses or Operating Charge Expenses.

4.2.6.2 Tax Expenses for the Base Year shall be initially calculated without including any Proposition 8 reduction obtained by Landlord. Notwithstanding the foregoing, if in any Expense Year subsequent to the Base Year (the “Tax Adjustment Year”), the amount of Tax Expenses decreases as a result of a Proposition 8 reduction that is secured for such Tax Adjustment Year, then for purposes of calculating the increases in Tax Expenses payable by Tenant for such Tax Adjustment Year in which such decrease in Tax Expenses occurs, the Tax Expenses as initially calculated for the Base Year shall be decreased by an amount equal to such decrease in Tax Expenses in such Tax Adjustment Year. Such adjustments in the Tax Expenses for the Base Year shall be made only for those Tax Adjustment Years in which such decreases occur and then only to the extent of such decreases.

4.2.6.3 To the extent Landlord obtains a tax refund, Tenant’s Share of such tax refund shall be credited against Tax Expenses and refunded to Tenant regardless of when received based upon the Expense Year to which such refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Tax Expenses under Article 4 for such Expense Year. Notwithstanding anything to the contrary contained in this Lease, there shall be excluded from Tax Expenses: (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to gross receipts taxes [and similar taxes that are not net income taxes]); (ii) any items included as Utility Expenses; and (iii) any items paid by Tenant under Article 4.4 of this Lease. Tenant shall have the right, in good faith, and at Tenant’s sole cost and expense to contest with the appropriate taxing authority the applicability or amount of any tax levied against Tenant’s equipment or improvements or other property.

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4.2.7 “Tenant’s Share” for the Premises shall mean the percentage set forth in Section 6 of the Summary (subject to adjustment, as may be provided in this Lease).

4.2.8 In no event shall Tenant’s Share of Direct Expenses include any duplication of charges.

4.2.9 Notwithstanding the foregoing or anything in this Lease to the contrary, for purposes of this Lease, Operating Charge Expenses, Utility Expenses and Tax Expenses shall not include any of the following:

(a) costs incurred in connection with the original construction of the Project or in connection with any major change in the Project (except as expressly permitted in Section 4.2.9(1) below), such as adding or deleting floors;

(b) costs of the design and construction of tenant improvements to the Premises or the premises of other tenants or other occupants and the amount of any allowances or credits paid to or granted to tenants or other occupants for any such design or construction;

(c) depreciation, interest and principal payments on mortgages and other debt costs, if any (except as expressly permitted in Section 4.2.9(1) below);

(d) marketing costs, legal fees, space planners’ fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original development, subsequent improvement, or original or future leasing of the Project;

(e) costs for which the Landlord is reimbursed, or would have been reimbursed if Landlord had carried the insurance Landlord is required to carry pursuant to this Lease or would have been reimbursed if Landlord had used commercially reasonable efforts to collect such amounts, by any tenant or occupant of the Project or by insurance from its carrier or any tenant’s carrier;

(f) any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of any kind;

(g) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants;

(h) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Charge Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Project manager or Project engineer;

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(i) late charges, penalties, liquidated damages, and interest (except for interest as expressly permitted in Section 4.2.9(1) below);

(j) amount paid as ground rental or as rental for the Project by the Landlord;

(k) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants or other occupants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project;

(l) costs of capital repairs and alterations, capital improvements and equipment and other capital expenses, except for capital expenditures reasonably incurred to effect economies of operation of, or stability of services to, the Project (only to the extent of costs savings reasonably anticipated by Landlord at the time of such expenditure to be achieved in connection therewith) and capital expenditures required by Applicable Laws, including, but not limited to the American with Disabilities Act, except for capital repairs, replacements or other improvements to remedy any condition existing prior to the Lease Commencement Date which an applicable governmental authority, if it had knowledge of such condition prior to the Lease Commencement Date, or if a variance or grandfathered exception had not then been in place, would have then required to be remedied pursuant to then-current Applicable Laws in their form existing as of the Lease Commencement Date; provided however that any such permitted capital expenditure shall be amortized (with interest at ten percent (10%) per annum) over its useful life (as determined by GAAP);

(m) any amount paid by Landlord or to the parent organization or a subsidiary or affiliate of Landlord for supplies and/or services in the Project to the extent the same exceeds the costs of such supplies and/or services rendered by qualified, unaffiliated third parties on a competitive basis;

(n) any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of Landlord (other than in connection with the operation of the parking facilities serving the Project);

(o) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment (i) which are not commercially reasonable either as to type or amount (based upon the practices of landlords of the Comparable Buildings), and (ii) which if purchased the cost of which would be excluded from Operating Charge Expenses as a capital cost pursuant to Section 4.2.9(1) above;

(p) all items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants without reimbursement;

(q) electric power costs for which any tenant directly contracts with a public service company;

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(r) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art;

(s) tax penalties;

(t) fees and reimbursements payable to Landlord (including its parent organization, subsidiaries and/or affiliates) or by Landlord for management of the Project which exceed the Management Fee set forth in Section 4.2.4(vi) above;

(u) any costs expressly excluded from Direct Expenses elsewhere in this Lease;

(v) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable project;

(w) Landlord’s general corporate overhead and general and administrative expenses;

(x) costs arising from the negligence or willful misconduct of Landlord or “Landlord Parties,” as that term is defined in Article 9.1 of this Lease;

(y) costs incurred with respect to Hazardous Materials, as defined in Article 24.18 (including the removal, transportation, remediation or disposal thereof), unless the need for such removal, transportation, remediation or disposal arises out of any Applicable Laws first enacted after the Lease Commencement Date and is not attributable to any Hazardous Materials which are introduced onto the Project after the Lease Commencement Date in violation of Applicable Laws in effect at the date of introduction;

(z) in-house legal and/or accounting (as opposed to office building bookkeeping) fees to the extent in excess of legal or accounting fees, as applicable, that would reasonably be charged by a third-party in an arm’s length transaction;

(aa) costs arising from Landlord’s charitable or political contributions;

(bb) any finders fees, brokerage commissions, job placement costs or job advertising costs, other than with respect to a receptionist or secretary in the Project office, once per year;

(cc) any above Building standard cleaning, including, but not limited to construction cleanup or special cleanings associated with parties/events;

(dd) the cost of any training or incentive programs, other than for tenant life safety information services;

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(ee) settlements, judgments or awards paid or incurred because of disputes between Landlord and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants;

(ff) legal fees and costs;

(gg) costs for HVAC provided to any tenant or other occupant of the Project or to any leased, occupied or leasable space in the Building or Project to the extent Tenant is separately charged for HVAC provided to the Premises;

(hh) costs of electricity or power provided to any leased, occupied or leasable space (including the Premises); or

(ii) any service fees, management fees or other amounts payable by Landlord to XXXXX REIT ONE WILSHIRE SERVICES, INC., a Delaware corporation, an affiliate of Landlord (together with its successors and assigns, “HWS”) (including, without limitation, under that certain Services Agreement between Landlord and HWS of even date herewith).

4.2.10 All assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments without the imposition of fines, penalties or interest, shall be paid by Landlord in the maximum number of installments permitted by law without the imposition of fines, penalties or interest and shall be included as Direct Expenses in the year in which the assessment or premium installment is actually paid. If the Building and/or Project is not at least one hundred percent (100%) occupied during all or a portion of the Base Year or any Expense Year with all tenants/occupants paying full rent (as opposed to free rent, half rent, partial rent, and the like), Landlord shall make an appropriate adjustment to the components of Operating Charge Expenses and Utility Expenses for such year to determine the amount of Operating Charge Expenses and Utility Expenses that would have been incurred had the Building and Project been one hundred percent (100%) occupied with all tenants/occupants paying full rent and any and all other charges and expenses due to Landlord (as opposed to free rent, half rent, partial rent, and the like); and the amount so determined shall be deemed to have been the amount of Operating Charge Expenses and Utility Expenses for such year. Landlord shall (i) not make a profit by charging items to Operating Charge Expenses or Utility Expenses, and (ii) not collect Operating Charge Expenses and/or Utility Expenses from Tenant and all other tenants/occupants in the Building and/or Project in an amount in excess of what Landlord incurred for the items included in Operating Charge Expenses and Utility Expenses.

4.3 Calculation and Payment of Additional Rent. If for any Expense Year within the Lease Term following the Base Year, Tenant’s Share of Direct Expenses for such Expense Year exceeds Tenant’s Share of Direct Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth below, and as Additional Rent, an amount equal to the excess (the “Excess”).

4.3.1 Statement of Actual Direct Expenses and Payment by Tenant. Landlord shall give to Tenant within approximately one hundred fifty (150) days after the end of

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the Base Year and each subsequent Expense Year, a reasonably detailed statement (the “Statement”), which shall state the Direct Expenses incurred or accrued for the Base Year or such preceding Expense Year, as applicable, and which shall indicate the amount of the Excess. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, if an Excess is present, Tenant shall pay, within thirty (30) days after receipt of the Statement, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Excess,” as that term is defined below.

4.3.2 Statement of Estimated Direct Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) itemized on a line-item by line item basis, which shall set forth Landlord’s reasonable and good faith estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated excess (the “Estimated Excess”) as calculated by comparing the Direct Expenses for such Expense Year, which shall be based upon the Estimate, to the amount of Direct Expenses for the Base Year. Upon receipt of an Estimate Statement, Tenant shall thereafter pay, within sixty (60) days after receipt of such Estimate Statement, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Article 4.3.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.

4.4 Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall be liable for and shall pay before delinquency, taxes levied against Tenant’s equipment, furniture, trade fixtures and any other personal property located in the Premises and the Project (including, without limitation, Tenant’s Supplemental Equipment). If any such taxes on Tenant’s equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord’s property or if the assessed value of Landlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall, within thirty (30) days after demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

4.5 Tenant’s Payment of Certain Tax Expenses. Notwithstanding anything to the contrary contained in this Lease, in the event that, at any time during the initial Lease Term subsequent to the Base Year, any sale, refinancing, or change in ownership of the Building or Project is consummated, and as a result thereof, and to the extent that in connection therewith, the Building or Project is reassessed (a “Reassessment”) for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13 (or any successor laws), then the TCCs of this Article 4.5 shall apply to such Reassessment of the Building and/or Project.

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4.5.1 The Tax Increase. For purposes of this Article 4, the term “Tax Increase” shall mean that portion of the Tax Expenses, as calculated following the Reassessment, which is attributable solely to the Reassessment. Accordingly, the term “Tax Increase” shall not include any portion of the Tax Expenses, as calculated immediately following the Reassessment, which is (i) attributable to assessments pending immediately prior to the Reassessment, or (ii) attributable to the annual inflationary increase (currently 2%) of real estate taxes. Notwithstanding anything in this Article 4.5.1 to the contrary, if a Tax Increase occurs because a Reassessment occurs during the Base Year, the Tax Expenses for the Base Year shall include the Tax Increase resulting from such Reassessment, but the foregoing shall not be deemed to in any way increase the protection granted by Landlord to Tenant under Article 4.5.2, below.

4.5.2 Protection. During the initial Lease Term only, Tenant shall not be obligated to pay any portion of any Tax Increase.

4.6 Landlord’s Books and Records. In the event that Tenant disputes the amount of Additional Rent set forth in any annual Statement delivered by Landlord, then Tenant shall have the right within one hundred eighty (180) days after Tenant’s receipt of the Statement (the “Review Period”) to provide written notice to Landlord that it intends to inspect, or cause any agent, consultant or employee of Tenant (which, for the purpose of this provision, shall exclude any party hired by Tenant on a commission or contingency fee basis) to inspect, Landlord’s accounting records for the Expense Year covered by such Statement during normal business hours (“Tenant Review”). Any Tenant Review shall take place in Landlord’s office at the Project or at such other location in the State of California as Landlord may reasonably designate, and Landlord will provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in Default under this Lease with respect to any of Tenant’s monetary obligations, including, without limitation, any amounts required to be paid under the applicable Statement which is the subject of such Tenant Review. In addition, (i) if Tenant does not notify Landlord in writing of any objection to an annual Statement and Tenant’s intent to conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in writing that it continues to dispute the amounts of Additional Rent shown on such Statement within one hundred eighty (180) days after such Review Period, then Tenant shall be deemed to have waived such objection and the right to subsequently dispute the amounts set forth in such Statement. In the event that following Tenant’s Review, Tenant continues to dispute the amounts of Additional Rent shown on the Statement and Landlord and Tenant are unable to resolve such dispute within such 180-day period set forth hereinabove, then either Landlord or Tenant may submit the matter to binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect and otherwise in accordance with California law, and the proper amount of the disputed items and/or categories of Direct Expenses to be shown on such Statement shall be determined by such AAA arbitration proceeding, which shall be conclusive and binding upon both Landlord

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and Tenant; provided, however, if neither party submits such dispute to arbitration within thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such dispute and the right to subsequently dispute any such amounts. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration award or agreement of the parties, reveals an error in the calculation of Tenant’s Share of Direct Expenses to be paid for such Expense Year, the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute. At Tenant’s election, to the extent agreed upon by Landlord and Tenant or pursuant to any such arbitration award, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid to Tenant by Landlord. Tenant shall be responsible and shall pay for all costs and expenses associated with the Tenant Review, as part of the Arbitration Costs. Tenant shall also be responsible and shall pay for all reasonable audit fees, attorneys’ fees and related costs of Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if the parties’ final resolution of the dispute involves the overstatement by Landlord of Direct Expenses for such Expense Year in excess of three percent (3%), then Landlord shall be responsible and shall pay for all Arbitration Costs. Tenant and each agent, consultant and employee of Tenant conducting a Tenant Review pursuant to this Section 4.6 shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s books and records and the results of such Tenant Review and any arbitration proceeding under this Section 4.6 in strict confidence, and in connection therewith, Tenant shall cause each such Tenant Party to execute such commercially reasonable confidentiality agreements as Landlord may reasonably require prior to conducting any such Tenant Review. This paragraph shall survive the expiration or earlier termination of this Lease to allow the parties to enforce their respective rights hereunder.

ARTICLE 5

USE OF PREMISES AND BUILDING

5.1 Use. Tenant may use the Premises solely for the Permitted Use set forth in Section 7 of the Summary, and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its expense, comply with (a) all Applicable Laws in connection with its use of the Premises, the Supplemental Areas and other areas of the Building used by Tenant or any of the Tenant Parties or Tenant’s invitees, and (b) the Rules and Regulations set forth in Exhibit G attached hereto.

5.2 Entry. Subject to Section 5.3 below, Landlord reserves the right at all reasonable times, and upon not less than forty-eight (48) hours’ prior notice to Tenant (except no such notice shall be required in emergencies), to enter the Premises to: (i) inspect them; (ii) show the Premises to prospective purchasers and mortgagees (and to prospective tenants during the last nine (9) months of the Lease Term); (iii) post notices of non-responsibility, and/or make alterations, repairs and/or improvements to the Building to the extent required of Landlord under this Lease. Notwithstanding the foregoing, but subject to the terms of Section 5.3 below, Landlord may enter the Premises at any time to perform services required of Landlord under this Lease. In connection with any entry by or on behalf of Landlord, Landlord shall use

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commercially reasonable efforts to minimize interference with Tenant’s Permitted Use of and access to the Premises, Building and Project as a result thereof, and shall in no event reduce the amount of space or services available to Tenant under this Lease other than in the event of emergencies.

5.3 Secured Areas. Notwithstanding the TCC’s of Section 5.2 above, Tenant shall have the right to designate portions of the Premises as “Secured Areas” which are confidential or contain sensitive equipment, and neither Landlord nor its agents, employees or contractors, shall enter such Secured Areas without the prior written consent of Tenant except in the event of an emergency in which case Landlord or its agents shall be accompanied by a representative of Tenant (but only if and to the extent Tenant makes such representative reasonably available to Landlord for such purposes). Landlord acknowledges that Tenant’s use of the Premises may involve expensive, sensitive and/or fragile equipment, and that confidential data and transmissions may occur in or from the Premises; Landlord agrees to reasonably cooperate with Tenant in connection with same. Notwithstanding the foregoing, Landlord shall not be obligated to perform or provide any repairs or other services to any Secured Areas unless Tenant provides Landlord with access to such areas as reasonably required to perform or provide such repairs or services and pays all additional costs incurred in connection therewith (including, without limitation, any overtime or additional charges for work not performed at the customary times or in the customary manner). Tenant shall pay, within ten (10) days after request therefor, all costs incurred by Landlord in connection with Landlord’s compliance with the provisions of this Section with respect to Secured Areas including, without limitation, any overtime or additional charges for services or repair work not performed at the customary times or in the customary manner. In addition, Tenant shall indemnify and hold harmless Landlord from and against any Claims resulting from Landlord’s inability to gain access to or use of the Premises arising out of the limitation on Landlord’s access to the Secured Areas set forth in this Section 5.3.

