{"id":41704,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/215-columbia-building-seattle-wa-office-lease-pacific-nw.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"215-columbia-building-seattle-wa-office-lease-pacific-nw","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/215-columbia-building-seattle-wa-office-lease-pacific-nw.html","title":{"rendered":"215 Columbia Building (Seattle, WA) Office Lease &#8211; Pacific NW Title Building Inc. and Amazon.com Inc."},"content":{"rendered":"<pre>\n      MARTIN SMITH INC\n    500 WATERMARK TOWER                                  OFFICE LEASE\n     1109 FIRST AVENUE\n   SEATTLE, WA 98101-2988                            215 COLUMBIA BUILDING\n TEL 682-3300 FAX 340-1283\n\n        THIS LEASE is made this 20th day of March 1998 by and between PACIFIC NW\nTITLE BUILDING, INC., a WASHINGTON CORPORATION (\"Landlord\"), and AMAZON.COM,\nINC., a DELAWARE CORPORATION (\"Tenant\"), who agree as follows:\n\n1. FUNDAMENTAL TERMS. As used in this Lease, the following capitalized terms\nshall have the following meanings:\n\n     (a) \"Land\" means the land on which the Building is located, situated in the\nCity of Seattle, County of King, State of Washington, which is described on\nExhibit A.\n\n     (b) \"Building\" means the building in which the Premises are located,\ncommonly known as the 215 Columbia Building, the street address of which is 215\nColumbia Street, Seattle, Washington 98104.\n\n     (c) \"Premises\" means that certain space outlined in red in Exhibit B and\nlocated on the third and fourth floors of the Building designated as Suite 400.\n\n     (d) \"Agreed Areas\" means the agreed amount of rentable square feet of space\nin the Building and the Premises. Landlord and Tenant stipulate and agree for\nall purposes under this Lease that the Building contains approximately 43,840\nrentable square feet of space (the \"Building Area\") and that the Premises\ncontain approximately 22,820 rentable square feet of space (the \"Premises\nArea\"). Landlord and Tenant further agree that the Building Area may exclude\nportions of the Building which are used for other than office purposes, such as\nareas used for retail purposes or for storage purposes.\n\n     (e) \"Tenant's Share\" means the Premises Area divided by the Building Area,\nexpressed as a percentage, which is fifty-two and five one-hundredths percent\n(52.05%).\n\n          If a portion of the Building is damaged or condemned, or any other\nevent occurs which alters the number of rentable square feet of space in the\nPremises or the Building, then Landlord shall adjust Tenant's Share to equal the\nnumber of rentable square feet of space then existing in the Premises (as\naltered by such event) divided by the number of rentable square feet of space\nthen existing in the Building (as altered by such event).\n\n     (f) \"Commencement Date\" means May 1, 1998, or such earlier date as\nprovided in Section 4 hereof.\n\n     (g) \"Expiration Date\" means May 31, 1999.\n\n     (h) \"Term\" means the period of time commencing on the Commencement Date and\nending on the Expiration Date, unless sooner terminated pursuant to this Lease.\n\n     (i) \"Minimum Monthly Rent\" means Twenty-eight Thousand Five Hundred\nTwenty-five and 00\/100ths Dollars ($28,525.00) per month during the Term of this\nLease:\n\n     (j) \"Permitted Use\" means use for purposes of general business\/\nadministrative offices for an internet-based bookseller.\n\n     (k) \"Base Year\" means the calendar year 1998.\n\n     (l) \"Prepaid Rent\" means Twenty-eight Thousand Five Hundred Twenty-five and\n00\/100ths Dollars ($28,525.00).\n\n     (m) \"Security Deposit\" means Twenty-eight Thousand Five Hundred Twenty-five\nand no\/100ths Dollars ($28,525.00).\n\n     (n) \"Landlord's Address for Notice\" means 215 Columbia Building, c\/o Martin\nSmith Inc, 1109 First Avenue, Suite 500, Seattle, Washington 98101-2988.\n\n     (o) \"Landlord's Address for Payment of Rent\" means 215 Columbia Building,\nc\/o Martin Smith Inc, 1109 First Avenue, Suite 500, Seattle, Washington\n98101-2988.\n\n     (p) \"Tenant's Address for Notice\" means Amazon.com, Inc., Attn: General\nCounsel, 1516 Second Avenue, Suite 400, Seattle, Washington 98104.\n\n     (q) \"Landlord's Agent\" means Martin Smith Inc or such other agent as\nLandlord may appoint from time to time.\n\n\n                                       1\n   2\n\n     (r) \"Broker(s)\" means Martin Smith Inc representing the Landlord and\nWashington Partners, Inc. representing the Tenant.\n\n     (s) \"Exhibits\" means the following Exhibits to this Lease:\n\n             Exhibit A - Legal Description of the Property\n             Exhibit B - Outline Drawing of the Premises\n             Exhibit C - Work Letter\n             Exhibit D - Rules and Regulations\n\n     (t) \"Rider\" means the following Rider which is attached hereto: Rider dated\nMarch 20, 1998 by and between PACIFIC NW TITLE BUILDING, INC., A WASHINGTON\nCORPORATION (\"Landlord\"), and AMAZON.COM, INC., A DELAWARE CORPORATION\n(\"Tenant\").\n\n     (u) \"Definitions\" means the words and phrases defined in Section 42\ncaptioned \"Definitions\".\n\n2. PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the\nPremises for the Term.\n\n3. APPURTENANCES. Tenant, and its authorized representatives, shall have the\nright to use, in common with others and subject to the Rules and Regulations,\nthe Common Areas of the Building. Landlord shall have the right, in Landlord's\nsole discretion, from time to time to (i) make changes to the Building interior\nand exterior and Common Areas, including without limitation, changes in the\nlocation, size, shape, number and appearance thereof, (ii) to close temporarily\nany of the Common Areas for maintenance purposes so long as reasonable access to\nthe Premises remains available, and (iii) to use the Common Areas while engaged\nin making additional improvements, repairs or alterations to the Building. All\nof the windows and exterior walls of the Premises and any space in the Premises\nused for shafts, stacks, pipes, conduits, ducts, electrical equipment or other\nutilities or Building facilities are reserved solely to Landlord and Landlord\nshall have rights of access through the Premises for the purpose of operating,\nmaintaining and repairing the same, provided, however, that such changes shall\nnot materially affect Tenant's access to, or use and occupancy of, the Premises.\n\n4. TERM.\n\n     (a) COMMENCEMENT DATE. This Lease shall become legally binding as of the\nearlier of the date Landlord and Tenant execute this Lease or the date Tenant\nenters onto the Premises or any portion thereof with Landlord's consent, and\nshall remain in full force and effect thereafter until the expiration of the\nTerm, unless sooner terminated pursuant to this Lease. The Term shall commence\non the Commencement Date and expire on the Expiration Date, unless sooner\nterminated pursuant to this Lease. The Commencement Date shall be the date\nspecified in Section 1.\n\n          (i) Notwithstanding anything to the contrary in this Section, Tenant\nshall have the right to enter onto the Premises at any time after full execution\nof this Lease by Landlord and Tenant solely for the purpose of installation of\ncabling, communications equipment, office equipment and office furniture. No\nRent shall be due for such early access to the Premises.\n\n          (ii) If Tenant shall occupy the Premises or any portion thereof for\nthe Permitted Use prior to the Commencement Date specified in Section 1 then\nTenant shall pay Minimum Monthly Rent for such occupancy from and after the date\nof such early occupancy. Landlord acknowledges that Tenant intends to occupy the\nthird floor in the Premises for the operation of its business as soon as\npossible, and Tenant may so occupy the third floor prior to the Commencement\nDate.\n\n     (b) TENANT TERMINATION RIGHTS. If Landlord is unable to deliver possession\nof the Premises to Tenant on the Commencement Date as a result of causes beyond\nits reasonable control, Landlord shall not be liable for any damage caused by\nfailing to deliver possession and this Lease shall not be void or voidable.\nTenant shall not be liable for Rent until Landlord delivers possession of the\nPremises to Tenant. No delay in delivery of possession of the Premises to Tenant\nshall change the Expiration Date or operate to extend the Term. If Landlord does\nnot deliver possession of the Premises to Tenant within thirty (30) days of the\nCommencement Date, then Tenant may elect to terminate this Lease by giving\nnotice to Landlord within thirty (30) days following the end of such thirty (30)\nday period.\n\n     (c) CONFIRMATION OF COMMENCEMENT DATE. When the Commencement Date as\nprovided herein has been established as an earlier or later date than the\nCommencement Date specified in Section 1, Landlord shall confirm the\nCommencement Date by notice to Tenant.\n\n5. MINIMUM MONTHLY RENT; LATE CHARGE.\n\n     (a) MINIMUM MONTHLY RENT. Tenant shall pay to Landlord the Minimum Monthly\nRent without deduction, offset, prior notice or demand, in advance on the first\nday of each month during the Term. Minimum Monthly Rent for any partial month\nshall be prorated at the rate of 1\/30th of the Minimum Monthly Rent per day.\nMinimum Monthly Rent is exclusive of any sales, franchise, business or\noccupation or other tax based on rents (other than Landlord's general income\ntaxes) and should such taxes apply during the Term, the Minimum Monthly Rent\nshall be increased by the amount of such taxes. All Rent shall be paid to\nLandlord at Landlord's Address for Payment of Rent or at such other address as\nLandlord may specify by notice to Tenant.\n\n     (b) LATE CHARGE. Tenant acknowledges that the late payment by Tenant of any\nRent will cause Landlord to incur administrative, collection, processing and\naccounting costs and expenses not contemplated under this Lease, the exact\namount of which are extremely difficult or impracticable to fix. Therefore, if\nany\n\n                                        2\n   3\n\nRent is not received by Landlord from Tenant by the fifth (5th) business day\nafter such Rent is due, Tenant shall immediately pay to Landlord a late charge\nequal to five percent (5%) of the amount of such Rent or Seventy-five and\nNo\/100th Dollars ($75.00), whichever is greater. Landlord and Tenant agree that\nthis late charge represents a reasonable estimate of such costs and expenses and\nis fair compensation to Landlord for its loss caused by Tenant's nonpayment.\nShould Tenant pay said late charge but fail to pay contemporaneously therewith\nall unpaid amounts of Rent, Landlord's acceptance of this late charge shall not\nconstitute a waiver of Tenant's default with respect to Tenants nonpayment nor\nprevent Landlord from exercising all other rights and remedies available to\nLandlord under this Lease or under law.\n\n6. PREPAID RENT AND SECURITY DEPOSIT. On execution of this Lease, Tenant shall\ndeposit with Landlord the Prepaid Rent, as monthly rent for the first full month\nof the Term for which Rent is payable, and the Security Deposit, as a Security\nDeposit for the performance by Tenant of the provisions of this Lease. If Tenant\nis in default, Landlord may use the Security Deposit, or any portion of it, to\ncure the default, including without limitation, paying for the cost of any work\nnecessary to restore the Premises, the Tenant improvements and any alterations\nto good condition or to compensate Landlord for all damage sustained by Landlord\nresulting from Tenant's default. Tenant shall within five (5) days of demand pay\nto Landlord a sum equal to the portion of the Security Deposit expended or\napplied by Landlord as provided in this Section so as to maintain the Security\nDeposit in the sum initially deposited with Landlord. If Tenant is not in\ndefault as of the expiration or termination of the Term, including without\nlimitation, in default in payment of the Rent for the last month of the Term,\nthen Landlord shall return the Security Deposit, without interest, to Tenant\nwithin a reasonable period of time after the expiration or termination of the\nTerm. Landlord's obligations with respect to the Security Deposit are those of a\ndebtor and not a trustee. Landlord may commingle the Security Deposit with\nLandlord's general and other funds.\n\n7. REAL PROPERTY TAXES.\n\n     (a) PAYMENT OF TENANT'S SHARE OF INCREASES IN REAL PROPERTY TAXES.\nCommencing January 1, 1999, Tenant shall pay to Landlord, as Additional Rent,\nmonthly, in advance on the first day of each month during the Term, an amount\nequal to one-twelfth (1\/12th) of Tenant's Share of all increases in Real\nProperty Taxes that are or will be levied or assessed against the Property\nduring each calendar year during the Term over and above the Real Property Taxes\nthat are levied or assessed against the Property during the Base Year as\nreasonably estimated by Landlord. Such Additional Rent is exclusive of any\nsales, franchise, business or occupation or other tax based on rents and should\nsuch taxes apply during the Term, such Additional Rent shall be increased by the\namount of such taxes. Within one hundred twenty (120) days after the end of each\ncalendar year during the Term, Landlord shall furnish to Tenant a statement of\nthe Real Property Taxes for the preceding calendar year and Tenant's Share of\nthe increase in Real Property Taxes. If Tenant's Share of the increase in such\nReal Property Taxes for that calendar year over such Real Property Taxes for the\nBase Year exceeds the monthly payments made by Tenant, then Tenant shall pay\nLandlord the deficiency within thirty (30) days after receipt of the statement.\nIf Tenant's payments made during that calendar year exceed Tenant's Share of the\nincrease in such Real Property Taxes for that calendar year over such Real\nProperty Taxes for the Base Year, then, at Landlord's option, either Landlord\nshall pay Tenant the excess at the time Landlord furnishes the statement to\nTenant, or Tenant shall be entitled to offset the excess against the next\ninstallment(s) of Minimum Monthly Rent and Additional Rent, provided, however,\nthat at the end of the Term Landlord shall pay Tenant the excess at the time\nLandlord furnishes the statement to Tenant.\n\n     (b) GENERAL AND SPECIAL ASSESSMENTS. With respect to any general or special\nassessments which may be levied against or upon the Property, or which under the\nlaws then in force may be evidenced by improvement or other bonds or may be paid\nin annual installments, only the amount of such annual installment, and interest\ndue thereon, shall be included in the computation of Real Property Taxes.\n\n     (c) PRORATION. Tenant's Share of Real Property Taxes shall be prorated on\nthe basis of a 360-day year to account for any fractional portion of a tax year\nincluded in the Term at its commencement and expiration.\n\n     (d) NO EFFECT ON MINIMUM MONTHLY RENT. Notwithstanding anything to the\ncontrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no\nevent be less than the Minimum Monthly Rent specified in Section 1.\n\n8. PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all personal\nproperty taxes assessed against and levied upon trade fixtures, furnishings,\nequipment and all other personal property of Tenant contained in the Premises or\nelsewhere. If possible, Tenant shall cause such trade fixtures, furnishings,\nequipment and all other personal property of Tenant to be assessed and billed\nseparately from the Property.\n\n9. OPERATING COSTS.\n\n     (a) PAYMENT OF TENANT'S SHARE OF INCREASES IN OPERATING COSTS. Commencing\nJanuary 1, 1999, Tenant shall pay to Landlord, as Additional Rent, monthly, in\nadvance on the first day of each month during the Term, an amount equal to\none-twelfth (1\/12th) of Tenant's Share of the increase in the Operating Costs of\nthe Property for each calendar year during the Term over the Operating Costs for\nthe Base Year as reasonably estimated by Landlord. Landlord shall reasonably\nestimate the Operating Costs for the Base Year and for each calendar year during\nthe Term based on the Operating Costs that would have been incurred if the\nBuilding had been 95% occupied during the Base Year or each such calendar year,\nas the case may be, taking into account historical operating costs for the\nBuilding. Such Additional Rent is exclusive of any sales, franchise, business or\noccupation or other tax based on rents and should such taxes apply during the\nTerm, such Additional Rent shall be increased by the amount of such taxes.\nWithin one hundred twenty (120) days after the end of each calendar year during\nthe Term, Landlord shall furnish to Tenant a statement of the Operating Costs\nfor the preceding calendar year and Tenants Share of the increase in the\nOperating Costs. If Tenant's Share of the\n\n\n                                        3\n\n   4\n\nincrease in the Operating Costs for that calendar year over the Operating Costs\nfor the Base Year exceeds the monthly payments made by Tenant, then Tenant shall\npay Landlord the deficiency within thirty (30) days after receipt of the\nstatement. If Tenant's payments made during that calendar year exceed Tenant's\nShare of the increase in the Operating Costs for that calendar year over the\nOperating Costs for the Base Year, then, at Landlord's option, either Landlord\nshall pay Tenant the excess at the time Landlord furnishes the statement to\nTenant, or Tenant shall be entitled to offset the excess against the next\ninstallment(s) of Minimum Monthly Rent and Additional Rent, provided, however,\nthat at the end of the Term Landlord shall pay Tenant the excess at the time\nLandlord furnishes the statement to Tenant.\n\n     (b) PRORATION. Tenant's Share of Operating Costs shall be prorated on the\nbasis of a 360 day year to account for any fractional portion of a year included\nin the Term at its commencement and expiration.\n\n     (c) NO EFFECT ON MINIMUM MONTHLY RENT. Notwithstanding anything to the\ncontrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no\nevent be less than the Minimum Monthly Rent specified in Section 1.\n\n     (d) RIGHT TO EXAMINE LANDLORD'S BOOKS AND RECORDS. Tenant or its authorized\nrepresentative shall have the right to examine Landlord's books and records\nrelating to Operating Costs of the Property upon reasonable prior notice\nspecifying such records Tenant desires to examine, during normal business hours\nat the place or places where such records are normally kept by sending such\nnotice no later than ninety (90) days following the furnishing of the Landlord's\nstatement of the Operating Costs for the preceding calendar year and Tenant's\nShare of the increase in the Operating Costs. Tenant may take exception to\nmatters included in Operating Costs, or Landlord's computation of Tenant's\nShare, by sending notice specifying such exception and the reasons therefor to\nLandlord no later than thirty (30) days after Landlord makes such records\navailable for examination. Landlord's statement of the Operating Costs for the\npreceding calendar year and Tenant's Share of the increase in the Operating\nCosts shall be considered final, except as to matters to which exception is\ntaken after examination of Landlord's books and records relating to Operating\nCosts of the Property in the foregoing manner and within the foregoing times.