{"id":41728,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/360-north-crescent-drive-beverly-hills-ca-lease-north.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"360-north-crescent-drive-beverly-hills-ca-lease-north","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/360-north-crescent-drive-beverly-hills-ca-lease-north.html","title":{"rendered":"360 North Crescent Drive (Beverly Hills, CA) Lease &#8211; North Crescent Realty V LLC and Global Crossing Development Co."},"content":{"rendered":"<pre>\n\n                                      LEASE\n\n\n\n                                 by and between\n\n\n\n                          NORTH CRESCENT REALTY V, LLC,\n                      a Delaware limited liability company\n\n                                   AS LANDLORD\n\n\n                                       and\n\n\n                      GLOBAL CROSSING DEVELOPMENT COMPANY,\n                             a Delaware corporation\n\n                                    AS TENANT\n\n\n\n\n\n\n\n                             Dated: October 1, 1999\n\n \n                                TABLE OF CONTENTS\n                                -----------------\n \n                                                                                                            \n1.       Lease of Premises........................................................................................1\n         -----------------\n         1.1      Lease.  ........................................................................................1\n                  -----\n         1.2      Common Areas, Project and Building Size.........................................................1\n                  ---------------------------------------\n         1.3      Construction and Operation of Project...........................................................2\n                  -------------------------------------\n\n2.       Purpose..................................................................................................2\n         -------\n         2.1      Use.............................................................................................2\n                  ---\n         2.2      Limitation on Uses..............................................................................3\n                  ------------------\n         2.3      Compliance with Permits.........................................................................4\n                  -----------------------\n         2.4      Payment of Additional Premium...................................................................4\n                  -----------------------------\n\n3.       Term.....................................................................................................4\n         ----\n         3.1      Commencement Date...............................................................................4\n                  -----------------\n         3.2      Acceptance of Premises..........................................................................5\n                  ----------------------\n         3.3      Commencement Prior to Project Completion........................................................6\n                  ----------------------------------------\n         3.4      Renewal Terms...................................................................................6\n                  -------------\n         3.5      First Floor Cancellation Option.................................................................8\n                  -------------------------------\n\n4.       Basic Rent; Security Deposit.............................................................................8\n         ----------------------------\n         4.1      Basic Rent......................................................................................8\n                  ----------\n         4.2      Partial Months..................................................................................9\n                  --------------\n         4.3      No Offset.......................................................................................9\n                  ---------\n         4.4      Security Deposit................................................................................9\n                  ----------------\n         4.5      Rental Escalations.............................................................................10\n                  ------------------\n\n5.       Rent Adjustments........................................................................................10\n         ----------------\n         5.1      Operating Expenses and Real Property Taxes.....................................................10\n                  ------------------------------------------\n         5.2      Real Property Taxes............................................................................16\n                  -------------------\n         5.3      Payment........................................................................................17\n                  -------\n         5.4      Lease Year; Proration..........................................................................18\n                  ---------------------\n\n6.       Parking Rights..........................................................................................18\n         --------------\n         6.1      Tenant's Parking Rights........................................................................18\n                  -----------------------\n         6.2      Off-Site Parking...............................................................................20\n                  ----------------\n\n7.       Utilities and Services..................................................................................20\n         ----------------------\n         7.1      Landlord Obligations...........................................................................20\n                  --------------------\n         7.2      Access.........................................................................................23\n                  ------\n         7.3      Extraordinary Services.........................................................................24\n                  ----------------------\n         7.4      Interruption in Utility Services...............................................................24\n                  --------------------------------\n\n8.       Alterations.............................................................................................26\n         -----------\n         8.1      Restriction on Alterations.....................................................................26\n                  --------------------------\n         8.2      Removal and Surrender of Fixtures and Tenant...................................................29\n                  --------------------------------------------\n         8.3      Standard Window Covering.......................................................................30\n                  ------------------------\n         8.4      Arbitration of Disputes........................................................................30\n                  -----------------------\n\n9.       Maintenance and Repairs.................................................................................30\n         -----------------------\n         9.1      Tenant's Obligations...........................................................................30\n                  --------------------\n\n\n\n\n\n\n\n\n\n         9.2      Landlord's Obligations.........................................................................30\n                  ----------------------\n         9.3      Failure to Repair..............................................................................31\n                  -----------------\n \n\n \n \n                                                                                                            \n10.      Tax on Tenant's Personal Property and Tenant Improvements...............................................31\n         ---------------------------------------------------------\n         10.1     Personal Property Taxes........................................................................31\n                  -----------------------\n         10.2     Tax on Leasehold Improvements..................................................................31\n                  -----------------------------\n         10.3     Exclusion from Real Property Taxes.............................................................32\n                  ----------------------------------\n\n11.      Insurance; Waiver of Subrogation........................................................................32\n         --------------------------------\n         11.1     Liability Insurance............................................................................32\n                  -------------------\n         11.2     Property Insurance.............................................................................32\n                  ------------------\n         11.3     Policy Requirements............................................................................33\n                  -------------------\n         11.4     Landlord's Requirements........................................................................33\n                  -----------------------\n         11.5     Waiver of Subrogation..........................................................................34\n                  ---------------------\n\n12.      Damage or Destruction...................................................................................34\n         ---------------------\n         12.1     Damage to Premises.............................................................................34\n                  ------------------\n         12.2     Damage to Project..............................................................................35\n                  -----------------\n         12.3     Abatement; Termination.........................................................................36\n                  ----------------------\n         12.4     Limitations....................................................................................37\n                  -----------\n         12.5     Damage During Last Years.......................................................................37\n                  ------------------------\n         12.6     Agreement Governs..............................................................................38\n                  -----------------\n\n13.      Eminent Domain..........................................................................................38\n         --------------\n         13.1     Taking.........................................................................................38\n                  ------\n         13.2     Temporary Taking...............................................................................40\n                  ----------------\n\n14.      Assignment\/Subleasing...................................................................................40\n         ---------------------\n         14.1     Limitation.....................................................................................40\n                  ----------\n         14.2     Notice of Intent to Assign or Sublet...........................................................41\n                  ------------------------------------\n         14.3     Landlord's Options.............................................................................41\n                  ------------------\n         14.4     Conditions for Landlord's Consent to Subleases.................................................41\n                  ----------------------------------------------\n         14.5     Transfer Premium...............................................................................42\n                  ----------------\n         14.6     No Release of Tenant's Obligations.............................................................43\n                  ----------------------------------\n         14.7     Transfer is Assignment.........................................................................43\n                  ----------------------\n         14.8     Assumption of Obligations......................................................................43\n                  -------------------------\n         14.9     Recapture Rights...............................................................................43\n                  ----------------\n         14.10    Related Entities...............................................................................44\n                  ----------------\n         14.11    Preapproved Sublease...........................................................................44\n                  --------------------\n\n15.      Landlord's Reserved Rights..............................................................................44\n         --------------------------\n         15.1     Right of Entry.................................................................................44\n                  --------------\n         15.2     Building and Common Areas......................................................................45\n                  -------------------------\n         15.3     Intentionally Omitted..........................................................................45\n                  ---------------------\n         15.4     Excavation.....................................................................................45\n                  ----------\n         15.5     Development of Other Improvements..............................................................46\n                  ---------------------------------\n         15.6     Incorporation of Other Improvements............................................................46\n                  -----------------------------------\n\n16.      Indemnification and Limitation on Liability.............................................................47\n         -------------------------------------------\n         16.1     Indemnity of Landlord..........................................................................47\n                  ---------------------\n         16.2     Tenant's Assumption of Risk and Waiver.........................................................48\n                  --------------------------------------\n         16.3     Survival; No Release of Insurers...............................................................48\n                  ---------------------------------\n\n17.      Definitions of Landlord.................................................................................48\n         -----------------------\n\n18.      Subordination...........................................................................................49\n         -------------\n         18.1     Subordination..................................................................................49\n                  -------------\n         18.2     Attornment.....................................................................................49\n                  ----------\n \n\n \n \n                                                                                                            \n         18.3     Notice from Tenant.............................................................................50\n                  ------------------\n\n19.      Estoppel Certificates...................................................................................50\n         ---------------------\n\n20.      Surrender of Premises and Removal of Property...........................................................51\n         ---------------------------------------------\n         20.1     No Merger......................................................................................51\n                  ----------\n         20.2     Surrender of Premises..........................................................................51\n                  ---------------------\n         20.3     Disposal of Property...........................................................................51\n                  --------------------\n         20.4     Fixtures and Improvements......................................................................51\n                  -------------------------\n\n21.      Holding Over............................................................................................52\n         ------------\n\n22.      Defaults and Remedies...................................................................................52\n         ---------------------\n         22.1     Defaults by Tenant.............................................................................52\n                  ------------------\n         22.2     Landlord's Remedies............................................................................54\n                  -------------------\n                  Re-Entry Not Termination.......................................................................56\n                  ------------------------\n         22.4     Right of Landlord to Injunction; Cumulative Remedies...........................................56\n                  ----------------------------------------------------\n         22.5     Definition of Tenant...........................................................................56\n                  --------------------\n         22.6     Defaults by Landlord...........................................................................57\n                  --------------------\n\n23.      Bankruptcy..............................................................................................57\n         ----------\n\n24.      Interest on Tenant's Obligations; Late Charges..........................................................57\n         ----------------------------------------------\n         24.1     Interest.......................................................................................57\n                  --------\n         24.2     Late Charge....................................................................................58\n                  ----------- \n\n25.      Quiet Enjoyment.........................................................................................58\n         ---------------\n \n26.      Rentable Area...........................................................................................59\n         -------------\n         26.1     Computation of Rentable Area...................................................................59\n                  ----------------------------\n         26.2     Building Common Areas..........................................................................59\n                  ---------------------\n         26.3     Premises and Project Rentable Area.............................................................59\n                  ----------------------------------\n\n27.      Examination of Lease....................................................................................59\n         --------------------\n\n28.      Rules and Regulations...................................................................................59\n         ---------------------\n\n29.      No Directory Board; Signage; Project Identity...........................................................60\n         ---------------------------------------------\n         29.1 Directory Board....................................................................................60\n              ---------------\n         29.2 Signage; Projection Identification.................................................................60\n              ----------------------------------\n\n30.      Fair Market Rental Rate Arbitration; Definition.........................................................61\n         -----------------------------------------------\n         30.1     Arbitration of Rate............................................................................61\n                  -------------------\n         30.2     Fair Market Rental Rate.......................................................................612\n                  -----------------------\n\n31.      Covenant Against Liens..................................................................................63\n         ----------------------\n\n32.      Consents; Good Faith....................................................................................63\n         --------------------\n         32.1     Consents.......................................................................................63\n                  --------\n         32.2     Good Faith.....................................................................................64\n                  ----------\n\n33.      General Provisions......................................................................................64\n         ------------------\n         33.1     No Waiver......................................................................................64\n                  ---------\n         33.2     Landlord's Right to Perform....................................................................65\n                  ---------------------------\n         33.3     Terms; Headings................................................................................65\n                  ---------------\n \n\n \n \n                                                                                                            \n         33.4     Entire Agreement...............................................................................65\n                  ----------------\n         33.5     Successors and Assigns.........................................................................65\n                  ----------------------\n         33.6     Notices........................................................................................65\n                  -------\n         33.7     Severability...................................................................................66\n                  ------------\n         33.8     Time of Essence................................................................................66\n                  ---------------\n         33.9     Governing Law..................................................................................66\n                  -------------\n         33.10    Attorneys' Fees................................................................................66\n                  ---------------                                                                                \n         33.11    Light and Air..................................................................................67\n                  -------------                                                                                  \n         33.12    Execution by Corporation.......................................................................67\n                  ------------------------                                                                       \n         33.13    Force Majeure..................................................................................67\n                  -------------                                                                                  \n         33.14    Limitation on Liability........................................................................67\n                  -----------------------                                                                        \n         33.15    Development of Project.........................................................................68\n                  ----------------------                                                                         \n\n34.      Arbitration.............................................................................................68\n         -----------\n\n35.      Guaranty................................................................................................70\n         --------\n\n36.      No Brokers..............................................................................................70\n         ----------\n\n37.      Gym and Cafeteria.......................................................................................70\n         -----------------\n\n38.      Storage Space; Equipment Room...........................................................................71\n         -----------------------------\n \n\n \n                               TABLE OF EXHIBITS\n\n\n\nExhibit A       Description of Premises\n            \nExhibit B       Description of Project\n            \nExhibit C       Memorandum of Commencement Date\n            \nExhibit D       Intentionally Omitted\n            \nExhibit E       Cleaning Specifications\n            \nExhibit F       Security Specifications\n            \nExhibit G       Non-Disturbance, Attornment and Subordination Agreement\n            \nExhibit H       Building and Project Rules and Regulations\n            \nExhibit I       Parking Garage Rules and Regulations\n            \nExhibit J       Guaranty of Lease\n\n \n     THIS LEASE is made and entered into as of October 1, 1999, by and between\nNORTH CRESCENT REALTY V, LLC, a Delaware limited liability company (\"Landlord\")\nand GLOBAL CROSSING DEVELOPMENT COMPANY, a Delaware corporation (\"Tenant\").\n\n1.   Lease of Premises.\n     ----------------- \n\n     0.1  Lease.  Landlord hereby leases to Tenant, and Tenant\n          -----   \nhereby leases from Landlord, those certain premises (the \"Premises\") shown on\nExhibit \"A\" attached hereto in Building B at 360 North Crescent Drive, Beverly\n-----------                                                                   \nHills, California (the \"Building\").  The Building is part of an office campus on\nthat certain land (the \"Land\") at 360 North Crescent Drive and 9370 Santa Monica\nBoulevard, as more specifically described on Exhibit \"B\" attached hereto.\n                                             -----------                  \nExhibit \"A\" attached hereto includes a floor plan for each floor of the Premises\n-----------                                                                     \nsetting forth the Rentable Area on each floor of the Premises.  The parties\nestimate that the square footage of the Rentable Area of the Premises is 86,408\nsquare feet.  Such estimate is subject to final adjustment pursuant to Article\n26.  The Land, the Building, a subterranean parking garage located on the Land\nand a parking garage located at 375 North Crescent Drive, Beverly Hills,\nCalifornia (the \"Garage\"), (the parking facilities on levels B-1 and B-2, and\nthe Garage, are collectively referred to as the \"Parking Garages\"), all other\nimprovements and plazas now or hereafter constructed on the Land, except\nimprovements which tenants may remove therefrom pursuant to the terms of their\nrespective leases, and all rights and easements appurtenant to and benefitting\nthe Land, the Building, the Parking Garages, and the plazas and improvements\nconstructed on the land, are collectively referred to herein as the \"Project.\"\n\n     0.2  Common Areas, Project and Building Size.\n          --------------------------------------- \n\n          (a) Tenant shall have the non-exclusive right, in common with others,\nto use the \"Common Areas\" (defined in Section 1.2(b) below) in and adjacent to\nthe Project, subject to subsection (c) below and to such rules and regulations\n                        --------------                                        \nas may from time to time be adopted by Landlord in accordance with and subject\nto the Rules Requirements.  Landlord may, from time to time, increase, decrease,\nor change the elements, portions, location and dimension of the Common Areas,\nthe Project, and\/or the Rentable Area of the Project, the Building or any other\nstructure located within the Project subject to the limitations of Sections 15.5\n                                                                   -------------\nand 15.6, provided, however, that Landlord shall maintain the Project at all\n    ----                                                                    \ntimes during the Term in accordance with the highest category of premiere,\nfirst-class office building projects in the Golden Triangle area and on Maple\nDrive in Beverly Hills, California.\n\n          (b) The term \"Common Areas\" as used herein shall be deemed to mean and\nrefer to all portions of the Project and the Land which have been improved or\nmade available by Landlord for \n\n                                       1\n\n \nthe use or benefit of more than one tenant of the Project, as may be changed by\nLandlord in its sole discretion from time to time subject to Section 1.2(a)\nabove, and shall include, without limitation, parking areas, ramps and driveways\n(including those designated for the exclusive use of tenants of the Project),\ncourtyards, sidewalks, service corridors, landscaped areas, drinking fountains,\ninterior public lobbies and corridors, public restrooms, elevators and\nstairways, and other similar facilities and areas. Furthermore, the Common Areas\nshall include, without limitation, the first floor lobby of the Building, the\nfreight elevator located on Level B-1 of the Building and the path of travel to\nsuch freight elevator, the path of travel to the gym described in Article 37\nhereof and the path of travel to the cafeteria described in Article 37 hereof.\n\"Common Areas\" shall not include any restrooms located on a floor that is not\noccupied by Tenant. Further and notwithstanding any of the foregoing, the term\n\"Common Areas\" shall not be deemed to include any of the foregoing described\nareas if any such areas are within the Premises as shown on the floor plans\nattached hereto as Exhibit \"A\" or any other tenant's premises.\n                   -----------                                \n\n          (c) Notwithstanding any other provision of this Lease, the term\n\"Premises\" shall not include the exterior faces of exterior walls, elevators and\nelevator wells or shafts, Building stairwells, fan rooms, mechanical rooms,\npipes, ducts, conduits, wires and appurtenant fixtures servicing other parts of\nthe Project either exclusively or in common with the Premises or the roof of any\nBuilding or any access to such roof.\n\n     0.3  Construction and Operation of Project.  Landlord shall have the sole\n          -------------------------------------  \njudgment and discretion to determine the architecture, design, appearance,\nconstruction, workmanship, materials and equipment with respect to the\nconstruction and methods of operation of the Project; provided, however, that\nLandlord shall operate and maintain the Project at all times during the Term as\na first-class office project in accordance with the standards for the highest\ncategory of premiere, first-class office building projects in the Golden\nTriangle area and on Maple Drive in Beverly Hills, California.\n \n1.   Purpose\n     -------\n \n     1.1  Use.  Subject to the limitations set forth in Section 2.2, the \n          ---                                           -----------\nPremises shall be used by Tenant only for general office uses, and services and\nstorage incidental to such uses, for a network operating center installed and\noperated in accordance with the provisions of this Lease, and, to the extent\nreflected on the final architectural plans for the Premises prepared by Gensler\n&amp; Associates (the \"Final Plans\"), for computer rooms, all in keeping with the\ncharacter of the highest category of premiere first-class office building\nprojects in the Golden Triangle area and on Maple Drive in Beverly Hills,\nCalifornia, and for no other purpose without the prior written consent of\nLandlord. The Premises shall not be used for filming or production of motion\npictures or television programs, a \n\n                                       2\n\n \nmedical practice, modeling, print or film advertising, personnel or counseling\nagency (other than firms engaged in high-level executive placement), training\ncenter (except for training of Tenant's employees and customers necessarily\nincidental to Tenant's business), retail sales operation, showroom, classroom,\ntesting center or non-incidental storage.\n \n     1.2  Limitation on Uses.  