ARTICLE 6

SERVICES, UTILITIES AND EQUIPMENT

6.1 HVAC. Landlord will provide, at no additional charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), heating, ventilation and air conditioning (“HVAC”) service to Suites 110 and 130 during Building Hours (as defined below), in accordance with standards customarily provided in Comparable Buildings. If Tenant requires HVAC service to Suites 110 and/or 130 to be provided by Landlord beyond such Building Hours, then Landlord will furnish the same, provided Tenant gives reasonable advance notice of such requirement and pays for same in accordance with Landlord’s then-current schedule (which shall reflect Landlord’s actual costs which may include a component for customary overhead (i.e., depreciation on equipment, labor charges and a reasonable activation fee to cover administrative costs associated with Tenant’s request for such extra service, if any) but may not include a profit increment). Pursuant to and subject to Tenant’s compliance with the TCC’s of Article 8 below (including obtaining Landlord’s prior consent if and to the extent required pursuant to Article 8.1 below), and subject to available electrical capacity of the Building, as reasonably determined by Landlord, supplemental HVAC may be provided and/or installed by Tenant anywhere in the Premises, at Tenant’s sole cost and expense, through separate supplemental HVAC units (including, without limitation, CRAC units) which shall be

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subject to the direct control of, and maintained by, Tenant, at Tenant’s cost; in the event Landlord reasonably determines that such electrical capacity is not available at the Building, then, upon Tenant’s written request, Landlord shall, at Tenant’s cost, reasonably cooperate with Tenant to permit Tenant to add, at Tenant’s cost, equipment and facilities providing additional electrical capacity for Tenant’s use hereunder. Tenant shall not be entitled to tap into Landlord’s chilled water system for the Building or to use any of Landlord’s Building condensers in connection with any such supplemental HVAC equipment installed in the Premises unless Tenant obtains Landlord’s prior written consent thereto (which consent shall not be unreasonably withheld or delayed). The electrical consumption resulting from Tenant’s usage of Tenant’s supplemental HVAC equipment shall be separately submetered, billed to Tenant and paid by Tenant pursuant to Section 6.2 below. Landlord shall not be obligated to provide any HVAC to any other portions of the Premises; such HVAC, to the extent desired by Tenant, shall be provided by Tenant, at Tenant’s cost.

6.2 Electricity. Subject to the 1^st sentence of Section 6.1 above, and subject to any contrary provisions in this Lease, the cost of electricity supplied to the Premises shall be separately submetered by Landlord via existing submeters or new submeters installed at Tenant’s cost. Tenant shall pay to Landlord the actual out-of-pocket costs charged by the public utility provider to Landlord for electricity consumed by Tenant in the Premises, within thirty (30) days after Tenant’s receipt of an invoice (together with reasonable supporting documentation) for the same. Tenant shall in no event be obligated to pay any administration fee, or any xxxx-up, depreciation or other amounts to Landlord in connection with electricity usage by Tenant; provided, however, with respect to electricity alone, Landlord may charge an administrative fee equal to Two Thousand Five Hundred Dollars ($2,500.00) per month, which amount shall be increased annually on a cumulative and compounded basis on each anniversary of the Lease Commencement Date by the same percentage increases as those that occur under Article 3.2 above for Base Rent. Pursuant to and subject to Tenant’s compliance with the TCC’s of Article 8 below (including obtaining Landlord’s prior consent if and to the extent required pursuant to Article 8.1 below), and subject to available electrical capacity of the Building, as reasonably determined by Landlord, Tenant may, at its own expense, elect to make additional electricity arrangements for electricity to be provided to the Premises and/or Supplemental Areas (and Supplemental Equipment) directly with the applicable utility (“Provider”) and may obtain such additional electric supply from such Provider, and may install supplemental electrical equipment in the Premises and/or Supplemental Areas for such purposes (provided, however, any such additional electrical supply, arrangements and/or equipment with respect to the Supplemental Areas and Supplemental Equipment shall be subject to and conditioned upon Tenant’s compliance with the TCC’s of Article 6.9 and the Special Use Conditions). Landlord, at no cost to Landlord, shall cooperate with Tenant and Provider reasonably and in good faith in this regard. Tenant agrees to pay all bills from Provider for such direct electrical service when due.

6.3 Janitorial. Landlord shall not provide janitorial services to the Premises and Tenant shall, at its sole cost, provide its own janitorial services, trash removal and other cleaning of and to the Premises, and replacement of all light bulbs, lamps, starters and ballasts for lighting fixtures within the Premises, all as appropriate to maintain the Premises in reasonably clean condition in a manner comparable with those services provided by landlords to tenant spaces at the Comparable Buildings; provided, however, Landlord shall, at no additional charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4),

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provide janitorial services to Xxxxx 000 xxx Xxxxx 000 Mondays through Fridays (excluding Holidays, as defined below), in a manner, comparable with those provided at Comparable Buildings. Such janitorial services to be provided by Tenant shall be performed by a third party service provider reasonably approved by Landlord. Tenant shall provide reasonable advance notice to Landlord of the name of any third party janitorial service provider retained by Tenant to provide janitorial service to the Premises and shall cause such service provider to (a) comply with all then existing Building standard rules and regulations, (b) maintain customary insurance coverage associated with such contracts, and (c) not interfere with the business operations of Landlord or other tenants or occupants in the Building.

6.4 Water. Landlord shall furnish to the Premises (other than the Storage Space), at no additional charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), unheated water from mains for drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord, or by Tenant with Landlord’s prior written consent (not to be unreasonably withheld, conditioned or delayed), and heated water for lavatory purposes from regular building supply in such quantities as is customarily supplied in Comparable Buildings.

6.5 Passenger Elevator. Landlord shall provide, at no additional charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), one (1) nonexclusive, non-attended automatic passenger/freight elevator and four (4) nonexclusive, non-attended passenger elevators in service during the Building Hours, and shall have one elevator available at all other times, including on weekends and Holidays, except in the event of emergency. For purposes of this Lease, “Building Hours” shall mean 7:00 A.M. to 6:00 P.M. Monday through Friday, except for Holidays. As used herein, “Holidays” shall mean, collectively, the date of observation of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other national holidays recognized by the New York Stock Exchange. In the event Tenant shall require additional passenger elevator service beyond that being provided by Landlord during non-Building Hours, Tenant shall arrange such additional elevator service with the Building management office in advance, and any such additional elevator service so provided to Tenant shall be subject to Tenant’s payment to Landlord of Landlord’s then-prevailing rates, if any, with respect to the same.

6.6 Freight Elevator. Landlord shall provide to Tenant, at no additional charge during the Building Hours (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), non-exclusive freight elevator service, subject to reasonable, non-discriminatory scheduling by Landlord. Any such freight elevator service provided to Tenant at times other than the Building Hours shall be subject to Tenant’s payment to Landlord of Landlord’s then-prevailing rates, if any, with respect to the same.

6.7 Security. Landlord shall provide, at no additional charge to Tenant (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), twenty-four hour (24) hours per day, seven (7) days per week, every day of the year, on-site Project access control equipment, personnel, procedures and systems, all consistent with those at Comparable Buildings. Although Landlord agrees to provide the security services and security personnel set forth in the foregoing provisions of this Section 6.7, subject to Landlord’s indemnity in Section 9.1.1 below, and except for the Excluded Claims (as defined in Section

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9.1.2 below), neither Landlord nor the Landlord Parties shall be liable for, and Landlord and the Landlord Parties are hereby released from, any responsibility for any damage or injury either to person or property sustained by Tenant in connection with or arising from any acts or omissions of such security personnel, including, without limitation, as a result of any error with regard to the admission to or exclusion from the Building or Project of any person. Subject to Tenant’s compliance with, and Landlord’s rights under, Article 8 below, and subject to Landlord’s entry rights in Article 5.2 above, Tenant shall be entitled, at its sole cost, to install its own security systems for the Premises, so long as no Design Problem (as defined in Section 8.1 below) exists with respect thereto; provided, however that Tenant shall (i) reimburse Landlord, within thirty (30) days following written demand therefor, for any increased insurance costs and any increased cost of maintenance, repairs and other services to the extent actually caused by Tenant’s installation or operation of Tenant’s security system or other security procedures or personnel employed by Tenant at the Premises (provided that Landlord delivers to Tenant reasonably satisfactory evidence of such increased costs), and (ii) coordinate the installation and operation of such security system (and related Alterations) with Landlord to assure that Tenant’s security system (and related Alterations) are compatible with and connected to the Building’s security system. Prior to installation of any such security systems by Tenant, Tenant shall submit to Landlord, for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed (if no Design Problem exists), plans and specifications for such installation and such systems. Subject to compliance with the then Building standard rules and regulations applicable to the use of the same, and compliance with all Applicable Laws, Tenant shall have the right (at no charge) to utilize the Building stairwells for purposes of traveling between floors of the Premises.

6.8 Choice of Carrier. Subject to Tenant’s compliance with all Applicable Laws, Tenant may use any carriers or utility providers that Tenant desires, in its sole and absolute discretion, for electrical, internet and telecommunications services to the Premises; provided, however, that: (i) Tenant’s use of any carrier or utility provider as provided herein shall not cause unreasonable interference with or material increased cost (unless paid for by Tenant or unless the same is simply a result of pricing differences between providers) with respect to the operation of the Building or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses (provided that the fact that a communications provider chosen by Tenant may be or is in competition with another provider shall not constitute interference or material increased cost hereunder); (ii) such carriers or utility providers, and any equipment, wiring and cabling installed to provide such services, shall be subject to Landlord’s approval, which approval shall not be withheld or conditioned unless a Design Problem exists and shall not be unreasonably delayed; and (iii) any equipment, wiring and cabling to be installed outside the Premises in the Building or Project (an any access thereto) by such carriers or utility providers that provide such services shall be subject to a mutually acceptable (in the parties’ reasonable discretion) access/license agreement to be entered into by Landlord, Tenant and/or such carriers or utility providers. At no cost to Landlord, Landlord shall sign all reasonable documents, and provide all reasonable information, as reasonably necessary for Tenant to obtain such services from such carriers or utility providers, and Tenant shall reimburse Landlord, within thirty (30) days after invoice, for all actual and commercially reasonable out-of-pocket costs incurred by Landlord in providing such access rights and reviewing all plans and specifications for any equipment, wiring and cabling installed by or for Tenant in connection therewith.

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6.9 Supplemental Areas and Equipment. Landlord hereby grants to Tenant the right, to the following; provided, however, this Article 6.9 shall in no way limit or reduce any other rights or remedies of Tenant under this Lease, but rather, shall be in addition thereto:

6.9.1 Fire Suppression System. Tenant shall have the right, at no additional charge, to install, test, maintain, repair, remove, replace and/or use, at Tenant’s sole cost and expense, a dry-pipe or FM 200 fire suppression system (the “Fire-Suppression System”) within the Premises in compliance with all Applicable Laws and subject to Landlord’s reasonable approval of the plans and specifications therefor (and Tenant shall be the owner of the Fire Suppression System, subject to the terms of this Lease). In connection with Tenant’s installation of the Fire-Suppression System, Tenant shall have the right to disconnect and cap, if necessary, in compliance with Applicable Laws, the local distribution portion of any existing fire-suppression system in the Premises. Tenant will be solely responsible, at its cost, for all maintenance and repair of the Fire-Suppression System during the Lease Term; provided, however, unless Tenant elects (in its sole and absolute discretion) to have its own vendor perform monitoring of the Fire-Suppression System, Landlord shall ensure, at its sole cost and expense (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), that Landlord’s vendor (reasonably acceptable to Tenant) perform industry-standard (consistent with that at Comparable Buildings) monitoring of the Fire Suppression System, in a manner reasonably acceptable to Landlord and Tenant.

6.9.2 Generators, Batteries and Telecommunications Equipment. Tenant shall have the right, at no additional charge, to install, test, maintain, repair, remove, replace and/or use generators, batteries and telecommunications facilities and equipment in the Premises, provided the same does not cause a Design Problem (and Tenant shall be the owner of the same, subject to the terms of this Lease). Without limiting the foregoing, in connection therewith, subject to Tenant’s obligations under Article 24.18 below, and compliance with and satisfaction of all Special Use Conditions with respect to space outside the Premises and/or above the ceilings in the Premises, Tenant may also use conduit and cable connections (as well as fuel lines) connecting generators from one part of the Premises to another, and/or the Building (and/or Project) switch gear.

Landlord shall provide generator power to the Premises, at no charge, in accordance with the specifications, and from the generators (the “Landlord Generators”), set forth on Exhibit F attached hereto. Landlord shall, at its cost which may be included in Operating Charge Expenses, ensure that the Landlord Generators are maintained and repaired in compliance with Applicable Laws, and in good and operable condition.

6.9.3 Connecting Equipment. Tenant shall have the exclusive use, at no additional charge, of the existing conduits set forth on Exhibit C attached hereto, together with all connection equipment, cables, innerducts, fibers, risers, feeders and materials therein and/or connected thereto that are currently installed and existing as of the date of execution of this Lease, together with comparable replacements of such equipment by or on behalf of Tenant (collectively, the “Conduits”), subject, however, with respect to space outside the Premises and/or above the ceilings in the Premises, to Tenant’s compliance with and satisfaction of all Special Use Conditions pertaining thereto.

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6.9.4 Additional Conduit Rights. If Tenant desires additional allocations of conduit pathway rights over and above those currently serving the Premises, then, upon written request by Tenant to Landlord, to the extent Landlord reasonably has available capacity, based upon among other factors, Landlord’s needs and the needs and/or rights of other existing and/or future tenants and occupants of the Building, and provided Tenant at all times complies with and satisfies all of the Special Use Conditions pertaining thereto for space outside the Premises and/or above the ceilings in the Premises, Landlord will use reasonable efforts to accommodate Tenant’s needs, at Tenant’s sole cost and expense, and Tenant shall pay Landlord’s then-prevailing rates with respect to the same.

6.9.5 Connecting Equipment. Tenant may use, at no additional charge, the existing connection equipment, such as cables, risers, feeders and materials (collectively, the “Connecting Equipment”) that are currently installed and existing as of the date of execution of this Lease with comparable replacements of such equipment by or on behalf of Tenant in the shafts, ducts, chases, utility closets and other facilities of the Building and/or Project serving the Premises, subject, however, to Tenant’s compliance with and satisfaction of all Special Use Conditions pertaining thereto for space outside the Premises and/or above the ceilings in the Premises.

6.9.6 Additional Equipment Space. Tenant may, at any time and from time to time, request to lease from Landlord, at Landlord’s prevailing rates, additional space in the basement, garage, and/or roof and mechanical areas (“Additional Equipment Space”) of the Building for the installation of equipment to support Tenant’s activities within the Premises for the Permitted Use. Landlord agrees to lease Additional Equipment Space to Tenant provided that in Landlord’s reasonable determination the Additional Equipment Space is available based upon among other factors, Landlord’s needs and the needs and/or rights of other existing and/or future tenants and occupants of the Building, and provided Tenant at all times complies with and satisfies all of the Special Use Conditions pertaining to the Additional Equipment Space and the equipment to be placed therein.

6.9.7 Additional Connecting Infrastructure. Tenant may, at any time and from time to time, request that Landlord consent to Tenant’s installation within the Building of conduit, equipment and distribution infrastructure for telecommunications, electrical and cooling services, and similar additional pipes, ducts and conduit reasonably necessary to support the delivery of communications, electrical, back-up power and cooling and other services to Tenant’s Premises for the Permitted Use and/or to support Tenant’s activities conducted within the Premises as part of the Permitted Use (“Additional Connecting Infrastructure”). Landlord agrees to make available to Tenant pathway and points of entry at the Building for the installation of Additional Connecting Infrastructure provided that in Landlord’s reasonable determination the pathway is available based upon among other factors, Landlord’s needs and the needs and/or rights of other existing and/or future tenants and occupants of the Building, and provided Tenant at all times complies with and satisfies all of the Special Use Conditions pertaining to the Additional Connecting Infrastructure for space outside the Premises and/or above the ceilings in the Premises and the installations and equipment to be placed therein. Any Additional Connecting Infrastructure leased by Tenant shall be at and subject to Tenant’s payment to Landlord of Landlord’s prevailing rates.

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6.9.8 Additional Electricity Transformers and Vaults. To the extent reasonably deemed necessary by Tenant and to the extent not unreasonably disruptive to Landlord’s operation of the Building or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses, and provided that in Landlord’s reasonable determination additional space in the Project is available for such purposes and Tenant at all times otherwise complies with and satisfies all of the Special Use Conditions with respect thereto for space outside the Premises and/or above the ceilings in the Premises, Landlord shall provide to Tenant space in the Project for new vaults and transformers for Tenant’s additional electrical and/or telecommunications requirements for the Premises and Supplemental Areas (and/or Supplemental Equipment); provided, however, the location of such space for any new vault or transformer within the Project shall be designated by Landlord in its reasonable discretion and shall be made available to Tenant at then market terms and then market charges to be paid by Tenant to Landlord for the use thereof. Prior to installation of any such new vaults or transformers, Tenant shall submit to Landlord, for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, plans and specifications for the same.

6.9.9 Fiber Vault Construction. Tenant may, from time to time and at any time, request that Landlord allow Tenant, at Tenant’s sole cost and expense, to construct and/or install fiber vaults to serve the Premises (and/or the equipment of Tenant and/or its customers in the Premises) within rights of way adjacent to or underneath adjacent streets provided that in Landlord’s reasonable determination space for the proposed vault is available and Tenant satisfies and otherwise complies with all Special Use Conditions with respect to the use and operation thereof for space outside the Premises and/or above the ceilings in the Premises, which use shall also be upon market terms, and subject to Tenant’s payment of then market charges to Landlord for the use thereof. To the extent reasonably requested by Tenant, Landlord shall assist Tenant, at no cost to Landlord, in procuring applicable approvals necessary for the construction, at Tenant’s cost, of any such fiber vaults.