\nTenant acknowledges that Landlord's ability to budget and incur expenses depends\non the finality of such statement, and accordingly agrees that time is of the\nessence of this Section. If Tenant takes exception to any matter contained in\nsuch statement as provided herein, Landlord shall refer the matter to an\nindependent certified public accountant, whose certification as to the proper\namount shall be final and conclusive as between Landlord and Tenant. Tenant\nshall promptly pay the cost of such certification unless such certification\ndetermines that Landlord's statement of the Operating Costs overstated the\nOperating Costs by more than five percent (5%). Pending resolution of any such\nexceptions in the foregoing manner, Tenant shall continue paying Tenant's Share\nof Operating Costs in the amounts determined by Landlord, subject to adjustment\nafter any such exceptions are so resolved. If such certification determines that\nLandlord's statement of the Operating Costs overstated the Operating Costs, then\nTenant shall receive a credit for Tenant's Share of the amount of such\noverstatement against payments of Rent next due.\n\n10. USE. Tenant shall use the Premises for the Permitted Use and for no other\nuse without Landlord's prior consent. Tenant agrees that it has determined to\nits satisfaction that the Premises can be used for the Permitted Use. Tenant\nwaives any right to terminate this Lease if the Premises cannot be used for the\nPermitted Use during the Term unless the prohibition on use is the result of\nactions taken by Landlord. Tenant's use of the Premises shall be in accordance\nwith the following:\n\n     (a) INSURANCE. Tenant shall not do, bring, or keep anything in or about the\nPremises or the Property that will cause a cancellation of any insurance\ncovering the Property. If the rate of any insurance carried by Landlord on the\nProperty as published by the Washington Survey and Rating Bureau, or any\nsuccessor rating bureau or agency, is increased as a result of Tenant's use,\nthen Tenant shall pay to Landlord not less than ten (10) days before the date\nLandlord is obligated to pay a premium on the Insurance, a sum equal to the\ndifference between the original premium and the Increased premium.\n\n     (b) COMPLIANCE WITH LAWS. Tenant shall comply with all Laws concerning the\nPremises and Tenant's use of the Premises. Landlord shall comply with all Laws\nconcerning the Building and the Building common areas and the operation and\nmaintenance thereof.\n\n     (c) WASTE, NUISANCE AND IMPROPER USE. Tenant shall not use the Premises in\nany manner that will constitute waste, nuisance or unreasonable annoyance to\nother tenants in the Building, including without limitation, (i) the use of\nloudspeakers or sound or light apparatus that can be heard or seen outside the\nPremises, (ii) for cooking or other activities that cause odors that can be\ndetected outside the Premises, or (iii) for lodging or sleeping rooms.\n\n     (d) DAMAGE TO PROPERTY. Tenant shall not do anything in, on or about the\nPremises that will cause damage to the Property.\n\n     (e) RULES AND REGULATIONS. Tenant and its authorized representatives shall\ncomply with the Rules and Regulations set forth on Exhibit D attached hereto.\nLandlord shall have the right to amend, on thirty (30) days advance written\nnotice, the Rules and Regulations from time to time. In the event of a conflict\nbetween this Lease and the Rules and Regulations, as amended, this Lease shall\ncontrol. Landlord shall have the right to enforce the Rules and Regulations.\nLandlord shall have no liability or responsibility whatsoever with respect to\nthe noncompliance by other tenants or their authorized representatives with any\nof such Rules and Regulations.\n\n11. HAZARDOUS SUBSTANCES. Tenant shall not dispose of or otherwise allow the\nrelease of any Hazardous Substances in, on or under the Premises, or the\nProperty, or in any tenant improvements or alterations placed on the Premises by\nTenant. Tenant represents and warrants to Landlord that Tenant's intended use of\nthe\n\n\n                                        4\n   5\n\nPremises does not involve the use, production, disposal or bringing on to the\nPremises of any Hazardous Substances, except for products normally used in\ngeneral business offices which constitute Hazardous Substances, provided that\nsuch products are used, stored and disposed of in accordance with applicable\nlaws and manufacturers and supplier's guidelines. Tenant shall promptly comply\nwith all laws and with all orders, decrees or judgments of governmental\nauthorities or courts having jurisdiction, relating to the use, collection,\ntreatment, disposal, storage, control, removal or cleanup of Hazardous\nSubstances, on or under the Premises or the Property, or incorporated in any\ntenant Improvements or alterations, at Tenant's expense.\n\n     (a) COMPLIANCE; NOTIFICATION. After notice to Tenant and a reasonable\nopportunity for Tenant to effect such compliance, Landlord may, but is not\nobligated to, enter upon the Premises and take such actions and incur such costs\nand expenses to effect such compliance as it deems advisable to protect its\ninterest in the Premises and the Property, provided, however that Landlord shall\nnot be obligated to give Tenant notice and an opportunity to effect such\ncompliance if (i) such delay might result in material adverse harm to the\nPremises, or the Property, or (ii) an emergency exists. Tenant shall reimburse\nLandlord for the full amount of all costs and expenses incurred by Landlord in\nconnection with such compliance activities, and such obligation shall continue\neven after expiration or termination of the Term. Tenant shall notify Landlord\nimmediately of any release of any Hazardous Substances on the Premises or the\nProperty.\n\n     (b) INDEMNITY BY TENANT. Tenant agrees to hold Landlord harmless from and\nagainst any and all damages, charges, cleanup costs, remedial actions, costs and\nexpenses, which may be imposed on, incurred or paid by, or asserted against\nLandlord, the Premises or the Property by reason of, or in connection with (1)\nany misrepresentation, breach of warranty or other default by Tenant under this\nLease, or (2) the acts or omissions of Tenant, its authorized representatives,\nor any subtenant or other person for whom Tenant would otherwise be liable,\nresulting in the release of any Hazardous Substances on the Premises or the\nProperty.\n\n     (c) INDEMNITY BY LANDLORD. Landlord agrees to hold Tenant harmless from and\nagainst any and all damages, charges, cleanup costs, remedial actions, costs and\nexpenses, which may be imposed on, incurred or paid by, or asserted against\nTenant, the Premises or the Property by reason of, or in connection with (i) any\nmisrepresentation, breach of warranty or other default by Landlord under this\nLease or (ii) the acts or omissions of Landlord, its authorized representatives,\nor any other person for whom Landlord would otherwise be liable, resulting in\nthe release of any Hazardous Substances on the Premises or the Property.\n\n     (d) ACKNOWLEDGMENT AS TO HAZARDOUS SUBSTANCES. Tenant acknowledges that the\nPremises may contain Hazardous Substances, and Tenant accepts the Premises and\nthe Building notwithstanding such Hazardous Substances. Landlord represents to\nTenant that, to the best of Landlord's knowledge without independent\ninvestigation or inquiry, as of the date of execution of this Lease; (i) there\nhas been no release in the Premises or the Building of any Hazardous Substances\nin violation of any applicable Laws, and (ii) the Premises and the Building\ncontain no asbestos-containing materials. The term \"Landlord's knowledge\" means\nand includes only the actual knowledge of Landlord, without giving effect to any\nprinciples of imputed or constructive knowledge and without any duty of inquiry.\nIf Landlord is required by any law to take any action to remove or abate any\nHazardous Substances, or if Landlord deems it necessary to conduct special\nmaintenance or testing procedures with regard to any Hazardous Substances, or to\nremove or abate any Hazardous Substances, Landlord may take such action or\nconduct such procedures at times and in a manner that Landlord deems appropriate\nunder the circumstances, and Tenant shall permit the same.\n\n     (e) SURVIVAL. The provisions of this Section shall survive the expiration\nor sooner termination of the Term. No subsequent modification or termination of\nthis Lease by agreement of the parties or otherwise shall be construed to waive\nor to modify any provisions of this Section unless the termination or\nmodification agreement or other document expressly so states in writing.\n\n12. LANDLORD'S MAINTENANCE; INCLUSION IN OPERATING COSTS.\n\n     (a) LANDLORD'S MAINTENANCE. Except as provided in Section 13 captioned\n\"Tenant's Maintenance; Remedies\", Section 23 captioned \"Destruction\" and Section\n24 captioned \"Condemnation\" and except for damage caused by any negligent or\nintentional act or omission of Tenant or its authorized representatives,\nLandlord shall maintain in good condition and repair the following:(i) the\nstructural parts of the Building, which structural parts include only the\nfoundations, bearing and exterior walls (excluding glass and doors), subflooring\nand roof, (ii) the building standard lighting fixtures, window coverings and\nceiling tiles and the unexposed electrical, plumbing and sewage systems,\nincluding without limitation, those portions lying outside the Premises, (iii)\nthe heating, ventilating and air-conditioning system, if any, servicing the\nBuilding, (iv) the lobbies, corridors, elevators, public or common restrooms and\nother common areas of the Building, and (v) the sidewalks, grounds, landscaping,\nparking and loading areas, if any, and other common areas of the Property.\n\n     (b) INCLUSION IN OPERATING COSTS. The cost of maintaining, repairing,\nreplacing or servicing the portions of the Building that Landlord is required to\nmaintain pursuant to this Section shall be included in Operating Costs to the\nextent provided in Section 9 captioned \"Operating Costs\".\n\n13. TENANT'S MAINTENANCE; REMEDIES.\n\n     (a) TENANT'S MAINTENANCE. Except as provided in Section 12 captioned\n\"Landlord's Maintenance; Inclusion in Operating Costs\", Section 23 captioned\n\"Destruction\" and Section 24 captioned \"Condemnation\" and except for damage\ncaused by any negligent or intentional act or omission of Landlord or its\nauthorized representatives, Tenant, at its cost, shall maintain in good\ncondition and repair the Premises (ordinary wear and tear excepted), including\nwithout limitation, all of the Tenant Improvements (except for latent defects),\nTenant's alterations, Tenant's trade fixtures, Tenant's personal property,\nsigns, walls, interior partitions, wall coverings, windows, non-building\nstandard window coverings, glass, doors, carpeting and resilient flooring,\n\n\n                                       5\n\n   6\n\nnon-building standard ceiling tiles, plumbing fixtures and non-building standard\nlighting fixtures. Tenant shall be liable for any damage to the Premises and the\nBuilding resulting from the acts or omissions of Tenant or its authorized\nrepresentatives.\n\n     (b) LANDLORD'S REMEDIES. If Tenant fails to maintain the Premises in good\ncondition and repair as required by Subsection 13(a) and if such failure is not\ncured within thirty (30) days after notice of such failure is given by Landlord\nto Tenant, then Landlord may, at its option, cause the Premises to be maintained\nin good condition and repair and Tenant shall promptly reimburse Landlord for\nall costs incurred by Landlord in performance of Tenant's obligation to maintain\nthe Premises.\n\n14. TENANT IMPROVEMENTS AND ALTERATIONS; TRADE FIXTURES.\n\n     (a) TENANT IMPROVEMENTS AND ALTERATIONS. Tenant accepts the Premises in \"AS\nIS\" condition without any obligations for the performance of improvements or\nother work by Landlord. Tenant shall not make any improvements or alterations\n(other than cabling) to the Premises without Landlord's prior written consent,\nwhich consent shall not be unreasonably withheld. If Tenant desires to make any\nimprovements or alterations to the Premises and obtains Landlord's consent as\ndescribed herein, Tenant shall pay for such improvements and alterations as\ndescribed in the Work Letter attached hereto as Exhibit C. If Tenant's\nimprovements and alterations coincide with Landlord's long-term plans for the\nbuilding, Landlord may, in Landlord's sole discretion, pay for all or a portion\nof such improvements and alterations made to the Premises. Tenant shall not make\nany other improvements or alterations to the Premises without Landlord's prior\nconsent. Any improvements and alterations made by either party shall remain on\nand be surrendered with the Premises on expiration or termination of the Term,\nexcept that Landlord can elect, at the time Landlord gives it consent, to\nrequire Tenant to remove any improvements and alterations that Tenant has made\nto the Premises. If Landlord so elects, Tenant, at its cost, shall restore the\nPremises to the condition designated by Landlord in its election, before the\nlast day of the Term. Any improvements and alterations that remain on the\nPremises on expiration or termination of the Term shall automatically become the\nproperty of Landlord and title to such improvements and alterations shall\nautomatically pass to Landlord at such time without any payment therefor by\nLandlord to Tenant. If Tenant or its authorized representatives make any\nimprovements or alterations to the Premises as provided in this Section, then\nsuch improvements and alterations (i) shall be made in a first class manner in\nconformity with then building standard improvements, (ii) shall be made\nutilizing then building standard materials, (iii) shall be made in compliance\nwith the Rules and Regulations and the reasonable directions of Landlord, (iv)\nshall be made pursuant to a valid building permit to be obtained by Tenant, at\nits cost, (v) shall be made in conformity with then applicable Laws, including\nwithout limitation, building codes, and (vi) shall not be commenced until five\n(5) days after Landlord has received notice from Tenant stating the date the\ninstallation of such improvements and alterations is to commence so that\nLandlord can post and record an appropriate notice of nonresponsibility.\n\n     (b) TRADE FIXTURES. Tenant may install any trade fixtures in or on the\nPremises with Landlord's prior consent, which shall not be unreasonably\nwithheld.\n\n15. MECHANICS' LIENS. Tenant shall pay, or cause to be paid, all costs of labor,\nservices and\/or materials supplied in connection with any Work. Tenant shall\nkeep the Property free and clear of all mechanics' liens and other liens\nresulting from any Work. Prior to the commencement of any Work or the supply or\nfurnishing of any labor, services and\/or materials in connection with any Work,\nTenant shall provide Landlord with a labor and material payment bond in an\namount equal to one hundred percent (100%) of the aggregate price of all\ncontracts therefor, with release of the bond conditioned on Tenant's payment in\nfull of all claims of lien claimants for such labor, services and\/or materials\nsupplied in the prosecution of the Work. Said payment bond shall name Landlord\nas a primary obligee, shall be given by a surety which is satisfactory to\nLandlord, and shall be in such form as Landlord shall approve in its sole\ndiscretion. Tenant shall have the right to contest the correctness or validity\nof any such lien if, immediately on demand by Landlord, it procures and records\na lien release bond issued by a responsible corporate surety in an amount\nsufficient to satisfy statutory requirements therefor in the State of\nWashington. Tenant shall promptly pay or cause to be paid all sums awarded to\nthe claimant on its suit, and, in any event, before any execution is issued with\nrespect to any judgment obtained by the claimant in its suit or before such\njudgment becomes a lien on the Premises, whichever is earlier. If Tenant shall\nbe in default under this Section, by failing to provide security for or\nsatisfaction of any mechanic's or other liens, then Landlord may (but shall not\nbe obligated to), in addition to any other rights or remedies it may have,\ndischarge said lien by (i) paying the claimant an amount sufficient to settle\nand discharge the claim, (ii) procuring and recording a lien release bond, or\n(iii) taking such other action as Landlord shall deem necessary or advisable,\nand, in any such event, Tenant shall pay as Additional Rent, on Landlord's\ndemand, all costs (including reasonable attorney fees) incurred by Landlord in\nsettling and discharging such lien together with interest thereon in accordance\nwith Section 39 captioned \"Interest on Unpaid Rent\" from the date of Landlord's\npayment of said costs. Landlord's payment of such costs shall not waive any\ndefault of Tenant under this Section.\n\n16. UTILITIES AND SERVICES.\n\n     (a) UTILITIES AND SERVICES FURNISHED BY LANDLORD. Landlord shall furnish\nthe Premises with:\n\n          (i) Electricity for lighting and power suitable for the use of the\nPremises for ordinary general office purposes; provided, however, that Tenant\nshall not at any time have a connected electrical load for lighting purposes in\nexcess of the wattage per square foot of Premises Area required for building\nstandard amounts of lighting, or a connected load for all other power\nrequirements in excess of four (4) watts per square foot of Premises Area as\ndetermined by Landlord, and the electricity so provided for lighting and power\nshall not exceed such limits, subject to any lower limits set by any\ngovernmental authority with respect thereto;\n\n\n                                        6\n\n   7\n\n\n          (ii) Subject to the reasonable limitations of the existing building\nsystems, heating, ventilating and air-conditioning to maintain a temperature\nrange in the Premises which is customary for similar office space in the\nSeattle, Washington area (but in compliance with any applicable governmental\nregulations with respect thereto). Tenant agrees to keep closed, when necessary,\nblinds, draperies and windows which must be closed to provide for the efficient\noperation of the heating and air conditioning systems, if any, and Tenant agrees\nto cooperate with Landlord and to abide by the regulations and requirements\nwhich Landlord may prescribe for the proper functioning and protection of the\nheating, ventilating and air-conditioning system, if any. If Tenant requires\nheating, ventilating and air-conditioning to the Premises other than during\nnormal business hours from 7:00 A.M. to 6:00 P.M. Mondays through Fridays and\nfrom the hours of 9:00 A.M. to 1:00 P.M. on Saturdays, except other than the\nstated Saturday hours, Sundays and those legal holidays generally observed in\nthe State of Washington, Landlord shall, upon Tenant's request made not less\nthan 24 hours before the time Tenant requires the after hour service, and not\nlater than Noon on the Friday before any Saturday or Sunday on which Tenant\nrequires such service, and not later than Noon of the day before any holiday on\nwhich Tenant requires such service (except as otherwise provided in the Rules\nand Regulations), furnish such heating, ventilating and air-conditioning. If\nTenant receives such services, then Tenant shall pay, upon demand, an amount\nequal to Tenant's proportionate share of the actual direct cost to Landlord in\nproviding the heating, ventilating and air-conditioning outside of normal\nbusiness hours;\n\n          (iii) Water for restroom and drinking purposes and access to restroom\nfacilities;\n\n          (iv) Elevator service for general office pedestrian usage if the\nBuilding is serviced by elevators;\n\n          (v) Relamping of building-standard light fixtures;\n\n          (vi) Washing of interior and exterior surfaces of exterior windows\nwith reasonable frequency; and\n\n          (vii) Janitorial service five (5) times per week, except holidays.