Tenant shall not use or occupy the Premises, or\n          ------------------  \npermit the use or occupancy of the Premises, in any manner or for any purpose\nwhich: (a) would violate any provision of this Lease, or any applicable federal,\nstate or local law, statute, rule, regulation or ordinance of any governmental\nauthority, including, without limitation, those with respect to hazardous or\ntoxic materials (\"Laws\"); (b) would violate the provisions of any applicable\ngovernmental permit or currently recorded document; (c) except for uses\nexpressly permitted by Section 2.1, would materially adversely affect or render\nmore expensive any fire or other insurance maintained by Landlord for the\nBuilding or any of its contents, or cause a cancellation of any insurance\npolicy; (d) exceeds the floor load capacity of the floor on which the Premises\nare located; (e) might impair or interfere with any of the services and systems\nof the Building, including without limitation, the Building's electrical,\nmechanical, structural, plumbing, sprinkler, fire, life safety, vertical\ntransportation, security, heating, ventilating and air conditioning systems\n(collectively, the \"Building Systems and Service Facilities\"); (f) would injure\nor annoy, or obstruct or materially interfere with the rights of, other tenants\nor occupants of the Project or impair the appearance of the Building and\/or\nProject or be materially prejudicial to the business or reputation of Landlord\nor the Project; or (g) is not compatible with a first-class office building.\nFurther, Tenant's business machines and mechanical equipment shall be installed,\nmaintained and used by Tenant so as to eliminate unreasonable or unusual\nvibration and noise that may be transmitted to the Building structure or beyond\nthe Premises. If reasonably necessary, Landlord may prescribe the weight and\nposition of all safes, files and heavy equipment in the Premises or on the\nfloors of the Premises so as to distribute properly their weight. Tenant shall\nreimburse Landlord for the reasonable cost of any structural engineering\nrequired to determine whether the load capacity of each floor accommodates\nTenant's requirements. Tenant covenants and agrees not to suffer, permit,\nintroduce or maintain in, on or about any portion of the Premises, any asbestos,\npolycholorinated biphenyls, or any other hazardous or toxic materials, wastes\nand substances which are defined, determined or identified as such (including\npetroleum products if they are defined, determined or identified as such) in any\nLaws (whether now existing or hereafter enacted or promulgated) or any judicial\nor administrative interpretation of any thereof, including any judicial or\nadministrative orders or judgments, except that Tenant shall be permitted to use\nany such regulated substances which are typically and customarily used in the\nhighest category of premiere, first-class office building projects during the\nTerm or so long as such use by Tenant is in compliance with all Laws\n\n                                       3\n\n \nand is in compliance with all other provisions of this Lease. The uses of the\nPremises expressly permitted under this Lease do not violate any currently\nrecorded document affecting the Project.\n \n     1.3  Compliance with Permits.  If any governmental license or permit is \n          -----------------------\nrequired by Tenant for the lawful conduct of any business or other activity\ncarried on by Tenant in the Premises, or the use by Tenant of any balconies, and\nif the failure by Tenant to have such license or permit would interfere with\nTenant's right to occupy the Premises or any part thereof, or otherwise\nadversely affect Landlord, Tenant shall procure and maintain such license or\npermit, and submit a copy of such license or permit for inspection by Landlord,\nand comply at all times with all terms and conditions thereof. This Lease shall\nbe subject to all Laws from time to time governing or regulating the use,\noccupancy or possession of the Premises. Without limiting the generality of the\nforegoing, Tenant shall be solely responsible for determining whether Tenant's\nintended use of the Premises will comply with Laws, including, but not limited\nto, those Laws relating to use, occupancy and zoning. Without limiting Tenant's\nobligation to pay all business license taxes or fees imposed on Tenant, Landlord\nshall reasonably assist Tenant, without having to incur any out-of-pocket costs,\nin minimizing any such business license taxes or fees first assessed against\nTenant following the Commencement Date.\n\n     1.4  Payment of Additional Premium.  Tenant shall, within thirty (30) days \n          -----------------------------\nfollowing demand by Landlord, reimburse Landlord for any additional premium\ncharged for any insurance policy maintained by Landlord by reason of Tenant's\ninstallation and\/or operation of a network operating center or Tenant's failure\nto comply with the provisions of Sections 2.2 and 2.3 and for any other costs\n                                 ------------     ---\nand expenses reasonably incurred by Landlord in enforcing the provisions of this\nArticle 2; provided, however, that before demanding such reimbursement for\n---------\nadditional insurance premiums, Landlord shall first give Tenant notice of the\nactivity by Tenant which violates either Section 2.2 or 2.3 and which may cause\n                                         -----------    ---\nLandlord to incur such increased insurance premiums, and Tenant shall not be\nliable for the payment of such increased insurance premiums if it ceases such\nspecified activity within thirty (30) days after such notice from Landlord.\nOther than possible increases in connection with the installation and\/or\noperation of a network operating center, Landlord does not presently anticipate\nthat the uses of the Premises expressly permitted under this Lease will cause\nany significant increase in the insurance premiums currently paid by Landlord\nfor the Project on a per square foot of Rentable Area basis.\n \n2.   Term.\n     ----\n \n     2.1  Commencement Date.  The term of this Lease (the \"Term\") shall \n          -----------------\ncommence on the date (the \"Commencement Date\") which is the later of: (a)\nOctober 4, 1999, or (b) the date of issuance of a temporary certificate of\noccupancy for the Premises by the City \n\n                                       4\n\n \nof Beverly Hills, and shall terminate one hundred twenty (120) months after the\nCommencement Date, unless sooner terminated pursuant hereto or extended pursuant\nto Section 3.4. Promptly following the Commencement Date, Landlord and Tenant\nshall confirm the Commencement Date and the expiration date of the Term by\nexecuting and delivering a Memorandum of Commencement Date (\"Memorandum\")\nsubstantially in the form attached hereto as Exhibit \"C\".\n                                             ----------- \n     2.2  Acceptance of Premises.\n          ----------------------\n\n          (a) By entering into possession of the Premises or any part thereof\nand except for such matters as Tenant shall specify to Landlord in writing\nwithin sixty (60) days thereafter, Tenant shall be conclusively deemed to have\naccepted the Premises and to have agreed that the Premises are in satisfactory\ncondition and in full compliance with the requirements of this Lease as of the\ndate of such possession, except for (i) latent defects and (ii) minor details of\nconstruction, decoration and mechanical adjustments.  Landlord shall, promptly\nupon receiving notice from Tenant of any defects or deficiencies in the work\nconducted pursuant to the Final Plans, repair or correct the same in such manner\nas shall not cause unreasonable interference to Tenant in its use of the\nPremises, provided that (except in the case of latent defects) Tenant gives such\nnotice to Landlord within sixty (60) days following Tenant entering into\noccupancy.  Landlord (a) shall have no responsibility to correct, or liability\nwith respect to, any defects in any portion of any tenant improvements installed\nby a contractor of Tenant, and (b) shall be responsible for repair of and liable\nfor latent defects in the improvements to the Premises installed by Landlord's\ncontractors, subject to applicable statutes of limitation.  Landlord\nacknowledges that Landlord shall pay Tenant the balance of a tenant improvement\nallowance in the amount of $40.00 per rentable square foot of Floors 1, 2 and 3\nof the Premises and $20.00 per rentable square foot of Level B-1 of the\nPremises, a portion of which allowance has been funded by Landlord prior to the\ndate of this Lease.\n\n          (b) If Landlord and Tenant disagree as to the Commencement Date of\nthis Lease, the date maintained by Landlord to be the Commencement Date shall be\nbinding on the parties unless and until the matter is resolved by arbitration\npursuant to Article 34.  Tenant acknowledges that neither Landlord nor any agent\n            ----------                                                          \nof Landlord has made any representation or warranty, except as otherwise\nexpressly provided in this Lease, with respect to the Project (including the\nPremises and the Building), including without limitation, any representation or\nwarranty with respect to the suitability or fitness of the Project (including\nthe Premises and the Building), or any portion thereof, for the conduct of\nTenant's business.\n\n          (c) To Landlord's knowledge, as of the date of this Lease, the\nPremises are in compliance in all material respects with all existing laws,\nrules, regulations, ordinances and orders of all applicable federal, state, city\nand other governmental \n\n                                       5\n\n \nauthorities in effect as of the date of this Lease (collectively, \"Laws\"),\nincluding, without limitation, (i) the Americans' with Disabilities Act, 42\nU.S.C. 12102 et seq. and (ii) all Laws with respect to building, fire and health\ncodes, environmental protection and sanitation and pollution control. Landlord\nhas received no notice of, and has no knowledge of, any condition currently or\npreviously existing on the Premises or any portion thereof which may give rise\nto any violation of any existing law applicable to the Premises if it were\ndisclosed to the authorities having jurisdiction over the Premises.\n\n          (d) Landlord has not received any communication (written or oral),\nwhether from a governmental authority or third party that alleges that Landlord\nis not in full compliance with any applicable environmental law.  To Landlord's\nknowledge, there is no environmental claim pending or threatened with regard to\nthe Premises or the Project.\n\n     2.3  Commencement Prior to Project Completion.  Tenant agrees that the \n          ----------------------------------------\nCommencement Date may occur prior to the completion of portions of the Project,\nincluding without limitation, Building A, the plazas and landscaping, prior to\nthe completion of those portions of the Parking Garages which are not necessary\nin order to provide parking rights to Tenant in accordance with Section 6.1, and\n                                                                -----------\nprior to completion of any other portion of the Project.\n\n     2.4  Renewal Terms.\n          -------------\n\n          (a) Provided (i) Tenant is not in material default under this Lease\n(after any applicable notice and lapse of applicable cure periods), and (ii)\nTenant has not assigned this Lease or subleased any portion of the Premises\n(other than to a Related Entity), as of the date of exercise or the commencement\nof the renewal term (\"Renewal Term Commencement Date\"), Tenant shall have the\noption to renew this Lease (\"Renewal Option\") for the entire Premises then\nleased by Tenant (but not for a portion of the Premises), for two (2) successive\nperiods of five (5) years each (\"Renewal Terms\"), exercisable as follows:\n\n               (1) If Tenant is interested in renewing this Lease, Tenant may\n     deliver written notice thereof (\"Renewal Interest Notice\") to Landlord at\n     least twelve (12) months prior to the expiration of the initial Term of\n     this Lease as to the first Renewal Term or at least twelve (12) months\n     prior to the expiration of the prior Renewal Term, as to a subsequent\n     Renewal Option.\n\n               (2) Within thirty (30) days following receipt of Tenant's Renewal\n     Interest Notice, Landlord shall give Tenant notice (the \"Rental Notice\") of\n     its determination of the Fair Market Rental Rate for the Premises to be\n     effective as of the Renewal Term Commencement Date.\n\n               (3) (A) If Tenant desires to renew the Lease at \n\n                                       6\n\n \n          the Fair Market Rental Rate set forth in Landlord's Rental Notice,\n          Tenant shall give Landlord written notice thereof (an \"Undisputed\n          Renewal Notice\") before the date (the \"Outside Date\") that is the\n          later of: (i) thirty (30) days after the date of Landlord's Rental\n          Notice, and (ii) ten (10) months prior to the expiration of the Term.\n          If Tenant timely delivers the Undisputed Renewal Notice, the Term\n          shall be extended for the period equal to the Renewal Term and as of\n          the Renewal Term Commencement Date, the rental payable hereunder shall\n          be the Fair Market Rental Rate set forth in the Rental Notice.\n\n                    (B) If Tenant desires to renew the Lease but disputes\n          Landlord's determination of the Fair Market Rental Rate for the\n          Premises, then Tenant shall give Landlord written notice thereof (a\n          \"Disputed Renewal Notice\") before the Outside Date.  If Tenant timely\n          delivers the Disputed Renewal Notice, the Term shall be extended for\n          the period equal to the Renewal Term and the Fair Market Rental Rate\n          shall be determined pursuant to the appraisal procedure set forth in\n          Section 30.1 hereof.  In the event that such appraisal procedure has\n          not resulted in a final determination of the Fair Market Rental Rate\n          on or before the Renewal Term Commencement Date, then Tenant shall\n          continue to pay the rent as in effect on the day prior to the Renewal\n          Term Commencement Date (adjusted in accordance with Section 4.5) until\n          such final determination is made.  Within thirty (30) days after such\n          final determination, Tenant shall pay to Landlord the positive\n          difference, or Landlord shall refund to Tenant the negative\n          difference, between the amount of rent Tenant has actually paid and\n          the final determination of the Fair Market Rental Rate as applicable\n          to the period retroactive to the Renewal Term Commencement Date.\n\n                    (C) If Tenant does not deliver an Undisputed Renewal Notice\n          or a Disputed Renewal Notice within thirty (30) days after the date of\n          Landlord's Rental Notice, then Tenant's Renewal Option (and any\n          subsequent Renewal Options) shall automatically expire as of such\n          thirtieth day.\n\nNotwithstanding the foregoing subsections (1), (2) and (3), if Tenant fails to\ntimely deliver the Renewal Interest Notice, Tenant shall have the right,\nexercisable at any time prior to the Outside Date for the initial Term or for\nthe first Renewal Term, as the case may be, to deliver written notice to\nLandlord that Tenant desires to renew the Lease for the succeeding Renewal Term.\nIf Tenant timely delivers such notice, then within thirty (30) days thereafter,\nLandlord shall deliver to Tenant Landlord's determination of the Fair Market\nRental Rate for the Premises to be effective as of the Renewal Term Commencement\nDate.  Upon the expiration of the Term, the Lease shall then be automatically\n\n                                       7\n\n \nextended for the period equal to the Renewal Term and as of the Renewal Term\nCommencement Date, the rental payable hereunder shall automatically be adjusted\nto the Fair Market Rental Rate determined by Landlord pursuant to the preceding\nsentence.\n\n          (b) It is expressly understood that Landlord has the right to commence\nmarketing and, subject to Section 15.1, showing the Premises or any portion\n                          ------------                                     \nthereof to prospective tenants, subject to Section 15.1 hereof, up to twelve\n(12) months prior to the expiration of the initial Term of this Lease or twelve\n(12) months prior to the expiration of any Renewal Term as to which Tenant has\nexercised the Renewal Option (provided that Landlord shall not commit to lease\nany portion of the Premises to a third party until the last date for Tenant to\ngive the Renewal Notice).\n\n          (c) The Basic Rent during each Renewal Term shall be adjusted in\naccordance with the provisions of Article 5 (subject to any adjustment of the\n                                  ---------                                  \nBase Operating Expenses and Real Property Taxes as set forth in Landlord's\nnotice of the Notice Date Rental).\n\n          (d) The Renewal Option set forth in this Section 3.4 is personal to\n                                                   -----------               \nTenant and may not be assigned, transferred or conveyed to any party, except in\nconnection with an assignment of the Lease in its entirety to a Related Entity\nof Tenant (as defined in Section 14.10).  Nothing in this Section 3.4(d) shall\n                         -------------                    --------------      \nrequire Tenant to be in occupancy of the Premises as a condition to the exercise\nof the Renewal Option.\n\n         2.5  First Floor Cancellation Option. At any time between the\n              -------------------------------\nCommencement Date and that date which is six (6) months therefrom, provided that\nTenant is not in material default hereunder, Tenant shall have the option (the\n\"First Floor Cancellation Option\") to terminate this Lease with respect to Floor\n1 of Building B (the \"First Floor\") by providing Landlord written notice (the\n\"First Floor Cancellation Notice\") of Tenant's election so to do. Provided that\nTenant properly and timely exercises the First Floor Cancellation Option, then\nfrom and after that date which is thirty (30) days from Landlord's receipt of\nthe First Floor Cancellation Notice, this Lease shall be deemed amended to\nexclude from the definition of Premises the First Floor. From and after such\ndate, Basic Rent and Tenant's pro rata share of Operating Expenses and Real\nProperty Taxes and Tenant's share of parking spaces in the Garage and on Level\nB-2 of the Building shall be proportionately reduced. Thereafter, Tenant shall\nreimburse Landlord, within fifteen (15) days of Tenant's receipt from Landlord\nof a statement therefor (the \"Cancellation Cost Statement\"), for all of the\ncosts and expenses reasonably incurred by Landlord to prepare the First Floor\nfor multi-tenant use (the \"Cancellation Costs\"). Tenant's obligation promptly to\npay the Cancellation Costs shall be deemed rent for all purposes under this\nLease.\n\n30       Basic Rent; Security Deposit.\n         ----------------------------\n\n                                       8\n\n \n         3.1 Basic Rent.  Subject to adjustment in accordance with Section 4.5\n             ----------                                            -----------\nhereof, Tenant shall pay to Landlord Basic Rent for the Premises in the\nfollowing amounts per square foot of Rentable Area per month, without limiting\nthe Additional Rent payable by Tenant:\n\n                  For Floor B-1:                     $2.00\n                                                      ----\n                  For Floors 1, 2 and 3:             $3.50\n                                                      ----\n\n         3.2 Partial Months.  If the Term begins on a day other than the first\n             --------------\nday of a calendar month, or ends on a day other than the last day of a calendar\nmonth, Basic Rent for such beginning or ending month shall be prorated based\nupon a fraction, the numerator of which fraction shall be the number of days in\nsuch month occurring during, or before or after, the Term, and the denominator\nof which shall be thirty (30).\n\n         3.3 No Offset. The Basic Rent, together with any rent adjustments\n             ---------\npursuant to Article 5 and all other adjustments made or sums due from Tenant\n            ---------\nhereunder (\"Additional Rent\"), shall be paid to Landlord, on the first day of\nevery month of the Term, without deduction or offset of any kind, in advance and\nwithout demand (except as otherwise herein expressly provided) in lawful money\nof the United States of America at the Office of the Building at the Project or\nto such other person and\/or location as Landlord may from time to time designate\nin writing. The Basic Rent and Additional Rent and other amounts due and payable\nby Tenant hereunder are sometimes referred to herein collectively as the \"rent.\"\nThe obligation to pay rent shall commence on the Commencement Date and the first\nmonth's rent, together with the Security Deposit, shall be payable on such date.\n\n         3.4 Security Deposit.  Tenant will pay Landlord, upon execution of this\n             ----------------\nLease by Tenant, cash or wired funds or in the form of a stand-by letter of\ncredit, in form and substance reasonably satisfactory to Landlord, in the amount\nof Six Hundred Thousand Dollars ($600,000) (\"Security Deposit\") as security for\nthe full and faithful performance of each of the terms hereof by Tenant.\nLandlord shall keep the Security Deposit separate from its general funds.\nProvided that Tenant does not commit a default under this Lease, Tenant shall be\nentitled to interest, to the extent actually earned, on the Security Deposit. If\nTenant defaults with respect to any provision of this Lease, including but not\nlimited to the provisions relating to the payment of rent, Landlord may, but\nshall not be required to, following notice thereof to Tenant, use, apply or\nretain all or any part of the Security Deposit for the payment of any rent or\nany other sum in default, or for the payment of any other amount which Landlord\nmay spend or become obligated to spend by reason of Tenant's default or to\ncompensate Landlord for any other loss or damage which Landlord may suffer by\nreason of Tenant's default, including without limitation, reasonable costs and\nreasonable attorneys' fees incurred by Landlord to recover possession of the\nPremises upon a default by Tenant hereunder. If any portion of said Security\nDeposit is so used or applied,\n\n                                       9\n\n \nTenant shall, within fifteen (15) days after demand therefor, deposit cash with\nLandlord in an amount sufficient to restore the Security Deposit to its original\namount and Tenant's failure to do so shall constitute a default hereunder by\nTenant. If Tenant shall fully and faithfully perform every provision of this\nLease to be performed by it, the Security Deposit or any balance thereof shall\nbe returned to Tenant (or, at Landlord's option, to the last assignee of\nTenant's interest hereunder) within thirty (30) days following the later of\nexpiration of the original Term (or earlier termination of the Term, other than\nas a result of Tenant's default), and surrender of possession of the Premises to\nLandlord.\n\n         3.5 Rental Escalations.  Commencing on the first (1st) anniversary of\n             ------------------\nthe Commencement Date, and every annual anniversary thereafter, the Basic Rent\nshall be increased pursuant to the provisions of this Section 4.5 by the lesser\n                                                      -----------\nof (i) the CPI Increase (as hereinafter defined) or (ii) four percent (4%). The\nCPI Increase shall mean the percentage by which the CPI Index as of August 1 in\nthe year the adjustment is made exceeds the CPI Index as of August 1 in the\nimmediately preceding year. The CPI Index shall mean the Consumer Price Index\nfor All Urban Consumers for the Los Angeles-Riverside-Orange County Area (1982\nto 1984 = 100) as published by the United States Department of Labor, Bureau of\nLabor Statistics.\n\n40       Rent Adjustments.\n         ----------------\n\n         4.1 Operating Expenses and Real Property Taxes.\n             ------------------------------------------\n\n             (a) Tenant shall pay as Additional Rent for each Lease Year (as\ndefined in Section 5.5) during the Term an amount equal to Tenant's \"pro rata\n           -----------                                                       \nshare\" of the excess of the amount of Operating Expenses and Real Property Taxes\nfor such Lease Year over the Operating Expenses and Real Property Taxes for\ncalendar year 2000 (\"Base Year Amount\").  Tenant's \"pro rata share\" share shall\nbe determined by a fraction, the numerator of which is the number of square feet\nof Rentable Area in the Premises as set forth in Section 26.3 and the\ndenominator of which is the number of square feet of Rentable Area in the\nProject as set forth in Section 26.3, unless otherwise expressly set forth\nherein.  \"Operating Expenses and Real Property Taxes\" means the sum of the\nOperating Expenses and Real Property Taxes for the relevant Lease Year, as each\nsuch term is defined in this Article 5.\n                             --------- \n\n             (b) Any costs or expenses for services or utilities in excess of\nthose required by this Lease to be supplied by Landlord, not otherwise included\nin Operating Expenses, and which are attributable directly to Tenant's use or\noccupancy of the Premises, shall be paid in full by Tenant as Additional Rent on\nthe next date for payment of Basic Rent which is at least twenty (20) days after\nthe date Landlord bills Tenant therefor.\n\n                                       10\n\n \n          (c) \"Operating Expenses\" shall mean the total of all costs, expenses\nand disbursements incurred or paid by Landlord (other than Real Property Taxes)\nin connection with the ownership, management, operation, maintenance (including\ncleaning, protecting and servicing the Project) and repair, replacement and\nrestoration of the Project (including, without limitation, the Common Areas and\nthe Parking Garages).  Landlord shall, to the extent Landlord deems necessary or\nappropriate, allocate Operating Expenses for the entire Project to different\nbuildings in the Project in such a manner as Landlord may reasonably determine\nto reasonably reflect the actual utilization of utilities, services, and\nmaterials by the tenants in the Project.  Operating Expenses shall include,\nwithout limitation, (i) the cost of providing, managing, operating, maintaining\nand repairing air conditioning, sprinkler, fire and life safety, electrical,\nwater, steam, heating, mechanical, ventilation, elevator systems and all\nutilities and the cost of supplies, tools and equipment purchased and\nmaintenance and service contracts entered into in connection therewith; (ii) the\ncost of repairs (including but not limited to roof repairs; provided that the\nreplacement of all or substantially all of the roof shall be a capital\nexpenditure and not an Operating Expense), general maintenance, cleaning,\nlandscaping, gardening, trash removal, telephone service and equipment, light\nbulbs, tube and ballast replacement, supplies, security and other protection\nservices; (iii) the cost of fire, extended coverage, boiler, sprinkler,\napparatus, public liability, property damage, rent, earthquake and other\ninsurance customarily carried by landlords of the highest category of premiere,\nfirst-class office building projects in the Golden Triangle area and on Maple\nDrive in Beverly Hills, California; (iv) wages, salaries and other labor costs\nincluding taxes, insurance, retirement, medical and other employment benefits,\nincluding, without limitation, such costs for a parking system manager for the\nProject (if any) (provided that if a parking system manager is not employed at\nthe Project during calendar year 2000 but is employed thereafter, then, with\nrespect to any year in which the parking system manager is employed at the\nProject, the Base Year Amount used for the calculation of Tenant's pro rata\nshare of Operating Expenses shall be equitably adjusted as if such parking\nmanager had worked for a comparable period during calendar year 2000); (v) fees,\ncharges and other costs, including management fees (including the management fee\npayable to the Project manager not to exceed three percent (3%) of the gross\nreceipts of the Project on an annual basis), reasonable consulting fees,\nreasonable legal fees and reasonable accounting fees of all independent\ncontractors engaged by Landlord or reasonably charged by Landlord (at a rate no\nhigher than that which would be charged by an independent contractor) if\nLandlord performs such management services in connection with the Project; (vi)\nthe cost of supplying, replacing and cleaning employee uniforms; (vii) the fair\nmarket rental value of Landlord's and the property manager's offices and storage\nareas in the Building, provided said offices and storage areas are devoted to\nthe management, operation, maintenance or repair of the Project and shall not\nexceed 1,000 square feet of \n\n                                       11\n\n \nRentable Area; (viii) the cost of business taxes and licenses relating solely to\nthe operation of the Project; (ix) fees, charges or assessments imposed by any\nfederal, state or local government for fire and police protection, trash\nremoval, community services, or other similar services (whether directly or\nthrough a special assessment district) which do not constitute Real Property\nTaxes; (x) any charges which are payable by Landlord pursuant to a service\nagreement with the City of Beverly Hills under a special assessment district or\npursuant to any other lawful means; (xi) the costs of contesting the validity or\napplicability of any governmental enactment which would increase Operating\nExpenses; (xii) depreciation of the cost of acquiring or the rental expense of\npersonal property used in the maintenance, operation and repair of the Project;\n(xiii) all costs of management, operation, maintenance and repair of the Parking\nGarages; (xiv) the costs of providing janitorial and life safety alarm services;\nand (xv) any other expenses of any kind whatsoever reasonably incurred for\nmanaging, operating, maintaining and repairing the Project. Operating Expenses\nshall also include \"Capital Improvement Amortization.\" \"Capital Improvement\nAmortization\" shall mean the amount determined by multiplying the actual cost,\nincluding actual financing costs, of each Capital Improvement acquired by\nLandlord by the constant annual percentage required to fully amortize such cost\nover the useful life of the Capital Improvement (as reasonably determined by\nLandlord at the time of acquisition). The Capital Improvement Amortization shall\nbe allocated and included in Operating Expenses in accordance with generally\naccepted accounting and management practices; provided that the amount of\nCapital Improvement Amortization charged to Tenant for Cost Saving Capital\nImprovements shall not exceed the amount by which the Operating Expenses\notherwise allocable to Tenant are reduced as a result of such Cost Saving\nCapital Improvements. \"Capital Improvements\" shall mean any equipment, device or\nother improvement acquired or installed subsequent to the date of this Lease (i)\nto achieve economies in the operation, maintenance and repair of the Building or\nsuch relevant portion of the Project (\"Cost Saving Capital Improvement\"), (ii)\nto comply with any Laws, controls or (to the extent generally complied with by\nlandlords in comparable projects) guidelines, as more particularly described in\nSection 7.4, or (iii) to comply with any other governmental requirement with \n-----------             \nrespect to the Buildings or any such relevant portion of the Project, including\nwithout limitation, fire, health, safety or construction requirements, if the\ncost thereof is capitalized on the books of Landlord in accordance with\ngenerally accepted accounting and management practices.\n\n     For purposes of computing rent adjustments pursuant to this Section 5.1,\n                                                                 ----------- \nOperating Expenses for the entire Project shall be allocated and charged to\nTenant in accordance with generally accepted accounting and management\npractices. Operating Expenses shall be adjusted, including for calendar year\n2000, to reflect one hundred percent (100%) occupancy of the Project during any\nperiod in which the Project is not one hundred percent (100%) \n\n                                       12\n\n \noccupied. Operating Expenses for calendar year 2000 shall be adjusted to reflect\nthe cost of any repair warranty that is incurred in calendar year 2001 that (A)\nwas not incurred in calendar year 2000, and (B) would have been incurred in\ncalendar year 2000 but for contractor's warranties obtained by Landlord in\nconnection with the buildout of the Project. Landlord shall have the right, from\ntime to time, to allocate some or all of the Operating Expenses for the Project\namong different portions, such as office or retail portions or separate\nbuildings, of the Project (\"Cost Pools\"), in accordance with generally accepted\naccounting and management practices. The Operating Expenses within each such\nCost Pool shall be allocated and charged to the tenants within such Cost Pool as\nan amount per square foot of Rentable Area, based on the total Rentable Area\nwithin such Cost Pool. The Operating Expenses for the Project (or only those\nOperating Expenses allocable to the Cost Pool of the Project which includes the\ntenants of such space, if such an allocation is made) shall be allocated and\ncharged to tenants based on the Rentable Area of the Project (or based on the\nRentable Area of such Cost Pool if such an allocation of Operating Expenses is\nmade). No specific item of expense shall be included more than once in Operating\nExpenses, Real Property Taxes, or Capital Improvement Amortization.