6.9.10 Supplemental Areas and Supplemental Equipment. The areas within the Building and Project which are outside the Premises and to which Tenant has rights under the foregoing provisions of this Article 6.9 (or otherwise under this Lease, including Section 2.1 of the Summary) are referred to in this Lease collectively as the “Supplemental Areas.” Tenant’s equipment, facilities and property in the Building and Project which are within such Supplemental Areas located outside the Premises and which Tenant (or its lessors or customers) owns under this Article 6.9 (or otherwise under this Lease) are referred to in this Lease collectively as the “Supplemental Equipment.” Subject to and conditioned upon Tenant’s compliance with and satisfaction of all of the Special Use Conditions (which Tenant hereby covenants to comply with at all times with respect to all such Supplemental Areas and Supplemental Equipment and Tenant’s use of and access thereto), Tenant shall, at no additional charge (except as otherwise expressly provided above in this Article 6.9), have reasonable continuous access to the Supplemental Areas and Supplemental Equipment as reasonably necessary in connection with the Permitted Use (including, without limitation, use, testing, maintenance, repair and replacement/substitutions of Supplemental Equipment), and Landlord shall not unreasonably interfere with, Tenant’s use of, the Supplemental Areas or Supplemental Equipment.

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Except to the extent expressly set forth to the contrary in this Lease, Tenant shall have no obligation to pay Base Rent, Direct Expenses or any other fees or charges for the Supplemental Areas (or Supplemental Equipment), and the rentable square footage of the Supplemental Areas shall not be included in the calculation of Tenant’s Share. Tenant, at Tenant’s sole cost and expense, shall install such fencing and other protective equipment on or about the Supplemental Equipment and/or Supplemental Areas as required by Applicable Laws or as may otherwise be reasonably determined by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). It is expressly agreed and understood that, notwithstanding anything to the contrary in this Lease, Tenant’s existing fencing and other protective equipment on or about the Supplemental Equipment and/or Supplemental Areas as of the Lease Commencement Date, is acceptable to Landlord. Notwithstanding the fact that Tenant must (or may, as applicable), leave certain property in the Building, as set forth in this Lease, during the entire Lease Term (as may be extended), Tenant shall remain the owner of all Supplemental Equipment for all purposes (including, without limitation, for depreciation).

6.9.11 Interruption of Use. Tenant agrees that, except as otherwise provided in this Lease (and subject to Landlord’s obligations under this Lease), Landlord shall not be liable for damages, by abatement of Rent (except as provided in this Lease) or otherwise, for failure to furnish or delay in furnishing any utilities or services, or for any diminution in the quality or quantity thereof, and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent (except as expressly provided in Section 18.4 below) or performing any of its obligations under this Lease.

ARTICLE 7

REPAIRS

7.1 General. Subject to Tenant’s obligations under this Lease (including Tenant’s repair and maintenance obligations in Article 6.9 above and below in this Section 7.1), and subject to Articles 10 and 12 of this Lease, Landlord shall, at Landlord’s sole cost and expense (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), maintain in first-class condition and operating order and keep in good repair and condition the structural and/or exterior portions of the Premises, Building and Project, including (i) the foundation, floor and ceiling.(including slabs), roof, curtain wall, glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, parking garages, landscaping, fountains, water falls, Project signage, stairwells (excluding any internal stairwells within the Premises), elevator cabs, plazas, art work, sculptures, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all Common Areas (collectively, the “Building Structure”), and (ii) the mechanical, electrical, life safety, plumbing, sprinkler, HVAC and sewer and other base Building systems excluding distribution thereof inside the Premises for portions of the Premises used for telecommunications purposes, and including distribution thereof inside the Premises for any other space in the Premises (but not with respect to any Alterations made to such other space by or for Tenant after the Lease Commencement Date) (collectively, the “Building Systems”), and Landlord shall make such corrections as may be required after being made aware of the need therefor; provided, however, to the extent such maintenance and repairs are caused by the negligence or willful misconduct of Tenant or any

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Tenant Parties or Tenant’s invitees, Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and repairs, subject, however to the waiver and limitations in Section 9.4 below. Additionally, Tenant shall be responsible to repair, at its sole cost, any damage to the Building or Project caused by Tenant’s Supplemental Equipment, subject, however to the waiver and limitations in Section 9.4 below. Tenant shall use commercially reasonable efforts to maintain and repair in working condition, in a manner consistent with Tenant’s past normal business operations, any equipment of Tenant for which this Lease expressly provides will be surrendered by Tenant to Landlord upon expiration or earlier termination of this Lease. The Building Structure and Building Systems shall not include any of Tenant’s Supplemental Equipment. Landlord shall comply with all applicable governmental laws, rules, regulations, codes and ordinances (collectively, “Applicable Laws”) which relate to the Building Structure and/or Building Systems, and Landlord shall make such corrections as may be required by Applicable Laws with respect to the Building Structure and Building Systems after being made aware of the need therefor; provided, however, that, subject to the waiver and limitations in Section 9.4 below, Tenant shall reimburse Landlord, within thirty (30) days after invoice, for the reasonable, out-of-pocket costs of any improvements and alterations required to be made to the Building Structure and Building Systems which are Landlord’s obligation under this sentence to the extent caused by any Alterations, equipment, systems or other property (including Tenant’s Supplemental Equipment) first installed during the Lease Term by or on behalf of Tenant in the Premises or at the Project. Without limiting the foregoing, except for casualty damage and causes beyond Landlord’s reasonable control, Landlord shall use commercially reasonable efforts to maintain the roof of the Building in water-tight condition, and free from leaks at all times. Subject to Landlord’s obligations under this Lease, including, without limitation, under Articles 10 and 12 below, Tenant shall, at its expense, keep the interior of the Premises (not including the Building Structure or Building Systems) and all permanent improvements installed by Tenant in the Premises in good order and condition during the Lease Term, except for ordinary wear and tear, causes beyond Tenant’s reasonable control, casualty damage which is Landlord’s obligation to repair and the negligence or willful misconduct of Landlord and the Landlord Parties (subject, however, to the waiver and limitations in Section 9.4 below); provided, however, notwithstanding the foregoing, Tenant shall not be required to maintain the Premises in any better condition than that which existed as of the date of this Lease, except as may be required by Applicable Laws (but only to the extent of compliance with Applicable Laws for which Tenant is otherwise specifically responsible under the terms of this Lease). Landlord shall perform all repairs, improvements and work at the Building and Project in a commercially reasonable manner, after-hours (whenever reasonably practicable) and in a manner which does not unreasonably interfere with Tenant’s use or operation of the Premises for the Permitted Use.

7.2 Tenant’s Right to Make Repairs. Notwithstanding any of the TCCs set forth in this Lease to the contrary, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord pursuant to the terms of this Lease, and which event or circumstance materially or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence such required action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days’ written notice to Landlord specifying that Tenant is taking such required action (provided, however, that the initial thirty

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(30) day notice and the subsequent ten (10) business day notice shall not be required in the event of an “Emergency”, as that term is defined, below, but rather a single one (1) business day notice shall be required) and if such action was required under the TCCs of this Lease to be taken by Landlord and was not commenced by Landlord within such ten (10) business day period (or one (1) business day period in the event of an Emergency, as applicable) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable out-of-pocket costs and expenses in taking such action plus interest thereon at ten percent (10%) per annum. In the event Tenant takes such action, and such action affects the Building Structure or Building Systems, then Tenant shall use only those contractors used by Landlord in the Building for work unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the TCCs of this Article 7.2, Tenant shall deliver to Landlord a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent payable by Tenant under this 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 invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the TCCs of this 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 not then be entitled to such deduction from Rent, but may proceed to claim a default by Landlord; if Tenant prevails in any such claim, the amount of the award (which shall include interest at 10% per annum from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset) may be deducted by Tenant from the Rent next due and owing under this Lease. For purposes of this Article 7.2, an “Emergency” shall mean an event threatening immediate and material danger to people or property located in the Building.

ARTICLE 8

ADDITIONS AND ALTERATIONS

8.1 Landlord’s Consent to Alterations. Subject to the following provisions of this Article 8, Tenant shall have the right, without Landlord’s consent, to make changes, modifications, additions and alterations to the Premises during the first twelve (12) months of the Lease Term (collectively, the “Permitted Alterations”). It is understood that, subject to the following provisions of this Article 8, Tenant may (but without obligation to do so) also install and construct infrastructure and telecommunications facilities and equipment in the Premises during such 12-month period, and that the same shall be considered part of Permitted Alterations. With respect to any Permitted Alterations (including, without limitation, under Section 1.3 above) that do not require Landlord’s consent, Landlord’s consent shall still be required for the plans and specifications for the Permitted Alterations, which consent shall not be withheld, conditioned or delayed by Landlord, unless a Design Problem exists, and will be deemed consented to by Landlord unless Landlord denies its consent by written notice to Tenant identifying the Design Problem within ten (10) business days after Landlord receives the plans and specifications in question. A “Design Problem” is defined as the applicable Alteration: (i)

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materially and adversely affecting the Building Structure or Building floor loads; (ii) materially and adversely affecting the Building Systems (or the reasonable industry-standard third-party manufacturer’s specifications for the Building Systems); (iii) unreasonably interfering with any of Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises, systems and/or equipment, provided that such use and enjoyment is for normal and customary purposes in an office/telecommunications building that do not unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with the TCC’s of this Lease; (iv) creating a dangerous or hazardous condition; and/or (v) failing to comply with Applicable Laws or any other provisions of this Lease (including, without limitation, Section 7 of the Summary). Notwithstanding anything to the contrary set forth herein, Tenant’s existing improvements, alterations, systems and equipment shall not be deemed to create a Design Problem if such Design Problem exists as a result of any action by Landlord on or after the Lease Commencement Date.

Additionally, without limiting the foregoing, during the Lease Term (as may be extended), Tenant shall not require Landlord’s consent to (a) repair the Premises or to install, repair, replace, supplement or modify any telecommunications and/or Colocation systems and/or equipment within the Premises, provided such repairs, systems and equipment do not affect the Building Structure and would not result in a Design Problem, or (b) perform non-structural changes, modifications, additions and alterations to the Premises that do not affect the Building Structure or Building Systems and would not result in a Design Problem (collectively, the “Non-Structural Alterations”). Except in connection with Permitted Alterations that do not result in a Design Problem, and except as set forth in the preceding sentence, Landlord’s consent shall be required for Tenant to make alterations to the Premises which affect the Building Structure or the Building Systems (collectively, the “B/S Alterations”), which consent or approval shall not be withheld by Landlord, unless a Design Problem exists. Permitted Alterations, Non-Structural Alterations and B/S Alterations and all other alterations to the Premises by or on behalf of Tenant are sometimes collectively referred to herein as “Alterations”. Notwithstanding anything to the contrary contained in this Article 8, in no event may Tenant make any Alterations (1) that would result in a Design Problem unless Landlord, in its sole and absolute discretion, approves same, (2) unless Tenant delivers to Landlord written notice of such proposed Alterations together with the plans and specifications therefor (or any subsequent changes thereto) at least ten (10) business days prior to the commencement of, such Alterations (so that Landlord may determine if a Design Problem exits with respect thereto and/or post notices of non-responsibility), and (3) unless Tenant performs the same in compliance with this Article 8. With respect to any Alterations requiring Landlord’s consent, if Landlord does not notify Tenant in writing that it is withholding its consent to any proposed Alterations (it being understood that Landlord may only withhold its consent if a Design Problem exists) within ten (10) business days after Tenant’s request, then Landlord shall be deemed to have approved such Alterations.

8.2 Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and

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approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.

8.3 Removal of Tenant’s Property. Notwithstanding anything to the contrary in this Lease, during the Lease Term (and for up to ten (10) business days after the expiration or earlier termination of the Lease Term, but subject to Tenant’s payment of holdover rent pursuant to Article 15 below during such period), except as set forth to the contrary in Article 14 below, Tenant may, at Tenant’s option, but without obligation to do so, remove from the Premises, Building and Project any Alterations, and/or Tenant’s furniture, fixtures (including business and trade fixtures), personal property, infrastructure, improvements, equipment and/or other property owned by Tenant or installed or placed by or on behalf of Tenant (regardless of whether the same is built-in or free standing), including, without limitation, telecommunications equipment and systems, provided Tenant repairs, at its expense, any damage to the Premises and Building caused by any such removal; provided, however, Tenant may leave floor and wall coverings in the Premises in their then existing “as is” condition and shall have no obligation to repaint, install new floor covering or to patch or repair wall, ceiling, roof, floor and/or other penetrations in the Premises.

ARTICLE 9

INDEMNITY; INSURANCE

9.1 Indemnification.

9.1.1 As used herein, the “Tenant Parties” shall mean, collectively, Tenant and Tenant’s partners, shareholders, members, affiliates, subsidiaries, officers, directors, successors, assignees, subtenants, agents and licensees (including Colocation Users), employees and independent contractors. Landlord hereby indemnifies, defends and holds harmless the Tenant Parties (other than contractors, subtenants, Colocation Users and licensees), from and against any

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claim, loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) to the extent (a) caused by or resulting from the negligence or willful misconduct of Landlord or its partners, shareholders, members, affiliates, subsidiaries, officers, directors, successors, agents, employees, and independent contractors and/or each of them (collectively, “Landlord Parties”), or breach of this Lease by Landlord (including, without limitation, any default by Landlord under Section 18.3 below), and (b) not insured or required to be insured by Tenant under this Lease, but such indemnity shall not include (i) any loss or damage to Tenant’s property to the extent Tenant has waived such loss or damage pursuant to Section 9.4 below, or (ii) any lost profits, loss of business or other consequential damages.

9.1.2 Subject to and except for (a) Claims indemnified by Landlord in Landlord’s indemnity in Section 9.1.1 above, (b) Landlord’s obligations under this Lease, and (c) Claims caused by or resulting from the gross negligence or willful misconduct of Landlord or the Landlord Parties and not insured or required to be insured by Tenant under this Lease (such excluded Claims in this clause (c), collectively, the “Excluded Claims”), Tenant hereby: (i) assumes all risk of damage to property (including, without limitation, the Supplemental Equipment) or injury to persons in, upon or about the Premises or the Supplemental Areas from any cause whatsoever; and (ii) agrees that, to the extent not prohibited by law, the Landlord Parties shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property (including, without limitation, the Supplemental Equipment) or resulting from the loss of use thereof which damage is sustained by Tenant, any Tenant Parties or other persons claiming through Tenant. Tenant hereby indemnifies, defends and holds harmless Landlord and the Landlord Parties (other than contractors) from and against any Claims to the extent (1) caused by or resulting from the negligence or willful misconduct of Tenant or Tenant Parties, or the breach of this Lease by Tenant (including, without limitation, any Default by Tenant under Section 18.1 below), and (2) not insured or required to be insured by Landlord under this Lease, but such indemnity shall not include (A) any loss or damage to Landlord’s property to the extent Landlord has waived such loss or damage pursuant to Section 9.4 below, or (B) any lost profits, loss of business or other consequential damages.

9.1.3 The provisions of this Article. 9.1 shall survive the expiration or sooner termination of this Lease.

9.2 Landlord’s Insurance. Landlord shall insure the Building (including the Building Structure and Building Systems) and the Project (but excluding, at Landlord’s option, the property required to be insured by Tenant pursuant to Section 9.3.2 below) during the Lease Term against loss or damage due to fire and other casualties covered within the classification of fire and extended coverage, vandalism coverage and malicious mischief, water damage, earthquake damage (to the extent available at commercially reasonable costs), and all other risks normally covered under “special form” policies in the geographical area of the Building. Such coverage shall be in such amounts, from such companies, and on such other TCCs, as Landlord may from time to time reasonably determine, provided that, in any event, such coverage shall: (i) be for full replacement (less commercially reasonable deductibles) of such covered items of the Building and the Project in compliance with Applicable Laws; (ii) be with companies licensed in the State of California; and (iii) at a minimum be comparable to the coverage and amounts of property damage insurance which are carried by reasonably prudent landlords of

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Comparable Buildings (except Landlord shall have the right, but not the obligation, to obtain terrorism, mold and/or flood insurance, provided that, in the event Landlord carries the same, then the cost of the same shall be imputed into the Base Year as if Landlord carried the same during the entire Base Year). Additionally, Landlord shall maintain Commercial General Liability Insurance with companies licensed in the State of California covering the insured against Claims of bodily injury, personal injury and property damage (including loss of use thereof) arising out of Landlord’s operations, and contractual liabilities, for limits of liability not less than $5,000,000.00 per occurrence and $5,000,000.00 in the aggregate). Upon inquiry by Tenant, from time to time, Landlord shall inform Tenant of all such insurance carried by Landlord.

9.3 Tenant’s Insurance.

9.3.1 Tenant shall maintain the following coverage in the following amounts: Commercial General Liability Insurance covering the insured against Claims of bodily injury, personal injury and property damage (including loss of use thereof) arising out of Tenant’s operations, and contractual liabilities, for limits of liability not less than:


Bodily Injury and		$5,000,000 each occurrence
Property Damage Liability		$5,000,000 annual aggregate

		Commercially reasonable deductible amounts

Personal Injury Liability		$5,000,000 each occurrence
		$5,000,000 annual aggregate

		Commercially reasonable deductible amounts

9.3.2 Tenant shall also insure (i) all Alterations and tenant improvements now or hereafter permanently attached to the Premises (and not described in (ii) below) by or on behalf of Tenant (collectively, the “Permanent Alterations”), and (ii) all of Tenant’s personal property, fixtures, systems and equipment (including the Supplemental Equipment) now or hereafter in the Premises and/or Project (including the Supplemental Areas) against loss or damage due to fire and other casualties covered within the classification of fire and extended coverage, vandalism coverage and malicious mischief, water damage and all other risks normally covered under “special form” policies in the geographical area of the Building. Such coverage shall be for full replacement of the insured items (less commercially reasonable deductibles) in compliance with Applicable Laws.