\n\n     (b) PAYMENT FOR EXCESS UTILITIES AND SERVICES. All services and utilities\nfor the Premises not required to be furnished by Landlord pursuant to Section\n16(a) shall be paid for by Tenant. If Tenant requires, on a regular basis,\nwater, heat, air conditioning, electric current, elevator or janitorial service\nin excess of that provided for in Section 16(a), then Tenant shall first obtain\nthe consent of Landlord which consent shall not be unreasonably withheld. If\nLandlord consents to such excess use, Landlord may install an electric current\nor water meter (including, without limitation, any additional wiring, conduit or\npanel required therefor) to measure the excess electric current or water\nconsumed by Tenant or may cause the excess usage to be measured by other\nreasonable methods (e.g. by temporary \"check\" meters or by survey). Tenant shall\npay to Landlord upon demand (i) the cost of any and all water, heat, air\nconditioning, electric current, janitorial, elevator or other services or\nutilities required to be furnished to Tenant in excess of the services and\nutilities required to be furnished by Landlord as provided in Section 16(a);\n(ii) the cost of installation, maintenance and repair of any meter installed in\nthe Premises; (iii) the cost of all electricity and water consumed by Tenant in\nconnection with any dedicated heating, ventilating and\/or air-conditioning,\ncomputer power and\/or air-conditioning, telecommunications or other special\nsystems of Tenant, including any power usage other than through existing\nstandard 110-volt AC outlets; and (iv) any cost incurred by Landlord in keeping\naccount of or determining such excess utilities or services furnished to Tenant.\nLandlord's failure to bill Tenant for any such excess utilities or services\nshall not waive Landlord's right to bill Tenant for the excess at a later time.\n\n     (c) TEMPERATURE BALANCE. Landlord makes no representation to Tenant\nregarding the adequacy or fitness of the heating, ventilating and\nair-conditioning systems, if any, in the Building to maintain temperatures that\nmay be required for, or because of, any of Tenant's equipment which uses other\nthan the fractional horsepower normally required for office equipment, and\nLandlord shall have no liability for loss or damage suffered by Tenant or others\nin connection therewith. If the temperature otherwise maintained in any portion\nof the Premises by the heating, air-conditioning or ventilation system is\naffected as a result of (i) any lights, machines or equipment (including without\nlimitation electronic data processing machines) used by Tenant in the Premises,\n(ii) the occupancy of the Premises by more than one person per two hundred (200)\nsquare feet of rentable area therein, (iii) an electrical load for lighting or\npower in excess of the limits per square foot of rentable area of the Premises\nspecified in Section 16(a), or (iv) any rearrangement of partitioning or other\nimprovements, Landlord may install any equipment, or modify any existing\nequipment (including the standard air-conditioning equipment) Landlord deems\nnecessary to restore the temperature balance. The cost of any such equipment,\nincluding without limitation, the cost of design and installation thereof, and\nthe cost of operating, metering, maintaining or repairing the same, shall be\npaid by Tenant to Landlord upon demand. Tenant shall not install or operate\nwindow-mounted heating or air-conditioning units.\n\n     (d) SPECIAL ELECTRICAL OR WATER CONNECTIONS; ELECTRICITY USE. Tenant will\nnot, without the prior consent of Landlord, which shall not be unreasonably\nwithheld, connect or use any apparatus or device in the Premises (i) using\ncurrent in excess of 110 volts or (ii) which will cause the amount of\nelectricity, water, heating, air-conditioning or ventilation furnished to the\nPremises to exceed the amount required for use of the Premises for ordinary\ngeneral office purposes during normal business hours or (iii) which would cause\nTenant's connected load to exceed any limits established in Section 16(a).\nTenant shall not connect with electric current except through existing outlets\nin the Premises and shall not connect with water pipes except through existing\nplumbing fixtures in the Premises. In no event shall Tenant's use of electricity\nexceed the capacity of existing feeders to the Building or the risers or wiring\ninstallation, and Landlord may prohibit the use of any electrical equipment\nwhich in Landlord's opinion will overload such wiring or interfere with the use\nthereof by other tenants in the Building. If Landlord consents to the use of\nequipment requiring such changes, Tenant shall pay the cost of installing any\nadditional risers, panels or other facilities that may be necessary to furnish\nenergy to the Premises.\n\n\n                                        7\n\n   8\n\n      Landlord will not permit additional coring of the floor of the Premises in\norder to install new electric outlets in the Premises unless Tenant furnishes\nLandlord with X-ray scans of the floor area where the Tenant wishes to place\nadditional electrical outlets and Landlord, in its absolute discretion, is\nsatisfied, on the basis of such X-ray scans and other information obtained by\nLandlord, that coring of the floor in order to install such additional outlets\nwill not weaken the structure of the floor.\n\n     (e) LANDLORD'S DUTIES. Landlord shall not be in default under this Lease or\nliable for any damages resulting from, or incidental to, any of the following,\nnor shall any of the following be an actual or constructive eviction of Tenant,\nnor shall the Rent be abated by reason of: (i) failure to furnish or delay in\nfurnishing any of the services described in this Section when such failure or\ndelay is caused by accident or any condition beyond the reasonable control of\nLandlord, including the making of necessary repairs or improvements to the\nPremises or to the Building, (ii) any electrical surges or spikes, or (iii)\nfailure to make any repair or to perform any maintenance, unless such failure\nshall persist for an unreasonable time after notice of the need for such repair\nor maintenance is given to Landlord by Tenant. Landlord shall use reasonable\nefforts to remedy any interruption in the furnishing of such services.\n\n     (f) GOVERNMENTAL REGULATIONS. Any other provisions of this Section\nnotwithstanding, if any governmental authority or utility supplier imposes any\nlaws, controls, conditions, or other restrictions upon Landlord, Tenant, or the\nBuilding, relating to the use or conservation of energy or utilities, mandated\nchanges in temperatures to be maintained in the Premises or the Building or the\nreduction of automobile or other emissions (collectively, the \"Controls\"), or in\nthe event Landlord is required or elects to make alterations to the Building in\norder to comply with the Controls, Landlord may, in its reasonable discretion,\ncomply and may require Tenant to comply with the Controls or make such\nalterations to the Building in order to comply with the Controls. Such\ncompliance and the making of such alterations shall not constitute an actual or\nconstructive eviction of Tenant, impose on Landlord any liability whatsoever, or\nentitle Tenant to any abatement of Rent.\n\n17. INDEMNITY.\n\n     (a) GENERALLY. Tenant shall hold Landlord harmless from and against any and\nall damages arising out of any damage to any persons or property occurring in,\non or about the Premises or the Property resulting from the acts or omissions\nof Tenant or its authorized representatives. Landlord shall hold Tenant harmless\nfrom and against any and all damages arising out of any damage to any persons or\nproperty occurring in, on or about the Premises or the Property resulting from\nthe acts or omissions of Landlord or its authorized representatives. A party's\nobligation under this Section to indemnity and hold the other party harmless\nshall be limited to the sum that exceeds the amount of insurance proceeds, if\nany, received by the party being indemnified.\n\n     (b) CONCURRENT NEGLIGENCE OF LANDLORD AND TENANT. Notwithstanding Section\n17(a) above, in the event of concurrent negligence of Tenant, or its authorized\nrepresentatives, on the one hand, and that of Landlord, or its authorized\nrepresentatives, on the other hand, which concurrent negligence results in\ndamage to any persons or property occurring in, on or about the Premises or the\nProperty, either party's obligation to indemnify the other party as set forth in\nSection 17(a) shall be limited to the extent of the negligence of the\nindemnifying party, or its authorized representatives, including the\nindemnifying party's proportional share of costs and attorneys' fees incurred in\nconnection with any claims, actions or proceedings brought with respect to such\ndamage.\n\n     (c) WAIVER OF WORKER'S COMPENSATION IMMUNITY. The indemnification\nobligations contained in this Section shall not be limited by any worker's\ncompensation, benefit or disability laws, and each indemnifying party hereby\nwaives (solely for the benefit of the indemnified party) any immunity that said\nindemnifying party may have under the Industrial Insurance Act, Title 51 RCW and\nsimilar worker's compensation, benefit or disability laws.\n\n     (d) PROVISIONS SPECIFICALLY NEGOTIATED. LANDLORD AND TENANT ACKNOWLEDGE BY\nTHEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF\nTHIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S\nCOMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY\nLANDLORD AND TENANT.\n\n18. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord and Landlord's Agent shall\nnot be liable for injury to Tenant's business or loss of income therefrom or for\ndamage which may be sustained by the person, goods, wares, merchandise or\nproperty of Tenant, its authorized representatives, or any other person in or\nabout the Premises, caused by or resulting from fire, steam, electricity, gas,\nwater or rain, which may leak or flow from or into any part of the Premises, or\nfrom the breakage, leakage, obstruction or other defects of the pipes,\nsprinklers, wires, appliances, plumbing, air-conditioning or lighting fixtures\nof the same, whether the said damage or injury resulting from conditions arising\nupon the Premises or upon other portions of the Building or the Property unless\nsuch injury or damage is caused by the negligence or willful misconduct of\nLandlord or its authorized representatives.\n\n19. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE. Tenant, at its\ncost, shall maintain commercial general liability insurance (including\ncontractual liability and products and completed operations liability) with\nliability limits of not less than $1,000,000 per occurrence and $2,000,000\nannual aggregate, insuring against all liability of Tenant and its authorized\nrepresentatives arising out of or in connection with Tenant's use and occupancy\nof the Premises and property damage insurance with liability limits of not less\nthan $500,000. All such commercial general liability and property damage\ninsurance shall insure performance by Tenant of the indemnity provisions of\nSection 17 captioned \"Indemnity\". Landlord and Landlord's Agent shall be\nadditional named insureds on such insurance policy.\n\n\n                                        8\n\n   9\n\n20. TENANT'S FIRE INSURANCE. Tenant, at its cost, shall maintain on all of\nTenant's Alterations, Trade Fixtures and Personal Property in, on or about the\nPremises, a policy of standard All Risk fire insurance, in an amount equal to at\nleast their full replacement cost. The proceeds of any such policy shall be\nused by Tenant for the restoration of Tenant's Alterations and Trade Fixtures\nand the replacement of its Personal Property. Any portion of such proceeds not\nused for such restoration shall belong to Tenant.\n\n21. WAIVER OF SUBROGATION. Landlord and Tenant release each other, and their\nrespective authorized representatives, from any claims for damage to any person\nor to the Premises and the Building and to Tenant's Alterations, Trade Fixtures\nand Personal Property that are caused by or result from risks insured against\nunder any insurance policies carried by the parties, in force at the time of any\nsuch damage and collectible. Landlord and Tenant shall cause each insurance\npolicy obtained by it to provide that the insurance company waives all right of\nrecovery by way of subrogation against either party in connection with any\ndamage covered by any insurance policy. Neither party shall be liable to the\nother for any damage caused by fire or any of the risks insured against under\nany insurance policy required by this Lease.\n\n22. OTHER INSURANCE MATTERS. All insurance required to be carried by Tenant\nunder this Lease shall: (i) be issued by insurance companies authorized to do\nbusiness in the State of Washington with a rating of A\/VI or better as rated in\nthe most recent edition of Best's Insurance Reports; (ii) be issued as a primary\npolicy, and (iii) contain an endorsement requiring thirty (30) days' prior\nwritten notice from the insurance company to both parties, to Landlord's Agent,\nand, if requested by Landlord, to Landlord's lender, before cancellation or\nchange in the coverage, scope, or amount of any policy. Each policy or a\ncertificate of the policy, together with evidence of payment of premiums, shall\nbe deposited with Landlord on or before the Commencement Date, and on renewal of\nthe policy not less than ten (10) days before expiration of the term of the\npolicy.\n\n23. DESTRUCTION.\n\n     (a) INSURED DAMAGE. If during the Term the Premises or the Building are\npartially or totally destroyed by any casualty that is covered by any insurance\ncarried by Landlord covering the Building, rendering the Premises partially or\ntotally inaccessible or unusable, Landlord shall restore the Premises or the\nBuilding to substantially the same condition as they were in immediately before\nsuch destruction, if (i) the insurance proceeds available to Landlord equal or\nexceed the cost of such restoration, (ii) in the opinion of a registered\narchitect or engineer appointed by Landlord such restoration can be completed\nwithin one hundred eighty (180) days after the date of destruction, and (iii)\nsuch restoration is permitted under then existing laws to be done in such a\nmanner as to return the Premises, or the Building, as the case may be, to\nsubstantially the same condition as they were in immediately before such\ndestruction. To the extent that the insurance proceeds must be paid to a\nmortgagee under, or must be applied to reduce any debt secured by, a mortgage\ncovering the Property, the insurance proceeds shall be deemed not to be\navailable to Landlord unless such mortgagee permits Landlord to use the\ninsurance proceeds for such restoration. Such destruction shall not terminate\nthis Lease.\n\n     (b) MAJOR OR UNINSURED DAMAGE. If during the Term the Premises or the\nBuilding are partially or totally destroyed by any casualty and Landlord is not\nobligated under Section 23(a) captioned \"Insured Damage\" to restore the Premises\nor the Building, as the case may be, then (i) Landlord may, at its election,\nrestore the Premises or the Building to substantially the same condition as they\nwere in immediately before such destruction, or (ii) either party may terminate\nthis Lease effective as of the date of such destruction on notice to the other\nparty within sixty (60) days after the date of destruction. If Landlord does not\ngive Tenant notice within sixty (60) days after the date of such destruction of\nits election to restore the Premises or the Building, as the case may be,\nLandlord shall be deemed to have elected to terminate this Lease. If Landlord\nelects to restore the Premises or the Building, as the case may be, Landlord\nshall use commercially reasonable efforts to complete such restoration within\none hundred eighty (180) days after the date on which Landlord obtains all\npermits necessary for such restoration, provided, however, that such one hundred\neighty (180) day period shall be extended by a period equal to any delays caused\nby Force Majeure, and such destruction shall not terminate this Lease.\n\n     (c) DAMAGE TO THE BUILDING. If during the Term the Building is partially\ndestroyed by any casualty and if in the opinion of Landlord the Building should\nbe restored in such a way as to materially alter the Premises, then Landlord\nmay, at Landlord's election, terminate this Lease by giving notice to Tenant of\nLandlord's election to do so within sixty (60) days after the date of such\ndestruction.\n\n     (d) EXTENT OF LANDLORD'S OBLIGATION TO RESTORE. If Landlord is required or\nelects to restore the Premises as provided in this Section, Landlord shall not\nbe required to restore alterations made by Tenant, Tenant's trade fixtures and\nTenant's personal property, such excluded items being the sole responsibility of\nTenant to restore.\n\n     (e) ABATEMENT OR REDUCTION OF RENT. In case of damage to, or destruction\nof, the Premises or the Building the Rent shall be abated or reduced, between\nthe date of destruction and the date of completion of restoration, by an amount\nthat is in the same ratio to the Rent as the total number of square feet of the\nPremises that are so damaged or destroyed bears to the total number of square\nfeet in the Premises.\n\n24. CONDEMNATION. If during the Term there is any taking of part or all of the\nPremises or the Building by condemnation, then the rights and obligations of the\nparties shall be as follows:\n\n     (a) MINOR TAKING. If there is a taking of less than ten percent(10%) of the\nPremises, this Lease shall remain in full force and effect.\n\n\n                                       9\n   10\n\n     (b) MAJOR TAKING. If there is a taking of ten percent (10%) or more of the\nPremises and if the remaining portion of the Premises is of such size or\nconfiguration that Tenant is unable to conduct its business in the Premises,\nthen the Term shall terminate as of the date of taking.\n\n     (c) TAKING OF PART OF THE BUILDING. If there is a taking of a part of the\nBuilding other than the Premises and if in the opinion of Landlord the Building\nshould be restored in such a way as to materially alter the Premises, then\nLandlord may terminate the Term by giving notice to such effect to Tenant within\nsixty (60) days after the date of vesting of title in the condemnor and the Term\nshall terminate as of the date specified in such notice, which date shall not be\nless than sixty (60) days after the giving of such notice.\n\n     (d) AWARD. The entire award for the Premises, the Building and the\nProperty, shall belong to and be paid to Landlord, Tenant hereby assigning to\nLandlord Tenant's interest therein, if any, provided, however, that Tenant shall\nhave the right to claim and recover from the condemnor compensation for the loss\nof any alterations made by Tenant, Tenant's trade fixtures, Tenant's personal\nproperty, moving expenses and business interruption.\n\n     (e) ABATEMENT OF RENT. If any part of the Premises is taken by condemnation\nand this Lease remains in full force and effect, on the date of taking the Rent\nshall be reduced by an amount that is in the same ratio to the Rent as the total\nnumber of square feet in the Premises taken bears to the total number of square\nfeet in the Premises immediately before the date of taking.\n\n25. ASSIGNMENT AND SUBLETTING.