\n\n     Notwithstanding any other provision hereof, Operating Expenses shall not\ninclude the following:\n\n          (1) The cost of repair to the Buildings, including the Premises, to\nthe extent Landlord is entitled to be, and is, reimbursed for the cost of the\nrepairs by insurance carried by Landlord or any third party or by a warranty or\nservice contract;\n\n          (2) Marketing costs including leasing commissions, attorneys' fees in\nconnection with the negotiation and preparation of letters, deal memos, letters\nof intent, leases, subleases and\/or assignments, space planning costs, and other\ncosts and expenses incurred in connection with the lease, sublease and\/or\nassignment negotiations and transactions with present or prospective tenants\n(including Tenant) or other occupants of the Buildings;\n\n          (3) Costs, including permit, license and inspection costs, incurred\nwith respect to the installation of improvements made for other tenants or\noccupants in the Buildings or incurred in renovating or otherwise improving,\ndecorating, painting or redecorating vacant space for other tenants or occupants\nof the Buildings;\n\n          (4) The cost of utilities charged directly to individual tenants\n(including Tenant) and costs of other services charged to tenants (including\nTenant);\n\n                                       13\n\n \n          (5) The cost of painting and decorating or otherwise improving the\nPremises, any vacant space, or premises of other tenants;\n\n          (6) Except as specifically provided otherwise in this Article 5,\n                                                                --------- \namortization and depreciation of the Buildings and other real property\nstructures in the Project;\n\n          (7) Interest, points and fees on debt or amortization payments on any\nreal property mortgages or deeds of trust and ground lease payments;\n\n          (8) Legal and other related expenses associated with the enforcement\nof leases or the securing or defense of Landlord's title to the Land, the\nBuildings or other portions of the Project;\n\n          (9) Advertising and public relations costs (such as promotional\nevents) incurred directly for leasing individual space in the Buildings or other\nportions of the Project;\n\n          (10) Landlord's general corporate overhead and general administrative\nexpenses not related to the operation of the Project (such as fees and costs in\nconnection with the sale or refinancing of the Project) and all compensation to\nexecutives, officers or partners of Landlord or to persons who are executives or\nofficers of partners of Landlord or to any other person at or above the level of\nbuilding manager, other than the building manager of the Buildings or Project;\n\n          (11) Any compensation paid to clerks, attendants or other persons in\ncommercial concessions operated by Landlord or by others;\n\n          (12) All items and services for which Tenant or any other tenant in\nthe Buildings is obligated to reimburse Landlord and all items and services\nsupplied selectively to any tenant without reimbursement, provided that, any\nitem or service supplied selectively to Tenant at Tenant's request shall be paid\nfor by Tenant;\n\n          (13) The costs of (i) payroll for clerks, attendants and other\npersons, (ii) bookkeeping, (iii) parking insurance, (iv) parking management\nfees, (v) Parking Garage restriping, (vi) tickets, and (vii) uniforms, for the\nParking Garages and any off-site parking facility made a part of the Project\npursuant to Section 6.2;\n            ----------- \n\n          (14) Costs of capital improvements to the Buildings and other portions\nof the Project in excess of $5,000 or other capital expenditures in excess of\n$5,000 other than the Capital Improvement Amortization;\n\n          (15) Costs of repairs or modifications to the Buildings or Premises\ndue to Landlord's failure, if any, to \n\n                                       14\n\n \nconstruct the Buildings and Premises in full compliance with all governmental\nregulations, ordinance and laws effective at the time of construction;\n\n          (16) The cost of any political or charitable donations or\ncontributions, and trade association dues and Landlord's convention costs;\n\n          (17) Interest, fines or penalties assessed as a result of Landlord's\nfailure to make payments in a timely manner, unless such failure is reasonable\nunder the circumstances except to the extent any such payment is deferred by\nLandlord to avoid being paid in 2000 as part of the Base Year Amount;\n\n          (18) Costs of complying with Laws in effect on the date hereof\nrelating to hazardous materials or substances (\"Hazardous Materials\") which are\nincurred (A) to remove or remediate Hazardous Materials used or released on the\nProject in the course of the original construction of the Project, or (B) as a\nresult of the presence of Hazardous Materials in the soil or groundwater under\nthe Project on or before the date of execution of this Lease or (C) as a result\nof the violation of any such Laws by any other tenant in the Project.  All other\ncosts and expenses associated with the compliance with Laws relating to all\nHazardous Materials shall be included as Operating Expenses, or to the extent\nthat such compliance constitutes a Capital Improvement, such costs shall be\npayable by Tenant to Landlord as Capital Improvement Amortization under this\nLease, amortized over the remaining useful life of the Building;\n\n          (19) Costs of purchasing, installing and replacing art work in the\nBuilding or elsewhere in the Project;\n\n          (20) Except for making repairs or keeping permanent systems in\noperation while repairs are being made, rentals and other related expenses\nincurred in leasing air conditioning systems, elevators or other equipment\nordinarily considered to be of a capital nature, except equipment not affixed to\nthe Buildings which is used in providing janitorial or similar services;\n\n          (21) Any bad debt loss, rent loss or reserves for bad debts or rent\nloss;\n\n          (22) Except to the extent specifically provided otherwise in the\nLease, and except as to the management fees payable to Landlord or its\nsubdivisions or affiliates, the overhead and profit increments paid to Landlord,\nor to any subdivision or affiliate of Landlord, for goods and\/or services in the\nBuilding, to the extent such overhead and profit increments exceed the costs of\ncomparable, first-class, high quality goods and\/or services, delivered or\nrendered by unaffiliated third parties of comparable reputation, stature,\nexperience and quality to Landlord, on a competitive basis;\n\n                                       15\n\n \n          (23) Costs for which Landlord has been compensated by a management\nfee;\n\n          (24) Increase in premiums for insurance carried by Landlord pursuant\nto this Lease, which such increase is caused by use of the Project by Landlord\nor any other tenant of Landlord which is hazardous on account of fire or\notherwise or premiums for any insurance carried by Landlord which is not\ncustomarily carried by other reasonably prudent landlords in comparable first-\nclass office buildings;\n\n          (25) Any costs, fines or penalties incurred directly as a result of\nviolations by Landlord of any Laws or other requirement of any governmental\nauthority.\n\nIn light of the fact that a portion of the Base Operating Expense and Real\nProperty Taxes is the Base Year Amount, Landlord shall not reduce insurance\ncoverages in 2000 (to the extent the costs thereof are charged to Tenant as\nOperating Expenses) for the purpose of reducing the insurance costs included in\nthe Operating Expenses for calendar year 2000 below the amount that such\nexpenses are projected by Landlord to be in 2001.  Furthermore, Landlord shall\nnot intentionally or knowingly reduce any Operating Expenses in calendar year\n2000 for the purpose of artificially inflating Tenant's pro rata share of\nOperating Expense increases in subsequent years.\n\n     4.2  Real Property Taxes.  \"Real Property Taxes\" means all taxes, \n          -------------------   \nassessments (special or otherwise) and charges levied upon or with respect to\nthe Project and ad valorem taxes on personal property used in connection \n                -- -------                                   \ntherewith. Real Property Taxes shall include, without limitation, any tax, fee\nor excise on the act of entering into this Lease or any other lease of space in\nthe Project, on the occupancy of Tenant or any other tenant of the Project, the\nrent hereunder or in connection with the business of owning and\/or renting space\nin the Project which are now or hereafter levied, assessed or imposed against\nLandlord by the United States of America, the State of California or any\npolitical subdivision, public corporation, district or other political or public\nentity, and shall also include any other tax, assessment, fee or excise, however\ndescribed (whether general or special, ordinary or extraordinary, foreseen or\nunforeseen), to the extent it may be levied, assessed or imposed in lieu of, as\na substitute, in whole or in part, for or as an addition to, any other Real\nProperty Taxes. Landlord may pay any such special assessments in installments\nwhen allowed by law, in which case Real Property Taxes shall include any\ninterest charged thereon. In recognition of the decrease in the level and\nquality of governmental services and amenities as a result of Proposition 13,\nReal Property Taxes shall also include any private assessments or the Building's\ncontribution towards a private cost-sharing agreement for the purpose of\naugmenting or improving the quality of service and amenities normally provided\nby governmental agencies, provided that Tenant shall not be responsible for any\nshare of any such assessments or contribution \n\n                                       16\n\n \nvoluntarily assumed by Landlord unless Tenant has given its prior approval\nthereof, such approval not to be unreasonably withheld in light of Landlord's\nobligation and desire to operate the Project in a manner consistent with the\nhighest category of premiere, first class office building projects in the Golden\nTriangle area and on Maple Drive in Beverly Hills, California. Real Property\nTaxes shall also include reasonable legal fees, costs and disbursements incurred\nin connection with proceedings to contest, determine or reduce Real Property\nTaxes, but shall exclude any such costs otherwise included in Operating\nExpenses, any taxes paid directly by Tenant pursuant to Sections 10.1 and 10.2\n                                                        ----------------------\nand any penalties assessed against the Project or Landlord as a result of\nLandlord's failure to timely pay any installment of Real Property Taxes when due\n(except where such failure is caused by the failure of Tenant to pay timely its\nshare of such Real Property Taxes in accordance with this Lease).  Real Property\nTaxes shall not include income, franchise, transfer, inheritance, estate, or\ncapital stock taxes, unless and, to the extent, due to a change in the method of\ntaxation, any of such taxes are levied, assessed or imposed against Landlord in\nlieu of, as a substitute, in whole or in part, for or as an addition to, any\nother tax which would otherwise constitute a Real Property Tax.  At all times\n(including calendar year 2000 if applicable) prior to the assessment of the\nProject on a fully completed basis, Real Property Taxes shall be adjusted to\nreflect the amount which Real Property Taxes would be if the Project were\nassessed on a fully completed and occupied basis.  For purposes of computing\nrent adjustments pursuant to this Article 5, Real Property Taxes shall be\n                                  ---------                              \nallocated and charged to Tenant in accordance with generally accepted accounting\nand management practices and expressed as an amount per square foot of Rentable\nArea, provided that at all times all Real Property Taxes are allocated to all\nportions of the Rentable Area of the Project.  Notwithstanding any other\nprovision hereof, parking revenue taxes shall not be included in Real Property\nTaxes or Operating Expenses.\n\n     4.3  Payment.  Prior to the commencement of each Lease Year, or as soon \n          -------                                                  \nthereafter as possible (except for the first Lease Year), Landlord shall furnish\nto Tenant a statement (\"Landlord's Statement\") containing Landlord's reasonable\nestimate of the Operating Expenses and Real Property Taxes and Capital\nImprovement Amortization (collectively, \"Project Expenses\") for such Lease Year\nand a calculation of the Additional Rent, if any, payable by Tenant for such\nLease Year pursuant to this Article 5 on the basis of such estimate.  If the \n                            ---------                                \nLease Year is a full year, Tenant shall pay to Landlord one-twelfth (1\/12th) of\nthe amount of said Additional Rent on each monthly rent payment date during such\nyear (commencing on January 1) until further adjustment pursuant to this Section\n                                                                         -------\n5.3. If the Lease Year is a partial year, Tenant shall pay to Landlord on each \n---\nmonthly rent payment date in such partial year an amount equal to said\nAdditional Rent (for such partial Lease Year) divided by the number of months in\nsaid partial Lease Year. If Landlord's Statement is furnished after the start of\nthe Lease Year, then on the next monthly rent \n\n                                       17\n\n \npayment date which is at least thirty (30) days after Tenant's receipt of\nLandlord's Statement, Tenant shall pay the entire portion of the Additional Rent\nattributable to portions of the Lease Year prior to such date. Landlord may\nreasonably adjust Tenant's monthly rent payments under this Article 5 up to one\n                                                            ---------  \ntime during the Lease Year to reflect the then current or estimated Project\nExpenses and actual expenditures made during the elapsed portion of the Lease\nYear. Within 180 days following each Lease Year, Landlord shall furnish to\nTenant a statement prepared or attested by an independent public accountant\nselected by Landlord showing the actual Project Expenses during the previous\nLease Year, and Landlord shall compute any charge or credit to Tenant necessary\nto adjust rent previously paid by Tenant to reflect the actual Project Expenses.\nIf such statement and computation reveal an underpayment, Tenant shall pay to\nLandlord an amount equal to such underpayment (whether or not this Lease has\nexpired or been terminated) on the next date for payment of Basic Rent which is\nat least twenty (20) days after Landlord's Statement, and if such statement and\ncomputation show an overpayment, Landlord shall credit the next monthly rental\npayment of Tenant, or, if the Term has expired, refund the overpayment to Tenant\nwithin thirty (30) days after expiration of the Term. Tenant shall have the\nright, at its expense, to cause a firm of certified public accountants or a firm\nthat provides operating expense review services selected by Tenant (or Tenant's\nown in-house certified public accountant, who may be assisted by other advisors\nof Tenant) (provided that in no event may any such firm or advisor be\ncompensated on any basis determined by a percentage of the savings effectuated\nby such accountant or advisor) to conduct an audit of Landlord's Statement of\nProject Expenses and the calculation of Tenant's Additional Rent for each Lease\nYear provided that such audit must be commenced within two (2) years after\nreceipt of Landlord's reconciliation statement for the relevant Lease Year; if\nsuch audit reveals that the Project Expenses were overstated in Landlord's\nStatement, Landlord shall promptly refund the overcharge revealed by the audit\nto Tenant and if the audit reveals an overstatement of Project Expenses in\nLandlord's Statement by more than three percent (3%), then Landlord shall also\nreimburse Tenant for the actual reasonable out-of-pocket costs of the audit paid\nby Tenant within thirty (30) days after presentation of a statement therefor by\nTenant.\n\n     4.4  Lease Year; Proration.  \"Lease Year\" shall mean the whole or partial \n          ---------------------\ncalendar year commencing on the Commencement Date and ending on December 31 of\nthe year in which the Commencement Date occurs, and all subsequent calendar\nyears within the Term. The amount of Additional Rent payable by Tenant under\nthis Article 5 for any partial month shall be prorated on a daily basis within\nthat month.\n\n50   Parking Rights.\n     --------------   \n\n     5.1  Tenant's Parking Rights.\n          -----------------------     \n\n                                       18\n\n \n          (a) Tenant shall be provided with and shall rent, subject to Section\n                                                                       -------\n6.1(b), for the entire Term of this Lease, ten (10) passes for parking spaces on\n------                                                                          \nlevel B-1 of the Building and Tenant's pro rata share of the parking spaces on\nlevel B-2 of the Building.  Further, Tenant shall be entitled to rent passes for\nits pro rata share of the parking spaces in the Garage.  The services of any\nparking attendant or valet requested by Tenant in connection with such parking\nand reasonable direct enforcement costs (including costs of barriers and signs\nand any changes thereto caused by Tenant's election under subsection (b) to\nincrease or decrease the number of parking passes it rents) shall be paid for\ndirectly by Tenant as Additional Rent and not as part of Operating Expenses.\n\n          (b) Upon giving at least sixty (60) days prior notice to Landlord at\nany time during the Term, Tenant shall have the option to adjust upward (up to\nthe limits set forth in Paragraph 6.1(a) above) or downward the number of\n                        ----------------                                 \nparking passes it rents hereunder.  In no event shall Landlord be required to\nmake any modifications to the Parking Garage or other portions of the Project as\na result of the existence of any Laws governing Tenant or its use of the Project\nor the parking rights of Tenant's employees.\n\n          (c) Initially, Tenant shall pay as Additional Rent for the parking\npasses the following amounts:\n\n               (i)   For parking spaces on level B-1: One Hundred Seventy-Five\nDollars ($175.00) per month;\n \n               (ii)  For parking spaces on level B-2, as well as reserved spaces\nin the Garage: One Hundred Fifty-Five Dollars ($155.00) per month;\n\n               (iii) For unreserved parking spaces in the Garage:  One Hundred\nTwenty-Five Dollars ($125.00) per month;\n\nFrom and after the first anniversary of the Commencement Date, Landlord may\nincrease the monthly rental rate for the parking passes, no more frequently than\nonce a year, so that such rate is consistent with prevailing market rates in the\narea.  At Tenant's written request, Landlord shall provide Tenant with what\nLandlord in good faith believes to be substantiation for such rate increases.\n\n          (d) To the extent available, Tenant shall have the right to validate\nparking for Tenant's invitees upon reasonable, nondiscriminatory terms and\nconditions and subject to reasonable, nondiscriminatory rules and regulations\nestablished from time to time by Landlord or Landlord's operator or licensee\nsubject to and in accordance with the Rules Requirements.  Tenant shall pay the\ncurrent prevailing rate charged by Landlord to other tenants in the Project for\nvalidation parking.\n\n                                       19\n\n \n          (e) The parking passes rented by Tenant pursuant to this Article 6 are\n                                                                   ---------    \nprovided to Tenant solely for use by Tenant's own personnel and visitors, and\nsuch passes may not be transferred, assigned, subleased or otherwise alienated\nby Tenant without Landlord's prior approval except to a Permitted Transferee or\nto a permitted Sublessee or Assignee.\n\n          (f) Landlord may, at Landlord's option, rent parking passes (or\nparking spaces) in the Garage to individuals or entities who or which are not\ntenants of the Project.  Landlord agrees to implement a system reasonably\ndesigned to ensure that tenants of the Project have a preference over non-\ntenants for the more desirable (i.e. covered) parking spaces.  Landlord further\nagrees that at all times during the Term, Landlord shall make available to\nTenant, on the terms and conditions set forth above, no less than the number of\nparking spaces indicated in Section 6.1(a), subject to adjustment as provided in\nSection 15.2.  If adjusted pursuant to Section 15.2, in no event shall the total\nnumber of parking spaces made available to Tenant be less than 3.5 spaces per\neach 1,000 square feet of Rentable Area of the Premises.\n \n     5.2  Off-Site Parking.       Without changing or reducing Tenant's parking \n          ----------------\nrights under Section 6.1, Landlord shall have the right to provide parking for\n             -----------\ntenants of the Project other than Tenant at off-site locations other than the\nParking Garage, in which event, said off-site locations other than the Parking\nGarage shall be deemed part of the Project for purposes of this Lease provided\nthat such parking at off-site locations shall not increase the Operating\nExpenses, Real Property Taxes or Capital Improvement Amortization otherwise\nallocable to Tenant hereunder. Nothing in this Lease shall be deemed to prohibit\nor limit Landlord's right to change, delete or modify any such off-site parking\nareas.\n \n60  Utilities and Services.\n    ----------------------\n \n     6.1  Landlord Obligations.  Landlord shall furnish the services and \n          --------------------\nutilities described in this Section 7.1 to the Premises during the periods from\n8:00 a.m. to 6:00 p.m., Monday through Friday and 9:00 a.m. to 12:00 Noon\nSaturday, except on New Year's Day, Martin Luther King Day, President's Day,\nMemorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and\nother holidays on which the New York Stock Exchange is closed, and subject to\nrules and regulations from time to time established by Landlord in compliance\nwith the Rules Requirements (such hours and days of operation are herein called\n\"Normal Working Hours\"). The cost of providing such services and utilities shall\nbe included in Operating Expenses except as specifically provided otherwise\nherein.\n\n          (a) HVAC.  Landlord shall furnish heating, ventilation and air\n              ----                                                      \nconditioning (\"HVAC\") in amounts required for the use and occupancy of the\nPremises for normal office purposes consistent with the highest category of\npremiere, first-class office \n\n                                       20\n\n \nbuilding projects in the Golden Triangle area and on Maple Drive in Beverly\nHills, California. Tenant shall not, without Landlord's prior written consent,\nuse heat-generating machines (other than normal fractional horsepower office\nmachines) or other machinery or equipment (including but not limited to \"space\nheaters\") which may affect the temperature otherwise maintained in any portion\nof the Premises by the HVAC system, and if such temperature is affected as a\nresult of: (i) any lights, machines or equipment (including without limitation,\ncomputers, telephone switches, photocopiers and electronic data processing\nmachines) used by Tenant in the Premises in excess of normal office use; (ii)\nthe occupancy of the Premises by more than one person per one hundred fifty\n(150) square feet of Rentable Area therein; or (iii) an electrical demand in\nexcess of four and one-half (4.5) watts (connected load) per square foot of\nRentable Area of the Premises, Landlord shall have the right to install, after\nnotice to Tenant and a thirty (30) day opportunity for Tenant to restore the\nrequired temperature balance in the Premises, any supplemental machinery or\nequipment which Landlord reasonably deems necessary to restore temperature\nbalance, including without limitation, modifications or additions to the\nstandard air conditioning equipment, and the cost thereof including the\nreasonable cost of equipment and installation and any additional reasonable cost\nof operation and maintenance incurred thereby, shall be paid by Tenant to\nLandlord within thirty (30) days following demand therefor by Landlord. Landlord\nmakes no representation with respect to the adequacy or fitness of the HVAC\nsystem or equipment in the Building to maintain temperatures which may be\nrequired for, or because of, any equipment of Tenant except with respect to the\nequipment specifically shown on the Final Plans or which is typically used in\nsimilar locations and densities by other tenants in first-class office buildings\ncomparable to the Building, and Landlord shall have no liability for loss or\ndamage in connection therewith. Tenant hereby agrees to indemnify, defend,\nprotect and hold Landlord harmless from and against any and all loss, damage,\nclaim, liability, expense or costs, including attorneys' fees, incurred by\nLandlord to any other tenant in the Project as a material result of the use by\nTenant of electric current, HVAC or other services in excess of the capacity of\nthe Building Systems set forth in this subsection (a).\n\n                                       21\n\n \n          (b) Electricity.  Landlord shall furnish sufficient electric power at\n              -----------                                                      \n277 volts, single phase, to supply tenant lighting load permitted by the State\nof California, Title 24 energy code (1.5 watts per square foot of Usable Area)\nand sufficient power at 120\/208 volts, three phase, four wire, for 3 watts\nconnected load per square foot of Usable Area for office power.  If specifically\napproved by Landlord, either pursuant to Article 8 or otherwise, additional\n                                         ---------                         \npower may be made available at 480 volts, three phase, for additional power\nand\/or air-conditioning requirements up to the limit of available building power\ntaking into account potential needs of other tenants and a reasonable safety\nfactor.  The cost of equipment and installation for transformers, panel boards,\nbus duct taps, feeders, and other items required for the utilization of such\nadditional power shall be paid by Tenant.  Tenant shall not install or operate\nin the Premises any electrically operated machinery, appliances or equipment\n(including without limitation, computers, telephone switches, electronic data\nprocessing machines, word processors, photocopiers, and punch card machines, and\nmachines using in excess of 110 volts) which would exceed the capacity of the\nBuilding Systems as determined by Landlord, except as specifically shown on the\nFinal Plans.  Without the prior written consent of Landlord, which Landlord may\nrefuse in its reasonable discretion, Tenant shall not install or operate any\napparatus, device, machinery, appliances or equipment in the Premises, which\nwill in any way increase the amount of electricity usually furnished or supplied\nfor use of the Premises as general office space; nor connect any apparatus,\ndevice, machinery, appliances or equipment (except through existing electrical\noutlets in the Premises), for the purpose of using electric current.\nNotwithstanding the above, Tenant may install computers, word processing and\nduplicating machines and office equipment typically found in buildings in the\nhighest category of premiere, first-class office building projects in the Golden\nTriangle area and on Maple Drive in Beverly Hills, California as long as the\nelectrical capacity limits set forth above are not exceeded.  Tenant agrees to\npay Landlord directly (instead of as part of Operating Expenses and in addition\nto Operating Expense payments pursuant to Section 5.1) for the cost of\n                                          -----------                 \nelectrical power (at rates no higher than the applicable rates charged to the\nProject by the public utility providing similar service) used by Tenant which\nexceeds the amount of such power typically used by other tenants in the Project\nsuch that the allocation of electricity costs to all tenants in the Project\nthrough Operating Expenses would otherwise be distorted or unfair (and Landlord\nshall not enforce this sentence in a discriminatory manner as to Tenant).  If\nLandlord determines at any time during the Term that Tenant is using such excess\namount of electric power, Landlord shall have the right to install a submeter on\nany floor or floors, or portion of any floor or floors, of the Premises to\ndetermine the actual amount of electric power which Tenant is utilizing from\ntime to time.  If such submeter indicates that Tenant's usage of electric power\nexceeds the amount of such electric power typically used by other tenants in the\nProject and that the allocation of electricity costs to all tenants in the\n\n                                       22\n\n \nProject through Operating Expenses is, therefore, materially distorted or\nunfair, then Tenant shall pay Landlord the actual cost of equipment and\ninstallation for such submeter and shall pay directly (instead of as part of\nOperating Expenses) for the actual cost of such excess electric power usage plus\nany additional expense incurred in keeping account of the electric power so\nconsumed. Landlord shall have the right to install such submeter at any time and\nfrom time to time during the Term or any Renewal Term, after notice to Tenant\nand without unreasonable interference with Tenant's conduct of its business.\n\n          (c) Elevators.  Subject to the requirements of Building security,\n              ---------                                                    \nLandlord shall furnish freight and passenger elevator services to the Premises\ntwenty-four hours per day.  Landlord's actual, out of pocket costs for Tenant's\nuse of non-standard freight elevator service, including elevator service\nrequiring the use of the top of the \"cab\" of the elevator, shall be paid by\nTenant within ten (10) days after receipt of an invoice.  In addition, if Tenant\nrequires extended and uninterrupted use of the freight elevator for other than\nnormal deliveries to the Premises (such as for a special move or alterations),\nthen Landlord shall provide such freight elevator service by prior arrangement\nwith the manager of the Building the cost of which shall be charged to Tenant in\naccordance with Section 7.3.\n                ----------- \n\n          (d) Water.  Landlord shall make available water for lavatory and\n              -----                                                       \ndrinking purposes in the Premises and in the cafeteria and gym on a seven (7)\nday, twenty-four (24) hour per day basis to be drawn from the public lavatory in\nthe core of the floors on which the Premises are located.  Tenant shall not make\nany use of the Premises which would increase the amount of water typically\nfurnished for office use, nor connect any appliance directly to the water pipes\nother than in connection with kitchens, pantries and similar uses expressly\nshown on the Final Plans.  If unreasonable or unusual amounts of water are\nconsumed by Tenant, then, at Landlord's option, water meters shall be installed\nat Tenant's sole cost and expense and Tenant shall pay for its additional\nconsumption at the Building's average cost.\n\n          (e) Janitorial.  Landlord shall provide janitorial service consistent\n              ----------                                                       \nwith the standards of the highest category of premiere, first-class office\nbuilding projects in the Golden Triangle area and on Maple Drive in Beverly\nHills, California and in accordance with the Cleaning Specifications set forth\non Exhibit \"E\" attached hereto.  