9.3.3 All such insurance required to be maintained by Tenant shall: (a) be maintained throughout the Lease Term (as may be extended); (b) be issued by companies licensed in the State of California and having a rating reasonably acceptable to Landlord; (c) name Landlord, Landlord’s property manager and the holder of any mortgage encumbering the Building or Project as additional insureds with respect to Tenant’s liability insurance under Section 9.3.1 above and as loss payees (as their respective interests appear) with respect to the property damage insurance described in Section 9.3.2(i) above; (d) provide, in effect, that the insurer shall endeavor to give Landlord at least ten (10) days’ prior written notice of cancellation or material reduction in coverage; (e) be primary insurance as to all claims thereunder, and

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provide that any insurance carried by Landlord is excess and is non-contributing; and (f) be in commercially reasonable form. Tenant shall deliver to Landlord certificates of insurance evidencing the coverage required to be carried by Tenant hereunder on or before the Lease Commencement Date and before the expiration dates thereof.

9.4 Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder or if higher, to the extent such insurance has been obtained. The parties each hereby waive all rights and claims against each other (and against the officers, directors, partners, members, shareholders, employees and agents of the other) for such losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured to recover thereunder from the insurer. Such waiver and release shall specifically include any deductible, retention and self-insured loss or damage. The parties agree that their respective property damage insurance policies are now endorsed (or they shall use commercially reasonable efforts to obtain such an endorsement from their respective insurers) such that the waiver of subrogation shall not affect the right of the insured to recover thereunder, but the failure to obtain any such endorsement shall not impair the effectiveness of this waiver and/or release between Landlord and Tenant.

ARTICLE 10

DAMAGE AND DESTRUCTION

10.1 Repair of Damage to Premises by Landlord. If the Premises, the Building Structure, the Building Systems, or any Common Areas serving or providing ingress/egress to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently repair and restore the Building Structure, the Building Systems and the Common Areas and Supplemental Areas (and the Permanent Alterations in the Premises as described in Section 10.2.1 below, subject to the provisions of Section 10.2.1 below). Such restoration shall be to substantially the same condition as existed prior to the casualty, except for modifications required by Applicable Laws. Landlord shall have no obligation whatsoever under this Article 10 to repair or restore the Supplement Equipment or any of Tenant’s personal property, trade fixtures or equipment in the Premises, Building or Project, and Tenant shall have no obligation to assign or deliver any insurance proceeds or other amounts to Landlord with respect thereto. In the event of casualty damage, Rent will be abated, if at all, pursuant to the terms of Section 18.4 below.

10.2 Termination Rights.

10.2.1 In the event that, as a result of the casualty in question, Landlord would have to repair Uninsured Damage (as defined below) to the Building in excess of Ten Million Dollars ($10,000,000.00) (the “Uninsured Costs”), then, unless Tenant is willing to provide to Landlord funds necessary to cover all Uninsured Costs to the extent in excess of the initial $10,000,000.00 in Uninsured Costs (the “Initial Uninsured Costs”), plus fifty percent (50%) of the Initial Uninsured Costs, Landlord may elect not to effect such repairs and instead terminate

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this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of such casualty. Notwithstanding the foregoing, Landlord may only exercise such termination right: (i) with respect to the damaged portions of the Premises; or (ii) with respect to the entire Lease if the Termination Condition (as defined below) has been met As used herein, “Uninsured Damage” shall mean that Landlord does not have insurance proceeds with respect to such damage (including and taking into account any deductible amounts, except as expressly provided in clause (B) hereinbelow), provided that (A) Landlord would also not have such proceeds had Landlord carried the insurance as required under this Lease, and (B) any deductible amounts that (1) do not pertain to earthquake, terrorism, mold and/or flood insurance (or any insurance not required to be carried by Landlord under Section 9.2 above), and (2) are in excess of the lesser of commercially reasonable deductible amounts at the time of such casualty or $500,000.00, shall not, to the extent of such excess, be considered part of Uninsured Damage or included in such Uninsured Costs. Additionally, where greater than forty percent (40%) of the Building is damaged by the casualty in question, and repairs thereto cannot, in Landlord’s reasonable opinion (certified by Landlord’s independent third-party licensed contractor), be completed within twelve (12) months after the necessity for repairs as a result of such damage becomes known to Landlord (certified by Landlord’s independent third-party licensed contractor), then, provided the Termination Condition has been met, Landlord may elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage. The “Termination Condition” is defined as prior to or concurrently with Landlord’s termination notice terminating this Lease, Landlord terminates the leases of all other tenants of the Building which contain termination rights in favor of Landlord permitting Landlord to terminate such leases in the event of casualty damage. Upon the occurrence of any damage to the Premises for which Landlord has elected, or is otherwise required, to repair, then provided this Lease has not been terminated, Tenant shall assign to Landlord all insurance proceeds payable to Tenant under Section 9.3.2(i) above with respect to the Permanent Alterations in the Premises and Landlord shall repair any damage to such Permanent Alterations (provided if the cost of such repair of such Permanent Alterations exceeds the sum of (x) the amount of insurance proceeds for such Permanent Alterations received by Landlord from Tenant or Tenant’s insurance carrier, as assigned by Tenant, plus (y) any insurance proceeds received by Landlord from Landlord’s insurance with respect to such Permanent Alterations, the excess cost of such repairs to such Permanent Alterations shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage).

Additionally, if the Premises or the Building is damaged to any substantial, material extent by fire or other casualty during the last twelve (12) months of the Term, and, in the reasonable judgment of Landlord’s independent third-party licensed contractor, the damage or destruction to the Premises or Building cannot be repaired by the date which is sixty (60) days after such casualty damage, and Tenant elects not to exercise any existing renewal option in its favor (which has not been previously waived or expired), then notwithstanding anything contained herein, Landlord and/or Tenant shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within sixty (60) days after such party learns learn of the necessity for repairs as the result of such damage.

10.2.2 Notwithstanding the TCCs of Article 10.1 or 10.2.1 above if, in the reasonable opinion of an architect or contractor mutually and reasonably agreed upon by

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Landlord and Tenant (the “Damage Consultant”), the damage affects more than thirty percent (30%) of the Premises (herein, a “Tenant Damage Event”), and repairs of such damage to the portions of the Building which Landlord is obligated to repair pursuant to Section 10.1 above cannot reasonably be completed within twelve (12) months after the date of discovery of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Landlord within sixty (60) days after Tenant’s receipt of the certificate of such Damage Consultant setting forth such reasonable opinion, in which event Landlord shall not be required to restore and/or rebuild as required pursuant to Section 10.1 above. Tenant may request that Landlord provide Tenant with a certificate from the Damage Consultant described above setting forth such Damage Consultant’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such request within five (5) business days.

10.2.3 If either Landlord or Tenant exercises any of its options to terminate this Lease as provided above in this Section 10.2, this Lease shall cease and terminate as of the date set forth in such party’s termination notice, which termination date shall be no less than thirty (30) days and no more than ninety (90) days after such termination notice is delivered to the other party; provided, however, that if the termination notice is delivered as a result of a casualty damage occurring during the last twelve (12) months of the Lease Term, such termination date shall be no less than thirty (30) days and no more than forty-five (45) days after such termination notice is delivered to such other party.

10.3 Waiver of Statutory Provisions. The TCCs of this Lease, including this Article 10, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project. Without limiting the foregoing, with respect to any damage or destruction Landlord and Tenant irrevocably waive and release their respective rights under the provisions of Sections 1932 and 1933 of the California Civil Code.

ARTICLE 11

NONWAIVER

Except as otherwise provided for herein as a “deemed waiver,” no provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed by such waiving party. The waiver by either party hereto of any breach of any TCC herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other TCC herein contained. The subsequent acceptance of Rent hereunder by Landlord or payment of Rent by Tenant shall not be deemed to be a waiver of any preceding breach by Tenant or Landlord of any TCC of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s or Tenant’s knowledge of such preceding breach at the time of acceptance or payment of such Rent. No acceptance by Landlord of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and/or satisfaction, and Landlord

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may accept such check or payment without prejudice to Landlord’s right to recover the full amount due.

ARTICLE 12

CONDEMNATION

If (i) the whole of the Premises, Building or Project, or fifty percent (50%) or more of the Premises, shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or (ii) Landlord shall grant a deed or other instrument in lieu of any such takings by eminent domain or condemnation as a result thereof, then Landlord shall have the option to terminate this Lease, provided that prior to or concurrently with Landlord’s termination notice terminating this Lease, Landlord terminates the leases of all other tenants of the Building which contain termination rights in favor of Landlord permitting Landlord to terminate such leases in the event of such condemnation or taking. If as a result of any of the aforesaid condemnation or takings (or deeds in lieu thereof) Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, Tenant shall have the option to terminate this Lease, exercisable by written termination notice delivered by the terminating party to the other party within sixty (60) days after such terminating party becomes aware thereof. Any such termination shall be effective as of the date possession is required to be surrendered to the authority. Tenant shall not assert any claim against Landlord for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim against the taking authority available to Tenant for any taking of Tenant’s personal property, equipment, improvements, alterations and/or fixtures belonging to Tenant, and for moving expenses. Notwithstanding anything in this Article 12 to the contrary, Landlord and Tenant shall each be entitled to receive fifty percent (50%) of the “bonus value” of the leasehold estate in connection therewith, which bonus value shall be equal to the difference between the Rent payable under this Lease and the sum established by the condemning authority as the award for compensation. All Rent shall be apportioned as of the date of such termination. Upon any taking or other matter described in this Article 12, Rent for the Premises (and for those Supplemental Areas, if any, for which Rent is required to be paid by Tenant under this Lease) shall be abated pursuant to Section 18.4 below. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and eighty (180) days or less, or a taking of less than thirty percent (30%) of the Premises, then this Lease shall not terminate pursuant to this Article 12 but the Rent for the Premises (and for those Supplemental Areas, if any, for which Rent is required to be paid by Tenant under this Lease) shall be abated pursuant to Section 18.4 below; Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

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ARTICLE 13

ASSIGNMENT AND SUBLETTING

13.1 Transfers. Tenant shall not, without the prior written consent (except as otherwise provided below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign this Lease or sublet all or any portion of the Premises (a “Transfer”; any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires to obtain Landlord’s consent to any Transfer (and such consent is required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) a description of the portion of the Premises to be transferred (the “Subject Space”), (ii) all of the material economic terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all relevant existing executed and/or proposed documentation (to the extent then existing) pertaining to the proposed Transfer, and (iii) current financial statements of the proposed Transferee. Landlord shall approve or disapprove of the proposed Transfer within thirty (30) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord fails to notify Tenant in writing of such approval or disapproval within such Review Period and (ii) Landlord fails to notify Tenant in writing of such approval or disapproval within five (5) business days following Landlord’s receipt of a reminder notice of the expiration of the Review Period, then Landlord shall be deemed to have approved such Transfer. Any Transfer requiring Landlord’s consent hereunder which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including any Permitted Transfers pursuant to Section 13.3 below, are and shall be subject and subordinate to all of the TCCs of this Lease, except as may otherwise be provided in this Lease. If Landlord consents to any Transfer, (A) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, and (B) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all relevant documentation pertaining to such Transfer. In addition, no Transfer, whether with or without Landlord’s consent and whether a Permitted Transfer, shall relieve Tenant from any liability under this Lease.

13.2 Landlord’s Consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the TCCs specified in the Transfer Notice. The parties hereby agree that reasonable reasons under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer shall include, without limitation, the following:

13.2.1 In the event of an assignment of this Lease, or a sublease of more than 15,000 rentable square feet of the Premises, the Transferee does not have the financial capability to perform the obligations under the applicable Transfer;

13.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; or

13.2.3 The proposed Transfer would cause a violation of an exclusive right granted by Landlord in good faith in another lease for space in the Building, or would give an

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occupant of the Building a right to cancel its lease as a result of the proposed use to be made of the space by the sublessee or assignee, provided that upon request from Tenant, Landlord shall provide written notice of all applicable exclusive rights.

13.2.4 The Transferee is either a governmental agency or instrumentality thereof (i) which is that of a foreign country, or (ii) which operates a business from the Subject Space that is not primarily an administrative office and/or requires or permits members of the general public to visit the Subject Space to apply for and/or obtain information, services, goods and/or benefits provided by such Transferee (other than on an occasional basis).

13.3 Non-Transfers. Notwithstanding anything to the contrary contained in this Article 13 or elsewhere in this Lease, Tenant may, from time to time, in its sole and absolute discretion, without the consent of Landlord, provided that Tenant shall deliver to Landlord written notice thereof (except no such notice shall be required for any license or sublicense described in clause (a) hereinbelow which pertains to less than 5,000 rentable square feet of space within the Premises), do any or all of the following (collectively, “Permitted Transfers”), so long as any such Permitted Transfer was not entered into, and the transferee thereof was not formed, as a subterfuge by Tenant, to (1) avoid the obligations contained in this Article 13, or (2) adversely affect the ability of Tenant to satisfy its obligations under this Lease:

(a) license and/or sublicense any or all of the Premises to any third parties (including customers of Tenant and customers of such customers) for Colocation;

(b) assign, sublease, and/or otherwise transfer the Premises and/or this Lease, and/or Tenant’s interest therein, (i) to any affiliate of Tenant (including any entity that controls, is controlled by, or is under common control, with Tenant), and/or (ii) in connection with any merger, consolidation, sale of stock, sale of assets, sale of Tenant’s business and/or restructuring; and/or

(c) assign this Lease (or any of Tenant’s property) as security for any financing obtained by Tenant in the ordinary course of Tenant’s business (and, in connection therewith, Tenant may record in the public records any leasehold deed of trust or mortgage against the Premises, provided that such deed of trust or mortgage shall not impair Landlord’s title to the Project).

ARTICLE 14

SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL

Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in as good order and condition as of the date of this Lease, except for reasonable wear and tear, causes beyond Tenant’s reasonable control (including casualty damage), repairs which are the responsibility of Landlord hereunder, and the negligence or willful misconduct of Landlord and/or the Landlord Parties (subject, however, to the waiver and limitations in Section 9.4 above). Such surrender shall also be subject to and in accordance with the provisions of Section 8.3 above. Upon such expiration or termination, Tenant shall, at its cost, remove or cause to be removed from the

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Premises, Building or Project, any Supplemental Equipment, Alterations, fixtures (including business and trade fixtures) and/or other improvements, furniture, equipment, free-standing cabinet work, movable partitions and/or other property owned by Tenant or installed or placed by Tenant (and the same shall belong to Tenant, as its sole property), other than items set forth in the penultimate sentence of this Article 14 which are to remain and repair any damage to the Building, Project and Premises resulting from such removal; provided, however, (a) Tenant shall not be obligated to remove Alterations, unless Landlord notified Tenant in writing prior to installation of the applicable Alteration that Tenant is required to remove the same upon expiration or termination of this Lease, and (b) Tenant shall not be required to remove any Supplemental Equipment or other equipment unless the same is a potentially hazardous material (such as batteries). Notwithstanding the foregoing, upon expiration or earlier termination of the Lease Term, Tenant shall not be permitted or required to remove the Conduits or any of the following equipment and/or any replacements or modifications thereto, which shall be surrendered by Tenant to Landlord upon the expiration or earlier termination of the Lease Term in their then-existing condition (subject, however, to Tenant’s obligations in Section 7.1 above to use commercially reasonable efforts to maintain and repair in working condition, in a manner consistent with Tenant’s past normal business operations, the following equipment): (1) any emergency power generators or cooling towers and related piping and equipment from the Building or Project that are outside the Premises (including without limitation, those items identified on Exhibit B as “Utility Bus Duct Back/Up Generator/Parelling Gear” and “Cooling Tower (for 1^st and 2^nd floor IDC)”); and (2) the condenser water distribution system in the Building that is outside the Premises, together with the piping loop and supporting pumps and equipment therefor; provided, however, subject to Tenant’s obligations in Section 7.1 (i.e., to use commercially reasonable efforts to maintain and repair in working condition, in a manner consistent with Tenant’s past normal business operations), (A) all such items shall be accepted by Landlord upon the expiration or earlier termination of this Lease in their “As-Is” condition, without representation or warranty by Tenant, and (B) Tenant shall have no obligation or liability whatsoever in the event such items malfunction or break, or are otherwise not suitable for Landlord’s needs or operations. Notwithstanding the fact that Tenant must (or may, as applicable), leave certain property in the Building, during the entire Lease Term (as may be extended), Tenant shall remain the owner of all such property, for all purposes (including, without limitation, for depreciation), including, without limitation, Supplemental Equipment, Alterations, fixtures (including business and trade fixtures), furniture, equipment, free-standing cabinet work, movable partitions and/or other property owned by Tenant or installed or placed by Tenant.

ARTICLE 15

HOLDING OVER

If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, such tenancy shall be from month-to-month only, and shall not, except as set forth below, constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to the product of (i) the Base Rent applicable during the last rental period of the Lease Term under this Lease, and (ii) one hundred twenty-five percent (125%). Such month-to-month tenancy shall be subject to every other applicable TCC contained herein. Nothing contained in this Article 15 shall be construed as consent by Landlord to any

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holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease.

ARTICLE 16

ESTOPPEL CERTIFICATES

Within ten (10) business days following a request in writing by Landlord or Tenant, Tenant or Landlord, as the case may be, shall execute, acknowledge and deliver to the requesting party (the “Requesting Party”) a written statement certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (b) the dates to which the rent and any other charges have been paid; (c) to the non-Requesting Party’s knowledge, whether or not Requesting Party is in default in the performance of any obligation, and if so, specifying the nature of such default; (d) the address to which notices to non-Requesting Party are to be sent; and (e) such other matters as the Requesting Party may reasonably request.