\n\n     (a) LANDLORD'S CONSENT; DEFINITIONS. Tenant acknowledges that the Building\nis a multi-tenant office building, occupied by tenants specifically selected by\nLandlord, and that Landlord has a legitimate interest in the type and quality of\nsuch tenants, the location of tenants in the Building and in controlling the\nleasing of space in the Building so that Landlord can better meet the particular\nneeds of its tenants and protect and enhance the relative image, position and\nvalue of the Building in the office building market. Tenant further acknowledges\nthat the rental value of the Premises may fluctuate during the Term in\naccordance with market conditions, and, as a result, the Rent paid by Tenant\nunder the Lease at any particular time may be higher or lower than the then\nmarket rental value of the Premises. Landlord and Tenant agree, and the\nprovisions of this Section are intended to so provide, that, if Tenant\nvoluntarily assigns its interest in this Lease or in the Premises or subleases\nany part or all of the Premises, one-half (1\/2) of the net profits from any\nincrease in the market rental value of the Premises shall belong solely to\nLandlord. Tenant acknowledges that, if Tenant voluntarily assigns this Lease or\nsubleases any part or all of the Premises, Tenant's investment in the subject\nportion of the Premises (specifically including, but not limited to, tenant\nimprovements, good will or other assets) may be lost or reduced as a result of\nsuch action.\n\n     (b) CONSENT REQUIRED. Tenant shall not voluntarily assign or encumber its\ninterest in this Lease or in the Premises, or sublease any part or all of the\nPremises, without Landlord's prior consent, which consent shall not be\nunreasonably withheld. Any assignment, encumbrance or sublease without\nLandlord's consent shall be voidable and, at Landlord's election, shall\nconstitute a default by Tenant under this Lease. In determining whether to\napprove a proposed assignment or sublease, Landlord shall place primary emphasis\non the proposed transferee's reputation and creditworthiness, the character of\nthe business to be conducted by the proposed transferee at the Premises and the\naffect of such assignment or subletting on the tenant mix in the Building. In\naddition, Landlord shall have the right to approve the specific form of any\nassignment or sublease agreement. In no event shall Landlord be obligated to\nconsent to any assignment or subletting which increases (i) the Operating Costs,\n(ii) the burden on the Building services, or (iii) the foot traffic, elevator\nusage or security concerns in the Building, or creates an increased probability\nof the comfort and\/or safety of the Landlord and other tenants in the Building\nbeing unreasonably compromised or reduced (for example, but not exclusively,\nLandlord may deny consent to an assignment or subletting where the space will be\nused for a school or training facility, an entertainment, sports or recreation\nfacility, retail sales to the public (unless Tenant's permitted use is retail\nsales), a personnel or employment agency, a medical office, or an embassy or\nconsulate or similar office. Landlord shall not be obligated to approve an\nassignment or subletting to (x) a current tenant of the Building or (y) a\nprospective tenant of the Building with whom Landlord is then negotiating.\nLandlord's foregoing rights and options shall continue throughout the entire\nterm of this Lease. No consent to any assignment, encumbrance or sublease shall\nconstitute a waiver of the provisions of this Section and no other or subsequent\nassignment, encumbrance or sublease shall be made without Landlord's prior\nconsent. Neither an assignment or subletting nor the collection of Rent by\nLandlord from any person other than Tenant, nor the application of any such Rent\nas provided in this Section shall be deemed a waiver of any of the provisions of\nthis Section or release Tenant from its obligation to comply with the terms and\nprovisions of this Lease and Tenant shall remain fully and primarily liable for\nall of Tenant's obligations under this Lease, including the obligation to pay\nRent under this Lease. Any personal guarantee(s) of Tenant's obligations under\nthis Lease shall remain in full force and effect following any such assignment\nor subletting. Landlord may condition approval of an assignment or subletting\nhereunder on an increase in the amount of the Security Deposit or on receipt of\npersonal guarantees of the assignee's or sublessee's obligations under this\nLease. If Landlord approves of an assignment or subletting hereunder and this\nLease contains any renewal options, expansion options, rights of first refusal,\nrights of first negotiation or any other rights or options pertaining to\nadditional space in the Building, such rights and\/or options shall not run to\nthe assignee or subtenant, it being agreed by the parties hereto that any such\nrights and options are personal to Tenant named herein and may not be\ntransferred.\n\n     (c) CONDITIONS TO ASSIGNMENT OR SUBLEASE. Tenant agrees that any instrument\nby which Tenant assigns or sublets all or any portion of the Premises shall\nexpressly provide that the assignee or subtenant may not further assign or\nsublet the assigned or sublet space without Landlord's prior consent (which\nconsent shall not, subject to Landlord's rights under Section 25(b), be\nunreasonably withheld or delayed), and that the\n\n\n                                       10\n\n   11\n\nassignee or subtenant will comply with all of the provisions of this Lease and\nthat Landlord may enforce the Lease provisions directly against such assignee or\nsubtenant. If this Lease is assigned, whether or not in violation of the terms\nand provisions of this Lease, Landlord may collect Rent from the assignee. If\nthe Premises, or any part thereof, is sublet, Landlord may, upon a default under\nthis Lease, collect rent from the subtenant. In either event, Landlord may apply\nthe amount collected from the assignee or subtenant to Tenant's obligation to\npay Rent under this Lease.\n\n     (d) EVENTS CONSTITUTING AN ASSIGNMENT OR SUBLEASE. For purposes of this\nSection, the following events shall be deemed an assignment or sublease, as\nappropriate: (i) the issuance of equity interests (whether stock, partnership\ninterests or otherwise) in Tenant, or any assignee or subtenant, if applicable,\nor any entity controlling any of them, to any person or group of related\npersons, in a single transaction or a series of related or unrelated\ntransactions, such that, following such issuance, such person or group shall\nhave Control (as defined below) of Tenant, or any assignee or subtenant, if\napplicable; or (ii) a transfer of Control of Tenant, or any assignee or\nsubtenant, if applicable, or any entity controlling any of them, in a single\ntransaction or a series of related or unrelated transactions (including, without\nlimitation, by consolidation, merger, acquisition or reorganization), except\nthat the transfer of outstanding capital stock or other listed equity interests\nby persons or parties other than \"insiders\" within the meaning of the Securities\nExchange Act of 1934, as amended, through the \"over-the-counter\" market or any\nrecognized national or international securities exchange, shall not be included\nin determining whether Control has been transferred. \"Control\" shall mean direct\nor indirect ownership of fifty percent (50%) or more of all the legal and\nequitable interest in any business entity.\n\n          Notwithstanding anything to the contrary in this Section, Tenant may\nassign this Lease or sublet the whole or any part of the Premises, including the\nRight of First Offer granted to Tenant by Landlord as set forth in Section 43 of\nthe Rider, to: (a) any corporation in whom or with which Tenant may be merged or\nconsolidated, provided that the net worth of the resulting corporation is at\nleast equal to the greater of (i) the net worth of Tenant on the date hereof, or\n(ii) the net worth of Tenant immediately prior to such merger or consolidation,\nor (b) any entity to whom Tenant sells all of its assets; provided that such\ncorporation or such entity described in (a) and (b) above expressly assumes all\nof Tenant's obligation hereunder and otherwise complies with the provisions of\nSubsection 25(c) entitled \"Conditions to Assignment or Sublease.\"\n\n     (e) PROCESSING EXPENSES. Tenant shall pay to Landlord the amount of\nLandlord's cost of processing each proposed assignment or subletting, including\nwithout limitation, attorneys' and other professional fees, and the cost of\nLandlord's administrative, accounting and clerical time (collectively,\n\"Processing Costs\"), and the amount of all direct and indirect expense incurred\nby Landlord arising from the assignee or sublessee taking occupancy of the\nsubject space, including without limitation, costs of freight elevator operation\nfor moving of furnishings and trade fixtures, security service, janitorial and\ncleaning service, rubbish removal service, costs of changing signage, and costs\nof changing locks and making new keys (collectively, \"Occupancy Costs\").\nNotwithstanding anything to the contrary herein, Landlord shall not be required\nto process any request for Landlord's consent to an assignment or subletting\nuntil Tenant has paid to Landlord the amount of Landlord's estimate of the\nProcessing Costs and the Occupancy Costs.\n\n     (f) CONSIDERATION TO LANDLORD. In the event of any assignment or sublease,\nwhether or not requiring Landlord's consent, Landlord shall be entitled to\nreceive, as Additional Rent, one-half (1\/2) of any net consideration, including\nwithout limitation, payment for leasehold improvements owned by Landlord, paid\nby the assignee or subtenant for the assignment or sublease and, in the case of\nsublease, one-half (1\/2) of the excess of the amount of rent paid for the sublet\nspace by the subtenant over the total amount of Minimum Monthly Rent under\nSection 5 and Additional Rent under Sections 7 and 9. Upon Landlord's request,\nTenant shall assign to Landlord all amounts to be paid to Tenant by the assignee\nor subtenant and shall direct such assignee or subtenant to pay the same\ndirectly to Landlord. If there is more than one sublease under this Lease, the\namounts (if any) to be paid by Tenant to Landlord pursuant to the preceding\nsentence shall be separately calculated for each sublease and amounts due\nLandlord with regard to any one sublease may not be offset against rental and\nother consideration pertaining due under any other sublease.\n\n          With regard to an approved assignment or subletting, Tenant\nacknowledges that Landlord's agreement to deal directly with the assignee or\nsubtenant with regard to such party's occupancy of the Premises and the\nadministration of the Lease, without requiring Tenant to monitor or become\ndirectly involved in such matters, constitutes appropriate and acceptable\nconsideration for the capture by Landlord of any rent or consideration paid by\nthe assignee or subtenant in excess of that required to be paid by Tenant under\nthe Lease.\n\n     (g) PROCEDURES. If Tenant desires to assign this Lease or any interest\ntherein or sublet all or part of the Premises, Tenant shall give Landlord\nwritten notice thereof designating the space proposed to be sublet and the terms\nproposed. Landlord shall have the prior right and option (to be exercised by\nwritten notice to Tenant given within fifteen (15) days after receipt of\nTenant's notice) (i) to sublet from Tenant any portion of the Premises proposed\nby Tenant to be sublet, for the term for which such portion is proposed to be\nsublet, but at the same Rent (including Additional Rent as provided for in\nSections 7 and 9) as Tenant is required to pay to Landlord under this Lease for\nthe same space, computed on a pro rata square footage basis, and during the term\nof such sublease Tenant shall be released of its obligations under the Lease\nwith regard to the subject space, (ii) if the term of the sublease (including\nany renewal terms) will expire during the final eighteen (18) months of the Term\n(or if Tenant has exercised a renewal option, if any, then during the final\neighteen (18) months of the subject renewal period), to terminate this Lease as\nit pertains to the portion of the Premises so proposed by Tenant to be sublet,\nor (iii) to approve Tenant's proposal to sublet conditional upon Landlord's\nsubsequent written approval of the specific sublease obtained by Tenant and the\nspecific subtenant named therein. If Landlord exercises its option in (i) above,\nthen Landlord may, at Landlord's sole cost, construct improvements in the\nsubject space and, so long as the improvements are suitable for general office\npurposes, Landlord shall have no obligation to restore the subject space to its\noriginal condition following the termination of the sublease. If Landlord\nexercises its option described in (iii) above, Tenant shall submit to Landlord\nfor\n\n\n                                       11\n   12\n\nLandlord's written approval Tenant's proposed sublease agreement (in which the\nproposed subtenant shall be named) together with a current reviewed or audited\nfinancial statement prepared by a certified public accountant for such proposed\nsubtenant and a credit report on such proposed subtenant prepared by a\nrecognized credit reporting agency. If Landlord falls to exercise any aforesaid\noption to sublet or to terminate, this shall not be construed as or constitute a\nwaiver of any of the provisions of this Section. If Landlord exercises any such\noption to sublet or to terminate, Landlord shall not have any liability for any\nreal estate brokerage commission(s) or with respect to any of the costs and\nexpenses that Tenant may have incurred in connection with its proposed\nsubletting, and Tenant agrees to hold Landlord harmless from and against any and\nall claims (including, without limitation, claims for commissions) arising from\nsuch proposed subletting. Landlord's foregoing rights and options shall continue\nthroughout the Term. For purposes of this Section, a proposed assignment of this\nLease in whole or in part shall be deemed a proposed subletting of such space.\n\n     (h) DOCUMENTATION. No permitted subletting by Tenant shall be effective\nuntil there has been delivered to Landlord a counterpart of the sublease in\nwhich the subtenant agrees to be and remain jointly and severally liable with\nTenant for the payment of Rent pertaining to the sublet space and for the\nperformance of all of the terms and provisions of this Lease; provided, however,\nthat the subtenant shall be liable to Landlord for rent only in the amount set\nforth in the sublease. No permitted assignment shall be effective unless and\nuntil there has been delivered to Landlord a counterpart of the assignment in\nwhich the assignee assumes all of Tenant's obligations under this Lease arising\non or after the date of the assignment. The failure or refusal of a subtenant or\nassignee to execute any such instrument shall not release or discharge the\nsubtenant or assignee from its liability as set forth above.\n\n     (i) NO MERGER. Without limiting any of the provisions of this Section, if\nTenant has entered into any subleases of any portion of the Premises, the\nvoluntary or other surrender of this Lease by Tenant, or a mutual cancellation\nby Landlord and Tenant, shall not work a merger, and shall, at the option of\nLandlord, terminate all or any existing subleases or subtenancies or, at the\noption of Landlord, operate as an assignment to Landlord of any or all such\nsubleases or subtenancies.\n\n26. DEFAULT. The occurrence of any of the following shall constitute a default\nby Tenant under this Lease:\n\n     (a) FAILURE TO PAY RENT. Failure to pay Rent when due, if the failure\ncontinues for a period of three (3) days after notice of such default has been\ngiven by Landlord to Tenant.\n\n     (b) FAILURE TO COMPLY WITH RULES AND REGULATIONS. Failure to comply with\nthe Rules and Regulations, if the failure continues for a period of ten (10)\ndays after notice of such default is given by Landlord to Tenant. If the failure\nto comply cannot reasonably be cured within ten (10) days, then Tenant shall\nnot be in default under this Lease if Tenant commences to cure the failure to\ncomply within ten (10) days and diligently and in good faith continues to cure\nthe failure to comply.\n\n     (c) OTHER DEFAULTS. Failure to perform any other provision of this Lease,\nif the failure to perform is not cured within thirty (30) days after notice of\nsuch default has been given by Landlord to Tenant. If the default cannot\nreasonably be cured within thirty (30) days, then Tenant shall not be in default\nunder this Lease if Tenant commences to cure the default within thirty (30) days\nand diligently and in good faith continues to cure the default.\n\n     (d) APPOINTMENT OF TRUSTEE OR RECEIVER. The appointment of a trustee or\nreceiver to take possession of substantially all of the Tenant's assets located\nat the Premises or of Tenant's interest in this Lease, where possession is not\nrestored to Tenant within sixty (60) days; or the attachment, execution or other\njudicial seizure of substantially all of Tenant's assets located at the Premises\nor of Tenant's interest in this Lease, where such seizure is not discharged\nwithin sixty (60) days.\n\n27. REMEDIES. If Tenant commits a default, Landlord shall have the following\nalternative remedies, which are in addition to any remedies now or later allowed\nby law:\n\n     (a) MAINTAIN LEASE IN FORCE. Maintain this Lease in full force and effect\nand recover the Rent and other monetary charges as they become due, without\nterminating Tenant's right to possession, irrespective of whether Tenant shall\nhave abandoned the Premises. If Landlord elects to not terminate the Lease,\nLandlord shall have the right to attempt to re-let the Premises at such rent and\nupon such conditions and for such a term, and to do all acts necessary to\nmaintain or preserve the Premises as Landlord deems reasonable and necessary\nwithout being deemed to have elected to terminate the Lease including removal of\nall persons and property from the Premises; such property may be removed and\nstored in a public warehouse or elsewhere at the cost of and for the account of\nTenant. In the event any such re-letting occurs, this Lease shall terminate\nautomatically upon the new Tenant taking possession of the Premises.\nNotwithstanding that Landlord fails to elect to terminate the Lease initially,\nLandlord at any time during the term of this Lease may elect to terminate this\nLease by virtue of such previous default of Tenant.\n\n     (b) TERMINATE LEASE. Terminate Tenant's right to possession by any lawful\nmeans, in which case this Lease shall terminate and Tenant shall immediately\nsurrender possession of the Premises to Landlord. In such event Landlord shall\nbe entitled to recover from Tenant all damages incurred by Landlord by reason of\nTenant's default including without limitation thereto, the following: (i) The\nworth at the time of award of any unpaid Rent which had been earned at the time\nof such termination; plus (ii) the worth at the time of award of the amount by\nwhich the unpaid Rent which would have been earned after termination until the\ntime of award exceeds the amount of such rental loss that Tenant proves could\nhave been reasonably avoided; plus (iii) the worth at the time of award of the\namount by which the unpaid Rent for the balance of the Term after the time of\naward exceeds the amount of such rental loss that is proved could be reasonably\navoided; plus (iv) any other amount necessary to compensate Landlord for all the\ndetriment proximately caused by Tenant's failure to\n\n\n                                       12\n\n   13\n\nperform its obligations under this Lease or which in the ordinary course of\nthings would be likely to result therefrom, including without limitation, any\ncosts or expenses incurred by Landlord in (A) retaking possession of the\nPremises, including reasonable attorney fees therefor, (B) maintaining or\npreserving the Premises after such default, (C) preparing the Premises for\nreletting to a new tenant, including repairs or necessary alterations to the\nPremises for such reletting, (D) leasing commissions, and (E) any other costs\nnecessary or appropriate to relet the Premises; plus (v) at Landlord's election,\nsuch other amounts in addition to or in lieu of the foregoing as may be\npermitted from time to time by applicable state law. Upon any such re-entry\nLandlord shall have the right to make any reasonable repairs, alterations or\nmodifications to the Premises, which Landlord in its sole discretion deems\nreasonable and necessary. As used in Subsection 27(b)(i) the \"worth at the time\nof award\" is computed by allowing interest at the rate of eighteen percent (18%)\nper year from the date of default. As used in Subsections 27(b)(ii) and\n27(b)(iii) the \"worth at the time of award\" is computed by discounting such\namounts at the discount rate of eight percent (8%) per year.