Landlord shall not be required to provide\n   -----------                                                            \njanitorial services for portions of the Premises used for storage, storage room\nor similar purposes, preparing or consuming food or beverages (except for floors\nand counters where food and dishes are not present and such cleaning is\npractical), or areas secured, obstructed or locked by Tenant.  Any and all\nadditional or specialized janitorial services not described on Exhibit \"E\" which\n                                                               -----------      \nare required by Tenant shall, at Tenant's request, be contracted for by Landlord\nwith Landlord's janitorial agent on behalf of Tenant, in which case Tenant shall\npay, as Additional \n\n                                       23\n\n \nRent hereunder, all costs and expenses of such additional or specialized\njanitorial services within fifteen (15) days after delivery of the statement\ntherefor by Landlord.\n\n          (f) Building Security.  Landlord and Tenant shall provide building\n              -----------------                                             \nsecurity equipment, procedures and personnel for the Project (but not within the\nPremises) twenty-four (24) hours per day, seven (7) days per week in accordance\nwith the Security Specifications set forth on Exhibit \"F\" attached hereto;\n                                              -----------                 \nprovided, however, Landlord does not guaranty or make any warranty with respect\nto the safety of Tenant's personnel or property.  The cost of such security\nservice shall be allocated between Landlord and Tenant as set forth in Exhibit\nF.  Tenant shall have the right, at Tenant's expense, to provide additional\nsecurity equipment or personnel in the Premises, provided that Landlord is given\nreasonable access to the Premises (subject to Tenant's right to maintain secured\nareas) and that any such security system installed by Tenant complies with all\napplicable codes and shall not create any security risk to the Project, or\nadversely impact Landlord's security system or adversely affect the rights of\nother tenants to the Project.\n\n     6.2  Access.    Landlord shall furnish to Tenant's employees and agents \n          ------     \naccess to the Premises and the Parking Garage on a seven (7) day per week,\ntwenty-four (24) hour per day basis, subject to compliance with such security\nmeasures as shall from time to time be in effect for the Building and\/or the\nProject, subject to interruptions in access required by applicable Laws or\ngovernmental authorities or as reasonably required for Landlord in the case of\nemergencies or to perform its obligations of repair and maintenance under this\nLease or to make required or permitted alterations in the Project, and subject\nto the Rules and Regulations and any future rules and regulations from time to\ntime established by Landlord subject to and in compliance with the Rules\nRequirements.\n\n     6.3  Extraordinary Services.  Freight and passenger elevator services, \n          ----------------------\nHVAC, electricity, and access to and use of the loading dock facilities (if any)\nwill be available twenty-four (24) hours a day, subject to the provisions of\nthis Article 7. Landlord may impose a reasonable direct charge and establish \n     ---------                                   \nreasonable rules and regulations for any of the following:\n\n          (a) The use of any HVAC or electricity by Tenant at any time other\nthan during Normal Working Hours.  Such usage shall be charged to Tenant at the\nstandard rates for the Project, which initially shall be $35.00 per hour and\nshall be subject to adjustment from time to time based on Landlord's reasonable\nestimate of actual costs;\n\n          (b) The usage of any services provided to Tenant (including without\nlimitation, freight elevator service, or use of the loading dock facilities by\nTenant) at any time other than during Normal Working Hours.  Such usage shall be\ncharged to Tenant at the standard rates for the Project which shall be based\n\n                                       24\n\n \nupon Landlord's reasonable estimate of actual costs.  Nothing contained in this\nsubsection (b) shall limit subsections (a), (c) or (d).   Notwithstanding the\nforegoing, provided Tenant obtains the appropriate permits therefor, Tenant\nshall be entitled to use the freight elevators in the Building in connection\nwith Tenant's initial moves into each floor of the Premises without charge to\nTenant;\n\n          (c) Additional or unusual janitorial services required because of any\nnon-building standard improvements in the Premises, the carelessness of Tenant,\nthe nature of Tenant's business (including the extensive operation of Tenant's\nbusiness other than during Normal Working Hours);\n\n          (d) The removal of any refuse and rubbish from the Premises except\nfor discarded material placed in wastepaper baskets and left for emptying as is\ncustomary in the highest category of premiere, first class office building\nprojects located in the Golden Triangle area and on Maple Drive in Beverly\nHills, California.  Landlord will cause the Premises to be cleaned after\nTenant's initial move into the Premises (excluding removal of large packing\ncartons or moving materials, the breakdown and disposal of which shall be the\nresponsibility of Tenant) without charge to Tenant.\n\n     The foregoing direct charges shall be payable by Tenant as Additional Rent\non the next rent payment date at least twenty (20) days following submission of\nan invoice therefor by Landlord.\n\n     6.4  Interruption in Utility Services. Landlord shall not be liable for \n          -------------------------------- \ndamages or otherwise for failure, stoppage or interruption of any services or\nutilities, nor shall the same be construed either as an eviction of Tenant, or\nresult in an abatement of rent, when such failure is caused by acts of God,\naccidents, breakage, strikes, lockouts, other reasonably unavoidable labor\ndisputes, or by the making of repairs, alterations or improvements to the\nPremises or the Building, or the limitation, curtailment, rationing or\nrestriction on supply of natural gas, water, electricity, labor or other\nsupplies or for any other condition beyond Landlord's reasonable control,\nincluding without limitation, any mandatory governmental energy conservation\nprogram or legal requirement; provided, however, that Tenant shall have the\nright to an abatement of any rent paid in proportion to the portion of the\nPremises which is rendered untenantable and unusable by Tenant if such portion\nof the Premises is determined to be untenantable and is not used by Tenant for a\nperiod of more than three (3) consecutive business days as a result of a failure\nin the services or utilities to be provided by Landlord described in Section\n                                                                     -------\n7.1, other than any such failure caused by the negligent or willful acts of\n---\nTenant or its contractors, employees, licensees or invitees (acting within the\nscope of their relationship with Tenant).  Notwithstanding any abatement of rent\nunder this Lease, Tenant shall remain obligated to pay Landlord for all\nAdditional Rent owed under \n\n                                       25\n\n \nArticle 5 for services and utilities provided to and used by Tenant during the \n---------                                           \nperiod of such rent abatement. If any governmental entity imposes mandatory\ncontrols or guidelines on Landlord or the Project relating to the services\nprovided by Landlord, or the reduction of automobile or other emissions,\nLandlord may make such alterations to the Buildings or any other part of the\nProject related thereto and take such other steps as are necessary to comply\nwith such controls and guidelines, the cost of such compliance and alterations\nshall be included in Operating Expenses or deemed to be a Capital Improvement,\nand Landlord shall not be liable therefor, for damages or otherwise, nor shall\nthe same be construed either as an eviction of Tenant, or result in an abatement\nof rent except to the extent abatement of rent is otherwise provided for in this\nLease; provided that if the Premises as a whole are untenantable and unusable by\nTenant and are not used by Tenant, as a result of such alterations by Landlord,\nfor a period of over 180 consecutive days (other than a de minimus number of\ndays during which such services and utilities are restored to the Premises),\nthen Tenant shall have the right to cancel this Lease by giving notice thereof\nto Landlord within ten (10) days after the expiration of said 180-day period and\nthis Lease shall terminate ten (10) days after delivery of such notice if the\nPremises are not again made tenantable and usable for Tenant within said second\nten (10) day period. The foregoing 180-day period shall be extended on a day for\nday basis by the number of days of any delay in providing such utilities and\nservices which is caused by force majeure events which also affect other owners \n                            ----- -------\nof real estate projects in the greater Los Angeles metropolitan area. Landlord\nwill minimize the interference with Tenant's use and occupancy of the Premises\nand restore all services and utilities to the Premises as soon as possible.\nNothing contained in this Section 7.4 shall limit any provision of Article 12.\n\n\n\n7.  Alterations.\n    ----------- \n\n    7.1  Restriction on Alterations.\n         -------------------------- \n\n          (a)  Tenant may make alterations, additions or improvements to the\nPremises after the Commencement Date (collectively, \"Tenant Alterations\") which\ndo not, individually or cumulatively, materially and adversely affect the\nBuilding Systems or Service Facilities provided Tenant submits its plans,\nincluding floor load calculations in the event heavy equipment is part of such\nplans, for such alterations to Landlord at least thirty (30) days prior to\ncommencement of construction of such Tenant Alterations (except as to decorative\nitems, minor repairs or installations of trade fixtures and furniture for which\nplans are not required).  Without limiting the foregoing, any Tenant Alterations\nwhich increase the floor load, electrical, plumbing or HVAC requirements over\nthe capacities of such Building Systems \n\n                                       26\n\n \nprovided as of the Commencement Date shall be deemed to materially and adversely\naffect the Building Systems for purposes of this Article 8 only, and such Tenant\n                                                 ---------  \nAlterations shall only be made, if at all, by Tenant if Tenant complies with \nthe requirements of Section 8.1(b). Within fifteen (15) days after receipt of \n                    --------------  \nthe plans for alterations, Landlord shall inform Tenant, in good faith, whether\nsuch Tenant Alterations will (for purposes of this Article 8) materially and\n                                                   ---------  \nadversely affect the Building Systems or Service Facilities. If Landlord\nindicates that such Tenant Alterations will so affect the Building Systems or\nService Facilities, Landlord will have five (5) additional business days to\ninform Tenant of its approval or disapproval thereof, and if disapproved,\nLandlord will detail specific conditions of Landlord's disapproval.\n\n          (b)  Tenant shall make no Tenant Alterations which, individually or\ncumulatively, may have a material and adverse effect on the Building Systems or\nService Facilities without the prior written consent of Landlord, and Landlord\nmay impose as a condition to such consent such requirements as Landlord, in its\nreasonable discretion, may deem necessary or desirable, including without\nlimitation, (i) the right to approve the plans and specifications for any work\nto insure, among other things, that such work will not materially and adversely\naffect the Building Systems, (ii) the right to require supplemental insurance\nreasonably satisfactory to Landlord and naming Landlord as an additional\ninsured, (iii) the right to require reasonable security (including assurance of\nthe availability of sufficient funds of Tenant) for the full payment for any\nwork which costs in excess of $100,000, and (iv) reasonable requirements as to\nthe manner in which or the time or times at which work may be performed.  Tenant\nacknowledges that Landlord shall have the sole right to perform all Tenant\nAlterations required to be approved by Landlord.  In the event that Landlord\nacts as general contractor, Tenant shall pay Landlord a fee equal to ten percent\n(10%) of the construction costs of such Tenant Alterations.  In the event that\nLandlord does not act as general contractor, Tenant shall pay Landlord a\nsupervisory fee equal to three percent (3%) of the construction costs of such\nTenant Alterations.  Landlord agrees that all contracts for Tenant Alterations\nshall be subject to a reasonably implemented competitive bidding process.    All\nTenant Alterations shall be compatible with a first-class office building\ncomplex and completed in accordance with Landlord's requirements as set forth\nherein and all applicable rules, regulations and requirements of governmental\nauthorities and insurance carriers.  In addition to general contractor or\nsupervisory fees, Tenant shall pay to Landlord all out-of-pocket costs and fees\nreasonably incurred by Landlord together with reasonable allocations of in-house\nstaff costs for reviewing and inspecting all Tenant Alterations to assure full\ncompliance with all of Landlord's requirements, which charges shall not, in the\naggregate, exceed three percent (3%) of the total design and construction costs\nof the Tenant Alterations being reviewed (provided that such limitation on\nLandlord's charges shall apply only if the plans for such Tenant Alterations\n\n                                       27\n\n \nsubmitted by Tenant are reasonably precise and suitable for final review for\nboth engineering and design).  Landlord does not expressly or implicitly\ncovenant or warrant that any plans or specifications submitted by Tenant are\nsafe or that the same comply with any applicable laws, ordinances, codes, rules\nor regulations.  Further, Tenant shall indemnify, protect, defend and hold\nLandlord harmless from any loss, cost or expense, including attorneys' fees and\ncosts, incurred by Landlord as a result of any defects in design, materials or\nworkmanship resulting from Tenant Alterations, except to the extent such defects\nare caused by Landlord, its agents, contractors, servants or employees.  If\nTenant desires to install any rooftop equipment, Tenant may submit, and the\nparties shall process, such request as a Tenant Alteration requiring Landlord\nconsent pursuant to this Article 8.\n\n          (c)  Landlord shall provide Tenant with copies of all material\ncontracts, receipts, paid vouchers, and any other documentation (including,\nwithout limitation, \"as-built\" drawings to the extent such drawings are\nreasonably available to Landlord, air\/water balancing reports, permits and\ninspection certificates) in connection with the construction of such Tenant\nAlterations.  Tenant shall promptly pay all costs incurred in connection with\nall Tenant Alterations and shall not permit the filing of any mechanic's lien or\nother lien in connection with any Tenant Alterations.  Tenant shall be\nresponsible for paying the general contractor's overhead and fee in connection\nwith the work performed pursuant to this Article 8.  If a mechanic's lien or\n                                         ---------                          \nother lien is filed against the Building or the Project as a result of Tenant\nAlterations made by or on behalf of Tenant, Tenant shall discharge or cause to\nbe discharged (by bond or otherwise) such lien within ten (10) days after Tenant\nreceives notice of the filing thereof and shall not allow any such lien to be\nforeclosed upon, although Tenant shall otherwise be entitled to contest the\nvalidity of any such lien.  If a mechanic's lien or other lien is filed against\nthe Land, the Building or the Project as a result of Tenant Alterations made by\nor on behalf of Tenant and Tenant fails to timely discharge such lien, Landlord\nmay, without waiving its rights and remedies based on such breach of Tenant and\nwithout releasing Tenant from any of its obligations, cause such liens to be\nreleased by any means it shall deem proper, including payment in satisfaction of\nthe claim giving rise to such lien.  Tenant shall pay to Landlord within fifteen\n(15) days following notice by Landlord, any sum paid by Landlord to remove such\nliens, together with interest at Landlord's cost of money from the date of such\npayment by Landlord.  The parties acknowledge that the filing of a preliminary\nnotice is not in and of itself the filing of a mechanic's lien.  Notwithstanding\nthe foregoing, if Tenant has made payment to Landlord for the cost of any Tenant\nAlterations or portion thereof, and Landlord fails to forward such payment to a\ncontractor or subcontractor, Landlord shall be solely responsible for a\nmechanics' lien filed as a result of such nonpayment.  Any increase in any tax,\nassessment or charge levied\n\n                                       28\n\n \nor assessed as a result of any Tenant Alterations shall be payable by Tenant in\naccordance with Article 10.\n                ---------- \n\n          (d)  Notwithstanding anything in the foregoing to the contrary (i) the\noutside appearance, character or use of the Building shall not be adversely\naffected by any Tenant Alteration, and no Tenant Alteration shall materially\nweaken or impair the structural strength or, in the reasonable opinion of\nLandlord, materially lessen the value of the Building or create the potential\nfor unusual expenses to be incurred upon the removal of the Tenant Alterations\nand the restoration of the Premises upon the termination of this Lease (unless\nTenant agrees to pay therefor); (ii) no part of the Building outside of the\nPremises shall be materially, adversely, physically affected by any Tenant\nAlteration; and (iii) the proper functioning of the Building Systems and Service\nFacilities shall not be materially, adversely affected by any Tenant Alteration\nand there shall be no Tenant Alteration which materially, adversely interferes\nwith Landlord's free access to the Building Systems or materially, adversely\ninterferes with the moving of Landlord's equipment to or from the enclosures\ncontaining the Building Systems; (iv) in performing the work involved in making\nsuch Tenant Alterations, Tenant shall be bound by and observe all of the\nconditions and covenants contained in this Article 8; (v) all work shall be done\n                                           ---------                            \nat such times and in such manner as Landlord from time to time may reasonably\ndesignate; and (vi) Tenant shall not be permitted to install and make part of\nthe Premises any materials, fixtures or articles which are subject to liens,\nconditional sales contracts or chattel mortgages other than trade fixtures,\nfurniture and equipment.  In connection with Landlord's approval of any Tenant\nAlteration, Landlord shall have the right to advise Tenant that such Tenant\nAlteration must be removed by Tenant upon the expiration or termination of this\nLease, provided that Landlord agrees not to impose such requirement if Landlord\ndetermines that such Tenant Alterations do not impair the functionality of the\nPremises or the portion thereof affected.  If Tenant proceeds to implement such\nTenant Alteration, Tenant shall be obligation to remove such Tenant Alteration\nin accordance with Section 8.2 below.\n\n          (e)  Tenant acknowledges that the exterior rooftop areas on the third\nfloor of the Premises are not intended to be used as balconies.  Should Tenant\ndesire to use such areas as balconies, Tenant shall be solely responsible for\nseeking and obtaining all necessary permits and approvals.  Any Tenant\nAlterations in connection with converting such areas to usable balconies shall\nbe subject to the provisions of this Article 8.  The completion of any such\nconversion shall not cause an increase in Basic Rent or in Tenant's share of\nOperating Expenses.\n\n     7.2  Removal and Surrender of Fixtures and Tenant Alterations. All \n          --------------------------------------------------------  \nTenant Alterations and tenant improvements installed in the Premises by Landlord\nwhich are attached to, or built into, the Premises, including without\nlimitation, floor coverings, window coverings, wall coverings, paneling,\nmolding, \n\n                                       29\n\n \ndoors, vaults (excluding vault doors), plumbing systems, electrical systems,\nmechanical systems, structural systems, lighting systems, sound equipment,\ncommunication systems and outlets for the systems mentioned above and for all\ntelephone, computer, radio, telegraph and television purposes, and any special\nflooring or ceiling installations, shall become the property of Landlord and\nshall be surrendered with the Premises, as a part thereof, at the end of the\nTerm; provided, however, (i) Landlord may, by notice to Tenant at least thirty\n(30) days prior to the end of the Term, require Tenant to remove any Tenant\nAlterations designated by Landlord to be removed at the time of Landlord's\napproval thereof (with respect to such Tenant Alterations as to which Landlord\nhas a right of approval hereunder) or designated in such notice (for all Tenant\nAlterations as to which Landlord does not have a right of approval hereunder) if\nsuch improvements are not generally found in the highest category of premiere,\nfirst-class office building in the Golden Triangle area and on Maple Drive in\nBeverly Hills, California, and to repair any damage to the Premises, the\nBuilding and any other part of the Project caused by such removal, all at\nTenant's sole expense and to the reasonable satisfaction of Landlord and (ii)\nTenant shall promptly remove from the Premises all signs and graphics and any\nother items containing Tenant's name and\/or logo and shall repair any damage to\nthe Premises or the Project caused by such removal, all at Tenant's sole expense\nand to the reasonable satisfaction of Landlord. Any articles of Tenant's\npersonal property including business and trade fixtures not attached to, or\nbuilt into, the Premises, machinery and equipment, free-standing cabinet work,\nand movable partitions as well as all equipment for Tenant's network operating\ncenter, if any, shall be and remain the property of Tenant and may be removed by\nTenant at any time during the Term as long as Tenant is not in default hereunder\nand provided that Tenant repairs to Landlord's satisfaction any damage to the\nPremises, the Building and any other part of the Project caused by such removal.\nFor purposes of the insurance requirements of Section 11.2, Tenant shall be\n                                              ------------\ndeemed to have an insurable interest in all of the tenant improvements and\nTenant Alterations in the Premises, as between Landlord and Tenant, but the same\nshall be surrendered with the Premises on termination of this Lease, as set\nforth above.\n\n         7.3  Standard Window Covering. Tenant shall use the Building standard\n              ------------------------\nwindow covering as specified by Landlord and Landlord reserves the right to\napprove or disapprove of interior improvements visible from outside the Building\non wholly aesthetic grounds, which approval shall not be unreasonably withheld\nin light of the quality and reputation of the Project. Such improvements must be\nsubmitted for Landlord's written approval prior to installation, or Landlord may\nremove or replace such items at Tenant's sole expense.\n\n         7.4  Arbitration of Disputes. Any dispute concerning whether the\n              -----------------------\nprovisions of Sections 8.1 through 8.3 have been \n              ------------------------\n\n                                       30\n\n \nproperly interpreted or complied with shall be submitted to arbitration pursuant\nto Article 34.\n\n8.       Maintenance and Repairs.\n         -----------------------\n\n         8.1  Tenant's Obligations. Except for Landlord's obligations \n              --------------------  \nspecifically set forth in this Lease, Tenant shall, at Tenant's sole expense,\nkeep the Premises and the Building and every part thereof clean and in good and\nsanitary condition and repair and Landlord shall have no obligation to alter,\nremodel, improve, repair, decorate or paint the Premises or the Building or any\npart thereof. Subject to the provisions of Section 11.5 and Article 12, Tenant\n                                           ------------     ----------\nshall reimburse Landlord for all repairs to the Premises, the Building or any\nother portion of the Project which are required as a result of any misuse or\nneglect of the same by Tenant or any of its officers, agents, employees,\ncontractors, licensees or invitees while in or about the Premises, the Building\nor any other portion of the Project.\n\n         8.2  Landlord's Obligations.  The improvements to the Premises\n              ----------------------\nconstructed by or on behalf of Landlord shall be in full compliance with all\napplicable Laws in effect at the time of such construction. Subject to Article\n                                                                       -------\n12, Landlord shall repair and maintain with reasonable diligence and in a first-\n--\nclass manner after written notice thereof from Tenant, defects in, and damage\nto, the Building's plumbing, HVAC and electrical systems and structural systems\ninstalled by or on behalf of Landlord and serving or located on the Premises. If\nand to the extent such maintenance and repair is required in part or in whole by\nthe act, neglect, misuse, fault or omission of any duty of Tenant, its agents,\nemployees, contractors, licensees or invitees (acting within the scope of their\nrelationship with Tenant), Tenant shall pay to Landlord the cost of such\nmaintenance and repairs, except to the extent Tenant has been relieved of such\nliability under Section 11.5. Except as provided in Article 12, there shall be\n                ------------                        ----------\nno abatement of rent with respect to, and Landlord shall not be liable for, any\ninjury to or interference with Tenant's business arising from any repairs,\nmaintenance, alteration or improvement in or to any portion of the Project or\nthe Building, including the Premises, or in or to the fixtures, appurtenances\nand equipment therein. Further, neither Landlord nor any partner, director,\nofficer, agent or employee of Landlord shall be liable (a) for any damage caused\nby other lessees or persons in or about the Project; or (b) for any\nconsequential damages arising out of any loss of use of the Premises or any\nequipment or facilities therein by Tenant or any person claiming through or\nunder Tenant. Subject to Section 9.3, as a material inducement to Landlord\nentering into this Lease, Tenant waives and releases its right to make repairs\nat Landlord's expense under Sections 1932(1) or 1942 of the California Civil\nCode or under any other law, statute or ordinance now or hereafter in effect.\n\n         9.3  Failure to Repair.  If Landlord refuses or neglects to repair any\n              -----------------\ncondition causing an interruption in the reasonably necessary operation of the\nBuilding Systems or Service Facilities, then if such failure shall continue for\na period of \n\n                                       31\n\n \nthirty (30) days following written notice from Tenant demanding that Landlord\nmake such repair, Tenant shall have the right, but not the obligation, to make\nsuch repair. If Tenant performs such repair, it shall invoice Landlord for the\nreasonable cost thereof, which invoice shall be supported by reasonable\ndocumentation substantiating the cost of repair. Tenant's invoice shall be\npayable by Landlord within thirty (30) days after receipt. If payment is not\nreceived within such 30-day period, Tenant shall have the right to deduct the\namount of such invoice from the rent payable hereunder.\n\n9.       Tax on Tenant's Personal Property and Tenant Improvements.\n         ---------------------------------------------------------\n\n         9.1  Personal Property Taxes.  At least ten (10) days prior to\n              -----------------------  \ndelinquency, Tenant shall pay all taxes levied or assessed upon Tenant's\nequipment, furniture, fixtures and other personal property located in or about\nthe Premises. If the assessed value of Landlord's property is increased by the\ninclusion therein of a value placed upon Tenant's equipment, furniture, fixtures\nor other personal property, Tenant shall pay to Landlord, within thirty (30)\ndays following written demand therefor, together with copies of documentation\nreasonably demonstrating that such taxes are applicable to Tenant's personal\nproperty, the taxes so levied against Landlord, or the proportion thereof\nresulting from said increase in assessment. Landlord will cooperate at Tenant's\nexpense in causing the tax assessor to properly allocate taxes between personal\nproperty and real property and to directly assess Tenant for any personal\nproperty taxes; provided, however, that nothing contained in this Section 10.1\n                                                                  ------------\nshall obligate Landlord to contest, in any manner whatsoever, whether by\njudicial action or otherwise, any assessment of Tenant's personal property by\nthe tax assessor.\n\n         9.2  Tax on Leasehold Improvements.  Tenant shall pay Landlord, within\n              -----------------------------\nfifteen (15) days after demand, such portion of all real estate taxes levied or\nassessed against the Building or any other portion of, or all of, the Project\nwhich are attributable to the value of the leasehold improvements installed in\nthe Premises, including but not limited to, all tenant improvements and Tenant\nAlterations, regardless whether constructed by or on behalf of Landlord or\nTenant. If the assessing authority allocates a specific value to said leasehold\nimprovements, the amount payable by Tenant shall be the tax attributable to such\nspecific value. If the assessing authority does not allocate a specific value to\nsaid leasehold improvements, the amount payable by Tenant pursuant to this\nSection 10.2 shall be the amount determined by multiplying the total cost of\n------------\nleasehold improvements installed in the Premises by the Building's full assessed\nrate, or, if different, the assessed rate for all leasehold improvements in the\nBuilding, as determined by the applicable assessing authority. Following\nTenant's request, Landlord shall provide Tenant with a copy of the property tax\nbill for the Project, or the portion of the Project that includes the Buildings.\n\n                                       32\n\n \n         9.3  Exclusion from Real Property Taxes.  The portion of real estate\n              ----------------------------------\ntaxes payable by Tenant pursuant to Sections 10.1 and 10.2 and by other tenants\n                                    ----------------------\nof the Project, as if all such other tenants had provisions comparable to\nSections 10.1 and 10.2 in their leases, shall be excluded from Real Property\n----------------------\nTaxes for purposes of rent adjustments under Article 5.\n                                             ---------\n\n10.      Insurance; Waiver of Subrogation.\n         --------------------------------\n\n         10.1 Liability Insurance. Tenant shall at all times during the Term\n              -------------------\n(and prior to the Term with respect to any activity of Tenant hereunder at the\nProject) and at its own cost and expense procure and continue in force workers'\ncompensation insurance, Employer's Liability Insurance, and Commercial General\nLiability insurance adequate to protect Tenant and Landlord against liability\nfor injury to or death of any person or damage to property in connection with\nthe use, operation or condition of the Premises. The limits of liability under\nthe workers' compensation insurance policy shall be equal to the statutory\nrequirements therefor and the limits of liability under the Employer's Liability\nInsurance policy carried by Tenant shall be at least $1,000,000. The Commercial\nGeneral Liability insurance for injuries to non-employees and for damage to\nproperty at all times shall be in an amount of not less than Five Million\nDollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000)\ngeneral aggregate, Combined Single Limit.