ARTICLE 17

SUBORDINATION

Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease shall be subject and subordinate to the lien of any mortgage or trust deed now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that this Lease be superior thereto. Landlord’s delivery to Tenant of commercially reasonable non-disturbance agreement(s) in favor of Tenant from any mortgage holders and lien holders of Landlord shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the TCCs of this Article 17. Subject to Tenant’s receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof, to recognize such purchaser or lienholder as the lessor under this Lease, provided such lienholder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in Default of this Lease. Landlord’s interest herein may be assigned as security at any time to any lienholder.

ARTICLE 18

DEFAULTS; REMEDIES

18.1 Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant (a “Default”):

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18.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within ten (10) business days after written notice that the same was not paid when due; or

18.1.2 Any failure by Tenant to observe or perform any other TCC of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such failure is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in Default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such failure as soon as reasonably possible; or

18.1.3 Any uncured default beyond all applicable notice and cure periods by Tenant, as subtenant, under the 4th Floor Sublease; but such uncured default by Tenant under the 4th Floor Sublease shall not be considered a Default under this Lease prior to the date HWS has assigned its interest in the 4th Floor Sublease to Landlord or an affiliate of Landlord (if at all). Effective upon any such assignment, any such default (beyond all applicable notice and cure periods) by Tenant under the 4th Floor Sublease shall, if not then cured, become a Default by Tenant under this Lease.

The notice periods provided herein are in addition to, and not in lieu of, any notice periods provided by Applicable Law.

18.2 Remedies Upon Default. Upon the occurrence of any event of Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue the following remedies:

18.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in Rent, after due process of law enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following:

(i) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

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(v) At Landlord’s election, but subject to the provisions of this Lease, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Applicable Law.

As used in this Article 18, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

In the event of any such termination, Landlord shall use all efforts to mitigate its damages in accordance with Applicable Laws. Subject to such duty to mitigate, upon any such termination, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements.

18.2.2 Upon a Default, Landlord shall also have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any Default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

18.2.3 Upon a Default, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder, and Tenant shall pay to Landlord, within thirty (30) days following delivery by Landlord to Tenant of statements therefor, sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of any such Default.

Notwithstanding the foregoing, Tenant shall not be liable for any indirect, special, punitive or consequential damages.

18.3 Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease if (i) in the event a failure by Landlord is with respect to the payment of money, Landlord fails to pay such unpaid amounts within ten (10) business days of written notice from Tenant that the same was not paid when due; or (ii) in the event a failure by Landlord is other than (i) above, Landlord fails to perform such obligation within thirty (30) days after the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any such default by Landlord under this Lease, Tenant may exercise and all of its rights and remedies provided at law and/or in equity.

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Notwithstanding the foregoing, Landlord shall not be liable for any indirect, special, punitive or consequential damages.

18.4 Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, or the Supplemental Areas (or Supplemental Equipment) or any portion thereof, as a result of Landlord’s breach of this Lease or the negligence or willful misconduct of Landlord or its contractors, licensees or invitees or casualty or condemnation (or any other event covered by Articles 10 or 12 of this Lease, other than with respect to the Supplemental Equipment) (an “Abatement Event”), then Tenant may give Landlord written notice of such Abatement Event, and if such Abatement Event continues for three (3) consecutive days after Landlord’s receipt of any such written notice, or occurs for seven (7) days (whether or not consecutive) in a three (3) consecutive month period (in either of such events, the “Eligibility Period”), then (a) Rent for the Premises shall be abated after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises, or a portion thereof in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use (“Premises Unusable Area”), bears to the total rentable area of the Premises, and (2) Rent for the Supplemental Areas for which Tenant is required to pay Rent under this Lease, if any, shall be abated after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, such Supplemental Areas, or a portion thereof, in the proportion that the rentable area of the portion of such Supplemental Areas for which Tenant is required to pay Rent and that Tenant is prevented from using, and does not use (“SA Unusable Area”), bears to the total rentable area of such Supplemental Areas for which Tenant is required to pay Rent; provided, however, (i) in the event that Tenant is prevented from using, and does not use, the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Rent for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises, and (ii) in the event that Tenant is prevented from using, and does not use, the SA Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the applicable Supplemental Areas for which Tenant is required to pay Rent under this Lease is not sufficient to allow Tenant to effectively conduct its business or operate its Supplemental Equipment therein, and if Tenant does not conduct its business or operate its Supplemental Equipment from such remaining portion of such Supplemental Areas, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business or operating its Supplemental Equipment therein, the Rent for such entire affected Supplemental Areas for which Tenant is required to pay Rent shall be abated for such time as Tenant continues to be so prevented from using, and does not use, such Supplemental Areas for which Tenant is required to pay Rent. To the extent Tenant is entitled to abatement because of an event covered by Articles 10 or 12 of this Lease, then the Eligibility Period shall not be applicable.

18.5 Landlord Bankruptcy Proceeding. In the event that the obligations of Landlord under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding involving Landlord as the debtor, or following the rejection of this Lease in accordance with Section 365 of the United States Bankruptcy Code, then notwithstanding any

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provision of this Lease to the contrary, Tenant shall have the right to set off against the Rent next due and owing under this Lease (a) any and all damages caused by such non-performance of Landlord’s obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (b) any and all damages caused by the non-performance of Landlord’s obligations under this Lease following any rejection of this Lease in accordance with Section 365 of the United States Bankruptcy Code.

18.6 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant.

18.7 Special Offset Right. In the event that Tenant properly exercises its right, pursuant to Section 18.3 of the 4^th Floor Sublease, to offset any amounts described therein against the rent payable to HWS by Tenant as subtenant under the 4^th Floor Sublease, but the amount of such offset exceeds such rent then payable by Tenant thereunder, then Tenant may thereafter offset such excess amount against the Rent next due and payable under this Lease. The “4^th Floor Sublease” is defined as that certain Lease of even date herewith between HWS, as sublandlord, and Tenant, as subtenant, pertaining to space subleased to Tenant by HWS and located on the fourth (4^th) floor of the Building.

ARTICLE 19

COVENANT OF QUIET ENJOYMENT

Landlord covenants that Tenant, so long as Tenant is not in Default under this Lease, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without hindrance or interference by Landlord or any persons or parties claiming by, through or under Landlord.

ARTICLE 20

SIGNS

Tenant shall be entitled to the following, at Tenant’s sole cost and expense: (a) suite entrance signage for the Premises reasonably acceptable to Landlord and Tenant (and consistent with Building standard signs for multi-tenant floors), and (b) Tenant’s proportionate share of directory signage in all Building and Project directories reasonably acceptable to Landlord and Tenant. Any change to such signage shall be subject to the prior written consent of Landlord (not to be unreasonably withheld, conditioned or delayed). Tenant shall have the right to retain its current signage existing as of the date of this Lease, including, without limitation, all signage located outside of any of the Suites in the Premises used for Colocation (but not any such signage for any Eliminated Space deleted from this Lease pursuant to Section 2.2 above, from and after the effective date of such termination). Additionally, subject to all Applicable Laws

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and the approval of all applicable governmental authorities, Tenant shall be entitled, at Tenant’s sole cost and expense, to one (1) eyebrow sign reasonably acceptable to Landlord and Tenant in size, lettering, design, color, quality and all other specifications, which shall be located on the Grand Avenue (i.e., the West) Building exterior, in the location depicted on Exhibit I attached hereto (the “Eyebrow Signage”). The Eyebrow Signage shall contain only the name “CRG West”, or any other name under which the Original Tenant conducts the majority of its business operations at the Premises so long as such name is not an Objectionable Name (as defined below), and accompanying logo(s) and/or trademark and shall be personal to the Original Tenant named in this Lease, any affiliate of the Original Tenant, any other transferee under Section 13.3(b) above, and/or any permitted assignee of Tenant’s entire interest in this Lease, provided that the name, logo and design on the Eyebrow Signage of an affiliate, a transferee under Section 13.3(b) above, and/or any permitted assignee of Tenant’s entire interest in this Lease, shall be subject to the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. An “Objectionable Name” shall be defined as a name (other than CRG West) that would be reasonably offensive to landlords of Comparable Buildings. Landlord shall reasonably cooperate with Tenant, at no cost or expense to Landlord, in obtaining all necessary approvals, permits and licenses for the Eyebrow Signage (including, without limitation, by signing documents reasonably requested by Tenant), and shall reasonably cooperate with Tenant in connection with the installation, replacement, maintenance and removal of the Eyebrow Signage (and repair of all damage in connection with such removal), which shall be Tenant’s responsibility to perform at Tenant’s sole cost.

ARTICLE 21

RIGHT OF FIRST OFFER

21.1 During the period (the “First Offer Period”) commencing upon the mutual execution and delivery of this Lease and continuing until the last day of the Lease Term, as may be extended for any Option Term pursuant to Section 2.2 above (subject, however to the limitations set forth in Section 21.4 below), Landlord hereby grants to Tenant a continuing right of first offer with respect to all or any portion of the First Offer Space (as defined below) which first becomes available for lease as described in Section 21.2 below. The “First Offer Space” is defined as any space in the Building on any of the following floors in the Building not currently part of the Premises: 1 through 18 (except the space on the fourth (4^th) floor of the Building that is subleased to Tenant under the 4^th Floor Sublease), and 28 (and all conduits located in such spaces). For purposes hereof, the “28^th Floor ROFO Space” is defined as the First Offer Space located on the 28^t floor of the Building. Tenant’s right of first offer shall be on the terms and conditions set forth in this Article 21. Tenant’s right of first offer is personal to the original Tenant executing this Lease (“Original Tenant”) and any assignee to which Tenant’s entire interest in this Lease has been assigned pursuant to Article 13 above, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than the Original Tenant (or such assignee, as the case may be).

21.2 Landlord shall offer to Tenant in writing (a “First Offer Notice”), in accordance with the terms hereof, any First Offer Space which first becomes available for lease as provided hereinbelow. For purposes hereof, the applicable First Offer Space that is other than the 28^thFloor ROFO Space shall become “available for lease” immediately prior to the first time during

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the First Offer Period that Landlord intends to submit to any third party a bona fide proposal or letter of intent to lease such First Offer Space. For purposes hereof, the 28^th Floor ROFO Space shall become “available for lease” upon the earlier of: (a) the date during the First Offer Period that the existing tenant’s lease of the 28^th Floor ROFO Space expires or terminates; (b) the date during the First Offer Period that Landlord determines it will begin actively marketing all or any portion of the 28^th Floor ROFO Space for lease to third parties; or (c) the day immediately preceding the first time during the First Offer Period that Landlord intends to submit to any third party a bona fide proposal or letter of intent to lease all or any portion of the 28^th Floor ROFO Space.

21.3 The First Offer Notice shall describe the space so offered to Tenant and the rentable square feet thereof and shall set forth: (a) the term of the lease for such First Offer Space, which shall in all events be coterminous with the then current Lease Term for the original Premises (as it may be extended pursuant to Section 2.2 above); (b) the anticipated date upon which such First Offer Space will be available for lease and delivered to Tenant; and (c) Landlord’s determination of the First Offer Rent (as defined below) payable for such First Offer Space during the period (the “Initial ROFO Term”) from the date Landlord delivers such First Offer Space to Tenant through the remainder of the then current Lease Term for the original Premises. As used herein, the “First Offer Rent” shall mean the base rent, including escalations thereto, payable for such First Offer Space during the Initial ROFO Term, together with all free rent, tenant improvement expenses and allowances and all other out-of-pocket monetary concessions proposed to be provided or paid for by Landlord with respect to such First Offer Space during such Initial ROFO Term as set forth in Landlord’s First Offer Notice, and (ii) any rent stop or base year protections applicable to such First Offer Space during such Initial ROFO Term.

21.4 Notwithstanding anything herein to the contrary, Tenant’s rights under this Article 21 are subject and subordinate to the expansion, first offer, renewal and other similar rights of all tenants of the Project pertaining to the applicable First Offer Space and contained in any lease fully executed and delivered prior to the date of this Lease or subsequently entered into by Landlord with respect to any such First Offer Space as to which Tenant failed to exercise its right of first offer to lease pursuant to the following provisions of this Article 21 (collectively, the “Superior Rights”). In addition, Tenant shall not have such right of first offer:

(a) with respect to any Eliminated Space as to which Tenant did not exercise its renewal option pursuant to Section 2.2 above;

(b) during the last three (3) years of the then current Lease Term (and the First Offer Period shall be shortened to be the day immediately preceding such 3-year period) unless either (i) as of the date Landlord delivers to Tenant the First Offer Notice with respect to such First Offer Space Tenant has previously properly exercised its renewal option to extend the then current Lease Term for the next available Option Term, or (ii) concurrently with Tenant’s delivery of Tenant’s ROFO Election Notice (as defined below) exercising such right of first offer, Tenant delivers to Landlord Tenant’s Option Exercise Notice properly exercising such renewal option (if then still available) pursuant to Section 2.2 above, which Tenant shall have the right to do notwithstanding the timeframe for delivery of Tenant’s Exercise Notice set forth in Section 2.2;

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(c) during the last nine (9) months of the then current Lease Term (and Landlord shall have no obligation to deliver a Landlord’s First Offer Notice to Tenant during such 9-month period and the First Offer Period shall not include any portion of the Lease Term which occurs during such 9-month period) unless Tenant has previously timely exercised its applicable renewal option to extend such then current Lease Term for the next Option Term (if then still available) pursuant to Section 2.2 above; or

(d) during any Option Term if with respect to such Option Term or any previous Option Term, Tenant elected not to renew this Lease for Eliminated Space totaling 25,000 rentable square feet or more in the aggregate.

21.5 Within ten (10) business days after Tenant’s receipt of the First Offer Notice, Tenant may deliver written notice to Landlord (the “ROFO Election Notice”) electing to lease all, but not less than all, of the available First Offer Space identified by Landlord in the First Offer Notice upon (a) the terms (including for the lease term and at the First Offer Rent) set forth in such First Offer Notice, (b) the other terms set forth in this Article 21 and (c) the non-economic terms set forth in this Lease. The failure of Tenant to timely deliver the ROFO Election Notice shall be deemed Tenant’s election to not lease any of the First Offer Space so identified in the First Offer Notice. If Tenant elects (or is deemed to have elected) not to lease the entire applicable First Offer Space identified in the First Offer Notice, Landlord shall thereafter have the right to lease all or any portion of the First Offer Space to any person or entity on any terms Landlord desires, and Tenant shall no longer have any rights under this Article 21 to lease such First Offer Space so identified in the First Offer Notice until such First Offer Space again becomes available for lease as described in Article 21.2 above following the expiration or termination of such third party lease (including renewals thereof), but subject and subordinate to any Superior Rights, except that:

(i) if Landlord does not enter into a lease with a third party for the entire First Offer Space so identified in the First Offer Notice within six (6) months after the date Landlord first delivered such First Offer Notice to Tenant, then Landlord shall submit to Tenant a new Landlord’s First Offer Notice with respect to any such unleased First Offer Space prior to the first time after such 6-month period that Landlord intends to submit to any third party a bona fide proposal or letter of intent to lease such unleased First Offer Space, and the foregoing procedures in this Section 21.5 shall again apply following Tenant’s receipt of such new Landlord’s First Offer Notice; and

(ii) Landlord may not lease the First Offer Space or any portion thereof to any third party during the First Offer Period on more “materially more favorable terms” than the First Offer Rent originally offered to Tenant in the applicable First Offer Notice without first delivering to Tenant a new First Offer Notice hereunder containing such materially more favorable terms as the new First Offer Rent (at which time, Tenant shall have the option to elect to lease from Landlord the applicable First Offer Space upon such materially more favorable terms, the other terms set forth in this Article 21 and the non-economic terms set forth in this Lease, which option shall be exercisable by delivering a ROFO Election Notice to Landlord within ten (10) business days after Tenant’s receipt of such new First Offer Notice). For purposes hereof, the term “materially more favorable terms” means either (A) the space proposed to be leased to third party is materially different in size or location from the First Offer

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Space identified in the applicable First Offer Notice, or (B) the present value of the average “net effective rent” (as defined below) offered by Landlord to the prospective tenant is ninety-five percent (95%) or less than the present value of the average net effective rent set forth in the First Offer Notice as the First Offer Rent, in each case using a discount rate equal to the prime rate of Bank of America plus two percent (2%). The term “net effective rent” shall mean the base rent, including escalations thereto, payable for such First Offer Space, together with all free rent, tenant improvement expenses and allowances and all other out-of-pocket monetary concessions proposed to be provided or paid for by Landlord with respect to such First Offer Space, and any rent stop or base year protections applicable to such First Offer Space (amortized on a straight-line basis over the life of the Initial ROFO Term proposed under the First Offer Notice or the initial lease term of the proposed lease to the third party tenant, as applicable). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer provided herein, if at all, with respect to the entire First Offer Space identified by Landlord in any First Offer Notice, and Tenant may not elect to lease only a portion thereof.

21.6 Once a ROFO Election Notice is timely delivered by Tenant to Landlord pursuant to the terms hereof, the applicable First Offer Space shall be added to the Premises upon the terms (including the First Offer Rent) contained in the applicable First Offer Notice, the other terms set forth in this Article 21 and the non-economic terms set forth in this Lease (it being acknowledged and agreed that Article 3.2 shall not be applicable to any First Offer Space during the Initial ROFO Term pertaining thereto). With respect to any First Offer Space added to the Premises pursuant hereto: (a) the parking spaces allocated to Tenant under this Lease shall be increased by 0.50 unreserved parking spaces per 1,000 rentable square feet of the applicable First Offer Space (rounded up to the nearest whole number); and (b) Tenant shall have the right to use all conduits, innerducts, shafts and risers located in the applicable First Offer Space subject to the provisions of Section 2.1 of the Summary and Article 6.9 above.