\n\n28. BANKRUPTCY.\n\n     (a) ASSUMPTION OF LEASE. If Tenant becomes a Debtor under Chapter 7 of the\nBankruptcy Code (\"Code\") or a petition for reorganization or adjustment of debts\nis filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding\nis filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of\nthe Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not\nelect to assume this Lease unless, at the time of such assumption, the Trustee\nor Tenant has:\n\n          (i) Cured all defaults under the Lease and paid all sums due and owing\nunder the Lease or provided Landlord with \"Adequate Assurance\" (as defined\nbelow) that:(i) within ten (10) days from the date of such assumption, the\nTrustee or Tenant will completely pay all sums due and owing under this Lease\nand compensate Landlord for any actual pecuniary loss resulting from any\nexisting default or breach of this Lease, including without limitation,\nLandlord's reasonable costs, expenses, accrued interest, and attorneys' fees\nincurred as a result of the default or breach; (ii) within twenty (20) days from\nthe date of such assumption, the Trustee or Tenant will cure all non-monetary\ndefaults and breaches under this Lease, or, if the nature of such non-monetary\ndefaults is such that more than twenty (20) days are reasonably required for\nsuch cure, that the Trustee or Tenant will commence to cure such non-monetary\ndefaults within twenty (20) days and thereafter diligently prosecute such cure\nto completion; and (iii) the assumption will be subject to all of the provisions\nof this Lease.\n\n          (ii) For purposes of this Section, Landlord and Tenant acknowledge\nthat, in the context of a bankruptcy proceeding involving Tenant, at a minimum,\n\"Adequate Assurance\" shall mean:(i) the Trustee or Tenant has and will continue\nto have sufficient unencumbered assets after the payment of all secured\nobligations and administrative expenses to assure Landlord that the Trustee or\nTenant will have sufficient funds to fulfill the obligations of Tenant under\nthis Lease; (ii) the Bankruptcy Court shall have entered an Order segregating\nsufficient cash payable to Landlord and\/or the Trustee or Tenant shall have\ngranted a valid and perfected first lien and security interest and for mortgage\nin or on property of Trustee or Tenant acceptable as to value and kind to\nLandlord, to secure to Landlord the obligation of the Trustee or Tenant to cure\nthe monetary and\/or non-monetary defaults and breaches under this Lease within\nthe time periods set forth above; and (iii) the Trustee or Tenant, at the very\nminimum, shall deposit a sum equal to two (2) month's Minimum Monthly Rent to be\nheld by Landlord (without any allowance for interest thereon) to secure Tenant's\nfuture performance under the Lease.\n\n     (b) ASSIGNMENT OF LEASE. If the Trustee or Tenant has assumed the Lease\npursuant to the provisions of this Section for the purpose of assigning Tenant's\ninterest hereunder to any other person or entity, such interest may be assigned\nonly after the Trustee, Tenant or the proposed assignee have complied with all\nof the terms, covenants and conditions of this Lease, including, without\nlimitation, those with respect to Additional Rent. Landlord and Tenant\nacknowledge that such terms, covenants and conditions are commercially\nreasonable in the context of a bankruptcy proceeding of Tenant. Any person or\nentity to which this Lease is assigned pursuant to the provisions of the Code\nshall be deemed without further act or deed to have assumed all of the\nobligations arising under this Lease on and after the date of such assignment.\nAny such assignee shall upon request execute and deliver to Landlord an\ninstrument confirming such assignment.\n\n     (c) ADEQUATE PROTECTION. Upon the filing of a petition by or against Tenant\nunder the Code, Tenant, as Debtor and as Debtor-In-Possession, and any Trustee\nwho may be appointed agree to adequately protect Landlord as follows:(i) to\nperform each and every obligation of Tenant under this Lease until such time as\nthis Lease is either rejected or assumed by Order of the Bankruptcy Court, (ii)\nto pay all monetary obligations required under this Lease, including without\nlimitation, the payment of Minimum Monthly Rent, Tenant's Share of Real Property\nTaxes, Tenant's Share of Operating Costs and any other sums payable by Tenant to\nLandlord under this Lease which is considered reasonable compensation for the\nuse and occupancy of the Premises; (iii) provide Landlord a minimum of thirty\n(30) days prior written notice, unless a shorter period is agreed to in writing\nby the parties, of any proceeding relating to any assumption of this Lease or\nany intent to abandon the Premises, which abandonment shall be deemed a\nrejection of this Lease; and (iv) to perform to the benefit of Landlord as\notherwise required under the Code. The failure of Tenant to comply with the\nabove shall result in an automatic rejection of this Lease.\n\n29. LIMITATION OF ACTIONS. Any claim, demand, right or defense of any kind by\nTenant which is based upon or arises in connection with this Lease or the\nnegotiations prior to its execution, shall be barred unless Tenant commences an\naction thereon, or interposes in a legal proceeding a defense by reason thereof,\nwithin one (1) year after the date of the act or omission on which such claim,\ndemand, right or defense is based.\n\n30. LIMITATION ON LANDLORD'S LIABILITY. Anything in this Lease to the contrary\nnotwithstanding, covenants, undertakings and agreements herein made on the part\nof Landlord are made and intended not as personal\n\n\n                                       13\n\n   14\n\ncovenants, undertakings and agreements or for the purpose of binding Landlord\npersonally or the assets of Landlord except Landlord's interest in the\nProperty, but are made and intended for the purpose of binding only the\nLandlord's interest in the Property. No personal liability or personal\nresponsibility is assumed by, nor shall at any time be asserted or enforceable\nagainst Landlord or its partners and their respective heirs, legal\nrepresentatives, successors and assigns on account of this Lease or on account\nof any covenant, undertaking or agreement of Landlord contained in this Lease.\n\n31. SIGNS. Tenant shall not have the right to place, construct or maintain any\nsign, advertisement, awning, banner or other exterior decoration without\nLandlord's consent, which shall not be unreasonably withheld. Any sign that\nTenant has Landlord's consent to place, construct and maintain shall comply with\nall laws, and Tenant shall obtain any approval required by such laws. Landlord\nmakes no representation with respect to Tenant's ability to obtain such\napproval.\n\n32. LANDLORD'S RIGHT TO ENTER THE PREMISES. Landlord and its authorized\nrepresentatives shall have the right to enter the Premises at reasonable times\nand upon reasonable prior notice (except in an emergency when no such notice\nshall be required) for any of the following purposes: (i) to determine whether\nthe Premises are in good condition and whether Tenant is complying with its\nobligations under this Lease, (ii) to do any maintenance; to make any\nrestoration to the Premises or the Building that Landlord has the right or the\nobligation to perform, and to make any improvements to the Premises or the\nBuilding that Landlord deems necessary, (iii) to serve, post or keep posted any\nnotices required or allowed under the provisions of this Lease, (iv) to post any\nordinary \"For Sale\" signs at any time during the Term and to post any ordinary\n\"For Lease\" signs during the last ninety (90) days of the Term, and (v) to show\nthe Premises to prospective brokers, agents, purchasers, tenants or lenders, at\nany time during the Term.\n\n          Landlord shall not be liable in any manner for any inconvenience,\nannoyance, disturbance, loss of business, nuisance, or other damage arising out\nof Landlord's entry on the Premises as provided in this Section, except damage\nresulting from the negligent or willful acts of Landlord or its authorized\nrepresentatives. Tenant shall not be entitled to an abatement or reduction of\nRent if Landlord exercises any right reserved in this Section. Landlord shall\nconduct its activities on the Premises as allowed in this Section in a\nreasonable manner so as to cause minimal inconvenience, annoyance or disturbance\nto Tenant.\n\n33. SUBORDINATION. This Lease is and shall be prior to any mortgage recorded\nafter the date of this Lease affecting the Property. If, however, a lender\nrequires that this Lease be subordinate to any mortgage, this Lease shall be\nsubordinate to that mortgage if Landlord first obtains from the lender a written\nagreement that provides substantially the following:\n\n               \"As long as Tenant performs its obligations under this Lease, no\n        foreclosure of, deed given in lieu of foreclosure of, or sale under the\n        mortgage, and no steps or procedures taken under the mortgage, shall\n        affect Tenant's rights under this Lease. \"\n\n        Tenant shall attorn to, any purchaser at any foreclosure sale, or to any\ngrantee or transferee designated in any deed given in lieu of foreclosure.\nTenant shall execute the written agreement and any other documents required by\nthe lender to accomplish the purposes of this Section.\n\n34. RIGHT TO ESTOPPEL CERTIFICATES. Tenant, within ten (10) days after notice\nfrom Landlord, shall execute and deliver to Landlord, in recordable form, a\ncertificate stating that this Lease is unmodified and in full force and effect,\nor in full force and effect as modified and stating the modifications. The\ncertificate shall also state the amount of Minimum Monthly Rent, the dates to\nwhich Rent has been paid in advance, and the amount of any Prepaid Rent or\nSecurity Deposit and such other matters as Landlord may reasonably request.\nFailure to deliver the certificate within such ten (10) day period shall be\nconclusive upon Tenant for the benefit of Landlord and any successor to\nLandlord, that this Lease is in full force and effect and has not been modified\nexcept as may be represented by Landlord requesting the certificate.\n\n35. TRANSFER OF LANDLORD'S INTEREST. If Landlord sells or transfers the\nProperty, Landlord, on consummation of the sale or transfer, shall be released\nfrom any liability thereafter accruing under this Lease if Landlord's successor\nhas assumed in writing, for the benefit of Tenant, Landlord's obligations under\nthis Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant,\nLandlord shall transfer such Security Deposit or Prepaid Rent to Landlord's\nsuccessor and on such transfer Landlord shall be discharged from any further\nliability with respect to such Security Deposit or Prepaid Rent.\n\n36. ATTORNEYS' FEES. If either party shall bring any action for relief against\nthe other party, declaratory or otherwise, arising out of this Lease, including\nany action by Landlord for the recovery of Rent or possession of the Premises,\nthe losing party shall pay the successful party a reasonable sum for attorneys'\nfees which shall be deemed to have accrued on the commencement of such action\nand shall be paid whether or not such action is prosecuted to judgment.\n\n37. SURRENDER; HOLDING OVER.\n\n     (a) SURRENDER. On expiration or ten (10) days after termination of the\nTerm, Tenant shall surrender the Premises and all Tenant's improvements and\nalterations to Landlord broom clean and in good condition. Tenant shall remove\nall of its trade fixtures and personal property within the time period stated in\nthis Section. Tenant, at its cost, shall perform all restoration made necessary\nby, and repair any damage to the Premises caused by, the removal of its trade\nfixtures, personal property and signs to Landlord's reasonable satisfaction\nwithin the time period stated in this Section. Landlord may, at its election,\nretain or dispose of in any manner any of Tenant's trade fixtures or personal\nproperty that Tenant does not remove from the Premises on expiration or within\nten (10) days after termination of the Term as allowed or required by the\nprovisions of this\n\n\n                                       14\n\n   15\n\nLease by giving ten (10) days notice to Tenant. Title to any such trade fixtures\nand personal property that Landlord elects to retain or dispose of on expiration\nof such ten (10) day period shall vest in Landlord. Tenant waives all claims\nagainst Landlord for any damage to Tenant resulting from Landlord's retention or\ndisposition of any such trade fixtures and personal property. Tenant shall be\nliable to Landlord for Landlord's costs for storing, removing and disposing of\nTenant's trade fixtures and personal property. If Tenant fails to surrender the\nPremises to Landlord on expiration or ten (10) days after termination of the\nTerm as required by this Section, Tenant shall pay Landlord Rent in an amount\nequal to one and one-half (1-1\/2) times the Minimum Monthly Rent applicable for\nthe month immediately prior to the expiration or termination of the Term for the\nentire time Tenant thus remains in possession and Tenant shall hold Landlord\nharmless from all damages resulting from Tenant's failure to timely surrender\nthe Premises, including without limitation, (i) any Rent payable by, or any\ndamages claimed by, any prospective tenant of any part or all of the Premises,\nand (ii) Landlord's damages resulting from such prospective tenant rescinding or\nrefusing to enter into the prospective lease of part or all of the Premises by\nreason of Tenant's failure to timely surrender the Premises. If Tenant, without\nLandlord's prior consent, remains in possession of the Premises after expiration\nor termination of the Term, or after the date in any notice given by Landlord to\nTenant terminating this Lease, such possession by Tenant shall be deemed to be a\ntenancy at sufferance terminable at any time by either party.\n\n     (b) HOLDING OVER WITH LANDLORD'S CONSENT. If Tenant, with Landlord's prior\nconsent, remains in possession of the Premises after expiration or termination\nof the Term, or after the date in any notice given by Landlord to Tenant\nterminating this Lease, such possession by Tenant shall be deemed to be a\nmonth-to-month tenancy terminable by Landlord by a notice given to Tenant at\nleast twenty (20) days prior to the end of any such monthly period or by Tenant\nby a notice given to Landlord at least thirty (30) days prior to the end of any\nsuch monthly period. During such month-to-month tenancy, Tenant shall pay Rent\nin the amount then agreed to in writing by Landlord and Tenant. All provisions\nof this Lease, except those pertaining to term, shall apply to the\nmonth-to-month tenancy.\n\n38.   AGENCY DISCLOSURE; BROKER.\n\n     (a) AGENCY DISCLOSURE. Martin Smith Inc hereby discloses that it represents\nthe Landlord in this transaction.\n\n     (b) BROKER. Landlord and Tenant each represent to the other that neither is\nrepresented by any broker, agent or finder with respect to this Lease in any\nmanner, except the Broker(s). The commission due to the Broker(s) shall be paid\nby Landlord pursuant to a separate agreement. Each party agrees to indemnify and\nhold the other party harmless from and against any and all liability, costs,\ndamages, causes of action or other proceedings instituted by any broker, agent\nor finder, licensed or otherwise, claiming through, under or by reason of the\nconduct of the indemnifying party in any manner whatsoever in connection with\nthis Lease. If Tenant engages a broker, agent or finder other than Washington\nPartners, Inc. to represent Tenant in connection with any renewal of this Lease,\nthen the commission or any fee of such broker, agent or finder shall be paid by\nTenant.\n\n39. INTEREST ON UNPAID RENT. In addition to the Late Charge as provided in\nSection 5(b), Rent not paid when due shall bear interest from the date due until\npaid at the rate of eighteen percent (18%) per year, or the maximum legal rate\nof interest, whichever is less.\n\n40. CONSENT. Whenever the consent of either Landlord or Tenant is required under\nthis Lease, such consent shall not be effective unless given in writing and\nshall not be unreasonably withheld or delayed, provided, however, that such\nconsent may be conditioned as provided in this Lease.\n\n41. DEFINITIONS. As used in this Lease, the following words and phrases, whether\nor not capitalized, shall have the following meanings:\n\n     (a) \"Additional Rent\" means pass-throughs of increases in Operating Costs\nand Taxes, as defined in this Lease, and other monetary sums to be paid by\nTenant to Landlord under the provisions of this Lease.\n\n     (b) \"Alteration\" means any addition or change to, or modification of, the\nPremises made by Tenant, including without limitation, fixtures, but excluding\ntrade fixtures as defined in this Section.\n\n     (c)\"Authorized representatives\" means any officer, agent, employee,\nindependent contractor or invitee of either party.\n\n     (d)\"Award\" means all compensation, sums or anything of value awarded, paid\nor received on a total or partial condemnation.\n\n     (e) \"Common Areas\" means all areas outside the Premises and within the\nBuilding or on the Land that are provided and designated by Landlord from time\nto time for the general, non-exclusive use of Landlord, Tenant and other tenants\nof the Building and their authorized representatives, including without\nlimitation, common entrances, lobbies, corridors, stairways and stairwells,\nelevators, escalators, public restrooms and other public portions of the\nBuilding.\n\n     (f) \"Condemnation\" means the exercise of any governmental power, whether by\nlegal proceedings or otherwise, by a condemnor and a voluntary sale or transfer\nby Landlord to any condemnor, either under threat of condemnation or while legal\nproceedings for condemnation are pending.\n\n     (g) \"Condemnor\" means any public or quasi-public authority or entity having\nthe power of condemnation.\n\n                                       15\n   16\n\n     (h) \"Damage\" means any injury, deterioration, or loss to a person,\nproperty, the Premises or the Building caused by another person's acts or\nomissions or by Acts of God. Damage includes death.\n\n     (i) \"Damages\" means a monetary compensation or indemnity that can be\nrecovered in the courts by any person who has suffered damage to his person,\nproperty or rights through another's acts or omissions.\n\n     (j) \"Date of taking\" means the date the condemnor has the right to\npossession of the property being condemned.\n\n     (k) \"Encumbrance\" means any mortgage, deed of trust or other written\nsecurity device or agreement affecting the Premises, and the note or other\nobligation secured by it, that constitutes security for the payment of a debt or\nperformance of an obligation.