\n\n         10.2 Property Insurance. Tenant shall at all times during the Term\n              ------------------\nmaintain in effect policies of insurance covering (a) all leasehold improvements\n(including, but not limited to, all tenant improvements and Tenant Alterations),\ntrade fixtures, merchandise and other personal property from time to time in, on\nor upon the Premises, in an amount not less than their actual replacement cost\nproviding \"All Risk Coverage\" (excluding plate glass on the perimeter walls of\nthe Building). The proceeds of such insurance, so long as this Lease remains in\neffect, shall be used for the repair or replacement of the property so insured.\nUpon termination of this Lease due to any casualty, the proceeds of insurance\nshall be paid to Landlord and Tenant, as their interests appear in the insured\nproperty.\n\n\n\n\n\n         10.3     Policy Requirements.\n                  -------------------\n\n                  (a) All insurance required to be carried by Tenant hereunder\nshall be issued by financially responsible insurance companies.\n\n                  (b) Each policy shall be written on an \"occurrence\" basis and\nshall have a deductible or deductibles, if any, which do not exceed the\ndeductible amount(s) maintained for similar insurance by similarly situated\ntenants in the highest category \n\n                                       33\n\n \nof premiere, first-class office building projects in the Golden Triangle area\nand on Maple Drive in Beverly Hills, California. Each policy shall name\nLandlord, Landlord's Project manager and Landlord's lender as additional\ninsureds, as their interests may appear. Certificates evidencing the existence\nand amounts of such insurance, shall be delivered to Landlord by Tenant prior to\nTenant's occupancy of any portion of the Premises, and in any event, prior to\nany activity of Tenant hereunder at the Project. All such policies shall provide\nthat they are not cancelable, except after thirty (30) days written notice to\nLandlord. Tenant shall furnish Landlord with appropriate renewal certificates\nwhen due. Should Tenant at any time neglect or refuse to provide the insurance\ncertification required by this Lease, or should such insurance be canceled,\nLandlord shall have the right, but not the duty, to procure the same and Tenant\nshall pay Landlord for the cost thereof as Additional Rent promptly upon\nLandlord's demand.\n\n                  (c) The policies of insurance required to be carried by Tenant\nshall be primary and non-contributing with, and not in excess of, any other\ninsurance available to Landlord. Tenant shall use its best efforts immediately\nto report to Landlord the occurrence of any injury, loss or damage incurred by\nTenant, or Tenant's receipt of notice or knowledge of any claim by a third party\nor any occurrence that might give rise to such claims in connection with\nTenant's use or occupancy of the Premises. It shall be the responsibility of\nTenant not to violate nor knowingly permit to be violated any condition of the\npolicies required under this Lease.\n\n         10.4 Landlord's Requirements. Landlord shall, at all times during the\n              -----------------------\nTerm hereof, at its sole cost and expense (subject to reimbursement in\naccordance with Article 5) procure and maintain in force insurance of the type\ncommonly referred to as an \"all risk of physical loss\" policy, including\nearthquake insurance to the extent required by any Underlying Mortgage or deemed\ncommercially practicable by Landlord, and general public liability insurance\ninsuring the Land, the Building and the Project against all risks and all other\nhazards as are customarily insured against, in Landlord's reasonable judgment,\nby others similarly situated and operating like properties. Landlord shall\nprocure and maintain in force (subject to reimbursement in accordance with\nArticle 5) a commercially reasonable amount (or an amount as required by any\nUnderlying Mortgage) of rental loss insurance during the Term of this Lease.\nEach policy shall name Tenant and Tenant's lenders, if required, as additional\ninsureds as their interests may appear. Landlord's policies shall be primary and\nnon-contributing with other insurance carried by Tenant. Certification of\ncoverage shall provide 30 days notice or cancellation or material change.\n\n         10.5 Waiver of Subrogation. To the extent permitted by their insurance\n              ---------------------\ncarriers, Landlord and Tenant each hereby waives its respective right of\nrecovery against the other to the extent damage or liability is insured against\nunder a policy or policies of insurance maintained by the waiving party, whether\nor not such \n\n                                       34\n\n \ndamage or liability may be attributable to the negligence or other act of either\nparty or its respective agents, invitees, contractors, servants or employees.\n\n11.      Damage or Destruction.\n         ---------------------\n\n         11.1     Damage to Premises.\n                  ------------------\n\n                  (a) If the Premises are damaged by fire or other casualty\nduring the Term, as renewed, and such damage, in Landlord's reasonable opinion,\ncan be fully repaired within one (1) year after notice to Landlord of the\noccurrence of such damage (\"Damage Notice\") Landlord shall so notify Tenant\nwithin sixty (60) days after the Damage Notice and Landlord shall repair such\ndamage with reasonable diligence and in a manner consistent with the provisions\nof any Underlying Mortgage and this Section 12.1. Tenant shall promptly pay to\n                                    ------------\nLandlord all property insurance proceeds (other than for loss to Tenant's\npersonal property) received by Tenant as a result of such damage and Landlord\nshall use such proceeds in the repair of such damage.\n\n                  (b) If the Premises are damaged by fire or other casualty so\nthat the repair of the Premises cannot, in Landlord's reasonable opinion, be\ncompleted within one (1) year after the Damage Notice, Landlord shall so notify\nTenant (\"Repair Period Notice\") within sixty (60) days after the Damage Notice\nand Landlord and\/or Tenant shall have the option (\"First Termination Option\"),\nto be exercised by written notice to the other within sixty (60) days after\nLandlord gives Tenant the Repair Period Notice to terminate this Lease as of the\ndate the notice of the exercise of the right to terminate this Lease is received\nby the other party (the \"Effective Date\"). The First Termination Option may be\nexercised by either Landlord or Tenant as to only portions of the Premises which\nare damaged, provided that such portions are in full floor increments (or in\nincrements of 25,000 square feet of Rentable Area, if less than a full floor of\nthe Premises is damaged).\n\n                  (c) If neither party timely exercises the First Termination\nOption, or if the damage can be repaired in less than one (1) year after the\nDamage Notice, in Landlord's reasonable opinion, Landlord shall repair the\nentire Premises, including all tenant improvements and Tenant Alterations, to\ntheir condition immediately prior to such damage as soon as reasonably possible\nutilizing the insurance proceeds Landlord is entitled to receive pursuant to\nArticle 11. Landlord and Tenant shall each use commercially reasonable efforts\n----------\nto obtain any insurance proceeds to which such party is entitled; however, if\nLandlord does not receive proceeds from Tenant's property insurance policies\nrequired to be carried by Tenant under Section 11.2 which are adequate to repair\n                                       ------------\ncompletely the Premises to such condition, then Landlord shall only be required\nto repair the Premises to the extent that Landlord has received proceeds from\nsuch insurance policies and\/or additional funds from Tenant. Nothing \n\n                                       35\n\n \nin this Section 12.1 shall be construed to limit Tenant's right to the\n        ------------\napplicable rent abatement pursuant to Section 12.3.\n                                      ------------\n\n         11.2 Damage to Project. If the Building or any portion of the Project\n              -----------------\nis totally destroyed or is so extensively damaged that it renders the Premises\ninaccessible or economically unviable for its use as presently intended and the\nrepair thereof cannot, in Landlord's reasonable opinion, be completed within one\n(1) year after the Damage Notice, or if substantial alteration or reconstruction\nof the Building or any other portion of the Project is required, in Landlord's\nreasonable opinion, as a result of the damage, then Landlord shall give Tenant\nthe Repair Period Notice specifying such period of repair or that such\nsubstantial alteration or reconstruction is required as a result of the damage\nand Landlord and\/or Tenant shall have the option (\"Second Termination Option\"),\nto be exercised by written notice to the other within sixty (60) days after\nLandlord gives Tenant the Repair Period Notice, to terminate this Lease as of\nthe Effective Date. If neither party so elects to terminate this Lease, then\nLandlord shall repair and rebuild the Building or other damaged portion of the\nProject as soon as reasonably possible, in which event this Lease shall continue\nin full force and effect (subject to the applicable rent abatement pursuant to\nSection 12.3) unless terminated earlier as provided herein. Notwithstanding the\n------------\nforegoing, neither party shall have the right to exercise the Second Termination\nOption if such damage to the Building or the Project can, in Landlord's\nreasonable opinion, be fully completed within eighteen (18) months after the\nDamage Notice and can be completed to the extent necessary (a) to make the\nPremises viable for their use as presently intended, and (b) to provide Tenant\nwith access to and use of the Premises, within one (1) year after the Damage\nNotice.\n\n         11.3 Abatement; Termination.\n              ----------------------\n\n                  (a) If any part of the Premises is rendered untenantable as a\nresult of damage by fire or other casualty to any part of the Premises or the\nProject, and is not used for the conduct of Tenant's business, rent shall be\nreduced and abated from the date of such casualty in proportion to the part of\nthe Premises which is so rendered untenantable and unusable until the damaged\nportion of the Premises has been made tenantable or are used for the conduct of\nTenant's business or until this Lease expires or terminates, whichever occurs\nfirst; provided that, (i) there shall be no abatement of rent with respect to\nany portion of the Premises which is rendered unusable for a period of three (3)\nconsecutive business days or less (except to the extent Landlord is entitled to\nreceive and does receive the proceeds from the rent loss insurance carried by\nLandlord, the costs of which is included in Operating Expenses, for the period\nprior to the fourth (4th) day after damage by any casualty), (ii) there shall be\nno abatement of rent after the fifth (5th) business day after Landlord provides\nother space in the Building or the Project to Tenant which is reasonably\ncomparable and substantially similar in size and quality to the Premises and\n\n                                       36\n\n \nreasonably suited for the temporary conduct of Tenant's business, (iii) there\nshall be no abatement of rent whatsoever with respect to any damage caused in\nwhole or in part by the gross negligence or willful act of Tenant, its agents,\nemployees, contractors, licensees or invitees, except to the extent such\nabatement is covered by rent loss insurance carried by Landlord, the premiums\nfor which are included in Operating Expenses. For purposes of this Section 12.3,\n                                                                   ------------\nthe Premises shall be deemed to have been made tenantable when Landlord has\nrepaired or restored the Premises to substantially the same (or better)\ncondition as the Premises were in immediately prior to such casualty, and\nLandlord has given Tenant sufficient time (but in no event more than two (2)\nweeks) and access to reinstall and reconnect Tenant's personal property,\nfurniture, fixtures and equipment in the Premises. Subject to the foregoing\nclauses (i), (ii) and (iii), if any part of the Premises which is necessary for\nthe operation of Tenant's business is rendered untenantable by fire or other\ncasualty and as a result thereof the entire Premises are not used for the\noperation of Tenant's business, rent for the entire Premises shall be abated\nuntil such damaged portion has been made tenantable, or is used by Tenant for\nthe operation of its business or becomes unnecessary for the operation of\nTenant's business. Notwithstanding the foregoing, during any rent abatement\nunder this Lease, Tenant shall continue to be obligated to pay Landlord\nAdditional Rent under Article 5 for all services and utilities provided to and\n                      ---------\nused by Tenant during the period of rent abatement.\n\n                  (b) If Landlord or Tenant terminates this Lease in its\nentirety by exercising the First Termination Option, Second Termination Option\nor Third Termination Option, pursuant to Sections 12.1, 12.2, or 12.5, then (1)\n                                         ----------------------------\nthis Lease and the estate and interest of Tenant in the Premises shall terminate\nand expire on the Effective Date and the rent payable hereunder shall be pro\nrated and paid through such date, subject to rent abatement, if any, to the\nextent provided in Section 12.3(a), and (2) Tenant shall retain the proceeds of\n                   ---------------\ninsurance received from its insurance carriers with respect to the damage to the\ntenant improvements and Tenant Alterations in the Premises. If the First\nTermination Option is exercised as to only a portion of the Premises in\naccordance with Section 12.1, then (3) this Lease and the estate and interest of\n                ------------\nTenant in the portion of the Premises in question shall terminate and expire on\nthe Effective Date and the rent payable hereunder with respect to the terminated\nportion of the Premises shall be prorated as of such date, subject to rent\nabatement, if any, to the extent provided in Section 12.3(a) and (4) Tenant\n                                             ---------------\nshall retain the proceeds of insurance received from its insurance carriers with\nrespect to the damage to the tenant improvements and Tenant Alterations in the\nportion of the Premises as to which this Lease is terminated.\n\n         11.4 Limitations. Nothing contained in this Article 12 shall relieve,\n              -----------                            ----------\ndischarge or in any way affect Tenant's liability to Landlord in connection with\nany damage or destruction of or to the Premises, the Building or any other\nportion of the Project \n\n                                       37\n\n \narising out of the gross negligence or willful acts or omissions of Tenant, its\nagents, employees, contractors, licensees and invitees (acting within the scope\nof their relationship with Tenant). Nothing contained in this Article 12 shall \n                                                              ----------\nrelieve, discharge or in any way affect Landlord's liability to Tenant in\nconnection with any damage or destruction of or to the Premises arising out of\nthe negligent or willful acts or omissions of Landlord, its agents, employees or\ncontractors (acting within the scope of their relationship with Landlord).\nLandlord shall not be liable for any loss of business, inconvenience or\nannoyance arising from any repair or restoration of any portion of the Premises,\nthe Building or other portions of the Project as a result of any damage from\nfire or other casualty; provided, however, that Landlord shall use reasonable\nefforts to avoid interfering with or adversely affecting the conduct of Tenant's\nbusiness from the Premises. Furthermore, in the event of such damage from fire\nor other casualty, Landlord shall have no obligation (i) to repair any\nequipment, furniture and fixtures (collectively, \"FF&amp;E\"), paneling, ceilings,\ncarpets or other floor coverings, partitions, drapes or any personal property\ninstalled in or about the Premises by Landlord or Tenant or (ii) to expend any\namount for the repair of the Premises and the FF&amp;E in excess of Twenty Dollars\n($20.00) per square foot of Usable Area in the Premises; provided, however, that\nto the extent that Landlord is entitled to receive and does receive from Tenant\nor an insurance company, sufficient money to repair the Premises and the FF&amp;E\n(and Landlord and Tenant shall use commercially reasonable efforts to obtain any\ninsurance proceeds to which each such party is entitled), Landlord shall repair\nthe Premises and the FF&amp;E in the Premises except to the extent that this Lease\nis terminated due to a casualty in accordance with this Article 12.\n                                                        ----------\n\n         11.5 Damage During Last Years. If the Premises are damaged by fire or\n              ------------------------\nother casualty during the last two (2) years of the Term (including any Renewal\nTerm) so that the repair of the Premises cannot, in Landlord's reasonable\nopinion, be completed within a period after the Damage Notice, equal to one-half\n(1\/2) of the remaining Term (\"Repair Period\"), Landlord and\/or Tenant shall have\nthe option to terminate this Lease (\"Third Termination Option\") under this\nSection 12.5. Landlord shall give Tenant the Repair Period Notice within sixty\n------------\n(60) days after Landlord's receipt of the Damage Notice. If Landlord determines\nthat all or a substantial portion of the Premises cannot be repaired within the\nRepair Period, Landlord and\/or Tenant shall have thirty (30) days after Tenant's\nreceipt of the Repair Notice to exercise the Third Termination Option by notice\nto the other; provided that if Landlord exercises the Third Termination Option,\nTenant shall have the right, by notice to Landlord within fifteen (15) days\nafter such exercise of the option, to extend the Term by exercising any\navailable Renewal Option in accordance with Section 3.4 and thereby prevent the\n                                            -----------\neffectiveness of Landlord's exercise of such Third Termination Option as to the\nspecific damage in question (and without affecting either party's rights to\nsubsequently exercise the Third Termination Option as to subsequent damage). If\nneither party timely exercises the Third \n\n                                       38\n\n \nTermination Option by notice to the other, then Landlord shall repair the\nPremises, including all tenant improvements and Tenant Alterations, to the\nextent and subject to the limitations set forth in Section 12.1(c). Nothing in\n                                                   ---------------\nthis Section 12.5 shall be construed to limit Tenant's right to the applicable\n     ------------\nrent abatement pursuant to Section 12.3. If either party timely exercises the\n                           ------------\nThird Termination Option, this Lease shall terminate as of the Effective Date.\n\n         11.6 Agreement Governs. The provisions of this Lease, including this\n              -----------------\nArticle 12, constitute an express agreement between Landlord and Tenant with\n----------\nrespect to any and all damage to, or destruction of, all or any part of the\nPremises, the Building or any other portion of the Project and no statute or\nregulation which is inconsistent with this Article 12, now or hereafter in\n                                           ----------\neffect, including without limitation, Sections 1932(2) and 1933(4) of the\nCalifornia Civil Code, shall have any application to this Lease with respect to\nany damage or destruction to all or any part of the Premises, the Building or\nany other portion of the Project.\n\n12.      Eminent Domain.\n         --------------\n\n         12.1     Taking.\n                  ------\n\n                  (a) In case the whole of the Premises, or such part thereof as\nshall substantially interfere with Tenant's use and occupancy of the remainder\nof the Premises not so taken, shall be taken by any lawful power or authority by\nexercise of the right of eminent domain, or sold to prevent such taking, within\nsixty (60) days of receipt of notice of such taking, either Tenant or Landlord\nmay terminate this Lease effective as of the date possession is required to be\nsurrendered to said authority. If such portion of the Building or the Project is\nso taken or sold so as to require, in the opinion of Landlord, a substantial\nalteration or reconstruction of the remaining portions thereof, or which renders\nthe Building or the Project economically unviable for its use as presently\nintended, or requires cancellation of substantially all tenant leases in the\nBuilding, this Lease may be terminated by Landlord, as of the date of the\nvesting of title under such taking or sale, by written notice to Tenant within\nsixty (60) days following notice to Landlord of the date on which said vesting\nwill occur. Except as provided herein, Tenant shall not because of such taking\nassert any claim against Landlord or the taking authority for any compensation\nbecause of such taking, and Landlord shall be entitled to receive the entire\namount of any award without deduction for any estate or interest of Tenant. In\nthe event that the amount of property or the type of estate taken shall not\nsubstantially interfere with Tenant's use of the Premises, Landlord shall be\nentitled to the entire amount of the award without deduction for any estate or\ninterest of Tenant. Subject to Section 13.2, in the event of a taking of a\n                               ------------\nportion of the Premises which does not result in the termination of this Lease,\nLandlord shall promptly proceed to restore the Premises substantially to their\ncondition prior to \n\n                                       39\n\n \nsuch taking, and the Rent shall be abated in proportion to\nthe time during which, and to the part of the Premises of which, Tenant shall be\nso deprived on account of such taking and restoration (including the restoration\nof tenant improvements to the extent that funds are available from the\ncondemning authority or Tenant) in accordance with Section 12.3. For purposes of\n                                                   ------------\nthis Section 13.1, the Premises shall be deemed to have been restored to\n     ------------\nsubstantially their condition prior to such partial taking when Landlord has\nrepaired or restored the Premises to substantially the same (or better)\ncondition as the Premises were in immediately prior to such casualty, and\nLandlord has given Tenant sufficient time (but in no event more than two (2)\nweeks) and access to reinstall and reconnect Tenant's personal property,\nfurniture, fixtures and equipment in the Premises. Notwithstanding the\nforegoing, during any rent abatement under this Lease, Tenant shall continue to\nbe obligated to pay Landlord Additional Rent (including, without limitation,\nAdditional Rent under Article 5) for all services and utilities provided to and\nused by Tenant during the period of the rent abatement. Nothing contained in\nthis Article 13 shall be deemed to give Landlord any interest in, or prevent\n     ----------\nTenant from seeking any award against the taking authority for, the taking of\npersonal property, tenant improvements and Tenant Alterations and FF&amp;E belonging\nto Tenant or for relocation or business interruption expenses recoverable from\nthe taking authority.\n\n                  (b) If this Lease is terminated as to all or any portion of\nthe Premises pursuant to this Section 13.1, the award (including but not limited\n                              ------------\nto compensation, damages and interest) shall be divided between Landlord and\nTenant so that Tenant shall receive from the award:\n\n                           (1       the amount, if any, awarded for Tenant's\nFF&amp;E, personal property and Tenant's interest in tenant improvements and Tenant\nAlterations which have been taken; plus\n\n                           (2       the amount, if any, awarded for Tenant's\nrelocation or business interruption expenses. Landlord shall receive the\nremaining balance of the award.\n\n                  (c) If less than all the Premises is taken and this entire\nLease is not terminated pursuant to this Section 13.1, the award (including but\n                                         ------------\nnot limited to compensation, damage and interest) shall be divided between\nLandlord and Tenant in the same proportions as provided above for an entire\ntaking. In addition to the reduction in rent provided for in Section 13.1(a),\n                                                             ---------------\nthe rent for the remainder of the Premises shall be abated in proportion to the\nportion of the Premises rendered untenantable and actually unused by Tenant\nduring the period for any restoration.\n\n         12.2 Temporary Taking. If all or any portion of the Premises are\n              ----------------\ncondemned or otherwise taken for public or quasi-\n\n                                       40\n\n \npublic use for a limited period of time, this Lease shall remain in full force\nand effect and Tenant shall continue to perform all of the terms, conditions and\ncovenants of this Lease, including without limitation, the payment of rent and\nall other amounts required hereunder. Tenant shall be entitled to receive the\nentire award made in connection with any temporary condemnation or other taking\nattributable to any period within the Term. Landlord shall be entitled to the\nentire award for any such temporary condemnation or other taking which relates\nto a period after the expiration of the Term or which is allocable to the cost\nof restoration of the Premises. Any portion of such award relating to any period\nduring an unexercised Renewal Term shall be held in escrow until the earlier of\n(i) the date on which Tenant exercises the Renewal Option (in which case such\nportion of the award shall be paid to Tenant); or (ii) the date on which the\nRenewal Option expires (in which case such portion of the award shall be paid to\nLandlord). If any such temporary condemnation or other taking terminates prior\nto the expiration of the Term, Tenant shall restore the Premises as nearly as\npossible to the condition prior to the condemnation or other taking, at Tenant's\nsole cost and expense; provided that, Tenant shall receive the portion of the\naward attributable to such restoration.\n\n         13.3     As of the date of this Lease, Landlord has no knowledge of any\nthreatened, contemplated or pending special assessments or eminent domain\nproceedings that would affect the Premises or any part thereof in any way\nwhatsoever.\n\n13.      Assignment\/Subleasing\n         ---------------------\n\n         13.1     Limitation.\n                  ----------\n\n                  (a) Tenant shall not directly or indirectly, voluntarily or\ninvoluntarily assign, mortgage or otherwise encumber all or any portion of its\ninterest in this Lease or in the Premises (collectively, \"Assignment\") or permit\nthe Premises to be occupied by anyone other than Tenant or Tenant's employees,\nor sublet the Premises (collectively, \"Sublease\"), or any portion thereof,\nwithout obtaining the prior written consent of Landlord, which consent may be\ngranted or withheld by Landlord in its sole and absolute discretion, and any\nsuch attempted assignment, subletting, mortgage or other encumbrance without\nsuch consent shall be null and void and of no effect.\n\n                  (b) Notwithstanding the foregoing, provided that Tenant is not\nin material default hereunder, from and after the first anniversary of the\nCommencement Date, Tenant may assign this Lease or sublease the Premises (but in\nno event less than a full floor of the Premises), with the prior written\napproval of Landlord, which approval shall not be unreasonably withheld or\ndelayed, provided that (i) in no event shall there be more than one tenant or\noccupant per floor and (ii) Tenant shall have no right to enter into any\nAssignment or Sublease for any floor of \n\n                                       41\n\n \nthe Premises which relates to less than the entirety of such floor.\n\n         13.2 Notice of Intent to Assign or Sublet. If Tenant desires at any\n              ------------------------------------\ntime to enter into an Assignment or to Sublease the Premises or any portion\nthereof, it shall first notify Landlord of its desire to do so and shall submit\nin writing to Landlord (i) the proposed effective date of the Assignment or\nSublease, which shall be not less than thirty (30) days after nor more than one\nhundred eighty (180) days after the date of the delivery of such notice; (ii)\nthe name of the proposed assignee, subtenant, transferee or occupant\n(\"Transferee\"); (iii) the nature of the proposed Transferee's business to be\ncarried on in the Premises; (iv) the material terms and provisions of the\nproposed Sublease or Assignment; and (v) such financial information as Landlord\nmay reasonably request concerning the proposed Transferee (collectively, the\n\"Transfer Notice\").\n\n         13.3 Landlord's Options. At any time within twenty (20) days after\n              ------------------\nLandlord's receipt of all of the information required in the Transfer Notice,\nLandlord may by written notice to Tenant elect to (a) approve the proposed\nsublease or assignment or (b) reasonably disapprove the proposed sublease or\nassignment, in which event the notice shall state the reasons for such\ndisapproval. In the event Landlord wrongfully withholds consent to a proposed\nAssignment or Sublease, Tenant's remedy shall be limited to (i) injunctive\nrelief or (ii) an action to recover the actual damages incurred by Tenant in\nconnection with such withholding of consent, provided that Tenant shall be\naffirmatively obligated to mitigate its damages (including without limitation by\ncontinuing to seek an acceptable Transferee).\n\n         13.4 Conditions for Landlord's Consent to Subleases.\n              ----------------------------------------------          \n\n                  (a) If Landlord is required pursuant to Section 14.1(b) above\n                                                          ---------------\nnot to unreasonably withhold or delay its consent to any proposed Assignment or\nSublease, without limitation as to the other reasonable grounds for withholding\nconsent, Landlord's refusal to consent to any such proposed Assignment or\nSublease shall be deemed reasonable under this Lease and applicable law if:\n\n                           (1)      The Transferee, in Landlord's reasonable\nopinion, is not a tenant which would be located in a first-class office building\nproject, or is of a character or reputation or engaged in a business which is\nnot consistent with the quality of the Project;\n\n                           (2)      The purposes for which the Transferee\nintends to use the Premises are, in Landlord's reasonable judgment, incompatible\nwith the uses of a first-class office building project comparable to the\nProject;\n\n                                       42\n\n \n                           (3)   In the reasonable judgment of Landlord, the\npurpose for which the Transferee intends to use the Premises is in violation of\nthe terms of any other lease in the Project of which Landlord has given Tenant\nwritten notice, or would give an occupant of the Project a right to cancel its\nlease or bring an action against Landlord;\n\n                           (4)   The Transferee has been involved in bona\nfide negotiations with Landlord within the preceding six (6) months for space in\nthe Project which is comparable in size, lease term, and if relevant, contiguous\nto the existing Premises of the Transferee in the Building;\n\n                           (5)   The effective rent for the Sublease is less\nthan the effective Fair Market Rental Rate in the sublease market (ignoring the\nparenthetical in the first sentence of Section 30.2 which excludes subleases,\nand considering exclusively subleases) with appropriate adjustments in the\nprocedures for determining Fair Market Rental Rate in order to make such\ndetermination for sublease space) for comparable space in the Project at the\ntime of such Sublease;\n\n                           (6)   The portion of the Premises to be sublet is\nnot regular in shape with appropriate means of ingress and egress and suitable\nfor normal renting purposes in conformity with all applicable building and\nsafety codes;\n\n                           (7)   The Transferee is either a government (or\nsubdivision or agency thereof) or an occupant of the Project;\n\n                           (8)   The Transferee is engaged in the same or a\nsubstantially similar business as that of Landlord or its affiliates or of\nanother tenant in the Project; or\n\n                           (9)   Tenant is in default under this Lease,\nfollowing receipt of notice and expiration of Tenant's cure rights pursuant to\nArticle 22.