21.7 Tenant shall lease the First Offer Space in its “AS IS” condition during the lease term therefor without any obligation on Landlord’s part to perform or pay for any improvements or alterations therein (other than to provide or pay for any tenant improvement expenses or allowances included as part of the First Offer Rent, as applicable); provided, however, as of the date of Landlord’s delivery of the applicable First Offer Space to Tenant, Landlord shall cause the Building Systems and Building Structure servicing such First Offer Space to be in good operating order and the base building components of such First Offer Space to be in compliance with all Applicable Laws in effect as of such date, all as determined on an unoccupied basis without regard to any improvements or alterations to be installed in or constructed by or for Tenant in such First Offer Space, or Tenant’s proposed use of such First Offer Space.

21.8 If Tenant timely exercises Tenant’s right to lease any First Offer Space as set forth herein, the applicable First Offer Space shall be added to this Lease pursuant to the terms hereof and Landlord and Tenant shall within fifteen (15) days thereafter execute an amendment to this Lease for such First Offer Space upon the terms and conditions set forth herein. Tenant shall commence payment of Rent for the First Offer Space, and the term of the First Offer Space shall commence upon the date (the “First Offer Commencement Date”) of delivery of the applicable First Offer Space to Tenant in the condition required herein.

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ARTICLE 22

LATE CHARGES AND INTEREST

If any installment of Base Rent shall not be received by Landlord or Landlord’s designee within five (5) business days after receipt of a factually correct written notice from Landlord that such amount was not paid when due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount. Any amount due from Tenant to Landlord hereunder which is not paid within five (5) business days after the date due shall bear interest at the lower often percent (10%) per annum, or the maximum lawful rate of interest from the due date until paid, unless otherwise specifically provided herein, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease.

ARTICLE 23

TENANT PARKING

Landlord shall provide to Tenant, and Tenant shall have the right to rent (for use by Tenant and its employees, agents and contractors, and Tenant’s subtenants and assignees pursuant to subleases and assignments entered into in accordance with Article 13 above), during the entire Lease Term (including any extension/renewal thereof), at Landlord’s prevailing rates, the number and type of parking spaces set forth in Section 9 of the Summary and elsewhere in this Lease (and all other parking and other rights of Tenant set forth in such Section 9), subject to adjustment as provided in Articles 2.2.1 and 21 above. All parking spaces allocated to Tenant shall be in the Building covered parking facility, in the locations described in Section 9 of the Summary. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control and obligations attributed hereby to the Landlord but such delegation shall not relieve Landlord of its liabilities hereunder. Tenant shall only be required to pay for parking spaces that it actually elects to use; in connection therewith, prior to the Lease Commencement Date, Tenant shall notify Landlord in writing of the number of such parking spaces Tenant shall rent (up to the maximum amount set forth in Section 9 of the Summary, as may be adjusted as provided in Articles 2.2.1 and 21 above), and thereafter Tenant may from time to time increase or decrease the number of such parking spaces Tenant shall rent (up to such maximum amount) upon thirty (30) days’ advance written notice to Landlord. Tenant shall abide by all reasonable, non-discriminatory parking rules and regulations adopted by Landlord from time to time for parking in the Building’s parking facility. All visitor parking by Tenant’s visitors shall be subject to payment by such visitors of the prevailing visitor parking rates charged by Landlord from time to time.

ARTICLE 24

MISCELLANEOUS PROVISIONS

24.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the TCCs hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The

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captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections. The term “Lease” shall include all Exhibits which are attached to this Lease which are by this reference deemed incorporated into this Lease.

24.2 Binding Effect. Subject to all other TCCs of this Lease, each of the TCCs of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective heirs, personal representatives, successors or assigns. Tenant acknowledges and agrees that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and in the event of any such transfer, (i) Landlord shall be released from all liability under this Lease arising from and after the effective date of such transfer (provided the transferee expressly assumes in writing all obligations of this Lease to be performed by Landlord from and after the effective date of such transfer), and (ii) such transferee shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord from and after the effective date of such transfer. Notwithstanding the foregoing, Landlord may not, without the prior written consent of Tenant (in Tenant’s sole and absolute discretion), transfer all or any portion of its interest in this Lease unless the transfer is made in connection with (and as part of) an assignment by Landlord of its interest in the Master Lease (as defined below) to the same transferee. The “Master Lease” is defined as that certain Lease of even date herewith between Landlord, as landlord, and HWS, as tenant for space on the 4th floor of the Building.

24.3 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership or joint venture between Landlord and Tenant.

24.4 Time of Essence. Time is of the essence with respect to the performance of every TCCs of this Lease in which time of performance is a factor. Whenever in this Lease a payment is required to be made by one party to the other, but a specific date for payment is not set forth or a specific number of days within which payment is to be made is not set forth, or the words “immediately,” “promptly,” and/or “on demand,” or their equivalent, are used to specify when such payment is due, then such payment shall be due thirty (30) days after the date that the party which is entitled to such payment sends written notice to the other party demanding such payment.

24.5 Partial Invalidity. If any term, covenant or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, covenant and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

24.6 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter

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thereof, and none thereof shall be used to interpret or construe this Lease. None of the TCCs of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.

24.7 Notices. All notices, demands, statements, designations, approvals or other communications (collectively, “Notices”) given or required to be given by either party to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt requested (“Mail”), (B) transmitted by facsimile, (C) delivered by a nationally recognized overnight courier, or (D) delivered personally. Any Notice shall be sent, transmitted, or delivered, as the case may be, to Tenant at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord, or to Landlord at the address set forth in Section 11 of the Summary, or to such other places as Landlord may from time to time designate in a Notice to Tenant. Any correctly addressed Notice that is refused, unclaimed or undelivered because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the Notice was refused, unclaimed or considered undeliverable by the postal authorities, messenger, officer of the law or overnight delivery service.

24.8 Joint and Several. If there is more than one Tenant/Landlord, the obligations imposed upon Tenant/Landlord under this Lease shall be joint and several.

24.9 Attorneys’ Fees. In the event of any arbitration or suit under this Lease, reasonable attorneys’ fees and costs shall be awarded by a court or arbitrator to the Prevailing Party and are to be included in any judgment or award. In addition, the Prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs incurred in enforcing any judgment arising from a suit or arbitration under this Lease including but not limited to post judgment motions, contempt proceedings, garnishment, levy and debtor and third party examinations, discovery and bankruptcy litigation, without regard to schedule or rule of court purporting to restrict such award. This post judgment or award of attorneys’ fees and costs provision shall be severable from any other provisions of this Lease and shall survive any judgment/award on such suit or arbitration and is not to be deemed merged into the judgment/award or terminated with this Lease. For the purpose of this provision, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of third party legal counsel to the parties hereto, which include printing, photocopying, duplicating, mail, overnight mail, messenger, court filing fees, cost of discovery, fees billed for law clerks, paralegals, investigators and other persons not admitted to the bar but performing services under the supervision or direction of an attorney.

24.10 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO: (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE COUNTY IN WHICH THE BUILDING IS LOCATED; (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW; AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND

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TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.

24.11 Counterparts. This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease.

24.12 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, and that they know of no broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all Claims with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent occurring by, through, or under the indemnifying party

24.13 Personal Property Liens. Except for the existing cooling towers on the roof of the Building, and except for the existing condenser water loop distribution system in the Building, and subject to Tenant’s obligations expressly set forth in the last sentence of this Section 24.13 below, Landlord hereby waives any and all rights, encumbrances and liens in and to the property (including telecommunications and other equipment) of Tenant and Tenant’s customers and contractors, except any lien upon Tenant’s property obtained pursuant to a judgment against Tenant issued by a court of competent jurisdiction in connection with a Default. Without limiting the foregoing, Landlord shall, within ten (10) days after demand from time to time, execute any lien waiver document (and/or similar document) in favor of any lender(s) of Tenant and/or Tenant’s customers (except with respect to the aforementioned cooling towers and condenser water loop distribution system) which is acceptable to Landlord in its reasonable discretion. Any property that Tenant is to transfer to Landlord on the expiration or earlier termination of this Lease, as may be described under Article 14 of this Lease, shall be free of monetary liens created by or on behalf of Tenant on the expiration or earlier termination of this Lease.

24.14 Calendar Days and Holidays. All references made in this Lease to the word “days,” whether for Notices, schedules or other miscellaneous time limits, shall at all times herein be deemed to mean calendar days, unless specifically references as “business” or “working” days. Business or working days shall mean the days Monday-Friday, excluding Thanksgiving Day, New Year’s Day, Christmas Day, Independence Day, Memorial Day and other nationally recognized holidays that are observed by Comparable Buildings.

24.15 Good Faith. Any time the consent of Landlord or Tenant is required under this Lease, unless otherwise provided in this Lease, such consent shall not be unreasonably withheld, conditioned or delayed, and whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith, except as otherwise provided in this Lease,.

24.16 Recordation. Tenant may, at its sole cost and expense, record a memorandum of this Lease in the public records, in form and content reasonably acceptable to Landlord and Tenant. The form attached hereto as Exhibit J is deemed approved by the parties, and Landlord

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and Tenant shall execute and acknowledge the same (for recording by Tenant in the public records) concurrently with the execution and delivery of this Lease. Upon the expiration or earlier termination of this Lease, Tenant shall deliver to Landlord a termination of any such memorandum recorded by Tenant hereunder which shall be in form sufficient for recordation in the public records, and otherwise in form and content reasonably acceptable to Landlord and Tenant. Landlord shall promptly execute and acknowledge any such memorandum of lease.

24.17 Financial Statements. Within thirty (30) days after Tenant’s receipt of Landlord’s written request (but not more than once during any 12-month period, and only if required in connection with a sale of the Building or refinancing of the Building by Landlord), Tenant shall provide Landlord with current financial statements of Tenant for the then current fiscal year of Tenant and the immediately preceding fiscal year of Tenant. Any such statements shall be prepared in accordance with Tenant’s normal practices, and shall be certified by Tenant as being true and correct to Tenant’s knowledge (provided that audited statements shall not be required hereunder).

24.18 Hazardous Materials.

24.18.1 Neither Landlord nor Tenant shall generate, use, release, store or dispose of any Hazardous Materials in or about the Building or Project in violation of Applicable Laws. “Hazardous Materials” means (a) “hazardous wastes” as defined by the Resource Conservation . and Recovery Act of 1976, (b) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (c) “toxic substances” as defined by the Toxic Substances Control Act, (d) “hazardous materials” as defined by the Hazardous Materials Transportation Act (as any of such Acts may be amended from time to time), (e) petroleum products, (f) chlorofluorocarbons, and (g) substances whose presence could be detrimental to the Building or hazardous to health or the environment. Tenant shall have no obligation to remove Hazardous Materials brought onto the Premises by Landlord, nor shall Tenant be required to cure the violation of any environmental law that is caused by Landlord or, subject to Section 24.18.2 below, that existed as of the Lease Commencement Date and was not caused by Tenant or its invitees.

24.18.2 In the event, during the Lease Term, Landlord is advised, or it shall come to Landlord’s attention, that Hazardous Materials exist in, on, under or at the Premises, Building or Project in violation of any Applicable Laws and that such Hazardous Materials were not introduced therein or such violation caused by Tenant or Tenant’s invitees (or with respect to the Premises by the prior owner of the Building (which is an affiliate of Tenant), Landlord shall take all commercially reasonable steps necessary to promptly remove or remediate (or cause to be removed or remediated) at Landlord’s expense (which may be included in Operating Charge Expenses pursuant and subject to the limitations in Article 4 above, including Article 4.2.9(y) above) and in compliance with all Applicable Laws, all such Hazardous Materials, and in doing so, Landlord shall not unreasonably interfere with the conduct of Tenant’s business. In the event, during the Lease Term, Tenant is advised, or it shall come to Tenant’s attention, that (i) Hazardous Materials exist in the interior of the Premises in violation of any Applicable Laws and that such Hazardous Materials were first introduced into the Premises or such violation caused by the prior owner of the Building (which is an affiliate of Tenant), or by Tenant or Tenant’s invitees (and such violation was not caused by Landlord or the Landlord Parties), and/or (ii)

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Hazardous Materials introduced by Tenant or Tenant’s invitees exist outside the Premises in violation of Applicable Laws (and such violation was not caused by Landlord or the Landlord Parties), then Tenant shall take all commercially reasonable steps necessary to promptly remove or remediate (or cause to be removed or remediated) at Tenant’s expense and in compliance with all Applicable Laws and subject to Landlord’s reasonable approval of such actions, all such Hazardous Materials in violation of Applicable Laws, and in doing so, Tenant shall not unreasonably interfere with the operation of the Building or Project or the conduct of other tenants’ or occupants’ business therein. Further, Tenant shall indemnify, defend, hold harmless and reimburse Landlord and the Landlord Parties from and against any and all Claims, including fines and remediation costs and expenses, to the extent resulting from or caused by the introduction, use, generation, storage, treatment, disposal, release, or other disposition of any Hazardous Materials in violation of Applicable Laws in, on, at or under the Premises, Building and/or the Project by Tenant or any of the Tenant Parties on or after the Lease Commencement Date (including with respect to diesel fuel used by Tenant’s generators).

24.19 Liability of Landlord. If Tenant is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building and the Project which shall be deemed to include proceeds actually received by Landlord from any sale of the Building, insurance or condemnation proceeds, and rental income from the Building, to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors).

24.20 Property Ownership. As set forth in this Lease, Supplemental Equipment and various other personal property of Tenant (including, without limitation, equipment and trade fixtures) is to be owned by Tenant during the Lease Term, and, subject to any contrary provision of this Lease (including, without limitation, Article 14 above), is to be owned by Tenant after the Lease Term. In the event that Tenant, in good faith, requires reasonable modifications to this Lease to ensure that Tenant receives all the benefits of such ownership (including, without limitation, for purposes of depreciation, taxes and other matters under the standards and practices promulgated by the Financial Accounting Standards Board), then Landlord shall, at no material cost to Landlord, reasonably cooperate with Tenant in modifying this Lease to accomplish the same, provided that the Lease modification does not increase any obligations or liabilities of Landlord, or decrease any rights or remedies of Landlord.

ARTICLE 25

LETTER OF CREDIT

25.1 Simultaneously with Tenant’s execution of this Lease, as additional protection for Landlord to assure the performance by Tenant of the terms of this Lease, Tenant shall post a letter of credit with Landlord (the “Letter of Credit”), in a form and from a bank and otherwise satisfying the terms and conditions set forth in Section 25.2 below, in the amount set forth in Item 8 of the Summary (the “L/C Amount”). If (1) the term of the Letter of Credit (or any extension thereof or substitute or new Letter of Credit provided to Landlord) held by Landlord will expire prior to the 120^th day after the last day of the Lease Term and the Letter of Credit is not extended, or a new Letter of Credit for an extended period of time is not substituted, in either

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case prior to the expiration of the Letter of Credit, (2) Tenant commits a Default with respect to any provision of this Lease, (3) Tenant files in a court of competent jurisdiction a voluntary petition under the Federal Bankruptcy Code, or (4) an involuntary petition has been filed against Tenant in a court of competent jurisdiction under the Federal Bankruptcy Code, which remains undismissed or undischarged for a period of seventy-five (75) days after filing, Landlord may (but shall not be required to) draw upon the Letter of Credit, to the extent of (a) the payment of any sum which is in Default (including, without limitation, any Default under Section 18.1.3 above), (b) the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s Default, (c) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s Default, or (d) the full face amount of the Letter of Credit following the occurrence of any of the events (after expiration of the applicable 75-day period) described in clauses (3) and (4) hereinabove which trigger Landlord’s ability to draw on the Letter of Credit as set forth above. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the required L/C Amount hereunder.

25.2 The Letter of Credit shall be: (a) in form and substance satisfactory to Landlord in its reasonable discretion; (b) in the amount of the then-effective L/C Amount (as reduced below), unless drawn upon, and shall permit multiple draws; (c) issued by a commercial bank reasonably acceptable to Landlord and located in the continental United States and payable at such bank, or local branch of such bank, in Los Angeles, California, San Francisco, California, Houston, Texas or New York, New York; (d) of an initial term not less than one year; (e) at least thirty (30) days prior to the then-current expiration of the letter of credit, either (1) renewed or automatically extended from time to time through the 120th day after expiration of the Lease Term, or (2) replaced with a substitute letter of credit; in the amount of the then-effective L/C Amount (as reduced below) and (f) shall be transferable at no cost to the beneficiary thereof. Tenant agrees not to interfere in any way with payment by the issuer of the Letter of Credit to Landlord of the proceeds of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit, provided that Tenant shall retain all rights and remedies against Landlord in connection therewith. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or any proceeds thereof be deemed to be or treated as a security deposit under any Applicable Laws. The parties hereto (i) recite that the Letter of Credit is not intended to serve as a security deposit and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (ii) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws

25.3 Notwithstanding anything above to the contrary, the L/C Amount of Letter of Credit, including, without limitation, the amount of any additional Letter of Credit as may be required by this Lease, shall be reduced by one-quarter (1/4) of its original amount on the first anniversary of the Lease Commencement Date, and on each annual anniversary thereafter, until the L/C Amount is equal to $0 (i.e., such that, upon the 4-year anniversary of the Lease Commencement Date, the L/C Amount would equal $0), and such that no Letter of Credit shall be retained by Landlord (each of such reduction dates hereinafter referred to as an “Adjustment

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Date”), provided no uncured monetary or material non-monetary Default then exists under this Lease as of such applicable Adjustment Date. Within ten (10) days after Tenant’s written request, Landlord shall notify the issuer of any Letter of Credit of each such reduction, which reduction shall occur by means of delivery by Tenant to Landlord, at Tenant’s cost, of a substitute Letter of Credit in the applicable amount (or an amendment to the existing Letter of Credit).