\n\n     (l) \"Expiration\" means the coming to an end of the time specified in the\nLease as its duration, including any extension of the Term.\n\n     (m) \"Force majeure\" means strikes, lockouts, labor disputes, shortages of\nlabor or materials, fire or other casualty, Acts of God or any other cause\nbeyond the reasonable control of a party.\n\n     (n) \"Good condition\" means the good physical condition of the Premises and\neach portion of the Premises, including without limitation, all of the Tenant\nImprovements, Tenant's alterations, Tenant's trade fixtures, Tenant's Personal\nProperty, all as defined In this Section, signs, walls, interior partitions,\nwindows, window coverings, glass, doors, carpeting and resilient flooring,\nceiling files, plumbing fixtures and lighting fixtures, all of which shall be in\nconformity with building standard finishes, ordinary wear and tear, damage by\nfire or other casualty and taking by condemnation excepted.\n\n     (o) \"Hazardous substances\" means any industrial waste, toxic waste,\nchemical contaminant or other substance considered hazardous, toxic or lethal to\npersons or property or designated as hazardous, toxic or lethal to persons or\nproperty under any laws, including without limitation, asbestos material or\nmaterials containing asbestos.\n\n     (p) \"Hold harmless\" means to defend and indemnify from all liability,\nlosses, penalties, damages as defined in this Section, costs, expenses\n(including without limitation, attorneys' fees), causes of action, claims or\njudgments arising out of or related to any damage, as defined in this Section,\nto any person or property.\n\n     (q) \"Law\" means any constitution, statute, ordinance, regulation, rule,\nresolution, judicial decision, administrative order or other requirement of any\nfederal, state, county, municipal or other governmental agency or authority\nhaving jurisdiction over the parties or the Property, or both, in effect either\nat the time of execution of this Lease or at any time during the Term, including\nwithout limitation, any regulation or order of a quasi-official entity or body\n(e.g. board of fire examiners or public utilities) and any legally effective\nconditions, covenants or restrictions affecting the Property.\n\n     (r) \"Lender\" means the mortgagee, beneficiary, secured party or other\nholder of an encumbrance, as defined in this Section.\n\n     (s) \"Lien\" means a charge imposed on the Premises by someone other than\nLandlord, by which the Premises are made security for the performance of an act.\n\n     (t) \"Maintenance\" means repairs, replacement, repainting and cleaning.\n\n     (u) \"Mortgage\" means any deed of trust, mortgage or other written security\ndevice or agreement affecting the Premises, and the note or other obligation\nsecured by it, that constitutes security for the payment of a debt or\nperformance of an obligation.\n\n     (v) \"Mortgagee\" means the beneficiary under a deed of trust or mortgagee\nunder a mortgage.\n\n     (w) \"Mortgagor\" means the grantor or trustor under a deed of trust or\nmortgagor under a mortgage.\n\n     (x) \"Operating Costs\" means all costs of any kind incurred by Landlord in\noperating, cleaning, equipping, protecting, lighting, repairing, replacing,\nheating, air-conditioning, maintaining and insuring the Property. Operating\nCosts shall include, without limitation, the following costs: (i) salaries,\nwages, bonuses and other compensation (including hospitalization, medical,\nsurgical, retirement plan, pension plan, union dues, life insurance, including\ngroup life insurance, welfare and other fringe benefits, and vacation, holidays\nand other paid absence benefits) relating to employees of Landlord or its agents\ndirectly engaged in the operation, repair, or maintenance of the Property; (ii)\npayroll, social security, workers' compensation, unemployment and similar taxes\nwith respect to such employees of Landlord or its authorized representatives,\nand the cost of providing disability or other benefits imposed by law or\notherwise, with respect to such employees; (iii) uniforms (including the\ncleaning, replacement and pressing thereof) provided to such employees; (iv)\npremiums and other charges incurred by Landlord with respect to fire,\nearthquake, other casualty, all risk, rent loss and liability insurance, any\nother insurance as is deemed necessary or advisable in the reasonable judgment\nof Landlord and, after the Base Year, costs of repairing an insured casualty to\nthe extent of the deductible amount under the applicable insurance policy; (v)\nwater charges and sewer rents or fees; (vi) license, permit and inspection fees;\n(vii) sales, use and excise taxes on goods and services purchased by Landlord in\nconnection with the operation, maintenance or repair of the Property and\nBuilding systems and equipment; (viii) telephone, facsimile, messenger, express\ndelivery service, postage, stationery supplies and other expenses incurred in\n\n                                       16\n   17\n\nconnection with the operation, management, maintenance, or repair of the\nProperty; (ix) property management fees and expenses; (x) repairs to and\nphysical maintenance of the Property, including building systems and\nappurtenances thereto and normal repair and replacement of worn-out equipment,\nfacilities and installations, but excluding the replacement of major building\nsystems (except to the extent provided in (xvi) and (xvii) below); (xi)\njanitorial, window cleaning, security, extermination, water treatment, rubbish\nremoval, plumbing and other services and inspection or service contracts for\nelevator, electrical, HVAC, mechanical and other building equipment and systems\nor as may otherwise be necessary or proper for the operation or maintenance of\nthe Property; (xii) supplies, tools, materials, and equipment used in connection\nwith the operation, maintenance or repair of the Property; (xiii) accounting,\nlegal and other professional fees and expenses; (xiv) painting the exterior or\nthe public or common areas of the Building and the cost of maintaining the\nsidewalks, landscaping and other common areas of the Property; (xv) all costs\nand expenses for electricity, chilled water, air conditioning, water for\nheating, gas, fuel, steam, heat, lights, power and other energy related\nutilities required in connection with the operation, maintenance and repair of\nthe Property; (xvi) the cost of any improvements which Landlord elects to\ncapitalize made by Landlord to the Property during the Term in compliance with\nthe requirements of any laws or regulation or insurance requirement with which\nthe Property was not required to comply during the Base Year, as reasonably\namortized by Landlord, with interest on the unamortized balance at the rate of\ntwelve percent (12%) per year, or the maximum legal rate of interest, whichever\nis less; (xvii) the cost of any improvements which Landlord elects to capitalize\nmade by Landlord to the Property during the term of this Lease for the\nprotection of the health and safety of the occupants of the Property or that are\nintended to reduce other Operating Costs, as reasonably amortized by Landlord,\nwith interest on the unamortized balance at the rate of twelve percent (12%) per\nyear, or the maximum legal rate of interest, whichever is less; (xviii) a\nreasonable reserve for repair or replacement of equipment used in the\nmaintenance or operation of the Property; (xix) the cost of furniture,\ndraperies, carpeting, landscaping and other customary and ordinary items of\npersonal property (excluding paintings, sculptures and other works of art)\nprovided by Landlord for use in common areas of the Building or in the Building\noffice (to the extent that such Building office is dedicated to the operation\nand management of the Property), such costs to be amortized over the useful life\nthereof; (xx) any such expenses and costs resulting from substitution of work,\nlabor, material or services in lieu of any of the above itemizations, or for any\nsuch additional work, labor, services or material resulting from compliance with\nany laws or orders applicable to the Property; (xxi) Building office rent or\nrental value; and (xxii) all other costs which, in accordance with generally\naccepted accounting principles used by Landlord, as applied to the maintenance\nand operation of office and\/or retail buildings, are property chargeable to the\noperation and maintenance of the Property,\n\n        Operating Costs shall not include the following: (i) depreciation on the\nBuilding; (ii) debt service; (iii) capital improvements, except as otherwise\nprovided in clauses (xvi) and (xvii) above, (iv) rental under any ground or\nunderlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses\nincurred in connection with lease negotiations with prospective tenants; (vii)\nthe cost of tenant improvements; (viii) advertising expenses; or (ix) real\nestate broker's or other leasing commissions.\n\n     (y) \"Parties\" means Landlord and Tenant.\n\n     (z) \"Party\" means Landlord or Tenant.\n\n     (aa) \"Person\" means one or more human beings, or legal entities or other\nartificial persons, including without limitation, partnerships, corporations,\ntrusts, estates, associations and any combination of human beings and legal\nentities.\n\n     (bb) \"Property\" means the Premises, Building and Land.\n\n     (cc) \"Provision\" means any term, agreement, covenant, condition, clause,\nqualification, restriction, reservation, or other stipulation in the Lease that\ndefines or otherwise controls, establishes, or limits the performance required\nor permitted by either party.\n\n     (dd)\"Real Property Taxes\" means any form of tax, assessment, general\nassessment, special assessment, lien, levy, bond obligation, license fee,\nlicense tax, tax or excise on rent, or any other levy, charge or expense,\ntogether with any statutory interest thereon, (individually and collectively,\nthe \"Impositions\"), now or hereafter imposed or required by any authority having\nthe direct or indirect power to tax, including any federal, state, county or\ncity government or any school, agricultural, lighting, drainage or other\nimprovement or special assessment district thereof, (individually and\ncollectively, the \"Governmental Agencies\") on any interest of Landlord or Tenant\nor both (including any legal or equitable interest of Landlord or its mortgagee,\nif any) in the Premises or the Property, including without limitation:\n\n          (i) any Impositions upon, allocable to or measured by the area of the\nPremises or the Property, or the rental payable hereunder, including without\nlimitation, any gross income tax or excise tax levied by any Governmental\nAgencies with respect to the receipt of such rental; or\n\n          (ii) any Impositions upon or with respect to the possession, leasing,\noperation, management, maintenance, alteration, repair or use or occupancy by\nTenant of the Premises or any portion thereof; or\n\n          (iii) any Impositions upon or with respect to the building equipment\nand personal property used in connection with the operation and maintenance of\nthe Property or upon or with respect to the furniture, fixtures and decorations\nin the common areas of the Property.\n\n          (iv) any Impositions upon this Lease or this transaction or any\ndocument to which Tenant is a party creating or transferring an interest or an\nestate in the Premises; or\n\n\n                                       17\n\n   18\n\n          (v) any Impositions by Governmental Agencies (whether or not such\nImpositions constitute tax receipts) in substitution, partially or totally, of\nany impositions now or previously included within the definition of real\nproperty taxes, including those calculated to increase tax increments to\nGovernmental Agencies and to pay for such services as fire protection, water\ndrainage, street, sidewalk and road maintenance, refuse removal or other\ngovernment all services formerly provided without charge to property owners or\noccupants; or\n\n          (vi) any and all costs, including without limitation, the fees of\nattorneys, tax consultants and experts, incurred by Landlord should Landlord\nelect to negotiate or contest the amount of such real property taxes in formal\nor informal proceedings before the Governmental Agency imposing such real\nproperty taxes; provided, however, that real property taxes shall in no event\ninclude Landlord's general income, inheritance, estate, gift or franchise taxes.\n\n     (ee) \"Rent\" means Minimum Monthly Rent, as adjusted from time to time under\nthis Lease, Additional Rent, Prepaid Rent, Security Deposit, all as defined in\nthis Section, payments of Tenant's Share of increases in Real Property Taxes and\nOperating Costs, insurance, utilities and other charges payable by Tenant to\nLandlord.\n\n     (ff) \"Rentable square feet of space\" as to the Premises or the Building, as\nthe case may be, means the number of usable square feet of space times the\napplicable R\/U Ratio(s) as defined in this Section.\n\n     (gg) \"Restoration\" means the reconstruction, rebuilding, rehabilitation and\nrepairs that are necessary to return damaged portions of the Premises and the\nBuilding to substantially the same physical condition as they were in\nimmediately before the damage,\n\n     (hh) \"R\/U Ratio\" means the rentable area of a floor of the Building divided\nby the usable area of such floor, both of which shall be computed in accordance\nwith American National Standard Z65.1-1996 Method of Measuring Floor Space in\nOffice Buildings as published by the Building Owners and Managers Association,\nas amended from time to time.\n\n     (ii) \"Substantially complete\" or \"substantially completed\" or \"substantial\ncompletion\" means the completion of Landlord's construction obligation, subject\nto completion or correction of \"punch list\" items, that is, minor items of\nincomplete or defective work or materials or mechanical maladjustments that are\nof such a nature that they do not materially interfere with or impair Tenant's\nuse of the Premises for the Permitted Use.\n\n     (jj) \"Successor\" means assignee, transferee, personal representative, heir,\nor other person or entity succeeding lawfully, and pursuant to the provisions of\nthis Lease, to the rights or obligations of either party.\n\n     (kk) \"Tenant Improvements\" means (i) the improvements and alterations set\nforth in Exhibit C, (ii) window coverings, lighting fixtures, plumbing fixtures,\ncabinetry and other fixtures installed by either Landlord or Tenant at any time\nduring the Term, and (iii) any improvements and alterations of the Premises made\nfor Tenant by Landlord at any time during the Term.\n\n     (11) \"Tenant's personal property\" means Tenant's equipment, furniture, and\nmovable property placed in the Premises by Tenant.\n\n     (mm) \"Tenant's trade fixtures\" means any property attached to the Premises\nby Tenant.\n\n     (nn) \"Termination\" means the ending of the Term for any reason before\nexpiration, as defined in this Section.\n\n     (oo) \"Work\" means the construction of any improvements or alterations or\nthe performance of any repairs done by Tenant or caused to be done by Tenant on\nthe Premises as permitted by this Lease.\n\n42. MISCELLANEOUS PROVISIONS.\n\n     (a) ENTIRE AGREEMENT. This Lease sets forth the entire agreement of the\nparties as to the subject matter hereof and supersedes all prior discussions and\nunderstandings between them. This Lease may not be amended or rescinded in any\nmanner except by an instrument in writing signed by a duly authorized officer or\nrepresentative of each party hereto.\n\n     (b) GOVERNING LAW. This Lease shall be governed by, and construed and\nenforced in accordance with, the laws of the State of Washington.\n\n     (c) SEVERABILITY. Should any of the provisions of this Lease be found to be\ninvalid, illegal or unenforceable by any court of competent jurisdiction, such\nprovision shall be stricken and the remainder of this Lease shall nonetheless\nremain in full force and effect unless striking such provision shall materially\nalter the intention of the parties.\n\n     (d) JURISDICTION. In the event any action is brought to enforce any of the\nprovisions of this Lease, the parties agree to be subject to exclusive in\npersonam jurisdiction in the Superior Court, King County, for the State of\nWashington or in the United States District Court for the Western District of\nWashington and agree that in any such action venue shall lie exclusively at\nSeattle, Washington.\n\n     (e) WAIVER. No waiver of any right under this Lease shall be effective\nunless contained in a writing signed by a duly authorized officer or\nrepresentative of the party sought to be charged with the waiver and no\n\n\n                                       18\n\n   19\n\nwaiver of any right arising from any breach or failure to perform shall be\ndeemed to be a waiver of any future right or of any other right arising under\nthis Lease.\n\n     (f) CAPTIONS. Section captions contained in this Lease are included for\nconvenience only and form no part of the agreement between the parties.\n\n     (g) NOTICES. All notices or requests required or permitted under this Lease\nshall be in writing. If given by Landlord such notices or requests may be\npersonally delivered or sent by certified mail, return receipt requested,\npostage prepaid. If given by Tenant such notices or requests may be personally\ndelivered or sent by certified mail, return receipt requested, postage prepaid.\nSuch notices or requests shall be deemed given when so delivered or mailed,\nirrespective of whether such notice or request is actually received by the\naddressee. All notices or requests to Landlord shall be sent to Landlord at\nLandlord's Address for Notice and all notices or requests to Tenant shall be\nsent to Tenant at Tenant's Address for Notice. Either party may change the\naddress to which notices shall be sent by notice to the other party.\n\n     (h) BINDING EFFECT. Subject to the provisions of Section 25 captioned\n\"Assignment and Subletting\", this Lease shall be binding upon, and inure to the\nbenefit of, the parties hereto and their respective successors and assigns. No\npermitted assignment of this Lease or Tenant's rights hereunder shall be\neffective against Landlord unless and until an executed counterpart of the\ninstrument of assignment shall have been delivered to Landlord and Landlord\nshall have been furnished with the name and address of the assignee. The term\n\"Tenant\" shall be deemed to include the assignee under any such permitted\nassignment.\n\n     (i) EFFECTIVENESS. This Lease shall not be binding or effective until\nproperly executed and delivered by Landlord and Tenant.\n\n     (j) GENDER AND NUMBER. As used in this Lease, the masculine shall include\nthe feminine and neuter, the feminine shall include the masculine and neuter,\nthe neuter shall include the masculine and feminine, the singular shall include\nthe plural and the plural shall include the singular, as the context may\nrequire.\n\n     (k) TIME OF THE ESSENCE. Time is of the essence in the performance of all\ncovenants and conditions in this Lease for which time is a factor.\n\nDated the date first above written.\n\nLANDLORD:                               TENANT:\nPacific NW Title Building, Inc.,        Amazon.com, Inc., a Delaware corporation\na Washington corporation\n\nBy  \/s\/ PETER MURPHY                    By    \/s\/ OSWALDO DUENAS\n    ---------------------------------         ----------------------------------\nIts PRES.                               