\n\n                  (b) If Landlord consents to any Assignment or Sublease under\nthis Section 14.4, Tenant may thereafter within one hundred twenty (120) days\nafter Landlord's consent, but not later than the expiration of said one hundred\ntwenty (120) days, enter into such Assignment or Sublease, upon substantially\nthe same terms and conditions as are set forth in the applicable Transfer Notice\nfurnished by Tenant to Landlord pursuant to Section 14.2 above.\n\n                  (c) As a condition to Landlord's consent to any Sublease, such\nSublease shall provide that it is subject and subordinate to this Lease and to\nall Underlying Mortgages.\n\n         13.5 Transfer Premium. If Landlord consents to an Assignment or\n              ----------------\nSublease, as a condition thereto which the parties hereby agree is reasonable,\nTenant shall pay to Landlord fifty percent (50%) of any \"Transfer Premium,\" as\nthat term is defined in this Section 14.5, as and when received by Tenant from\n                             ------------\nsuch \n\n                                       43\n\n \nTransferee. \"Transfer Premium\" shall mean all rent, additional rent and\nother consideration payable by or on behalf of such Transferee, net of\nreasonable and reasonably documented subleasing costs actually incurred by\nTenant, in excess of the rent and additional rent payable under this Lease by\nTenant on a per rentable square foot basis. \"Transfer Premium\" shall also\ninclude, but not be limited to, key money and bonus money paid by the Transferee\nto Tenant in connection with such Assignment or Sublease, any payment in excess\nof fair market value for services rendered by Tenant to Transferee or for\nassets, fixtures, inventory, equipment or furniture transferred by Tenant in\nconnection with such Assignment or Sublease.\n\n         13.6 No Release of Tenant's Obligations. No Assignment or Sublease\n              ----------------------------------\nshall relieve Tenant of its obligation to pay the rent and to perform all of the\nother obligations to be performed by Tenant hereunder. The acceptance of rent by\nLandlord from any other person shall not be deemed to be a waiver by Landlord of\nany provision of this Lease or to be a consent to any Assignment or Sublease.\nConsent to one Sublease or Assignment shall not be deemed to constitute consent\nto any subsequent Sublease or Assignment. Tenant agrees to promptly pay as\nAdditional Rent Landlord's reasonable costs and attorneys' fees incurred in\nconnection with the processing and documentation of any requested Assignment or\nSublease whether or not Landlord consents to the Assignment or Sublease or the\nsame is finally consummated.\n\n         13.7 Transfer is Assignment. If Tenant is a corporation which under the\n              ----------------------\nthen current guidelines published by the Commissioner of Corporations of the\nState of California is not deemed a public corporation, or is an unincorporated\nassociation or partnership, the transfer, assignment or hypothecation of any\nstock or ownership interest in such corporation, association or partnership in\nthe aggregate in excess of twenty-five percent (25%) shall be deemed an\nAssignment hereunder.\n\n         13.8 Assumption of Obligations. Each Transferee shall assume all\n              -------------------------\nobligations of Tenant under this Lease and shall be and remain liable jointly\nand severally with Tenant for the payment of the rent, and for the performance\nof all of the terms, covenants, conditions and agreements herein contained on\nTenant's part to be performed for the term of this Lease with respect to the\nportion of the Premises subject to the assignment or sublease. No Assignment\nshall be binding on Landlord unless the Transferee or Tenant shall deliver to\nLandlord a counterpart of the Assignment and, if so requested by Landlord, an\ninstrument in recordable form which contains a covenant of assumption by the\nTransferee satisfactory in substance and form to Landlord consistent with the\nrequirements of this Section 14.8, but the failure or refusal of the Transferee\n                     ------------\nto execute such instrument or assumption shall not release or discharge the\nTransferee from its liability as set forth above.\n\n         13.9 Recapture Rights. Notwithstanding anything to the contrary \n              ----------------\ncontained in this Article 14, Landlord shall have the \n\n                                       44\n\n \noption, by giving notice to Tenant within twenty (20) days after receipt of\nTenant's notice of any proposed Assignment or Sublease, to recapture the portion\nof the Premises which is the subject of Tenant's notice. Such recapture notice\nshall cancel and terminate this Lease with respect to such portion of the\nPremises as of the date stated in Tenant's notice as of the effective date of\nthe proposed Assignment or Sublease, unless Tenant revokes Tenant's notice of\nproposed Assignment or Sublease by notice to Landlord within ten (10) days after\nLandlord's notice of recapture.\n\n                  14.10 Related Entities. Notwithstanding the provisions of this\n                        ----------------\nArticle 14, Tenant, without the consent of Landlord, may assign or sublet all or\nany portion of this Lease to any \"Related Entity\" (as hereinafter defined), or\nto any corporation with which Tenant may merge or consolidate or which may\nacquire substantially all of the assets of Tenant. As used herein, the term\n\"Related Entity\" shall mean and refer to any parent, subsidiary or affiliate of\nTenant which controls or is controlled by Tenant or by persons controlling or\ncontrolled by Tenant. For the purposes of this paragraph, control refers to the\nrecord and beneficial ownership of at least fifty-one percent (51%) of the\nvoting interests of the entity in question.\n\n                  14.11 Preapproved Sublease. Notwithstanding any other\n                        --------------------\nprovision of this Article 14, Landlord acknowledges that Landlord approves of\nthe sublease of approximately 10,000 square feet located on the first floor of\nthe Premises to Pacific Capital Group, Inc.\n\n14.      Landlord's Reserved Rights.\n         --------------------------\n\n         14.1 Right of Entry. Landlord and its agents and representatives shall\n              --------------\nhave the right, at all reasonable times, but in such manner as to cause as\nlittle disturbance to Tenant as reasonably practicable, to enter the Premises\nfor purposes of inspection, to post notices of non-responsibility, to protect\nthe interest of Landlord in the Premises, to supply janitorial service and any\nother services to be provided by Landlord hereunder, to perform all required or\npermitted work therein, including the erection of scaffolding, props and other\nmechanical devices for the purpose of making alterations, repairs or additions\nto the Premises or the Building which are provided for in this Lease or required\nby Laws, provided that except in the case of emergencies or for janitorial\nservices, Landlord's entry into the Premises shall either be following notice\ngiven at least one (1) business day in advance or be accompanied by one or more\nqualified representatives of Tenant (who Tenant shall make reasonably available\nfor such purposes during Normal Working Hours). Locks to the Premises, including\ninterior areas, shall be keyed consistent with the keying system for the\nBuilding. Tenant may designate certain areas within the Premises as \"Secured\nAreas\" for the purpose of securing certain valuable property or confidential\ninformation. Except in emergencies and to provide janitorial services (unless\nTenant advises Landlord \n\n                                       45\n\n \nthat it does not desire janitorial services for such Secured Areas), Landlord\nmay not enter said Secured Areas unless Landlord provides Tenant at least five\n(5) business days prior written notice of the date and time of such entry, and\nany such entry shall be subject to escort by a Tenant representative. Upon\nreasonable prior notice, Landlord and its agents and representatives shall also\nhave the right, during normal business hours, to show the Premises to\nprospective tenants (during the last eighteen (18) months of the Term), lessors\nof superior leases, mortgagees, prospective mortgagees or prospective purchasers\nof the Building, subject to Landlord's obligation to cause as little disturbance\nto Tenant as reasonably practicable. No such reasonable entry shall be construed\nunder any circumstances as a forcible or unlawful entry into, or a detainer of,\nthe Premises, or an eviction of Tenant, and Tenant hereby waives any claim\nagainst Landlord or its agents or representatives for damages for any injury or\ninconvenience to or interference with, Tenant's business or quiet enjoyment of\nthe Premises.\n\n         14.2 Building and Common Areas. Provided Landlord does not unreasonably\n              -------------------------\ninterfere with Tenant's use of the Premises and the Common Areas, Landlord may:\n(a) install, repair, replace or relocate pipes, ducts, conduits, wires and\nappurtenant meters and equipment for service to other parts of the Building\nabove the ceiling surfaces, below the floor surfaces, within the walls and in\nthe central core areas of the Premises or the rest of the Building; (b) repair,\nrenovate, alter, expand or improve the Building; (c) make changes to the Common\nAreas, including without limitation, changes in the location, size, shape and\nnumber of street entrances, driveways, ramps, entrances, exits, parking spaces\n(subject to Section 6.1(f) above), parking areas, loading and unloading areas,\nhalls, passages, stairways and other means of ingress and egress, and direction\nof traffic, landscaped areas and walkways; (d) close temporarily (and only so\nlong as necessary) any of the Common Areas for maintenance purposes so long as\nreasonable access to the Premises remains available; (e) designate other land\noutside the boundaries of the Building to be part of the Common Areas; (f) add\nadditional buildings and improvements to the Common Areas, subject to the\nlimitations in Section 15.5; (g) use the Common Areas while engaged in making\n               ------------\nadditional improvements, repairs or alterations to the Building, or any portion\nthereof; and (h) do and perform such other acts and make such other changes in,\nto or with respect to the Common Areas and Building and other portions of the\nProject as Landlord may deem appropriate.\n\n         14.3 Intentionally Omitted.\n              ---------------------\n\n         14.4 Excavation. Landlord shall have the right to utilize the Land for\n              ----------\npurposes of excavation and shall have the right to authorize the use of, and\ngrant licenses and easements over, the Land to owners of adjacent property or\ngovernmental authorities for excavation purposes. If an excavation is made upon\nany of the Land adjacent to the Building by Landlord or said owner of \n\n                                       46\n\n \nadjacent property, Tenant shall license and authorize Landlord or said owner to\nenter on to the Premises for the purpose of performing such work in connection\nwith the excavation as may be necessary or prudent to preserve the Building and\nother portions of the Project from injury or damage. Except as specifically\nprovided otherwise in this Lease, Tenant shall have no claim for damages or\nindemnity against Landlord or any right to abatement of rent in connection\ntherewith, except to the extent Landlord acts unreasonably and unreasonably\ninterferes with Tenant's use and occupancy of the Premises.\n\n         14.5 Development of Other Improvements. Any other adjacent property\n              ---------------------------------\nwhich may be acquired by Landlord, or any portion thereof, may be developed by\nLandlord, or by any successor-in-interest to Landlord, or by any entity\ncontrolling, controlled by or under common control with Landlord, for office,\nretail and\/or other purposes deemed appropriate in Landlord's discretion\n(individually or collectively, the \"Other Improvements\"). If the Other\nImprovements are owned by an entity other than Landlord, Landlord shall have the\nright, but not the obligation (unless Landlord is obligated to comply with\nzoning or other governmental requirements), to enter into an agreement with the\nowner of any or all of the Other Improvements to provide (a) for reciprocal\nrights of access, use and enjoyment of the Project and the Other Improvements\n(without unreasonably impairing Tenant's access to and use of the Common Areas\nin the Project), (b) for the common management, operation, maintenance,\nimprovement and repair of all or any portion of the Project and all or any\nportion of the Other Improvements, or (c) for the allocation of all or any\nportion of the Operating Expenses, Real Property Taxes and Capital Improvement\nAmortization for the Project to the Other Improvements and the allocation of the\nOperating Expenses, Real Property Taxes and Capital Improvement Amortization for\nthe Other Improvements to the Project in order to provide for the efficient\nmanagement, operation, maintenance, improvement and repair of the Project and\nthe Other Improvements provided that the total Operating Expenses, Real Property\nTaxes and Capital Improvement Amortization otherwise allocable to Tenant shall\nnot be increased as a result of such allocation. Landlord agrees that it will\nuse reasonable efforts to cause the Other Improvements to be taxed and assessed\nseparately from the Project for Real Property Taxes. If the Other Improvements\nand the Project are taxed together, Landlord shall allocate the Real Property\nTaxes between the Project and the Other Improvements in order to equitably\nallocate such Taxes between the Project and the Other Improvements.\n\n         14.6 Incorporation of Other Improvements. In the event Landlord (a) is\n              -----------------------------------\nthe owner of any or all of the Other Improvements and the property on which they\nare located, or (b) conveys the Project to the owner of the Other Improvements\nor to any other person or entity which will become the owner of both the Project\nand the Other Improvements, Landlord, or its successors or assigns, shall have\nthe right, but not the obligation (unless Landlord is obligated to comply with\nzoning or other governmental requirements), to incorporate the Other\nImprovements into the \n\n                                       47\n\n \nProject and to provide for the common management, operation, maintenance and\nrepair of the Project and the Other Improvements provided that such\nincorporation of the Other Improvements shall not increase the total Operating\nExpenses, Real Property Taxes and Capital Improvement Amortization otherwise\nallocable to Tenant under this Lease or unreasonably impair Tenant's access to\nand use of the Common Areas of the Project as they existed prior to such\nincorporation into the Project. In the event the Other Improvements are so\nincorporated into the Project, all references to the Project contained in this\nLease shall be deemed and construed to include the Other Improvements. Landlord\nagrees that it will use reasonable efforts to cause the Other Improvements to be\ntaxed and assessed separately from the Project for Real Property Taxes. If the\nOther Improvements and the Project are taxed together, Landlord shall allocate\nthe Real Property Taxes between the Project and the Other Improvements in order\nto equitably allocate such Taxes between the Project and Other Improvements.\nNothing contained in this Article 15 shall be deemed or construed to limit or\n                          ----------\notherwise affect Landlord's right to sell the Project or any other rights\ndescribed in this Lease.\n\n15.      Indemnification and Limitation on Liability.\n         -------------------------------------------\n\n         15.1 Indemnity of Landlord. Tenant shall be liable for, and shall\n              ---------------------\nindemnify, protect, defend and hold harmless Landlord and Landlord's partners,\nofficers, directors, agents, successors and assigns (collectively, \"Landlord\nIndemnified Parties\"), from and against, any and all claims, damages, judgments,\nsuits, causes of action, losses, liabilities and expenses, including reasonable\nattorneys' fees and court costs (collectively, \"Indemnified Claims\"), arising or\nresulting from (i) any act or omission of Tenant or any of Tenant's agents,\nemployees, contractors, subtenants, assignees, licensees or invitees (acting\nwithin the scope of their relationship with Tenant) (collectively, \"Tenant\nParties\"); (ii) the use of the Premises and Common Areas and conduct of Tenant's\nbusiness by Tenant or any Tenant Parties, or any other activity, work or thing\ndone, permitted or suffered by Tenant or any Tenant Parties (acting within the\nscope of their relationship with Tenant), in or about the Premises, the Building\nor elsewhere within the Project; and\/or (iii) any default by Tenant of any\nobligations on Tenant's part to be performed under the terms of this Lease;\nexclusive of any Indemnified Claims (A) arising out of or in connection with the\nnegligence or willful misconduct by Landlord or its employees, contractors, or\nagents (acting within the scope of their relationship with Landlord), or breach\nby Landlord under any agreement between Landlord and a third party; or (B)\nextending to any such damage or injury which is covered by any insurance\nmaintained by Landlord or any Landlord Indemnified Parties (or which would have\nbeen covered had Landlord obtained the insurance required under the provisions\nof this Lease) (collectively, \"Landlord-Related Claims\"). In case any action or\nproceeding is brought against Landlord or any Landlord Indemnified Parties by\nreason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall\ndefend the same \n\n                                       48\n\n \nat Tenant's expense by counsel approved in writing by Landlord, which approval\nLandlord shall not unreasonably withhold. Landlord shall indemnify, defend and\nhold Tenant harmless from and against any and all Landlord-Related Claims. In\ncase any action or proceeding is brought against Tenant by reason of any such\nLandlord-Related Claims, Landlord, upon notice from Tenant, shall defend the\nsame at Landlord's expense by counsel approved in writing by Tenant, which\napproval Tenant shall not unreasonably withhold.\n\n         15.2 Tenant's Assumption of Risk and Waiver. Except to the extent\n              --------------------------------------\nspecifically included in Landlord's indemnification obligations set forth in\nSection 16.1 above, Tenant, as a material part of the consideration to Landlord,\n------------\nhereby agrees that neither Landlord nor any Landlord Indemnified Parties shall\nbe liable to Tenant for, and Tenant expressly assumes the risk of and waives any\nand all claims it may have against Landlord or any Landlord Indemnified Parties\nwith respect to, any and all damage to property or injury to persons in, upon or\nabout the Premises, the Building of the Project resulting from any act or\nomission of Landlord or of any Landlord Indemnified Party (whether or not\nnegligent) or from any other cause whatsoever, including without limitation, (i)\nany such damage caused by other tenants or persons in or about the Building or\nthe Project, or caused by quasi-public work, (ii) any damage to property\nentrusted to employees of the Building, (iii) any loss of or damage to property\nby theft or otherwise, or (iv) any injury or damage to persons or property\nresulting from any casualty, explosion, falling plaster or other masonry or\nglass, steam, gas, electricity, water or rain which may leak from any part of\nthe Building or any other portion of the Project or from the pipes, appliances\nor plumbing works therein or from the roof, street or subsurface or from any\nother place, or resulting from dampness, or any other cause whatsoever.\nNotwithstanding anything to the contrary contained in this Lease, neither\nLandlord nor any Landlord Indemnified Parties shall be liable for consequential\ndamages arising out of any loss of the use of the Premises or any equipment or\nfacilities therein by Tenant or any Tenant Parties or for interference with\nlight or other incorporeal hereditaments. Tenant shall use its best efforts to\ngive prompt notice to Landlord in case of fire or accidents in the Premises, or\nof defects therein or in the fixtures or equipment therein.\n\n         15.3 Survival; No Release of Insurers. Tenant's and Landlord's\n              --------------------------------\nindemnification obligations under Section 16.1, respectively, shall survive the\n                                  ------------\nexpiration or earlier termination of this Lease. Tenant's covenants, agreements\nand indemnification in Section 16.1, and Landlord's indemnification in Section\n                       ------------                                    -------\n16.1, are not intended to and shall not relieve any insurance carrier of its\n----\nobligations under policies required to be carried by Landlord or Tenant,\nrespectively, pursuant to the provisions of this Lease.\n\n16.      Definitions of Landlord.\n         -----------------------\n\n                                       49\n\n \n         The term \"Landlord\" as used in this Lease, so far as covenants or\nobligations on the part of Landlord are concerned, shall be limited to mean and\ninclude only the owner or owners, at the time in question, of the fee title of\nthe Premises or the lessees under any ground lease, if any. In the event of any\ntransfer, assignment or other conveyance or transfers of any such title,\nLandlord herein named (and in case of any subsequent transfers or conveyances,\nthe then grantor) shall be automatically freed and relieved from and after the\ndate of such transfer, assignment or conveyance of all liability as respects the\nperformance of any covenants or obligations on the part of Landlord contained in\nthis Lease thereafter to be performed; provided, however, that within thirty\n(30) days of any such transfer, assignment or conveyance, Landlord shall notify\nTenant of same in writing, including the names, addresses and telephone numbers\nof such successors and Landlord shall be relieved of any obligation in\nconnection with the return of the Security Deposit upon the unconditional\nwritten assumption of such obligation by the Landlord's successor for the\nbenefit of Tenant and the delivery to Tenant of a notice by Landlord in\naccordance with California Civil Code Section 1950.7. Without further agreement,\nthe transferee of such title shall be deemed to have assumed and agreed to\nobserve and perform any and all obligations of Landlord hereunder, during its\nownership of the Premises. Landlord may transfer its interest in the Premises\nwithout the consent of Tenant and such transfer or subsequent transfer shall not\nbe deemed a violation on Landlord's part of any of the terms and conditions of\nthis Lease.\n\n17.      Subordination.\n         -------------\n\n         17.1 Subordination. This Lease shall not be subordinate to any\n              -------------\nmortgage, trust deed, ground lease or other encumbrance which may hereafter be\nexecuted affecting the Land, the Building and\/or the Project but shall be\nsubordinate to the existing deed of trust in favor of The Union Labor Life\nInsurance Company (\"Ullico\") (the existing deed of trust together with all\nfuture deeds of trust, mortgages, ground leases or other encumbrances are\nreferred to collectively as the \"Underlying Mortgage\"). Notwithstanding the\npreceding sentence, this Lease shall be subordinate to the liens of any future\nUnderlying Mortgages in the event such subordination is required by the holder\nof any such Underlying Mortgage, provided that any such subordination shall be\nsubject to the execution by such holder of a commercially reasonable\nnon-disturbance and attornment agreement (\"Non-Disturbance Agreement\") in a\ncommercially reasonable form. Landlord shall also cause Ullico to execute and\ndeliver to Tenant a Non-Disturbance Agreement substantially in the form of \"G\"\nconcurrently with the execution and delivery of this Lease by Landlord.\n\n         17.2 Attornment. If Landlord's interest in the Land, the Building or\n              ----------\nthe Project is sold or conveyed upon the exercise of any remedy provided for in\nany Underlying Mortgage, or otherwise by operation of law, this Lease will not\nbe affected, subject to \n\n                                       50\n\n \nand in accordance with the applicable Non-Disturbance Agreement, and Tenant will\nattorn to and recognize the new owner as Tenant's Landlord under this Lease,\nsubject to and in accordance with the applicable Non-Disturbance Agreement.\nTenant will confirm such attornment in writing within twenty (20) days after\nrequest (Tenant's failure to do so will constitute a default under this Lease).\n\n         17.3 Notice from Tenant. Tenant shall give written notice to the holder\n              ------------------\nof any Underlying Mortgage whose name and address have been previously furnished\nto Tenant, together with a request that such holder receive copies of such\nnotices, of any act or omission by Landlord which Tenant asserts as giving\nTenant the right to terminate this Lease or to claim a partial or total eviction\nor any other right or remedy under this Lease or provided by law (including\nwithout limitation any notice of default pursuant to Section 22.6 hereof).\nTenant further agrees that the holder of any Underlying Mortgage shall have the\nright to cure any default by Landlord on the same terms and conditions set forth\nin Section 22.6, with such holder's cure period running the date of receipt of\nwritten notice by such holder.\n\n18.      Estoppel Certificates.\n         ---------------------\n\n         Each party (\"Certifying Party\") shall, at any time and from time to\ntime upon not less than twenty (20) days prior notice by the other party\n(\"Requesting Party\") execute, acknowledge and deliver to the Requesting Party a\nstatement in writing, certifying (a) the Commencement Date of this Lease, (b)\nthat this Lease is unmodified and in full force and effect (or if there have\nbeen modifications, that the same is in full force and effect as so modified and\nstating such modifications), (c) the dates to which the Basic Rent, Additional\nRent and other charges have been paid in advance, if any, (d) whether or not to\nthe best knowledge of the Certifying Party, the Requesting Party is in default\nin the performance of any covenant, agreement or condition contained in this\nLease and, if so, specifying each such default of which the Certifying Party may\nhave knowledge, (e) the balance of the Security Deposit (including any accrued\ninterest thereon) and (f) any other information which reasonably may be\nrequested by the Requesting Party or the beneficiary under any Underlying\nMortgage. Any such statement delivered pursuant to this Article 19 may be relied\n                                                        ----------\nupon by any prospective purchaser of the fee of the Building, the Project or the\nLand or any mortgage or any mortgagee, ground lessor or other like encumbrancer\nthereof or any assignee of any such encumbrancer of the Land, the Building or\nthe Project or any proposed assignee, sublessee or lender of Tenant. If such\nstatement is not delivered with twenty (20) days, the requesting party shall\ngive the other party an additional written request for such statement. If such\nstatement is not delivered within an additional ten (10) day cure period, then\nthe information contained in the requested statement shall be conclusively\ndeemed to be true and may be relied upon as such by the requesting party. In the\nevent that \n\n                                       51\n\n \nin any calendar year either party requests more than two (2) estoppel\ncertificates from the other party, in connection with the third and each\nsubsequent estoppel certificate, the requesting party shall pay the other party\na fee equal to Five Hundred Dollars ($500.00) to compensate such party for its\ncosts.\n\n                                       52\n\n \n19.      Surrender of Premises and Removal of Property.\n         ---------------------------------------------\n\n         19.1 No Merger. The voluntary or other surrender of this Lease by\n              ---------\nTenant, a mutual cancellation or a termination hereof, shall not constitute a\nmerger, and shall, at the option of Landlord, terminate all or any exiting\nsubleases or shall operate as an assignment to Landlord of any or all subleases\naffecting the Premises.\n\n         19.2 Surrender of Premises. Upon the expiration of the Term, or upon\n              ---------------------\nany earlier termination hereof, Tenant shall quit and surrender possession of\nthe Premises to Landlord in as good order and condition as the Premises are now\nor hereafter may be improved by Landlord or Tenant, reasonable wear and tear and\nrepairs which are Landlord's obligation excepted, and shall, without expense to\nLandlord, remove or cause to be removed from the Premises, all debris and\nrubbish, all FF&amp;E, free-standing cabinet work, movable partitions and other\narticles of personal property owned by Tenant or installed or placed by Tenant\nat its expense in the Premises (including without limitation any equipment for\nTenant's network operating center, if any), and all similar articles of any\nother persons claiming under Tenant unless Landlord exercises its option to have\nany subleases or subtenancies assigned to Landlord, and Tenant shall repair all\ndamage (other than reasonable wear and tear) to the Premises or the Project\nresulting from such removal.\n\n         19.3 Disposal of Property. In the event of the expiration of this Lease\n              --------------------\nor other re-entry of the Premises by Landlord as provided in this Lease, any\npersonal property of Tenant not removed by Tenant upon the expiration of the\nTerm of this Lease, or within seven (7) days after a termination by reason of\nTenant's default, shall be considered abandoned and Landlord may remove any or\nall of such property and dispose of the same in any manner or store the same in\na public warehouse or elsewhere for the account of, and at the expense and risk\nof, Tenant. If Tenant shall fail to pay the costs of storing any such property\nafter it has been stored for a period of thirty (30) days or more, Landlord may\nsell any or all of such property at public or private sale, in such manner and\nat such places as Landlord, in its sole discretion, may deem proper, without\nnotice to or demand upon Tenant. In the event of such sale, Landlord shall apply\nthe proceeds thereof, first, to the cost and expense of sale, including\nreasonable attorneys' fees; second, to the repayment of the cost of removal and\nstorage; third, to the repayment of any other sums which may then or thereafter\nbe due to Landlord from Tenant under any of the terms of this Lease; and fourth,\nthe balance, if any, to Tenant.\n\n         19.4 Fixtures and Improvements. All FF&amp;E, alterations, additions,\n              -------------------------\nimprovements and\/or appurtenances attached to or built into the Premises\n(excluding trade fixtures, such as audio-visual equipment and theatrical\nequipment, and any equipment for Tenant's network operating center, if any)\nprior to or during the Term hereof, whether by Landlord at its expense or at the\nexpense \n\n                                       53\n\n \nof Tenant, or both, as further described in Section 8.2, shall be and remain\n                                            -----------\npart of the Premises and shall not be removed by Tenant at the end of the term\nof this Lease unless such removal is required by Landlord or permitted pursuant\nto the provisions of Article 8.\n                     ---------\n\n20.      Holding Over.\n         ------------\n\n         In the event Tenant holds over after the expiration of the Term, with\nthe express or implied consent of Landlord, such tenancy shall be from\nmonth-to-month only, and not a renewal hereof or an extension for any further\nterm, and such month-to-month tenancy shall be subject to each and every term,\ncovenant and agreement contained herein; provided, however, that Tenant shall\npay as Basic Rent during any holding over period, an amount equal to one hundred\nfifty percent (150%) of the rent for the Premises in effect on the last day of\nthe Term. Nothing in this Article 21 shall be construed as a consent by Landlord\n                          ----------\nto any holding over by Tenant and Landlord expressly reserves the right to\nrequire Tenant to surrender possession of the Premises upon the expiration of\nthe Term or upon the earlier termination hereof and to assert any remedy at law\nor in equity to evict Tenant and\/or collect damages in connection with such\nholding over.