25.4 In the event of the sale or transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit to the purchaser or assignee, If Landlord transfers the Letter of Credit to a transferee of the Building or Landlord’s interest therein, then such transferee (and not Landlord) shall be liable for its return so long as Tenant receives a copy of the written agreement between the transferor and the transferee documenting the transfer and pursuant to which the transferee prospectively assumes Landlord’s obligations under this Lease.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed on the day and date first above written.


“Landlord”:

XXXXX REIT ONE WILSHIRE LP, a Delaware limited partnership

By:	Xxxxx REIT One Wilshire GP LLC, a Delaware limited liability company

	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Its:	Manager


		“Tenant”:

		CRG WEST ONE WILSHIRE, L.L.C., a Delaware limited liability company

		By:		/s/ Xxxxxx Xxx
		Name:		Xxxxxx Xxx
		Its:		Vice President

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EXHIBIT A-1

EXHIBIT A-1

EXHIBIT A-2

EXHIBIT A-4

EXHIBIT A-5

EXHIBIT A-6

EXHIBIT A-7

EXHIBIT A-8

EXHIBIT A-9

EXHIBIT X-00

XXXXXXX X-00

XXXXXXX A-11

EXHIBIT A-12

EXHIBIT A-13

EXHIBIT A-14

EXHIBIT A-15

EXHIBIT A-16

EXHIBIT A-17


ONE WILSHIRE		EXHIBIT B
Rooftop Antennae Users		ROOFTOP ANTENNAE

Ant#

Floorspace/CRG

Tenant

Suite

Antenna Type

Location

Description

CRG West Customer / Licensee Antennae

CRG

Nextel

Microwave dish

N of E

CRG

Whip Ant w/ ground plane

N of E

CRG

Yagi

N of E

2' Yagi

CRG

Color Broadband

Microwave dish

N of X

XXX

X xx X

XXX

X of E

CRG

Flag Telecom

GPS

C of E

CRG

GPS

C of E

Xx xxxxx round GPS antenna on a 2" conduit mast from a 1'x1' grey J box

CRG

DirecTV

C of E

CRG

DirecTV

C of E

CRG

Microwave dish

X xx X

XXX

XXX Xxxxxxx

GPS

S of E

Small white round GPS antenna — Ravin brand

CRG

IntelSat

Microwave dish

S of E

XXX

XxxxxXxx

X xx X

XXX

Xxxxxx

E of S

CRG

E of S

CRG

NextWeb

E of S

CRG

E of S

CRG

MCI

E of S

6' H.P. (High Performance)

CRG

MCI

E of S

CRG

MCI

E of S

CRG

MCI

E of S

CRG

MCI

E of S

CRG

MCI

E of S

CRG

NextWeb

W of S

1' Dish

CRG

Color Broadband

W of S

XXX

Xxxxx Xxxxxxxxx

X xx X

XXX

XxxXxx Internet

805 & 3100

Metal Grid Dish

W of S

CRG

BelAir Internet

805 & 3100

Metal Grid Dish

W of S

CRG

BelAir Internet

805 & 3100

Microwave dish

W of S

CRG

Microwave dish

W of S

CRG

TelMex

GPS

W of S

CRG

Telegent

Microwave dish

S of W

CRG

Telegent

Microwave dish

S of W

CRG

NTT America

GPS

S of W

Small white round GPS antenna — Ravin brand

CRG

Microwave dish

S of W

CRG

Microwave dish

S of W

CRG

NextWeb

Microwave dish

S of W

Ceragon Radio

CRG

IntelSat

Microwave dish

S of W

CRG

S of W

CRG

Nextel

Cell Ant

N of W

2' x 4' Panel

CRG

Nextel

Cell Ant

N of W

2' x 4' Panel

CRG

WilTel

Microwave dish

N of W

23gHz 2' Antenna

CRG

M Power

GPS

N of Center

Xx xxxxx round GPS antenna on a 2" conduit mast from a 3'x3' grey J box

CRG

Primus

GPS

N of Center

Xx xxxxx round GPS antenna on a 2" conduit mast from a 1'x1' grey J box

CRG

Teleglobe

GPS

N of Center

CRG

ICG

Microwave dish

Tower #1 — SE Leg

CRG

ICG

Microwave dish

Tower #1 — NE Leg

CRG

ICG

Microwave dish

Tower #1 — NE Leg

CRG

BelAir Internet

805 & 3100

Metal Grid Dish

Tower #1 — NE Leg

CRG

Color Broadband

Microwave dish

Tower #1 — SWLeg

CRG

IX2

Microwave dish

Tower#2 — WLeg

CRG

Color Broadband

Microwave dish

Tower#2 — NLeg

CRG

Microwave dish

Tower #2 — E Leg

CRG

IntelSat

Microwave dish

Tower #3 — NE Leg

8' Cornicopia

CRG

Microwave dish

Tower #3 — SE Leg

CRG

Color Broadband

3100

Microwave dish

Tower #3 — SE Leg

CRG

IntelSat

3100

Steel whip

Tower #3 — N Center

CRG

Color Broadband

3100

Microwave dish

Tower #3 — NE Leg

CRG

IntelSat

3100

Microwave dish

Tower #3 — NE Leg

8' H.P. (High Performance)

CRG

Color Broadband

3100

Microwave dish

Tower #4 — NE Leg

CRG

Color Broadband

3100

Microwave dish

Tower #4 — NE Leg

CRG

Color Broadband

3100

Microwave dish

Tower #4 — NE Leg

CRG

Color Broadband

3100

Microwave dish

Tower #4 — SE Leg

CRG

3100

Fiberglass whip

Tower #4 — SE Leg

EXHIBIT B
ROOFTOP ANTENNAE


ONE WILSHIRE		EXHIBIT B
Rooftop Antennae Users		ROOFTOP ANTENNAE

Ant#

Floorspace/CRG

Tenant

Suite

Antenna Type

Location

Description

CRG

Color Broadband

3100

Microwave dish

Tower #4 - SW Leg

CRG

MCI

3100

Microwave dish

Tower #4 - SW Leg

8' H.P. (High Performance)

XXX

XxxxxXxx

0000

Xxxxxxxxx dish

Tower #2 - NE Center

TO BE INSTALLED - 4' round white dish

CRG

AerioNet

3100

18" Microwave dish

Tower #3 - SW Leg

CRG

AerioNet

3100

18" Microwave dish

Tower #3 - SW Leg

CRG

AerioNet

3100

Xxxx

Xxxxx #0 - XX Xxx

XXX

XxxxxXxx

0000

Xxxx

Xxxxx #0 - XX Leg

CRG

AerioNet

3100

Tower #3 - W Center

CRG

Media Monitors

3100

Yagi

E of N

CRG

Media Monitors

0000

Xxxx

X xx X

CRG

Media Monitors

3100

E of N

CRG

Media Monitors

3100

GPS

E of N

CRG

Fire Line

3100

Laser

N of E

CRG

Fire Line

3100

Small Panel

N of E

CRG

Color Broadband

3100

Small Panel

Tower #2 - N Leg

CRG

NextWeb

3100

1/2 Round Microwave Panel

E of N

CRG

AerioNet

3100

Small Panel

Tower #3 - SE Leg

CRG

Color Broadband

3100

4' Microwave Dish

E of S

CRG

NextWeb

3100

1/2 Round Microwave Panel

E of S

CRG

NextWeb

3100

18" Microwave Dish

C of S

CRG

AerioNet

3100

Laser

S of W

CRG

Sky River

3100

4' Microwave Dish

N of W

100

CRG

Color Broadband

3100

4' Microwave Dish

Tower #1 - SE Leg

Floorspace Tenant Antennae

Floorspace

Nextel

Cell Ant

E of N

2' x 4' Panel

Floorspace

Nextel

Cell Ant

E of N

2' x 4' Panel

Floorspace

Nextel

GPS

N of E

Small black round antenna on a 6' 1" conduit

Floorspace

Qwest

GPS

S of E

Xxxxxxxxxx

Xxxxx

X of E

Floorspace

Qwest

GPS

S of E

Floorspace

Nextel

GPS

NW of Center

Floorspace

Nextel

N of Center

Floorspace

Nextel

GPS

N of Center

Floorspace

Nextel

GPS

N of Center

Floorspace

Verizon

GPS

S of Center

Small white cup shaped antenna on a 8' 1" conduit

Floorspace

Verizon

GPS

S of Center

Xx xxxxx round GPS antenna on a 2" conduit mast

EXHIBIT B
ROOFTOP ANTENNAE

EXHIBIT B

EQUIPMENT AND INFRASTRUCTURE

EQUIPMENT / SYSTEM

COMPONENT

QUANTITY

MANUFACTURER

SIZE

LOCATION

COMMENTS / DESCRIPTION

Condenser Water Loop

Cooling Tower

Evapco

600 Tons (Ea.)

31st floor roof

The system distributes condenser water from the 31st floor roof down to the 4th floor. Distribution pipes run vertically through the north air shafts, except on the 18th floor where the pipes traverse Suite 1810. Manifolds are located on various floors to distribute condenser water to users on those floors. Both the supply and return pipe ranges in size from 14" to 8".

Pump

Xxxxxxxxx

1,800 GPM

31st floor roof

Piping

—

8" to 14" — varies by location

North air shaft

CT Basin Cleaner

Lakos

825 gpm w/ 40
micron filter bags

31st floor roof

Utility Bus Duct / Back-up Generator / Paralleling Gear

Bus Duct U-5

GE Spectra Series

5000 amp/480v

3rd floor roof & electric
closets on each floor

5000 amp / 480v bus running from the 3rd floor roof, vertically through electrical closets on each floor. Bus connects to 5000amp 480v Electronic Transfer Switch located on the 3rd floor roof. Provide back up power to Utility Bus Duct 5, via ATS.

Back-up Generator

Catapillar

2.2 MW (3050amps @ 480V)

Equipment pad on surface lot

Fuel Storage Tank

—

8,000 Gallon
Diesel Fuel Tank

Equipment pad on surface lot

Paralleling Gear

General Electric

5000 amp/480v

3rd floor roof

Cooling Tower (for 1st & 2nd floor IDC)

Cooling Tower

XXX

TBD

3rd floor roof

To be built in conjunction with 1st and 2nd floor IDC space. System will provide cooling to CRG West leased space.

Pump

XXX

TBD

3rd floor roof

Chiller

XXX

TBD

3rd floor roof

Note: This exhibit lists major components of the Equipment / Systems, but it is not exhaustive.

EXHIBIT B

EXHIBIT B
ANTENNAE LAYOUT

EXHIBIT B
TENANT’S 30TH FLOOR ROOFTOP EQUIPMENT

EXHIBIT B
30TH FLOOR EQUIPMENT

Note: Tenant may use only one (1) of the proposed cooling tower locations.

EXHIBIT B
3RD FLOOR ROOF EQUIPMENT

EXHIBIT B
TENANT’S GENERATORS

EXHIBIT C


Conduits


Conduit ID	External Diameter	From	From Floor	To	To Floor
0006	4.50	J-Box	9	Roof	31
0007	4.50	J-Box	9	Roof	31
0008	4.50	J-Box	9	Roof	31
0014	2.25	Ste 1224	12	Roof	31
0022	2.25	Ste 1717	17	Roof	30
0057	4.50	Ste 3100	31	Roof	31
0066	3.50	Ste 3100	31	J-Box 0464	15
0067	4.50	Ste 3100	31	J-Box 0067	30
0068	3.50	Ste 3100	31	J-Box 0287	15
0069	3.50	Ste 3100	31	Battery Room	30
0070	4.50	Ste 3100	31	J-Box 0547	16
0071	4.50	Ste 0820	8	Ste 3100	31
0072	4.50	Ste 3100	31	J-Box 0150	27
0073	4.50	Xxxxx 0	00	Xxxxx 0	00
0000	4.50	Ste 0900	9	roof	31
0100	0.75	Ste 2850	28	Roof	31
0110	1.00	Ste 2850	28	Roof	31
0111	1.00	Ste 2850	28	Roof	31
0145	2.25	Ste 2800	28	Meet Me Closet	18
0146	4.50	Ste 2800	28	Telephone Room	14
0155	3.00	Ste 2850	28	P-4	P-4
0182	4.00	Ste 0802	8	P-1	P-1
0183	2.25	Ste 1615	16	Ste. 1808, Time Warner	18
0240	2.25	Ste 1224	12	J-Box 0262	12
0249	2.25	Ste 1224	12	J-Box 0262	12
0250	2.25	Ste 1224	12	J-Box 0262	12
0251	1.50	Ste 1224	12	J-Box 0262	12
0252	1.50	Ste 1224	12	J-Box 0262	12
0254	4.50	Ste 0900	9	roof	9
0266	4.50	Ste 0900	9	roof	9
0269	4.50	Ste 0900	9	roof	9
0278	4.50	Ste 2850	28	Riser 2	16
0292	3.00	Ste 1224	12	P-4	P-4
0308	4.50	Ste 0802	8	Ste 1420	14
0331	3.00	Ste 0900	9	P-4	P-4
0335	4.50	Ste 0900	9	P-1	P-1
0356	4.50	Ste 0000	00	Xxx 000	8
0409	2.00	Ste 0700A	7	Ste. 600	6
0430	4.50	Ste 0700	7	P1 Telco Room	P-1
0554	2.25	Ste 700	7	Ste. 1420	14
0555	3.00	Ste 0802	8	J-Box 2912	8
0621	2.25	Ste 1100	11	J-Box 0116	29
0656	1.25	Ste 2800	28	J-Box 0125	28
0759	2.25	Ste 0700	7	ICG J-Box 0583	8
0767	4.50	Ste 1110	11	Riser 1	11
0779	4.50	Ste 0900	9	Telephone Room	9
0780	4.50	Ste 0900	9	Telephone Room	9
0862	1.25	Ste 2800	28	J-Box 0125	28

EXHIBIT C

EXHIBIT C

Conduits


Conduit ID	External Diameter	From	From Floor	To	To Floor
0863	2.25	Ste 2850	28	J-box 0125	28
0867	3.00	Ste 2850	28	Generator Room	30
0869	1.00	Ste 2850	28	Generator Room	30
0887	4.50	Ste 1717	17	Ste 1810	18
0905	4.50	Ste 1717	17	Ste 1810	18
0915	1.25	Ste 2850	28	Telephone Room	28
0922	1.00	Ste 2800	28	Telephone Room	28
0959	4.50	Ste 1717	17	Ste 1810	18
0986	3.50	Ste 0805	8	Riser 1	9
0987	4.50	Ste 1010	10	Meet-Me Closet	10
1133	2.25	Ste 1900	19	Telephone Room — N	19
1134	2.25	Ste 1900	19	Telephone Room — N	19
1135	2.25	Ste 1900	19	Telephone Room — N	19
1137	2.25	Ste 1900	19	Telephone Room — N	19
1138	2.25	Ste 1900	19	Telephone Room — N	19
1140	4.50	Ste 1900	19	Telephone Room	18
1144	1.50	Ste 1900	19	Telephone Room — S	19
1145	1.00	Ste 1900	19	Telephone Room — S	19
1147	1.50	Ste 1900	19	Telephone Room — S	19
1148	3.00	Ste 1900	19	Telephone Room — S	19
1149	2.25	Ste 1900	19	Telephone Room — S	19
1150	1.00	Ste 1900	19	Telephone Room — S	19
1175	4.50	Ste 2850	28	Electrical Room	30
1199	3.50	Ste 2850	28	Electrical Room	28
1203	2.25	Ste 1717	17	Telephone Room — N	17
1331	4.50	Ste 1717	17	Meet Me Closet	17
1332	4.50	Ste 1717	17	Meet Me Closet	17
1370	4.50	Ste 2850	28	Ste 2820	28
1455	4.50	Ste 1224	12	Meet Me Closet	12
1457	2.25	Ste 1224	12	Meet Me Closet	12
1458	2.25	Ste 1420	14	Meet Me Closet	14
1545	2.25	Ste 1110	11	Meet Me Closet	11
1548	1.00	Ste 1100	11	Meet Me Closet	11
1549	2.25	Ste 1110	11	Meet Me Closet	11
1558	4.50	Ste 1014	10	Meet Me Closet	10
1560	4.50	Ste 1010	10	Meet Me Closet	10
1624	2.25	Ste 0900	9	Meet Me Closet	9
1636	2.25	Ste 0803	8	Meet Me Closet	8
1641	2.25	Ste 0802	8	Meet Me Closet	8
1642	2.25	Ste 0801	8	Meet Me Closet	8
1707	2.25	Ste 0700A	7	Meet Me Closet	7
1713	2.25	Ste 0710	7	Meet Me Closet	7
1714	2.25	Ste 0710	7	Meet Me Closet	7
1715	2.25	Ste 0700A	7	Meet Me Closet	7
1718	1.00	Ste 0710	7	Meet Me Closet	7
1721	2.25	Ste 0700A	7	Meet Me Closet	7
1723	2.25	Ste 0700A	7	Meet Me Closet	7
1753	2.25	Ste 1717	17	Electrical Room	17