Its   VP OPERATIONS\n    ---------------------------------         ----------------------------------\n\nBy                                      By\n    ---------------------------------         ----------------------------------\nIts                                     Its\n    ---------------------------------         ----------------------------------\n\n\nThis Lease has been prepared for submission to you and your attorney. Martin\nSmith Inc is not authorized to give legal or tax advice. Neither Landlord nor\nMartin Smith Inc makes any representations or recommendations as to the legal\nsufficiency, legal effect or tax consequences of this document or any\ntransaction relating thereto. These are questions for your attorney with whom\nyou should consult before signing the document to determine whether your legal\nrights are adequately protected.\n\n\n                                [Notary attached]\n\n\n                                       19\n\n   20\nSTATE OF  WASHINGTON  )\n                      ) ss.\nCOUNTY OF KING        )\n\nI certify that I know or have satisfactory evidence that OSWALDO DUENAS is the\nperson who appeared before me, and said person acknowledged that he\/she signed\nthis instrument, on oath stated that he\/she was authorized to execute the\ninstrument, and acknowledged it as the (title) VP OPERATIONS of (entity)\nAMAZON.COM a DELAWARE CORP. to be the free and voluntary act of such party for\nthe uses and purposes mentioned in the instrument.\n\nWitness my hand seal this 23 day March 1998.\n\n                                   \/s\/ LAURA LEE ELDER\n                                   ---------------------------------------------\n[SEAL]                                            Notary Public\n\n                                   (Print Name) LAURA LEE ELDER\n                                                --------------------------------\n                                   Residing at  MTLK TERR, WA\n                                                --------------------------------\n                                   My Commission Expires: 11-20-01\n                                                          ----------------------\n\nSTATE 0F _____________)\n                      ) ss.\nCOUNTY OF ____________)\n\nI certify that I know or have satisfactory evidence that\n__________________________________ is the person who appeared before me, and\nsaid person acknowledged that he\/she signed this instrument, on oath stated that\nhe\/she was authorized to execute the instrument, and acknowledged it as the\n(title)____________________________ of (entity)______________________ , a\n_____________________ to be the free and voluntary act of such party for the\nuses and purposes mentioned in the instrument.\n\nWitness my hand and official seal this    day             19__ .\n\n                                   ---------------------------------------------\n                                                  Notary Public\n\n                                   (Print Name) \n                                                --------------------------------\n                                   Residing at  \n                                                --------------------------------\n                                   My Commission Expires: \n                                                          ----------------------\n\n\nSTATE OF  WASHINGTON  )\n                      ) ss.\nCOUNTY OF KING        )\n\nI certify that I know or have satisfactory evidence that PETER MURPHY is the\nperson who appeared before me, and said person acknowledged that he\/she signed\nthis instrument, on oath stated that he\/she was authorized to execute the\ninstrument, and acknowledged it as the (title) President of (entity) PACIFIC NW\nTITLE BUILDING, INC., A WASHINGTON CORPORATION to be the free and voluntary act\nof such party for the uses and purposes mentioned in the instrument.\n\nWitness my hand seal this 27 day March 1998.\n\n                                   \/s\/ MAURINE A. MCCORMICK\n                                   ---------------------------------------------\n[SEAL]                                            Notary Public\n\n                                   (Print Name) MAURINE A. MCCORMICK\n                                                --------------------------------\n                                   Residing at  SEATTLE\n                                                --------------------------------\n                                   My Commission Expires: 4-20-01\n                                                          ----------------------\n\n\nSTATE OF _____________)\n                      ) ss.\nCOUNTY OF ____________)\n\nI certify that I know or have satisfactory evidence that\n__________________________________ is the person who appeared before me, and\nsaid person acknowledged that he\/she signed this instrument, on oath stated that\nhe\/she was authorized to execute the instrument, and acknowledged it as the\n(title)____________________________ of (entity)______________________ , a\n_____________________ to be the free and voluntary act of such party for the\nuses and purposes mentioned in the instrument.\n\nWitness my hand and official seal this    day             19__ .\n\n                                   ---------------------------------------------\n                                                  Notary Public\n\n                                   (Print Name) \n                                                --------------------------------\n                                   Residing at  \n                                                --------------------------------\n                                   My Commission Expires: \n                                                          ----------------------\n\n   21\n\n                                      RIDER\n\n     THIS RIDER is part of that certain Lease dated March 9, 1998 by and between\nPACIFIC NORTHWEST TITLE BUILDING COMPANY, INC, A WASHINGTON CORPORATION\n(\"Landlord\"), and AMAZON.COM, INC., A DELAWARE CORPORATION (\"Tenant\"), who\nfurther agree as follows:\n\n43. RIGHT OF FIRST OFFER. Provided Tenant is not then in default under this\nLease, Landlord hereby grants to Tenant the right of first offer, subject to any\npre-existing rights of other tenants, with respect to any space in the Building\nthat is or becomes vacant and available for lease during the Term. If any space\nin the Building (the \"RFO Space\") is or becomes vacant and available for lease\nduring the term, then Landlord shall give Tenant notice of the availability of\nthe RFO Space (the \"Offer Notice\"). To exercise the right of first offer, Tenant\nmust within five (5) days after receipt of the Offer Notice give Landlord notice\nof its acceptance of Landlord's offer to lease the RFO Space (the \"Acceptance\nNotice\"). If Tenant gives the Acceptance Notice within such five (5) day period,\nthen the RFO Space shall be added to the Premises after the end of such five (5)\nday period (the \"RFO Space Commencement Date\"), the Minimum Monthly Rent shall\nbe increased as of the RFO Space Commencement Date by an amount equal to the\nrental rate per rentable square foot of space then applicable under the Lease\ntimes the number of rentable square feet of space in the RFO Space and Tenant's\nShare shall be appropriately adjusted as of the RFO Space Commencement Date. If\nTenant fails to give the Acceptance Notice within such five (5) day period, then\nthe right of first offer shall immediately terminate as to the RFO Space, and\nLandlord shall be free to lease the RFO Space, or portions thereof, to third\nparties.\n\n44. RIGHT OF FIRST REFUSAL. Provided Tenant is not then in default under this\nLease, Landlord hereby grants to Tenant the ongoing right of first refusal\nduring the Term of this Lease, subject to any pre-existing rights of other\ntenants, with respect to any space in the Building that is or becomes vacant and\navailable for lease during the Term. If any space in the Building is or becomes\nvacant and available for lease during the Term and if Landlord receives an offer\nto lease part or all of such space from a third party which offer is acceptable\nto Landlord (the \"Third Party Offer\"), then Landlord shall offer to lease the\nspace covered by the Third Party Offer (the \"Third Party Offer Space\") to Tenant\nby giving notice thereof to Tenant (the \"Offer Notice\"). The Rent payable by\nTenant for the Third Party Offer Space shall be Fifteen and 00\/100ths Dollars\n($15.00) per rentable square foot of space leased. Tenant shall have five (5)\ndays after receipt of the Offer Notice to give Landlord notice of its acceptance\nof Landlord's offer to lease the Third Party Offer Space (the \"Acceptance\nNotice\"). If Tenant gives the Acceptance Notice within such five (5) day period,\nthen Landlord shall lease the Third Party Offer Space to Tenant on the terms set\nforth in the Offer Notice. If Tenant fails to give the Acceptance Notice within\nsuch five (5) day period, then Landlord shall be free to lease the Third Party\nOffer Space, or portions thereof, to third parties. If a third party fails to\nlease the Third Party Offer Space, then this right of first refusal shall\ncontinue as described herein throughout the Term.\n\n45. PARKING. Tenant acknowledges that no parking arrangements are associated\nwith the Building nor available under this Lease. Landlord and its Agent agree\nto diligently assist Tenant in procuring monthly parking in the area in which\nthe Building is located; however, neither Landlord nor Its Agent have control\nover the availability of monthly parking in the area and make no representations\nto Tenant in this regard.\n\n     DATED the date first above written.\n\n\nLANDLORD:                               TENANT:\nPacific Northwest Title Building        Amazon.com, Inc., a Delaware corporation\nCompany, Inc., a Washington \ncorporation\n\nBy  \/s\/ PETER MURPHY                    By    \/s\/ OSWALDO DUENAS\n    ---------------------------------         ----------------------------------\nIts PRES.                               Its   VP OPERATIONS\n    ---------------------------------         ----------------------------------\n\nBy                                      By\n    ---------------------------------         ----------------------------------\nIts                                     Its\n    ---------------------------------         ----------------------------------\n\n\n                                      RIDER\n   22\n\n                                    EXHIBIT A\n                                LEGAL DESCRIPTION\n\n                              215 Columbia Building\n\nLots 2 &amp; 3 TOGETHER WITH the Easterly one-half of vacated alley lying\nimmediately westward and adjoining said lots, ALL in Block 6 of Boren and\nDenny's Addition to the City of Seattle, as per plat recorded in Volume 1 of\nPlats, on page 27, records of King County; EXCEPT the Easterly 9 feet condemned\nunder City of Seattle, Ordinance No. 14345 for the widening of Third Avenue,\nsituate in the City of Seattle, County of King, State of Washington.\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n\n                                LEGAL DESCRIPTION\n                                    EXHIBIT A\n\n   23\n\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\nThird Floor\nApproximately 11,720 rentable square feet. Interior Improvements may not be\nexactly as shown.\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n                                     Page 1\n\n   24\n\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\nFourth Floor\nApproximately 11,100 rentable square feet. Interior Improvements may not be\nexactly as shown.\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n                                     Page 2\n\n   25\n\n                                    EXHIBIT C\n                                   WORK LETTER\n\n     THIS WORK LETTER Is made and entered Into this 5th day of March 1998 by and\nbetween PACIFIC NW Title BUILDING, INC., A WASHINGTON CORPORATION (\"Landlord\")\nand AMAZON.COM, Inc., A DELAWARE CORPORATION (\"Tenant\").\n\n     Landlord and Tenant have entered into a Lease dated of even date herewith\ncovering certain Premises located in the 215 Columbia Building in Seattle,\nWashington (the \"Lease\"). Under the Lease, Tenant has accepted the Premises in\n\"AS IS\" condition without any obligations for the performance of improvements or\nother work by Landlord, and Tenant may not make any improvements to the Premises\nwithout first obtaining Landlord's written consent, which consent may be\nwithheld in Landlord's sole discretion. Landlord and Tenant agree that should\nTenant desire to make improvements to the Premises, such improvements and\nalterations shall be in accordance with plans and specifications to be mutually\nagreed upon between the parties.\n\n     Any and all improvements or alterations to the Premises shall be made at\nTenant's sole cost and expense, unless Landlord, in its sole discretion, agrees\nto contribute to the cost of such improvements or alterations as set forth in\nSection 14(a) of the Lease.\n\n     This Work Letter, together with the Lease, contains the entire agreement of\nthe parties with respect to any matters covered or mentioned in this Work Letter\nand no prior agreements or understandings pertaining to any such matter shall be\neffective for any purpose. No provision of this Work Letter may be amended or\nadded to except in writing signed by the parties hereto or their respective\nsuccessors and assigns in interest. This Work Letter shall not be effective or\nbinding upon any party until fully executed by both parties hereto.\n\n     DATED the date first above written.\n\nLANDLORD:                               TENANT:\nPacific NW Title Building, Inc.,        Amazon.com, Inc., a Delaware corporation\na Washington corporation\n\nBy  \/s\/ PETER MURPHY                    By    \/s\/ OSWALDO DUENAS\n    ---------------------------------         ----------------------------------\nIts PRES.                               Its   VP OPERATIONS\n    ---------------------------------         ----------------------------------\n\nBy                                      By\n    ---------------------------------         ----------------------------------\nIts                                     Its\n    ---------------------------------         ----------------------------------\n\n\n                                   WORK LETTER\n                                    EXHIBIT C\n\n   26\n                                    EXHIBIT D\n                              RULES AND REGULATIONS\n\n1. No sign, placard, picture, advertisement, name or notice shall be installed\nor displayed on any part of the exterior or in any area visible from the\nexterior of the Building without the prior written consent of the Landlord,\nwhich consent shall not be unreasonably withheld or delayed. Landlord shall have\nthe right to remove, at Tenant's expense and without notice, any sign installed\nor displayed in violation of this rule. All signs or lettering on doors and\nwalls shall be printed, painted, affixed or inscribed at the expense of Tenant.\nAt the expiration or termination of Tenant's Lease, Tenant, at Tenant's sole\ncost and expense, shall remove all tenant-installed signage and repair and paint\nany and all damage resulting from installation and\/or removal of said signage.\n\n2. Tenant shall not install any curtains, blinds, shades, screens or hanging\nplants or other similar objects attached to or used in connection with any\nwindow or door of the Premises except building-standard drapes approved by\nLandlord. No awning shall be permitted on any part of the Premises. Tenant shall\nnot place anything against or near glass partitions or doors or windows which\nmay appear unsightly from outside the Premises.\n\n3. Tenant shall not obstruct any sidewalks, lobbies, halls, passages, exits,\nentrances, elevators, or stairways of the Building. The halls, passages, exits,\nentrances, lobbies, elevators, and stairways are not open to the general public.\nLandlord shall in all cases retain the right to control and prevent access\nthereto of all persons whose presence in the judgment of Landlord would be\nprejudicial to the safety, character, reputation and interest of the Building\nand its Tenants; provided that nothing herein contained shall be construed to\nprevent such access to persons with whom any Tenant normally deals in the\nordinary course of its business, unless such persons are engaged in illegal\nactivities. No Tenant and no employee or invitee of any tenant shall go upon the\nroof of the Building without Landlord's prior written consent.\n\n4. The directory of the Building will be provided exclusively for the display of\nthe name and location of tenants' business only, and Landlord reserves the\nright to exclude any other names therefrom.\n\n5. All cleaning and janitorial services for the Building and the Premises,\nunless otherwise provided in the Lease, shall be provided exclusively through\nLandlord, and except with the written consent of Landlord, no person or persons\nother than those approved by Landlord shall be employed by Tenant or permitted\nto enter the Building for the purpose of cleaning the same. Tenant shall not\ncause any unnecessary labor by carelessness or indifference to the good order\nand cleanliness of the Premises. Landlord shall not in any way be responsible to\nany tenant for any loss of property on the Premises, however occurring, or for\nany damage to any tenant's property by the janitor or any other employee or any\nother person.\n\n6. Landlord shall furnish Tenant with appropriate number of keys to each door\nlock in the Premises and to the main entrance door of the Building. Landlord may\nmake a reasonable charge for any additional keys. Tenant shall not make or have\nmade additional keys, and Tenant shall not alter any lock or install a new\nadditional lock or bolt on any door of its Premises. Tenant, upon termination of\nits tenancy, shall deliver to Landlord all keys to all doors which have been\nfurnished to Tenant, and in the event of loss of any keys so furnished, shall\nreimburse Landlord for the cost of any new lock(s) required due to such loss.\n\n7. Freight elevator(s), if any, shall be available for use by all tenants in the\nBuilding, subject to such reasonable scheduling as Landlord in its discretion\nshall deem appropriate. No equipment, materials, furniture, packages, supplies,\nmerchandise or other property will be received in the Building or carried in the\npassenger elevators except between such hours and in such elevators as may be\ndesignated by Landlord.\n\n8. Tenant shall not place a load upon any floor of the Premises which exceeds\nthe load per square foot which such floor was designed to carry and which is\nallowed by law. Landlord shall have the right to prescribe the weight, size and\nposition of all equipment, materials, furniture or other property brought into\nthe Building. Heavy objects shall, if considered necessary by Landlord, stand on\nsuch platforms as determined by Landlord to be necessary to properly distribute\nthe weight of such objects. Business machines and mechanical equipment belonging\nto Tenant which cause noise or vibration that may be transmitted to the\nstructure of the Building or to any space therein or to any tenants in the\nBuilding shall be placed and maintained by Tenant, at Tenant's sole cost and\nexpense, on vibration eliminators or other devices sufficient to eliminate noise\nor vibration. Landlord will not be responsible for loss of, or damage to, any\nsuch equipment or other property from any cause, and all damage done to the\nBuilding by maintaining or moving such equipment or other property shall be\nrepaired at the expense of Tenant.