\n\n21.      Defaults and Remedies.\n         ---------------------\n\n         21.1     Defaults by Tenant.  The occurrence of any of the following \n                  ------------------\nshall constitute a default under this Lease by Tenant:\n\n                  (a) The failure by Tenant to pay the rent or make any other\npayment required to be made by Tenant under this Lease and the exhibits hereto\nas and when due where such failure continues for ten (10) days after written\nnotice thereof by Landlord to Tenant; provided, however, that such notice shall\nbe in lieu of and not in addition to any notice required under Section 1161 of\nthe California Code of Civil Procedure.\n\n                  (b) The abandonment of the Premises by Tenant in accordance\nwith California Civil Code '1951.3. Further, if Tenant (i) vacates the Premises,\n(ii) is not actively marketing the Premises for a Sublease, (iii) is not holding\nsuch space for its own use, and Landlord requests Tenant to execute an agreement\nterminating this Lease (\"Lease Termination Agreement\"), Tenant shall execute the\nLease Termination Agreement and this Lease shall thereupon terminate. If Tenant\nfails to execute the Lease Termination Agreement within ten (10) days after\nLandlord's request to do so, which request references this Section 22.1(b),\n                                                           ---------------\nTenant shall be in default under this Lease.\n\n                  (c) The failure by Tenant to observe or perform the provisions\nof Article 2 where such failure continues and is not remedied within three (3)\n   ---------\nbusiness days after notice thereof from Landlord to Tenant; provided, however\nthat such notice shall be in lieu of and not in addition to any notice required\nunder Section 1161 of the California Code of Civil Procedure; provided, \n\n                                       54\n\n \nhowever, if Tenant cannot remedy such failure by cessation of its own action\nwithin such time period or if Tenant's violation of Article 2 does not cause\n                                                    ---------\nloss or injury to Landlord or the Building or Project, Tenant shall not be in\ndefault if Tenant commences to cure such failure within such period and\nthereafter diligently prosecutes the same to completion. Notwithstanding the\nforegoing, Landlord shall have the absolute right, but not the obligation, to\ncure such failure on Tenant's behalf. If Landlord exercises its right to cure\nany such failure on Tenant's behalf, Landlord shall notify Tenant of Landlord's\nreasonable estimate of the cost to effect such cure and Tenant shall promptly\ndeposit such sum with Landlord within five (5) business days after receipt of\nLandlord's estimate. If Tenant (i) timely deposits the estimated cost of cure\nwith Landlord, and (ii) within five (5) business days after receipt of an\ninvoice for the actual cost of cure, reimburses Landlord for such actual costs\nto the extent that they exceed the estimated costs previously paid to Landlord\nby Tenant, Landlord shall not be entitled to exercise its right to terminate\nthis Lease pursuant to Section 22.2(a) as a result of Tenant's failure under\nthis Section 22.1(c), without limiting any other rights which Landlord may have\n     ---------------\nunder this Lease or at law or in equity as a result of such failure.\n\n                  (d) The failure by Tenant to observe or perform the provisions\nof Article 8 where such failure continues and is not remedied within three (3)\n   ---------\nbusiness days after notice thereof from Landlord to Tenant; provided, however,\nthat such notice shall be in lieu of and not in addition to any notice required\nunder Section 1161 of the California Code of Civil Procedure. If such failure\ncannot reasonably be cured within such three (3) business day period, Landlord\nshall not be entitled to exercise its right to terminate this Lease under\nSection 22.2(a) if within three (3) business days after notice from Landlord,\n---------------\nTenant ceases all work on the Tenant Alterations and immediately commences\nrepairing any damages and diligently prosecutes such repairs to completion\nprovided Tenant does not commence any further work on the Tenant Alterations\nuntil Landlord has fully approved the same in writing. If the nature of such\nfailure under this Section 22.1(d) is such that it adversely affects the\n                   ---------------\nBuilding Systems, Service Facilities, access to or safety of any premises in the\nBuilding or the quiet enjoyment of any other tenant in the Building, then\nLandlord shall have the absolute right, but not the obligation, to cure such\nfailure on Tenant's behalf. If Landlord exercises its right to cure any such\nfailure on Tenant's behalf, Landlord shall notify Tenant of Landlord's\nreasonable estimate of the cost to effect such cure and Tenant shall promptly\ndeposit such sum with Landlord within forty-eight (48) hours after receipt of\nLandlord's estimate. If Tenant (x) timely deposits the estimated cost of cure\nwith Landlord, and (y) within three (3) business days after receipt of an\ninvoice for the actual cost of cure reimburses Landlord for such actual costs to\nthe extent that they exceed the estimated costs previously paid to Landlord by\nTenant, Landlord shall not be entitled to exercise its right to terminate this\nLease pursuant to this Section 22.1(d), without limiting any other rights which\n                       ---------------\nLandlord may \n\n                                       55\n\n \nhave under this Lease or at law or in equity as a result of such failure.\n\n                  (e) The failure by Tenant to observe or perform any other\nprovision of this Lease and the exhibits hereto, including the Rules and\nRegulations and Parking Garage Rules and Regulations referred to in Article 28,\nto be observed or performed by Tenant, where such failure continues for thirty\n(30) days after notice thereof by Landlord to Tenant; provided, however, that if\nthe nature of such default is such that the same cannot reasonably be cured\nwithin such thirty (30) day period, Tenant shall not be deemed to be in default\nif Tenant shall within such period commence such cure and thereafter diligently\nprosecute the same to completion. Such thirty (30) day notice shall be in lieu\nof and not in addition to any notice required under Section 1161 of the\nCalifornia Code of Civil Procedure.\n\n                  (f) Any action taken by or against Tenant pursuant to any\nstatute pertaining to bankruptcy or insolvency or the reorganization of Tenant\n(but, in the case of a petition filed against Tenant only if Tenant is\nadjudicated to be bankrupt); the making by Tenant of any general assignment for\nthe benefit of creditors; the appointment of a trustee or receiver to take\npossession of all or any portion of Tenant's assets located at the Premises or\nof Tenant's interest in this Lease, where possession is not restored to Tenant\nwithin ninety (90) days; or the attachment, execution, or other judicial seizure\nof all or any portion of Tenant's assets located at the Premises or of Tenant's\ninterest in this Lease, where such seizure is not discharged within ninety (90)\ndays.\n\n                  (g) Tenant's failure to vacate and surrender the Premises as\nrequired by this Lease upon the expiration of the Term or termination of this\nLease.\n\n         21.2     Landlord's Remedies.\n                  -------------------\n\n                  (a) In the event of any such default by Tenant, then, in\naddition to any other remedies available to Landlord at law or in equity,\nLandlord shall have the immediate option to terminate this Lease and all rights\nof Tenant hereunder by giving Tenant five (5) days' written notice of such\nelection to terminate. In the event Landlord shall elect to so terminate this\nLease, Landlord may recover from Tenant:\n\n                           (i)   the worth at the time of award of any unpaid\nrent which has been earned at the time of such termination; plus\n\n                           (ii)  the worth at the time of award of any 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\n\n                                       56\n\n \n                           (iii) the worth at the time of award of the amount by\nwhich the unpaid rent for the balance of the term after the time of the award\nexceeds the amount of such rental loss that Tenant proves could be reasonably\navoided; plus\n\n                           (iv)  any  other  amount   necessary  to   compensate\nLandlord for all the detriment proximately caused by Tenant's failure to perform\nits obligations under this Lease or which in the ordinary course of things would\nbe likely to result therefrom; and\n\n                           (v)   at Landlord's election, such other amounts in\naddition to or in lieu of the foregoing as may be permitted from time to time by\napplicable law.\n\n                  (b) All \"rent\" (as defined in Section 4.1) shall be computed\n                                                -----------\non the basis of the monthly amounts thereof payable on the date of Tenant's\ndefault, as the same are to be adjusted thereafter as contemplated by this\nLease. As used in Paragraphs 22.2(a)(i) and (ii), the \"worth at the time of\n                  ------------------------------\naward\" is computed by allowing interest in the per annum amount equal to the\nprime rate of interest or other equivalent reference rate from time to time\nannounced by the Bank of America National Trust and Savings Association (the\n\"Reference Rate\") plus two percent (2%), but in no event in excess of the\nmaximum interest rate permitted by law. As used in Paragraph 22.2(a)(iii) above,\n                                                   ----------------------\nthe \"worth at the time of award\" is computed by discounting such amount at the\ndiscount rate of the Federal Reserve Bank of San Francisco at the time of award\nplus one percent (1%).\n\n                  (c) In the event of any such default by Tenant, Landlord shall\nalso have the right, with or without terminating this Lease, to re-enter the\nPremises and remove all persons and property therefrom by summary proceedings or\notherwise; such property may be removed and stored in a public warehouse or\nelsewhere at the cost of and for the account of Tenant.\n\n                  (d) In the event of the abandonment of the Premises by Tenant,\na vacation of the Premises and subsequent refusal or failure to execute a Lease\nTermination Agreement if required in Section 22.1(b), or in the event that\n                                     ---------------\nLandlord elects to re-enter as provided in Paragraph (c) above or takes\n                                           -------------\npossession of the Premises pursuant to legal proceeding or pursuant to any\nnotice provided by law, and, in any event, if Landlord does not elect to\nterminate this Lease, then Landlord may from time to time, without terminating\nthis Lease, either recover all rent as it becomes due or relet the Premises or\nany part thereof for such term or terms and at such rent and upon such other\nterms and conditions as Landlord, in its reasonable discretion, may deem\nadvisable, with the right to make alterations and repairs to the Premises.\n\n                  (e) If Landlord elects to so relet as provided in Paragraph\n                                                                    ---------\n(d) above, then rentals received by Landlord from such reletting shall be\n---\napplied: First, to the payment of any \n\n                                       57\n\n \nindebtedness other than rent due hereunder from Tenant to Landlord; second, to\nthe payment of any cost of such reletting (including, but not limited to,\nleasing commissions, tenant improvement costs, and rent concessions such as free\nrent); third, to the payment of the cost of any alterations and repairs to the\nPremises; fourth, to the payment of rent due and unpaid hereunder; and the\nremainder, if any, shall be held by Landlord and applied in payment of future\nrent as the same may become due and payable hereunder. Should that portion of\nsuch rentals received from such reletting during any month, which is applied to\nthe payment of rent hereunder, be less than the rent payable during that month\nby Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such\ndeficiency shall be calculated and paid monthly. Tenant shall also pay to\nLandlord, as soon as ascertained, any costs and expenses incurred by Landlord in\nsuch reletting or in making such alterations and repairs not covered by the\nrentals received from such reletting.\n\n                  (f) If Landlord elects to terminate this Lease as a result of\nTenant's default, on the expiration of the time stated in Landlord's notice to\nTenant given under Paragraph 22.2(a) above, this Lease and the Term hereof, as\n                   -----------------\nwell as all of the right, title and interest of Tenant hereunder, shall wholly\ncease and expire and become void in the same manner and with the same force and\neffect (except as to Tenant's liability) as if the date fixed in such notice\nwere the date herein specified for expiration of the term of this Lease.\nThereupon, Tenant shall immediately quit and surrender to Landlord the Premises,\nand Landlord may enter into and repossess the Premises by summary proceedings,\ndetainer, ejectment or otherwise, and remove all occupants thereof and, at\nLandlord's option, any property thereon without being liable for any damages\ntherefor.\n\n         21.3 Re-Entry Not Termination. No re-entry or taking possession of the\n              ------------------------\nPremises by Landlord pursuant to this Article 22 shall be construed as an\n                                      ----------\nelection to terminate this Lease unless a written notice of such intention be\ngiven to Tenant or unless the termination thereof be decreed by a court of\ncompetent jurisdiction. Notwithstanding any reletting without termination by\nLandlord because of any default of Tenant, Landlord may at any time after such\nreletting elect to terminate this Lease for any such default.\n\n         21.4 Right of Landlord to Injunction; Cumulative Remedies. In the event\n              ----------------------------------------------------\nof a breach by Tenant of any of the agreements, conditions, covenants or terms\nhereof, Landlord shall have the right of injunction to restrain the same and the\nright to invoke any remedy allowed by law or in equity whether or not other\nremedies, indemnity or reimbursements are herein provided. The rights and\nremedies given to Landlord in this Lease are distinct, separate and cumulative\nremedies, and no one of them, whether or not exercised by Landlord, shall be\ndeemed to be in exclusion of any of the others.\n\n                                       58\n\n \n         21.5 Definition of Tenant. As used in this Article 22 and in Article\n              --------------------                  ----------        -------\n24, the term \"Tenant\" shall be deemed to include all persons or entities named\n--\nas Tenant under this Lease, or each and every one of them, jointly and\nseverally. If any of the obligations of Tenant hereunder is guaranteed by\nanother person or entity, the term \"Tenant\" shall be deemed to include all of\nsuch guarantors and any one or more of such guarantors. If this Lease has been\nassigned, the term \"Tenant,\" as used in this Article 22 and in Article 23 shall\n                                             ----------        ----------\nbe deemed to include both the assignee and the assignor.\n\n         21.6 Defaults by Landlord. Landlord shall be in default in the\n              --------------------\nperformance of any material obligation required to be performed by Landlord\nunder this Lease if Landlord has failed to perform such material obligation,\nsubject to force majeure events, within thirty (30) days after the receipt of\n           ----- -------\nnotice thereof from Tenant (or, in the case of a failure by Landlord to provide\nthe services described in Article 7, within fifteen (15) days after the receipt\n                          ---------\nof the notice thereof from Tenant); provided, however that if the nature of such\nmaterial default is such that the same cannot reasonably be cured within such\nthirty (30) day period (or 15 day period, as the case may be), Landlord shall\nnot be deemed to be in default if Landlord shall within such period commence\nsuch cure and thereafter diligently prosecute the same to completion. Upon any\nsuch material default by Landlord (\"Landlord Default\"), Tenant may exercise any\nof its rights provided at law or in equity (including without limitation any\nright to terminate this Lease) but nothing herein shall be deemed to give Tenant\nthe right to offset against rent or other sums due pursuant to this Lease,\nexcept as otherwise expressly set forth herein.\n\n22.      Bankruptcy.\n         ----------\n\n         If, at any time prior to the Commencement Date, any action is taken by\nor against Tenant (and not dismissed within ninety (90) days) in any court\npursuant to any statute pertaining to bankruptcy or insolvency or the\nreorganization of Tenant, Tenant makes any general assignment for the benefit of\ncreditors, a trustee or receiver is appointed to take possession of\nsubstantially all of Tenant's assets or of Tenant's interest in this Lease, or\nthere is an attachment (not dismissed within sixty (60) days), execution or\nother judicial seizure of substantially all of Tenant's assets or of Tenant's\ninterest in this Lease, then this Lease shall ipso facto be canceled and\n                                              ---- -----\nterminated and of no further force or effect. In such event, neither Tenant nor\nany person claiming through or under Tenant or by virtue of any statute or of\nany order of any court shall be entitled to possession of the Premises or any\ninterest in this Lease and Landlord shall, in addition to any other rights and\nremedies under this Lease, be entitled to retain any rent, Security Deposit or\nother monies received by Landlord from Tenant as liquidated damages.\n\n23.      Interest on Tenant's Obligations; Late Charges.\n         ----------------------------------------------\n\n                                       59\n\n \n         23.1 Interest. Any amount due from Tenant to Landlord which is not paid\n              --------\nwhen due shall bear interest at the lesser of two percent (2%) in excess of the\nReference Rate or the maximum rate per annum which Landlord is permitted by law\nto charge, from the day after the date such payment is due until paid, but the\npayment of such interest shall not excuse or cure any default by Tenant under\nthis Lease.\n\n         23.2 Late Charge. In the event Tenant is more than five (5) days late\n              -----------\nin paying any amount of rent due under this Lease, Tenant shall pay Landlord a\nlate charge equal to three percent (3%)of each delinquent amount of rent and any\nsubsequent delinquent amount of rent; provided, however, that such late charge\nshall not be payable with respect to the first two (2) late payments of rent in\neach of the first two (2) Lease Years of the Term unless Tenant fails to pay the\ndelinquent amount of rent within five (5) days after notice of such delinquency\nby Landlord. Notwithstanding the previous sentence, no late charge shall be\npayable by Tenant with respect to any delinquent payment of rent which is late\nas a result of Landlord's failure to notify Tenant of a new address for the\npayment of rent at least five (5) days prior to the date on which such payment\nof rent was due. The parties agree that the amount of the late charge set forth\nin the first sentence of this Section 24.2 represents a reasonable estimate of\n                              ------------\nthe cost and expense that would be incurred by Landlord in processing each\ndelinquent payment of rent by Tenant and that such late charge shall be paid to\nLandlord as liquidated damages for each delinquent payment pursuant to Section\n1671 of the California Civil Code, but the payment of such late charge shall not\nexcuse or cure any default by Tenant under this Lease. The parties further agree\nthat the payment of late charges and the payment of interest provided for in\nSection 24.1 are distinct and separate from one another in that the payment of\n------------\ninterest is to compensate Landlord for the use of Landlord's money by Tenant,\nwhile the payment of a late charge is to compensate Landlord for the additional\nadministrative expense incurred by Landlord in handling and processing\ndelinquent payments, but excluding attorneys' fees and costs incurred with\nrespect to such delinquent payments.\n\n24.      Quiet Enjoyment.\n         ---------------\n\n         Tenant, upon the paying of all rent hereunder and performing each of\nthe covenants, agreements and conditions of this Lease required to be performed\nby Tenant, shall lawfully and quietly hold, occupy and enjoy the Premises during\nthe Term without hindrance or molestation of anyone lawfully claiming by,\nthrough or under Landlord, subject, however, to the provisions of this Lease and\nsubject to any Underlying Mortgage (to the extent this Lease is subordinate\nthereto, and subject to the terms of any non-disturbance agreement by the holder\nof such Underlying Mortgage in favor of Tenant).\n\n25.      Rentable Area.\n         -------------\n\n                                       60\n\n \n         25.1 Computation of Rentable Area. For all purposes under this Lease,\n              ----------------------------\nthe Rentable Area of the Project or any portion thereof (including without\nlimitation the Premises) shall be determined by Landlord in accordance with the\nstandard method for measuring floor area in office buildings established by the\nBuilding Owners and Managers Association in American National Standard ANSI\nZ65.1-1980 (reaffirmed 1996).\n\n         25.2 Building Common Areas. All enclosed floor areas in the Building\n              ---------------------\nhave been constructed for the benefit of Tenant and the other tenants in the\nBuilding. All tenants in the Building must equitably share the cost of those\nareas in the Building which contribute to the access, comfort, use and enjoyment\nof the premises of each tenant, and for that purpose, each tenant in the\nBuilding, including Tenant, shall bear its \"proportionate share of the Building\nCommon Areas,\" as defined herein. \"Building Common Areas\" is defined as the\nmechanical areas in the sub-basement and basement, fire response room,\nmechanical penthouse, telephone closets, electrical closets, common toilet areas\nthroughout the Building (which are not part of the premises of any tenant),\njanitor's toilet area in the basement, elevator lobbies (which are not part of\nthe premises of any tenant) and ground floor lobbies in the Building.\nNotwithstanding the foregoing, it is specifically agreed that the restrooms and\ncorridor area on any multi-tenant floor shall not be part of the Building Common\nAreas and shall be allocated solely to the tenants on said multi-tenant floor.\nTenant's \"proportionate share of the Building Common Areas\" shall be determined\nby multiplying the total square footage of the Building Common Areas by a\nfraction, the numerator of which is the number of square feet of Rentable Area\nin Tenant's Premises and the denominator of which is the total number of square\nfeet of Rentable Area in the Building.\n\n         25.3 Premises and Project Rentable Area. The total Rentable Area of the\n              ----------------------------------\nPremises is estimated to be 86,408 square feet. The total Rentable Area of\noffice space in the Project is estimated to be 109,861 square feet. The final\nnumbers shall be determined by Landlord's interior surveyors promptly following\nthe Commencement Date, at which time Landlord shall provide written notice\nthereof to Tenant, accompanied by reasonable written back-up material. If Tenant\nobjects to any aspect of such determination, Tenant must deliver written notice\nthereof with fifteen days following receipt of such notice, and any error shall\nbe corrected as mutually agreed by the parties. The final amount of Rentable\nArea for the Premises shall be the \"numerator\" and the final amount of Rentable\nArea of office space in the Project shall be the \"denominator\" for purposes of\nSection 5.1 above with respect to the determination of Tenant's pro rata share\nof Operating Expenses and Real Estate Taxes.\n\n26.  Examination of Lease.\n     --------------------\n\n     The submission of this instrument for examination or signature by Tenant,\nTenant's agents or attorneys, does not \n\n                                       61\n\n \nconstitute a reservation of, or an option to lease, and this instrument shall\nnot be effective or binding as a lease or otherwise until its execution and\ndelivery by both Landlord and Tenant.\n\n27.      Rules and Regulations.\n         ---------------------\n\n         The Rules and Regulations for the Building and Project and the Parking\nGarage Rules and Regulations attached hereto as Exhibits \"H\" and \"I\",\n                                                ------------     ---\nrespectively, are hereby incorporated herein and made a part of this Lease.\nTenant agrees to abide by and comply with each and every one of said rules and\nregulations and any amendments, modifications and\/or additions thereto as may\nhereafter be adopted by Landlord for the safety, care, security, good order and\ncleanliness of the Premises, the Building, the Parking Garage and the Project.\nLandlord shall use its reasonable best efforts to enforce the Rules and\nRegulations in a non-discriminatory manner; provided Landlord shall not be\nliable to Tenant for any violation of any of the said rules and regulations by\nany other tenant, contractor or invitee or for the failure of Landlord to\nenforce any of the Rules and Regulations. Notwithstanding anything above to the\ncontrary, Landlord agrees that (i) the Rules and Regulations shall not be\namended or modified in a way that unreasonably and adversely affects Tenant's\ncommercially reasonable use of the Premises as a business office and (ii) that\nin the event of any inconsistency between the Rules and Regulations and a\nprovision of this Lease, the provisions of this Lease shall control. Other rules\nand regulations promulgated by Landlord under this Lease and changes to the\nRules and Regulations and the Parking Rules and Regulations shall be subject to\nthe following (the \"Rules Requirements\"): (a) they shall be effective after\ntwenty (20) days prior notice to Tenant, (b) they shall not discriminate against\nTenant, and (c) they shall not unreasonably and adversely affect Tenant's use of\nthe Premises.\n\n28.      No Directory Board; Signage; Project Identity\n         ---------------------------------------------\n\n         28.1  Directory Board.  The Building shall not have a directory board.\n               ---------------\n\n         28.2  Signage; Project Identity. Tenant shall be permitted to install\n               -------------------------              \nappropriate signage containing Tenant's name and\/or logo on the wall immediately\nadjacent to entrance doors to the Premises within the floors of the Premises,\nand, provided that at all times Tenant leases all of the Rentable Area on\nindividual floors of the Premises, on the walls of the elevator lobbies on each\nfloor of the Premises leased solely by Tenant. Tenant shall also have the right\nto reasonable exterior identification signage at the entrance to the Building\n(with the exclusive right to have such identification signage on the exterior of\nthe Building) and directional signage at the entrance to the Garage, to the\nparking levels in the Building and other entrances to the Project, but not the\nProject as a whole. Any such signage will be designed and constructed in a\nmanner compatible with Building standard \n\n                                       62\n\n \nsignage and graphics criteria and shall be subject to Landlord's prior approval,\nwhich approval shall not be unreasonably withheld or delayed. Tenant shall be\nsolely responsible for obtaining any governmental permits and approvals required\nfor any of Tenant's signage (including without limitation, approvals from the\nCity of Beverly Hills). If, at any time, Tenant does not lease all of the\nRentable Area on any floor of the Premises hereunder, Tenant's rights under this\nSection 29.2 to install and maintain signage on the walls of the elevator\n------------\nlobbies within such floor shall thereupon terminate, and Tenant shall promptly\nremove all such signage and repair and restore the walls to their prior\ncondition, at Tenant's expense. Similarly, if Tenant exercises its First Floor\nCancellation Option pursuant to Section 3.5 above, Tenant shall share the\nsignage described in the second sentence of this Section 29.2 (except for\nTenant's identification signage at the entrance to the Building) with any\nsubsequent first floor tenant of the Building on a reasonable basis taking into\naccount the relative square footage leased by the parties. Landlord, at\nLandlord's sole and absolute discretion, may designate a name for the Project\n(the \"Project Name\"), which Project Name may be changed from time to time by\nLandlord. Tenant shall not have any intellectual property rights in or to the\nProject Name.\n\n29.      Fair Market Rental Rate Arbitration; Definition.\n         -----------------------------------------------\n\n         29.1 Arbitration of Rate. If Tenant objects to the Fair Market Rental\n              -------------------\nRate as defined in Section 30.2 determined by Landlord for the Renewal Term as\n                   ------------\nprovided in Section 3.4(a)(3)(B), then the Fair Market Rental Rate shall be\n            --------------------\ndetermined pursuant to the following procedure. Within thirty (30) days after\ndelivery of Tenant's Disputed Renewal Notice, Landlord and Tenant shall each, by\nwritten notice to the other, appoint an appraiser. If either party fails to\nappoint an appraiser within the required time period, then the appraiser\nappointed by the other party shall be the sole appraiser for the purpose of\ndetermining the Fair Market Rental Rate and shall deliver a written\ndetermination thereof within sixty (60) days. If both parties timely appoint\nappraisers, then within thirty days after the appointment of the second\nappraiser, the two appraisers shall mutually agree upon a third appraiser to\nparticipate in the determination of Fair Market Rental Rate. All appraisers\nappointed hereunder shall be members of the American Institute of Real Estate\nAppraisers (or any successor organization thereof) and shall have had at least\nfive years of recent experience in appraising office space in the Beverly Hills\nmarket. If the two appraisers appointed by Landlord and Tenant fail to timely\nagree upon a third appraiser, then a petition may be made by either Landlord or\nTenant to the presiding judge of the Superior Court for the County of Los\nAngeles for such selection. Within sixty (60) days after the appointment of the\nthird appraiser, each appraiser shall deliver to both Landlord and Tenant a\nwritten appraisal setting forth his or her determination of the Fair Market\nRental Rate. The average of the three appraisals shall be the final Fair Market\nRental Rate. \n\n                                       63\n\n \nLandlord and Tenant shall each separately bear the fees of the\nappraiser whom they appoint and shall divide equally the fees of the third\nappraiser.