EXHIBIT C

EXHIBIT C

Conduits


Conduit ID	External Diameter	From	From Floor	To	To Floor
1862	2.25	Ste 0900	9	Ste. 10, XXX	00
0000	0.00	Xxx 0000	17	Telephone Room — N	17
1889	2.25	Ste 1224	12	Phone Room	12
1906	3.50	Ste 0803	8	Riser 1	8
1914	2.25	Ste 0803	8	Stair 4	8
1916	2.00	Ste 0803	8	Telephone Room — N	8
1919	4.00	Ste 0802	8	Ste 0820	8
1921	2.00	Ste 0801	8	Ste 0803	8
1922	1.75	Ste 0803	8	Electrical Room	8
1925	3.50	Ste 0801	8	Telephone Room — S	8
1927	2.25	Ste 0802	8	Telephone Room	8
1929	2.25	Ste 0802	8	Telephone Room	8
1930	4.00	Ste 0801	8	Ste 0820	8
1934	4.50	Ste 1224	12	Ste. 1400, MCI	14
1940	2.25	Ste 0700	7	MCI	8
1941	2.25	Ste 0700	7	MCI	8
1948	3.50	Ste 0803	8	Electrical Room	8
2117	3.50	Ste 1140	11	Telephone Room	11
2118	3.50	Ste 1140	11	Telephone Room	11
2230	2.25	Ste 1224	12	Phone Room	12
2245	2.25	Ste 1140	11	Telephone Room	11
2246	4.00	Ste 1000	10	J-Box 0291	10
2247	2.25	Ste 1140	11	Telephone Room	11
2277	3.00	Ste 1014	10	Telephone Room — N	10
2279	2.25	Ste 1014	10	Telephone Room — N	10
2280	2.25	Ste 1014	10	Telephone Room — N	10
2281	2.25	Ste 1110	11	Ste 1014	10
2282	2.25	Ste 1014	10	Electrical Room	10
2287	4.50	Ste 1110	11	Electrical Room	11
2288	4.50	Ste 1110	11	Electrical Room	11
2289	1.75	Ste 1110	11	Ste 1100	11
2290	4.50	Ste 1110	11	Telephone Room — S	11
2291	4.50	Ste 1110	11	Meet Me Closet	11
2292	4.50	Ste 1110	11	Meet Me Closet	11
2304	4.50	Ste 1220	12	J-Box 2328	12
2310	2.25	Ste 1010	10	Ste 1014	10
2312	3.50	Ste 1140	11	Electrical Room	12
2316	2.25	Ste 1010	10	Electrical Room	10
2319	2.25	Ste 1010	10	Telephone Room	10
2322	2.25	Ste 1010	10	Telephone Room	10
2324	2.25	Ste 1010	10	Electrical Room	10
2329	2.25	Ste 1010	10	Telephone Room	10
2334	2.25	Ste 0700	7	Ste. 702	7
2341	2.25	Ste 700A	7	J-Box 2343	7
2353	4.50	Ste 0700	7	J-Box 2328	12
2354	2.00	Ste 700A	7	N. Telephone Room	7
2355	4.50	Ste 0700	7	J-Box 1632	14
2356	2.25	Ste 700A	7	N. Telephone Room	7

EXHIBIT C

EXHIBIT C

Conduits


Conduit ID	External Diameter	From	From Floor	To	To Floor
2357	4.50	Ste 0700	7	J-Box 2328	7
2367	4.50	Ste 0900	9	Ends in Hallway	9
2372	4.50	Ste 0900	9	Ends in Hallway	9
2378	4.50	Ste 0900	9	Electrical Room	9
2405	2.25	Ste 0710	7	J-Box 2377	7
2412	2.25	Ste 0710	7	J-Box 2377	7
2416	2.00	Ste 0710	7	Electrical Room	7
2417	1.50	Ste 0710	7	Stair 4	7
2420	4.50	Ste 0700	7	Ste. 710	7
2421	4.50	Ste 0700	7	Ste. 710	7
2702	2.25	Ste 1014	10	Meet Me Closet	10
2830	2.25		19	16	16
2831	4.50	Ste 1014	00	Xxxxx Xxxxxxxxx	10
2906	4.00	710B	7	700	7
2907	4.00	710B	7	700	7
2909	4.00	710B	7	700	7
2910	4.00	710B	7	700	7
2913	2.00	703	7	telco closet	7
2914	3.00	703	7	805 low rise	8
2917	4.00	700	7	s. telco closet	7
2918	4.00	700	7	s. telco closet	7
2920	4.00	1010	10	1014	10
2922	4.00	1010	10	1014	10
2926	3.00	1140	11	s. telco closet	11
2927	4.50	Xxx 0000	0	X0 Xxxxx Xxxx	X-0
2927	4.00	1140	11	1100	11
2928	3.00	1140	11	Vonage	11
2930	4.00	Vonage	11	s. telco closet	11
2931	4.00	1140	11	MMC	11
2954	3.00	2700	27	N. Telco closet	27
2955	4.50	Ste 0700	7	J-Box 0271	7
2956	4.50	Ste 1014	10	J-Box	10
2957	3.00	2800	28	N. Telco closet	28
2958	4.00	2800	28	N. Telco closet	27
2959	2.25	Ste 700A	7	J-Box 2991	7
2960	4.50	Ste 1010	10	J-Box 2973	10
2961	4.50	Ste 0700	7	Ste. 1420, MCI	14
2962	2.00	1900 XXX	00	XXX	00
0000	4.50	Ste 1014	00	Xxxxx Xxxxxxxxx	10
2964	2.00	1900 HSE	19	NTT	19
2965	2.00	1900 HSE	19	Camera’s	19
2974	2.25	Ste 0700	7	J-Box 0345	8
2977	4.50	Ste 1224	12	J-Box 2972, St. 3	12
2994	4.00	Ste 0802	8	P-1	P-1
2995	2.25	Ste 1014	10	J-Box	10

EXHIBIT C

EXHIBIT C

Conduits

In addition to the foregoing conduits (and without limiting the foregoing), the Conduits shall also include all existing conduits to the extent to which they terminate (a) solely within the Premises, (b) only within the Premises after entering the Building, (c) within the Premises and a Building point of entry, or (d) within the Premises and upon or immediately beneath the Building roof or other exterior Building penetration.

The parties acknowledge that any rights to conduit set forth herein are subordinate to any rights of use granted to third parties prior to the date hereof. Further, and without limiting the foregoing, Tenant’s rights to use the Conduits shall be subordinate to the rights granted prior hereto under the following “footprint” leases between Landlord and the following tenants at the Building:

1. Global Crossing — lease dated June 4, 1992

2. Level 3 (Broadwing) — lease dated October 6, 1989

3. Level 3 (Looking Glass) — lease dated November 9, 2001

4. Telepacific — lease dated November 15, 1990

5. Time Warner (undocumented single innerduct) — lease dated October 20, 1995

6. US Colo — lease dated June 25, 2003

7. Verizon (8th floor MCI) — lease dated April 10, 1990

8. Verizon California (undocumented single innerduct) — lease dated September 22, 1997

EXHIBIT C

EXHIBIT D
INITIAL RESERVED SPACES

EXHIBIT E — TENANT’S SHARE


			Pro-Rata
Location	RSF		Share
Premises Components (each of the following deemed a Component)
Office Space
Suite 110		5,152		0.7788	%
Suite 130		715		0.1081	%
Xxxxx 000		2,261		0.3418	%
Suite 901 (Executive Suites)		7,186		1.0862	%
Subtotal		15,314

Storage Space
P500		440		N/A
P210		568		N/A
P100		885		N/A
830		94		0.0142	%
2860		287		0.0434	%
Subtotal		2,274

Colocation and Related Uses
Suite 101		13,942		2.1075	%
Xxxxx 000		2,128		0.3217	%
Xxxxx 000		5,182		0.7833	%
Xxxxx 000		7,485		1.1314	%
Xxxxx 000		2,839		0.4291	%
Xxxxx 000		5,640		0.8525	%
Xxxxx 000 (XX Plant)		1,070		0.1617	%
Suite 1010		4,505		0.6810	%
Suite 1014		1,501		0.2269	%
Suite 1100		13,277		2.0069	%
Suite 1140		6,481		0.9797	%
Suite 1717		2,675		0.4044	%
Suite 1900		24,988		3.7772	%
Suite 2700		25,810		3.9014	%
Suite 2800		11,654		1.7616	%
Suite 3100		477		0.0721	%
Subtotal		140,502

Single User Space Served by Tenant
Xxxxx 000 (Xxxxxxxxx Telecom)		2,206		0.3335	%
Xxxxx 000X (AC-UPS)		338		0.0511	%
Xxxxx 000 (Xxxxxxx Telecom)		2,198		0.3322	%
Xxxxx 000 (Xxxxx Unicom)		3,810		0.5759	%
Xxxxx 000 (Xxxxxx Xxxxxxx Xxxx)		000		0.0460	%
Xxxxx 000 (Xxxxxxxxxx)		000		0.0000	%
Xxxxx 0000 (Xxxxx Netcom)		2,512		0.3797	%
Suite 1220 (Teledata)		1,656		0.2503	%
Suite 1221 (Teledata)		700		0.1058	%
Subtotal		14,566

Total		167,232


Pro-Rata Share for OPEX & RE Taxes	RSF		%

Total Space		167,232		25.2787	%
Less:
Parking Level Storage		1,893		0.2861	%

Net		165,339		24.9926	%

Building RSF (net of space on P1-P5)		661,553

EXHIBIT E

EXHIBIT F

UTILITY AND GENERATOR POWER

One Wilshire Building
Base Building Utility and Generator Power Supplied to CRG West Premises


		GENERATOR POWER				UTILITY POWER
DESCRIPTION	SUITE	(AMPS OF 480 VOLT)		GENERATOR #		(AMPS OF 480 VOLT)		COMMENTS
U1A
Andiamo/Singtel	825		150		1		400
Nextel Sub-Panel 9th Fl	9th Floor		600		1		600
DC Plant #823 (Andiamo sub-meter)	825/ 823		150		1		400
IDC #1220/24	1220		125		2		175
CRGWEST ATS-3	1100		400		3		400
IDC 2800 (ATS-A)	2800		—				—	Load will be moved to bus U5 approximately 8/15/07
IDC 2800 (ATS-B)	2800		000		0		000
XXX 0000 (ATS-C) CRAC	2800						800
CRGW (ATS-2B)	1100		600		6		600
Suite 1010 CRAC	1010		—				—	Load will be moved to bus U5 approximately 8/15/07
IDC 1140 (ATS-A)	1140		600		4		600
IDC 1140 (ATS-B)	1140		600		6		600

U3
China Netcom	1130		225		2		400
CRGWEST IDC	801/805		—				—	Load will be moved to bus U5 approximately 8/15/07
CRGW (Sec.) ATS-B	1014		400		3		400
CRGWEST (ATS-5C)	1100		—				—	Load will be moved to bus U5 approximately 8/15/07
CRGWest (ATS-B)	1900		800		4		800

U4
CRGWEST ATS-1A	1100		600		4		600
CRGWEST (Primary)	1014		400		4		400
IDC (ATS-3)	700		400		6		400
CRGWest (ATS-4D)	1100		400		6		400
CRGWest (ATS-A)	1900		—				—	Load will be moved to bus U5 approximately 8/15/07
CRGWest (ATS-D)	1900		400		6		400
IDC (ATS-1)	700		600		6		600

U2A
CRGW — Suite 1717	1717		—				—	Load will be moved to bus U5 approximately 8/15/07
IDC (ATS-2)	700		—				—	Load will be moved to bus U5 approximately 8/15/07

U2B
CRGWest (ATS-C)	1900		800		4		800

TOTALS			9,050				10,575

GENERATOR INFORMATION
LOCATION	#
4TH FLOOR — XXXXXXXXX XXXXXX	0
0XX XXXXX — XXXXXXXXX XXXXXX	0
0XX XXXXX XXXX	0
0XX XXXXX ROOF PLATFORM	4
30TH FLOOR — XXXXXXXXX XXXXXX	0
0XX XXXXX — SOUTHWEST CORNER	6

EXHIBIT F
UTILITY AND GENERATOR POWER

EXHIBIT G

THE ONE WILSHIRE BUILDING
RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control.

1. Tenant shall not alter any lock or install any new or additional locks, bolts or card key access systems on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys will be furnished by Tenant to Landlord for the Premises, and any additional keys or cards required by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant and in the event of the loss of keys so furnished, Tenant shall pay to Landlord the cost of replacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparable buildings in the vicinity of the Building. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests same in writing. Tenant shall be responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building or the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

4. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes, UPS systems, switching equipment and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness and structural integrity as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant.

5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours, in such specific elevator and by such personnel as shall be designated by Landlord.

EXHIBIT G

6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.

7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project and shall cooperate with Landlord and its agents of Landlord to prevent same.

8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same.

9. Tenant shall not overload the floor of the Premises. Tenant shall not purchase spring water, ice, towel, linen, maintenance or other like services from any person or persons not approved by Landlord.

10. Except for dry or gel cell batteries used in connection with Tenant’s UPS System, Tenant shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline, explosive material, corrosive material, material capable of emitting toxic fumes, or other inflammable or combustible fluid chemical, substitute or material. Tenant shall provide material safety data sheets for any Hazardous Material used or kept on the Premises.

11. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interfere with other tenants or those having business therein, whether by the use of any musical instrument, radio, phonograph, or in any other way. Tenant shall not throw anything out of doors, windows or skylights or down passageways.

12. Tenant shall not bring into or keep within the Project, the Building or the Premises any animals, birds, aquariums, or, except in areas designated by Landlord, bicycles or other vehicles.

13. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises provided for in the Summary. Tenant shall not occupy or permit any portion of the Premises to be occupied as an office for a messenger-type operation or dispatch office, public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a xxxxxx or manicure shop, or as an employment bureau without the express prior written consent of Landlord. Tenant shall not engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises.

EXHIBIT G

15. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

16. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises.

17. Tenant shall use reasonable best efforts to participate in recycling programs undertaken by Landlord.

18. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in Los Angeles, California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate. If the Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of the Premises by Tenant, its agents, servants, employees, contractors, visitors or licensees, Tenant shall forthwith, at Tenant’s expense, cause the Premises to be exterminated from time to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in writing in advance by Landlord.

19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

20. Any persons employed by Tenant to do janitorial work shall be subject to the prior written approval of Landlord, and while in the Building and outside of the Premises, shall be subject to and under the control and direction of the Building manager (but not as an agent or servant of such manager or of Landlord), and Tenant shall be responsible for all acts of such persons.

21. No awnings or other projection shall be attached to the outside walls of the Building without the prior written consent of Landlord, and no curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord standard drapes. All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white bulb color approved in advance in writing by Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the prior written consent of Landlord. Tenant shall be responsible for any damage to the window film on the exterior windows of the Premises and shall promptly repair any such damage at Tenant’s sole cost and expense. Tenant shall keep its window coverings closed during any period of the day when the sun is shining directly on the windows of the Premises. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window coverings which are attached to the windows in the Premises, if any, which have a view of any interior portion of the Building or the Common Areas.

22. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.

23. Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service or other security measures for the benefit of the Premises, the Building or the Project. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors,

EXHIBIT G

invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether or not Landlord, at its option, elects to provide security protection for the Project or any portion thereof. Tenant further assumes the risk that any safety and security devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by law.

24. All office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise and annoyance.

25. Tenant shall not use in any space or in the public halls of the Building, any hand trucks except those equipped with rubber tires and rubber side guards.

26. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be conducted in the Premises without the prior written consent of Landlord.

27. No tenant shall use or permit the use of any portion of the Premises for living quarters, sleeping apartments or lodging rooms.

28. Tenant shall not purchase spring water, towels, janitorial or maintenance or other similar services from any company or persons not approved by Landlord. Landlord shall approve a sufficient number of sources of such services to provide Tenant with a reasonable selection, but only in such instances and to such extent as Landlord in its judgment shall consider consistent with the security and proper operation of the Building.

29. Tenant shall install and maintain, at Tenant’s sole cost and expense, an adequate, visibly marked and properly operational fire extinguisher next to any duplicating or photocopying machines or similar heat producing equipment, which may or may not contain combustible material, in the Premises.

Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises, Building, the Common Areas and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

EXHIBIT G

Exhibit H
Mezzanine Plans and Specifications

Exhibit H – Page 1
Mezzanine Plans and Specifications

Exhibit H
Mezzanine Plans and Specifications

CRG WEST — One Wilshire

Proposed 1st Floor and Mezzanine IDC Specifications

POWER (approx.)

2 mgw of UPS Power
1 mgw of Power for infrastructure (Cooling Towers, CRAC Units, Lighting, etc..)
(4) 500amp DC Plants

Cooling (approx.)

(2) 400 ton Cooling Towers
650 ton of Conditioned Air

Fire sprinklers

Pre-Action Fire Detection System

Smoke Detection

VESDA

Monitoring

Automatic Logic Controls

Conveyance

Hydraulic Lift (6000 lbs.)

Exhibit H — Page 2
Mezzanine Plans and Specifications

Exhibit H
Mezzanine Plans and Specifications

Exhibit H — page 2
Mezzanine Plans and Specifications

EXHIBIT I

EYEBROW SIGNAGE LOCATION

EXHIBIT I

EYEBROW SIGNAGE LOCATION

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LEASE HINES REIT ONE WILSHIRE LP, a Delaware limited partnership, as Landlord, and CRG WEST ONE WILSHIRE, L.L.C., a Delaware limited liability company, as Tenant

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