\n\n9. Tenant shall not use or keep in the Premises any kerosene, gasoline or\ninflammable or combustible fluid or material other than those limited quantities\nnecessary for the operation or maintenance of office equipment. Tenant shall not\nuse or permit to be used in the Premises any foul or noxious gas or substance,\nor permit or allow the Premises to be occupied or used In a manner offensive or\nobjectionable to Landlord or other occupants of the Building by reason of noise,\nodors, or vibrations, nor shall Tenant bring into or keep in or about the\nPremises any animals, including dogs (except seeing-eye dogs).\n\n10. Tenant shall not use any method of heating or air conditioning other than\nthat supplied by Landlord.\n\n11. Tenant shall not waste electricity, water or air conditioning, and Tenant\nagrees to cooperate fully with Landlord to assure the most effective operation\nof the Building's heating and air-conditioning system and to comply with any\ngovernmental energy-saving rules, laws or regulations, of which Tenant has\nactual notice, and shall refrain from attempting to adjust controls. Tenant\nshall keep corridor and exterior doors closed and shall close window coverings\nat the end of each business day.\n\n\n                              RULES AND REGULATIONS\n                                    EXHIBIT D\n                                     Page 1\n\n   27\n\n12. The name of the Building is the 215 Columbia Building. Landlord reserves the\nright, exercisable without notice and without liability to Tenant, to change the\nname of the Building.\n\n13. Landlord reserves the right to exclude from the Building between the hours\nof 6:00 p.m. and 7:00 a.m. the following day, or such other hours as may be\nestablished from time to time by Landlord, and on Sundays and legal holidays any\nperson, unless that person is known to the person or employee in charge of the\nBuilding and has a pass or is properly Identified. Tenant shall be responsible\nfor all persons for whom it requests passes and shall be liable to Landlord for\nall acts of such persons. Landlord shall not be liable for damages for any error\nwith regard to the admission to or exclusion from the Building of any person.\nLandlord reserves the right to prevent access to the Building in case of\ninvasion, mob, riot, public excitement or other commotion by closing the doors\nor by other appropriate action.\n\n14. Tenant shall close and lock the doors of its Premises and entirely shut off\nall water faucets or other water apparatus, electricity, copiers and other\noffice equipment, including coffee pots, etc., before Tenant and its employees\nleave the Premises. Tenant shall be responsible for any damage or injuries\nsustained by other tenants or occupants of the Building or by Landlord for\nnoncompliance with this rule.\n\n15. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not\nbe used for any purpose other than that for which they were constructed, and no\nforeign substance of any kind whatsoever shall be thrown therein. The expense of\nany breakage, stoppage or damage resulting from the violation of this rule shall\nbe borne by the tenant, or employees or invitees of the tenant, who shall have\ncaused it.\n\n16, Tenant shall not make any room-to-room solicitation of business from other\ntenants in the Building. Tenant shall not use the Premises for any business or\nactivity other than that specifically provided for in Tenant's Lease.\n\n17. Canvassing, soliciting and distribution of handbills or any other written\nmaterial, and peddling in the Building are prohibited, and each tenant shall\ncooperate to prevent same.\n\n18. Tenant shall not install any radio or television antenna, loudspeaker or\nother device on the roof or exterior walls of the Building except as permitted\nin the Lease. Tenant shall not interfere with radio or television broadcasting\nor reception from or in the Building or elsewhere.\n\n19. Landlord reserves the right to direct electricians as to where and how\ntelephone, computer or other wiring or cabling are to be introduced to the\nPremises. Tenant shall not cut nor bore holes for wiring or cabling without\nLandlord's prior written consent, said consent shall not be unreasonably\nwithheld. Tenant shall not affix any floor covering to the floor of the Premises\nin any manner except as approved by Landlord. Tenant shall repair any damage\nresulting from noncompliance with this rule.\n\n20. Landlord reserves the right to exclude or expel from the Building any person\nwho, in Landlord's judgment, is intoxicated or under the influence of alcohol or\ndrugs or who is in violation of any of the Rules and Regulations of the\nBuilding.\n\n21. Tenant shall store all its trash and garbage within its Premises. Tenant\nshall not place in any trash box or receptacle any material which cannot be\ndisposed of in the ordinary and customary manner of trash and garbage disposal.\nAll garbage and refuse disposal shall be made in accordance with directions\nissued from time to time by Landlord. All garbage over and above normal (i.e.,\nmajor-delivery wrappings, etc.) shall be at Tenants sole cost and expense.\nTenant agrees to cooperate with Landlord in recycling programs as may be\nestablished from time to time by Landlord.\n\n22. The Premises shall not be used for lodging nor for manufacturing of any\nkind, nor shall the Premises be used for any improper, immoral or objectionable\npurpose. No cooking shall be done or permitted by Tenant on the Premises, except\nthat use by Tenant of Underwriters Laboratory approved equipment for brewing\ncoffee, tea, hot chocolate and similar beverages, and microwave ovens shall be\npermitted; provided that such equipment and use is in accordance with all\napplicable federal, state, county and city laws, codes, ordinances, rules and\nregulations and does not cause objectionable odor.\n\n23. Without the written consent of Landlord, Tenant shall not use the name of\nthe Building in connection with or in promoting or advertising the business of\nTenant except as Tenant's address.\n\n24. Tenant shall comply with all safety, fire protection and evacuation\nprocedures and regulations established by Landlord or any governmental agency.\n\n25. Tenant assumes any and all responsibility for protecting its Premises from\ntheft, robbery and pilferage, which includes keeping doors locked and other\nmeans of entry to the Premises closed.\n\n26. The requirements of Tenant will be attended to only upon appropriate\napplication to the office of the Building by an authorized individual. Employees\nof Landlord shall not perform any work or do anything outside their regular\nduties unless under special instructions from Landlord, and no employee of\nLandlord will admit any person (Tenant or otherwise) to any office of the\nBuilding without specific instructions from Landlord.\n\n27. Tenant and Tenants employees shall not park vehicles in any parking areas\ndesignated by Landlord as reserved parking areas or as visitor parking areas.\nTenant shall not park any vehicles in the Building parking areas other than\nautomobiles, motorcycles, motor-driven or nonmotor-driven bicycles or\nfour-wheeled trucks.\n\n28. Tenant and Tenant's delivery personnel shall utilize loading zones and\ndelivery entrances for all deliveries. Any damage to the Building or Premises\nresulting from Tenant's deliveries shall be repaired at the sole cost and\nexpense of the Tenant.\n\n\n                              RULES AND REGULATIONS\n                                    EXHIBIT D\n                                     Page 2\n\n   28\n\n29. Tenant and Tenant's delivery personnel shall not use in any space or in the\ncommon areas of the Building any hand truck except those equipped with rubber\ntires and side guards or such other material-handling equipment as Landlord may\napprove. Tenant shall not bring vehicles of any other kind into the Building.\n\n30. All moving of furniture or other equipment shall be done so as to have\nminimal impact on other tenants' and visitors' use of elevators, common areas,\nand parking facilities.\n\n31. The Building is a nonsmoking building.\n\n32. Landlord may waive any one or more of these Rules and Regulations for the\nbenefit of Tenant or any other tenant, but no such waiver by Landlord shall be\nconstrued as a waiver of such Rules and Regulations in favor of Tenant or any\nother tenant, nor prevent Landlord from thereafter enforcing any such Rules and\nRegulations against any or all of the tenants of the Building.\n\n33. These Rules and Regulations are in addition to and shall not be construed to\nin any way modify or amend, in whole or in part, the terms, covenants,\nagreements and conditions of any lease of any premises in the Building.\n\n34. Landlord reserves the right to make such other and reasonable Rules and\nRegulations as, in its judgment, may from time to time be needed for safety and\nsecurity, for care and cleanliness of the Building and for the preservation of\ngood order therein. Tenant agrees to abide by all such Rules and Regulations\nhereinabove stated and any additional reasonable Rules and Regulations which are\nadopted.\n\n35. Tenant shall be responsible for the observance of all of the foregoing Rules\nand Regulations by Tenant's employees, agents, clients, customers, invitees and\nguests.\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                              RULES AND REGULATIONS\n                                    EXHIBIT D\n                                     Page 3\n   29\n                              LEASE AMENDMENT NO. 1\n\nTHIS LEASE AMENDMENT NO. 1 is made and entered into this 21st day of April 1998\nby and between PACIFIC NW TITLE BUILDING, INC., A WASHINGTON CORPORATION\n(\"Landlord\"), and AMAZON.COM, INC., A DELAWARE CORPORATION (\"Tenant\").\n\nRECITALS: Landlord and Tenant entered into a written Lease dated March 20, 1998\n(the \"Lease\"), whereby Landlord leased to Tenant and Tenant leased from Landlord\ncertain Premises consisting of approximately 22,820 rentable square feet of\nspace located on the third and fourth floors in the 215 Columbia Building,\nSeattle, Washington, designated as Suite 400. Landlord and Tenant desire to\namend the Lease to increase the number of rentable square feet leased, to revise\nTenant's Share, to adjust the Minimum Monthly Rent, and to add a provision\nallowing use of the Building lobby by Tenant.\n\nNOW THEREFORE, for valuable consideration, the receipt and sufficiency of which\nis hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:\n\n1. Section 1(c) is hereby deleted in its entirety and replaced with the\nfollowing:\n\n     \"Premises\" means that certain space outlined in red in Exhibit B and\nlocated on the basement level, mezzanine level, first, second, third, and fourth\nfloors of the Building, designated as Suite 400.\n\n2. The second sentence of Section 1(d) is hereby deleted in its entirety and\nreplaced with the following:\n\n     Landlord and Tenant stipulate and agree for all purposes under this Lease\nthat the Building contains approximately 51,249 rentable square feet of space\n(the \"Building Area\"\") and that the Premises contain approximately 40,384\nrentable square feet of space (the \"Premises Area\").\n\n3. The first paragraph is hereby deleted in its entirety and replaced with the\nfollowing:\n\n     \"Tenant's Share\" means the Premises Area divided by the Building Area,\nexpressed as a percentage, which is seventy-eight and eighty one-hundredths\npercent (78.80%).\n\n4. Section 1(i) is hereby deleted in its entirety and replaced with the\nfollowing:\n\n     \"Minimum Monthly Rent\" means Fifty-two Thousand Twenty-six and no\/100ths\nDollars ($52,026.00) per month.\n\n5. Section 1(I) is hereby deleted in its entirety and replaced with the\nfollowing:\n\n     \"Prepaid Rent\" means Fifty-two Thousand Twenty-six and no\/100ths Dollars\n($52,026.00).\n\n6. Section 1(m) is hereby deleted in its entirety and replaced with the\nfollowing:\n\n     \"Security Deposit\" means Fifty-two Thousand Twenty-six and no\/100ths\nDollars ($52,026.00).\n\n7. The following paragraph is hereby added to the Lease as Section 46:\n\n     46. USE OF BUILDING LOBBY\/ENTRANCE AREA. Tenant shall have the right during\nthe Term to use the lobby\/entrance area (the \"Lobby\"), identified as \"BC-3\" and\ncrosshatched in green in Exhibit B, located on the first floor of the Building\nas a reception area and for no other purpose without Landlord's prior written\nconsent. All the terms and conditions of the Lease shall apply to Tenant's use\nof the Lobby, except rent shall not be charged for such use. Tenant acknowledges\nthat the visual appearance of the Lobby is important to the overall image and\nvalue of the Building. Proper cleanliness and a professional appearance of the\nLobby are each important considerations for granting this right. Tenant hereby\nagrees (i) to keep the Lobby in neat, clean, and good condition at all time\nduring the Term; and (ii) that neither it nor its employees or invitees will\ninterfere with\n\n\n                                       1\n   30\n\nthe rights of other tenants of the Building nor create any undue disturbance\nthat annoys or disturbs other tenants in the Building. Any furniture placed in\nthe Lobby by Tenant shall be subject to Landlord's prior written approval, which\napproval may be withheld in Landlord's sole discretion. If during the Term\nhereof, Landlord, in Landlord's sole discretion, has reason to feel that the\nvisual appearance of the Lobby does not meet reasonable standards and\/or that\nother occupants of or visitors to the Building are being annoyed or disturbed by\nTenant's conduct or that of its employees or invitees, Landlord may so notify\nTenant in writing giving Landlord's specific objections concerning the visual\nappearance or disturbance. Tenant shall correct the unsatisfactory item or items\ncalled to its attention within twenty-four (24) hours. If Tenant fails to\nsatisfy Landlord's concerns within said twenty-four (24) hour period, Landlord\nmay exercise its remedies under this Lease.\n\n8. Improvements. Tenant hereby accepts the Premises in \"AS IS\" condition. The\nprovisions of the Work Letter (Exhibit C to the Lease) have been completed and\nshall no longer apply; Landlord shall not be required to make additional\nimprovements to the Premises.\n\n9. Agency Disclosure. Martin Smith Inc hereby discloses that it represents the\nLandlord and Washington Partners, Inc. represents the Tenant in this\ntransaction.\n\nExcept as set forth in this Lease Amendment No. 1, all the provisions of the\nLease shall remain unchanged and in full force and effect.\n\nDATED the date first above written.\n\n\nLANDLORD:                               TENANT:\n\nPacific Northwest Title Building        Amazon.com, Inc., a Delaware corporation\nCompany, Inc., a Washington \ncorporation\n\nBy  \/s\/ PETER MURPHY                    By    \/s\/ RICK DALZELL\n    ---------------------------------         ----------------------------------\nIts PRES. &amp; GM                          Its   CIO\/VP\n    ---------------------------------         ----------------------------------\n\nBy                                      By\n    ---------------------------------         ----------------------------------\nIts                                     Its\n    ---------------------------------         ----------------------------------\n\n\n                                       2\n\n   31\nSTATE OF  WASHINGTON  )\n                      ) ss.\nCOUNTY OF KING        )\n\nI certify that I know or have satisfactory evidence that RICK DALZELL is the\nperson who appeared before me, and said person acknowledged that he\/she signed\nthis instrument, on oath stated that he\/she was authorized to execute the\ninstrument, and acknowledged it as the (title) CIO\/VP of (entity)\nAMAZON.COM a DELAWARE CORP. to be the free and voluntary act of such party for\nthe uses and purposes mentioned in the instrument.\n\nWitness my hand seal this 24 day March 1998.\n\n                                   \/s\/ LAURA LEE ELDER\n                                   ---------------------------------------------\n[SEAL]                                            Notary Public\n\n                                   (Print Name) LAURA LEE ELDER\n                                                --------------------------------\n                                   Residing at  MOUNTLAKE TERRACE, WA\n                                                --------------------------------\n                                   My Commission Expires: 11-20-01\n                                                          ----------------------\n\n\nSTATE OF  WASHINGTON  )\n                      ) ss.\nCOUNTY OF KING        )\n\nI certify that I know or have satisfactory evidence that PETER MURPHY is the\nperson who appeared before me, and said person acknowledged that he\/she signed\nthis instrument, on oath stated that he\/she was authorized to execute the\ninstrument, and acknowledged it as the (title) VP OPERATIONS of (entity) PACIFIC\nNW TITLE BUILDING, INC., A WASHINGTON CORPORATION to be the free and voluntary\nact of such party for the uses and purposes mentioned in the instrument.\n\nWitness my hand seal this 29 day March 1998.\n\n                                   \/s\/ VANESSA D. MORGAN\n                                   ---------------------------------------------\n[SEAL]                                            Notary Public\n\n                                   (Print Name) VANESSA D. MORGAN\n                                                --------------------------------\n                                   Residing at  LYNNWOOD\n                                                --------------------------------\n                                   My Commission Expires: 7-29-99\n                                                          ----------------------\n\n\nSTATE 0F _____________)\n                      ) ss.\nCOUNTY OF ____________)\n\nI certify that I know or have satisfactory evidence that\n__________________________________ is the person who appeared before me, and\nsaid person acknowledged that he\/she signed this Instrument, on oath stated that\nhe\/she was authorized to execute the instrument, and acknowledged it as the\n(title)____________________________ of (entity)______________________ , a\n_____________________ to be the free and voluntary act of such party for the\nuses and purposes mentioned in the instrument.\n\nWitness my hand and official seal this    day               19__ .\n\n                                   ---------------------------------------------\n                                                  Notary Public\n\n                                   (Print Name) \n                                                --------------------------------\n                                   Residing at  \n                                                --------------------------------\n                                   My Commission Expires: \n                                                          ----------------------\n\n   32\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n\n   33\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n\n   34\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n\n   35\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n\n   36\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT B\n\n   37\n                                    EXHIBIT B\n                                   FLOOR PLAN\n\n\n                                    [DIAGRAM]\n\n\n                                                              Initials: ________\n                                                                        ________\n                                                                        ________\n                                                                        ________\n\n\n                                   FLOOR PLAN\n                                    EXHIBIT 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