\n\n         29.2 Fair Market Rental Rate. The phrase \"Fair Market Rental Rate\" as\n              -----------------------\nused in Sections 3.4 and 30.1 shall mean the fair market value annual rental\n        ---------------------\nrate for which Landlord, at or about the time that such Fair Market Rental Rate\nis deemed to take effect, has entered into a lease or leases (excluding any\nsubleases by any tenant, including Tenant, in the Project) with a tenant or\ntenants for any general office use of comparable space in the Project (without\nextenuating circumstances, such as the fact that a tenant is exercising a\nrenewal option), or if any such lease transaction is not available for purposes\nof comparison, which Landlord, or other landlords leasing space of comparable\ntype, size, quality and floor height in the highest category of premiere,\nfirst-class office building projects comparably located would obtain from any\nprospective tenant for any general office use of such space. The Fair Market\nRental Rate shall take into account the value of any rent or equivalent economic\nconcessions (\"Concessions\") then usually and customarily given in connection\nwith the leasing of such comparable space in the Building or the Project, as the\ncase may be for a comparable lease term including, for illustrative purposes\nonly and not necessarily for purposes of designating necessary Concessions to\ntake into account unless such Concessions are then actually being given, such\nitems as tenant improvements, tenant improvement allowances, free rent\n(including initial build-out periods granted to tenants without charge), a\nmaximum or minimum amount limitation on the annual rent, and the level of any\nescalation base or \"stop\" for such comparable space, and saved brokerage\ncommission obligations. The Fair Market Rental Rate shall also take into account\nthe manner in which Rentable Area and Usable Area are computed and, to the\nextent applicable, that (i) a tenant may lease the Premises on an \"as-is\" basis\nwithout Landlord granting Concessions such as tenant improvement allowances;\n(ii) the Premises, in their then existing condition, may be partially suitable\nto a tenant, without the necessity of additional improvements or the granting of\nany Concessions such as tenant improvement allowances; (iii) the Premises, in\ntheir then existing condition, may exceed the quality of available space in the\nmarketplace for the operation of a tenant's business, and (iv) the improvements\nin the Premises, in their then existing condition, may need to be demolished and\nrebuilt to be suitable for use by a tenant. For purposes of this Section 30.2,\n                                                                 ------------\non a renewal of the Term hereof, all of the Premises shall be deemed to be\nsatisfactory to Tenant and suitable for the conduct of Tenant's business, except\nto the extent such space may need to be refurbished. Solely as an example to\nillustrate the operation of this Section 30.2, if comparable leases in the\nBuilding or in comparable buildings for similar space, lease space to a tenant\nfor $50.00 annual gross rent per square foot of Rentable Area, with a $10.00 tax\nand operating expense base amount per square foot of Rentable Area, give four\n(4) months free rent, a three (3) month build-out period prior to the \n\n                                       64\n\n \noccupancy of such space, and an allowance of $10.00 per square foot of Usable\nArea for tenant improvements, and require the landlord to take over the tenant's\nobligations under its former lease, the Fair Market Rental Rate shall not be\n$50.00 annual gross rent per square foot of Rentable Area only, but shall be a\nnet effective rent which, after taking into account any of such Concessions to\nwhich Tenant is entitled under this Lease, shall account for the value of the\n$10.00 tax and operating expense base amount per square foot of Rentable Area,\nthe four (4) months free rent, the three (3) month build-out period prior to the\noccupancy of such space, the allowance of $10.00 per square foot of Usable Area\nfor tenant improvements and the lease takeover obligation (i.e., the actual cost\nto a landlord of assuming such lease takeover obligation, after taking into\naccount any reduction in the obligation, such as rent received from subleasing\nsuch space).\n\n30.      Covenant Against Liens.\n         ----------------------\n\n         Tenant has no authority or power to cause or permit any lien or\nencumbrance of any kind whatsoever, whether created by act of Tenant, operation\nof law or otherwise, to attach to or be placed upon the Project or Premises, and\nany and all liens and encumbrances created by Tenant shall attach to Tenant's\ninterest only. Landlord shall have the right at all times to post and keep\nposted on the Premises any notice which it deems necessary for protection from\nsuch liens. Tenant covenants and agrees not to suffer or permit any lien of\nmechanics or materialmen or others to be placed against the Project, the\nBuilding or the Premises, or any portion thereof, with respect to work or\nservices claimed to have been performed for or materials claimed to have been\nfurnished to Tenant or the Premises (including, without limitation, in\nconnection with any Alterations) and, in case of any such lien attaching or\nnotice of any lien, Tenant covenants and agrees to cause it to be released and\nremoved of record, or bonded over, within ten (10) days. Notwithstanding\nanything to the contrary set forth in this Lease, in the event that such lien is\nnot released and removed, or bonded over, within ten (10) days after notice of\nsuch lien is delivered by Landlord to Tenant, Landlord may, without waiving its\nrights and remedies based upon such breach by Tenant and without releasing\nTenant from any of its obligations, immediately take all action necessary to\nrelease and remove such lien, without any duty to investigate the validity\nthereof, and all sums, costs and expenses, including reasonable attorneys' fees\nand costs, incurred by Landlord in connection with such lien shall be deemed\nAdditional Rent under this Lease and shall immediately be due and payable by\nTenant. Notwithstanding the foregoing, if Tenant has made payment to Landlord\nfor the cost of any Tenant Alterations or portion thereof, and Landlord fails to\nforward such payment to a contractor or subcontractor, Landlord shall be solely\nresponsible for a mechanics' lien filed as a result of such nonpayment.\n\n31.      Consents; Good Faith.\n         --------------------\n\n                                       65\n\n \n         31.1 Consents. Any time this Lease requires a consent or approval of\n              --------\nLandlord or Tenant, such consent or approval shall not be unreasonably withheld\nor delayed; provided, however, that nothing in this Section 32.1 shall require\n                                                    ------------\nLandlord to consent to (i) any use of the Premises for purposes other than those\ndescribed in Article 2, (ii) any Tenant Alterations which would adversely affect\n             ---------\nthe Building Systems or Service Facilities, or unreasonably affect the exterior\nappearance of the Building, or (iii) any proposed assignment of or subletting\nunder this Lease to which Landlord is not otherwise required to consent under\nArticle 14.\n----------\n\n         31.2 Good Faith. Whenever this Lease grants Landlord or Tenant a right\n              ----------\nto take action, exercise discretion, or make an allocation, judgment or other\ndetermination (collectively, an \"Act\"), Landlord or Tenant shall act reasonably\nand in good faith (meaning that no action will be taken which would materially\ncontravene the reasonable expectations of a sophisticated landlord operating the\nhighest category of premiere, first-class office building and a sophisticated\ntenant in the highest category of premiere, first-class office buildings\nconcerning the benefits, rights and obligations under this Lease but not\ncontravening the plain and clear intent of the specific language of this Lease\ngoverning the specific issue in question), provided, however, that:\n\n                  (a) Wherever this Lease elsewhere provides another standard\nwhich specifically defines or limits Landlord's or Tenant's discretion with\nrespect to any Act, such other standard and not this Section 32.2 shall then\n                                                     ------------   \ncontrol as to such Act;\n\n                  (b) Except for an obligation to act in good faith, this\nSection 32.2 shall not apply to (i) an election by Landlord to terminate the\n------------\nLease under Sections 12.2, 12.3 or 13.1; or (ii) an election by Landlord under\n            ---------------------------\nSection 33.2 to cure any default of Tenant hereunder;\n------------\n\n                  (c) This Section 32.2 shall not apply to an Act taken by\n                           ------------\nLandlord pursuant to Article 22 of the Lease; and\n                     ----------\n\n                  (d) Nothing contained in this Section 32.2 shall be deemed to\n                                                ------------\nlimit the discretion of Landlord or Tenant with respect to any matter\n(including, without limitation, a proposal to amend or otherwise modify the\nLease) which is not otherwise within the contemplation of the Lease.\n\n32.      General Provisions.\n         ------------------\n\n         32.1 No Waiver. The waiver by Landlord of any breach of any term,\n              ---------\ncovenant or condition herein contained shall not be deemed to be a waiver of any\nsubsequent breach of the same or any other term, covenant or condition herein\ncontained, nor shall any custom or practice which may grow up between the\nparties in the administration of the terms hereof be deemed a waiver of or in\nany way affect the right of Landlord to insist upon the \n\n                                       66\n\n \nperformance by Tenant in strict accordance with said terms. The subsequent\nacceptance of rent hereunder by Landlord shall not be deemed to be a waiver of\nany preceding breach by Tenant of any term, covenant or condition of this Lease,\nother than the failure of Tenant to pay the particular rent so accepted,\nregardless of Landlord's knowledge of such preceding breach at the time of\nacceptance of such rent. No acceptance by Landlord of a lesser sum than the\nBasic Rent and Additional Rent or other sum then due shall be deemed to be other\nthan on account of the earliest installment of such rent or other amount due,\nnor shall any endorsement or statement on any check or any letter accompanying\nany check be deemed an accord and satisfaction, and Landlord may accept such\ncheck or payment without prejudice to Landlord's right to recover the balance of\nsuch installment or other amount or pursue any other remedy in this Lease\nprovided.\n\n         32.2 Landlord's Right to Perform. All covenants and agreements to be\n              ---------------------------\nperformed by Tenant under any of the terms of this Lease shall be performed by\nTenant at Tenant's sole expense and without abatement of rent, except as\notherwise expressly provided in this Lease. If Tenant shall fail to observe and\nperform any covenant, condition, provision or agreement contained in this Lease\nor shall fail to perform any other act required to be performed by Tenant,\nLandlord may, upon notice to Tenant, without obligation, and without waiving or\nreleasing Tenant from any default or obligations of Tenant, make any such\npayment or perform any such obligation on Tenant's part to be performed. All\nsums so paid by Landlord and all costs incurred by Landlord, including\nattorneys' fees, together with interest thereon in a per annum amount equal to\ntwo percent (2%) in excess of the Reference Rate but not in excess of the\nmaximum rate permitted by law, shall be payable to Landlord on demand and Tenant\ncovenants to pay any such sums, and Landlord shall have (in addition to any\nother right or remedy hereunder) the same rights and remedies in the event of\nthe non-payment thereof by Tenant as in the case of default by Tenant in the\npayment of rent.\n\n         32.3 Terms; Headings. The words \"Landlord\" and \"Tenant\" as used herein\n              ---------------\nshall include the plural, as well as the singular. The words used in neuter\ngender include the masculine and feminine and words in the masculine or feminine\ngender include the neuter. If there is more than one tenant, the obligations\nhereunder imposed upon Tenant shall be joint and several. The headings or titles\nof this Lease shall have no effect upon the construction or interpretation of\nany part hereof.\n\n         32.4 Entire Agreement. This Lease, along with any exhibits referred to\n              ----------------\nherein and attached hereto and referenced herein, or other documents expressly\nincorporated by reference herein, constitute the entire and exclusive agreement\nbetween Landlord and Tenant with respect to the Premises and the estate and\ninterest leased to Tenant hereunder. This Lease and said exhibits and other\ndocuments may be altered, amended, modified or revoked only by an instrument in\nwriting signed by both Landlord and Tenant. Landlord and Tenant hereby agree\nthat all prior or \n\n                                       67\n\n \ncontemporaneous oral understandings, agreements or negotiations relative to the\nleasing of the Premises are merged into and revoked by this instrument.\n\n         32.5 Successors and Assigns. Subject to the provisions of Article 14\n              ----------------------                               ----------\nrelating to Assignment and Sublease, this Lease is intended to and does bind the\nheirs, executors, administrators and assigns of any and all of the parties\nhereto.\n\n         32.6 Notices. Any notice, consent, approval, request, demand and other\n              -------\ncommunication (\"Notice\") which Landlord or Tenant is required or desires to\nserve upon, or deliver to, the other shall be in writing and mailed postage\nprepaid by certified or registered mail, return receipt requested, or by\npersonal delivery, to the appropriate address indicated below, or at such other\nplace or places as either Landlord or Tenant may, from time to time, designate\nin a written notice given to the other. If the term \"Tenant\" in this Lease\nrefers to more than one person or entity, Landlord shall be required to make\nservice or delivery, as aforesaid, to any one of the said persons or entities\nonly. Notices shall be deemed sufficiently served or given at the time of\npersonal delivery or three (3) days after the date of mailing thereof; provided,\nhowever, that any notice of default to Tenant under Article 22 shall be\n                                                    ----------\nhand-delivered to the Premises (without affecting the required manner of\ndelivery of any copy of any such notice of default). Any notice, request,\ncommunication or demand by Tenant to Landlord shall be addressed to Landlord at\nthe Office of the Building with a copy to Mitchell Evall, Esq., Weissmann,\nWolff, Bergman, Coleman &amp; Silverman, LLP, 9665 Wilshire Boulevard, Suite 900,\nBeverly Hills, California 90212, and, if requested in writing by the Landlord,\ngiven or served simultaneously to the Landlord's mortgagee at the address\nspecified in such request. Any notice, request, communication or demand by\nLandlord to Tenant shall be addressed to Tenant at the Premises, Attention:\nGeneral Counsel, with a copy to:\n\n         Munger, Tolles &amp; Olson, LLP\n         355 South Grand Avenue, Thirty-Fifth Floor\n         Los Angeles, California 90071-1560\n         Attention: O'Malley Miller, Esq.\n\nand a copy to Global Crossing Holdings, Ltd., at the Premises, Attention:\nGeneral Counsel. Rejection or other refusal to accept a Notice or the inability\nto deliver the same because of a changed address of which no Notice was given\nshall be deemed to be receipt of the Notice sent.\n\n         32.7 Severability. If any term or provision of this Lease, the deletion\n              ------------\nof which would not adversely affect the receipt of any material benefit by\neither party hereunder, shall be held invalid or unenforceable to any extent,\nthe remaining terms, conditions and covenants of this Lease shall not be\naffected thereby and each of said terms, covenants and conditions shall be valid\nand enforceable to the fullest extent permitted by law.\n\n                                       68\n\n \n         32.8 Time of Essence. Time is of the essence of this Lease and each\n              ---------------\nprovision hereof in which time of performance is established.\n\n         32.9 Governing Law. This Lease shall be governed by, interpreted and\n              -------------\nconstrued in accordance with the laws of the State of California.\n\n         32.10 Attorneys' Fees. If Landlord retains the services of attorneys\n               ---------------\nand successfully recovers possession of the Premises whether or not suit is\nfiled, then all such reasonable costs and expenses, including reasonable\nattorneys' fees and costs, incurred by Landlord shall be paid by Tenant. If any\naction or proceeding (including any appeal thereof) is brought by Landlord or\nTenant (whether or not such action is prosecuted to judgment) to enforce its\nrespective rights under this Lease or to enforce a judgment (\"Action\"), (1) the\nunsuccessful party therein shall pay all costs incurred by the prevailing party\ntherein, including reasonable attorneys' fees and costs to be fixed by the\ncourt, and (2) as a separate right, severable from any other rights set forth in\nthis Lease, the prevailing party therein shall be entitled to recover its\nreasonable attorneys' fees and costs incurred in enforcing any judgment against\nthe unsuccessful party therein, which right to recover post-judgment attorneys'\nfees and costs shall be included in any such judgment. The right to recover\npost-judgment attorneys' fees and costs shall (i) not be deemed waived if not\nincluded in any judgment, (ii) survive the final judgment in any Action, and\n(iii) not be deemed merged into such judgment. The rights and obligations of the\nparties under this Section 33.10 shall survive the termination of this Lease.\n                   -------------\n\n         32.11 Light and Air. Any diminution or shutting off of light, air or\n               -------------\nview by any structure which may be erected on lands adjacent to the Building or\nany other portion of the Project shall in no manner affect this Lease or impose\nany liability whatsoever on Landlord.\n\n         32.12 Execution by Corporation. The persons executing this Lease on\n               ------------------------\nbehalf of Tenant represent and warrant to Landlord that they are duly authorized\nto execute and deliver this Lease on Tenant's behalf in accordance with a duly\nadopted resolution of the board of directors of Tenant, a copy of which is to be\ndelivered to Landlord on execution hereof, and in accordance with the bylaws of\nTenant, and that this Lease is binding upon Tenant in accordance with its terms.\nThe persons executing this Lease on behalf of Landlord represent and warrant to\nTenant that they are duly authorized to execute and deliver this Lease on behalf\nof Landlord and that this Lease is binding upon Landlord in accordance with its\nterms.\n\n         32.13 Force Majeure. Neither Landlord nor Tenant shall be liable for\n               -------------\nany failure to comply or delay in complying with its obligations hereunder if\nsuch failure or delay is due to acts of God, inability to obtain labor, strikes,\nlockouts, lack of materials, governmental restrictions, enemy actions, civil\n\n                                       69\n\n \ncommotion, riots, insurrection, war, fire, earthquake, unavoidable casualty or\nother similar causes beyond such party's reasonable control (all of which events\nare herein referred to as force majeure events). It is expressly agreed that\n                          ----- -------\nLandlord shall not be obliged to settle any strike to avoid a force majeure\n                                                              ----- -------\nevent from continuing. Payment of money hereunder by one party to the other\nshall never be subject to force majeure conditions.\n                          ----- -------\n\n         32.14 Limitation on Liability. Tenant agrees that, in any action by\n               -----------------------\nTenant arising out of or relating to the performance of this Lease, Tenant will\nproceed only against the interest of Landlord, or its successors and assigns, in\nthe Project and not against any other assets of Landlord or against any partner\nin Landlord (or in any limited or general partnership to which Landlord may\nassign this Lease), or against any of such partner's directors, officers,\nemployees, agents, shareholders, partners or affiliates.\n\n         32.15 Development of Project. Landlord shall have sole and absolute\n               ----------------------\ndiscretion in the present and future development of the Project and the leasing\nof any space to any tenants, subject to all of the other terms of this Lease.\nTenant has not relied, and shall not rely, on any proposed or potential\ndevelopment of the Project or any portion thereof, or any other area, and Tenant\nacknowledges that Landlord has no obligation to lease, market or develop the\nProject in any manner or to any degree. Landlord has no obligation, nor has\nLandlord represented that (a) any facilities or amenities in or about the\nProject will be any different than as specifically identified in this Lease; (b)\nLandlord will develop, expand or complete the Project in any particular way or\nto any particular degree; (c) any occupancy levels in the Project, or in\nportions thereof, will be reached; or (d) only certain kinds of tenants will\noccupy any portion of the Project. Tenant therefore accepts the Project in its\ncurrent condition, subject only to the specific express obligations of Landlord\nto repair and maintain the Project as may be provided in this Lease.\n\n33.      Arbitration.\n         -----------\n\n                  (a) Whenever in this Lease it is provided that a dispute shall\nbe resolved by arbitration, the arbitration shall be conducted in Los Angeles\nCounty, California, as provided in this Article 34. The party desiring such\n                                        ----------\narbitration shall give written notice thereof to the other specifying the\ndispute to be arbitrated. Within ten (10) days after the date on which the\narbitration procedure is invoked as provided in this Lease, each party shall\nappoint an experienced arbitrator and notify the other party of the arbitrator's\nname and address. For purposes of this Article 34 an \"experienced arbitrator\"\n                                       ----------\nshall be a licensed lawyer actively engaged in the full-time practice of law in\nthe County of Los Angeles for a continuous period, immediately preceding the\ndate on which the arbitration procedure is invoked, of not less than ten (10)\nyears, but who has at no time ever \n\n                                       70\n\n \nrepresented or acted on behalf of any of the parties. The party who selects the\nexperienced arbitrator may not consult with such experienced arbitrator,\ndirectly or indirectly, to determine such experienced arbitrator's position on\nthe issue which is the subject of the dispute. If any party fails to so appoint\nan experienced arbitrator and notify the other party of such arbitrator's name\nand address, an arbitrator shall be appointed pursuant to the same procedure\nthat is followed when agreement cannot be reached as to the third arbitrator.\nWithin ten (10) days after the appointment of the second experienced arbitrator\nand notice to the other party of such arbitrator's name and address, the two\narbitrators so appointed shall appoint a third experienced arbitrator who shall\nnotify both parties of the third arbitrator's name and address. If the three\narbitrators to be so appointed are not appointed within thirty (30) days after\nthe date the arbitration procedure is invoked as provided in this Lease, then\nthe arbitrator or arbitrators, if any, who have been selected shall proceed to\ncarry out the arbitration. The arbitrator or arbitrators so selected shall\nfurnish Landlord and Tenant with a written decision within thirty (30) days\nafter the date of selection of the last of the arbitrators to be so selected.\nAny decision so submitted shall be signed by a majority of the arbitrators, if\nmore than two have been selected. If only two arbitrators have been selected and\nthey are unable to agree, then either Landlord or Tenant shall be entitled to\napply to the presiding judge of the Superior Court of the County of Los Angeles,\nCalifornia for the selection of a third arbitrator who shall select from a list\nof names of experienced arbitrators submitted by Landlord or from a list of\nnames submitted by Tenant, as the case may be, unless both Landlord and Tenant\nsubmit lists of names, in which case the Court, in it sole discretion, shall\nselect the third arbitrator from the lists. In the event of any subsequent\nvacancies or inabilities to perform among the arbitrators appointed, the\narbitrator or arbitrators involved shall be replaced in accordance with the\nprovisions of this Article 34 as if such replacement was an initial appointment\n                   ----------\nto be made under this Article 34 within the time constraints set forth in this\n                      ----------\nArticle 34, measured from the date of notice of such vacancy or inability to the\n----------\nperson or persons required to make such appointment, with all the attendant\nconsequences of failure to act timely if such appointment person is a party\nhereto. In designating arbitrators and in deciding the dispute, the arbitrators\nshall utilize their utmost skill and act diligently in accordance with the\nCommercial Rules of Arbitration then in force of the American Arbitration\nAssociation, subject, however, to such limitations as may be placed upon them by\nthe provisions of this Lease.\n\n                  (b) The arbitrators appointed pursuant to this Article 34\n                                                                 ----------\nshall (i) enforce and interpret the rights and obligations set forth in the\nLease to the extent not prohibited by law, (ii) fix and establish any and all\nrules as it shall consider appropriate in its sole and absolute discretion to\ngovern the proceedings before it, including any and all rules of discovery,\nprocedure and\/or evidence, and (iii) make and issue \n\n                                       71\n\n \nany and all orders, final or otherwise, and any and all awards, as a court of\ncompetent jurisdiction sitting at law or in equity could make and issue and as\nit shall consider appropriate in its sole and absolute discretion, including the\nawarding of monetary damages (but shall not award consequential damages or\npunitive damages to either party), and the awarding of reasonable attorneys'\nfees and costs to the prevailing party as determined by the arbitrators in their\nsole discretion, and the issuance of injunctive relief. If the party against\nwhom the award is issued complies with the award within the time period\nestablished by the arbitrators, then no default will be deemed to have occurred,\nunless the default pertained to the non-payment of money by either party, and\nsuch party failed to make such payment under protest within the time period\nrequired by this Lease.\n\n                  (c) The decision of the arbitrators shall be final and\nbinding, may be confirmed and entered by any court of competent jurisdiction at\nthe request of any party and may not be appealed to any court of competent\njurisdiction or otherwise except upon a claim of fraud on the part of the\narbitrators, or on the basis of a mistake as to the applicable law. The\narbitrators shall retain jurisdiction over any dispute until its award has been\nimplemented, and judgment on any such award may be entered in any court having\nappropriate jurisdiction.\n\n                  (d) The obligation of Landlord and Tenant to submit a dispute\nto arbitration is limited to disputes arising under those articles of this Lease\nwhich specifically provide for arbitration. Neither party shall be in default\nhereunder with respect to any provision hereof during the time period commencing\nas of the initial notice of desire to arbitrate and ending on the date of\nresolution by the arbitrators; provided, however, that during said period each\nparty shall continue to make all payments of money required by this Lease and\nshall otherwise perform all duties and obligations required to be performed by\nsuch party under this Lease and, with respect to the issue under arbitration,\nshall maintain the status quo.\n\n34.      Guaranty.\n         --------\n\n         Concurrently with the execution of this Lease by Tenant, and as a\ncondition precedent to its effectiveness, Tenant shall deliver to Landlord a\nGuaranty of Lease in the form of Exhibit J attached hereto, executed by Global\nCrossing Holdings, Ltd., a Bermuda corporation.\n\n35.      No Brokers.\n         ----------\n\n         Landlord and Tenant each hereby represent and warrant to the other, and\nshall indemnify and defend the other for any breach hereof by such warranting\nparty, that no brokers' or finders' fees or commissions will be owed arising out\nof the entering into of this Lease as a result of the warranting party's actions\nor inactions.\n\n                                       72\n\n \n36.      Gym and Cafeteria.\n         -----------------\n\n         Tenant acknowledges that Landlord intends to operate in the Building a\ngym and cafeteria for the benefit of the Project, including the Premises. Such\ngym and cafeteria shall be operated in a first-class manner with a quality of\noperations commensurate with gyms and cafeterias, respectively, in the highest\ncategory of premiere, first-class office building projects in the Golden\nTriangle area and on Maple Drive in Beverly Hills, California. Without\nderogating from the foregoing, with Landlord shall maintain the highest\nstandards of cleanliness with respect to comparable facilities in comparable\nbuildings. Both Landlord and Tenant acknowledge that the cafeteria is an amenity\nfor the Project which is not intended to be a profit center. The cost of food at\nthe cafeteria shall be at reasonable market prices in comparison to comparable\nfacilities in comparable buildings. Landlord shall pay the costs of initial\nbuildout of the gym and cafeteria, subject to reimbursement as set forth herein.\nTenant agrees that Tenant shall be responsible to reimburse Landlord for the\nentire cost of operation of such gym and cafeteria (including (A) Basic Rent in\nthe amounts of $2.00 per square foot, which $2.00 shall be increased during the\nTerm in accordance with the CPI adjustments to Basic Rent made pursuant to\nSection 4.5 hereof, and (B) Landlord's total costs of the initial buildout of\nthe cafeteria and gym (less an allowance of $20 per square foot), which buildout\ncosts shall be amortized on a straight line basis over ten years). Such costs\nshall be paid within fifteen (15) days after receipt of Landlord's invoice.\nNotwithstanding the foregoing, in the event that Tenant exercises its First\nFloor Cancellation Option pursuant to Section 3.5 above, following the earlier\nto occur of (i) Landlord's execution of a lease with a new tenant for the first\nfloor of the Building or (ii) twelve (12) months after possession of the First\nFloor is returned to Landlord pursuant to Section 3.5, Tenant shall only be\nresponsible for its pro rata share of the costs of such gym and cafeteria\n(including the aforementioned amortization of the buildout costs) (based on the\nratio of the square footage of Rentable Area in the remaining Premises to the\nsquare footage of Rentable Area of office space in the Building), and Landlord\nor the first floor occupant shall be responsible for the remaining costs.\n\n37.      Storage Space; Equipment Room.\n         -----------------------------\n\n         In the event that Landlord wishes to enter into a lease for all or any\nportion of the Storage Space and\/or Equipment Rooms on levels B-1 and B-2 of the\nBuilding (the \"Storage Space\"), Landlord shall deliver to Tenant written notice\nof Landlord's desire to enter into such a lease (the \"Landlord's Storage Space\nNotice\"). Within twenty (20) days of Tenant's receipt of the Landlord's Storage\nSpace Notice, Tenant shall deliver to Landlord a written notice (the \"Tenant's\nStorage Space Notice\") setting forth Tenant's election to lease (or not to\nlease) all or any portion of the Storage Space. In the event that Tenant fails\nto timely elect (through the timely delivery of the Tenant's Storage \n\n                                       73\n\n \nSpace Notice so stating) to lease all or a portion of the Storage Space, then,\nfor a period of ninety (90) days thereafter, Landlord may enter into a lease for\nall or any portion of the Storage Space with any third party on any terms and\nconditions. With respect to any portion of the Storage Space which Landlord does\nnot lease to a third party within such 90-day period, the provisions of this\nArticle 38 shall thereafter apply again to any future leasing of such space.\nShould Tenant timely notify Landlord within the Tenant's Storage Space Notice\nthat Tenant wishes to lease all or a portion of the Storage Space, then this\nLease shall be amended to include within the definition of Premises the\nappropriate portion of the Storage Space. The initial base rental rate for the\nStorage Space shall be $1.00 per square foot per month, as such sum may be\nincreased from and after the first anniversary of the Commencement Date in\naccordance with the CPI mechanism set forth in Paragraph 4.5 above (as\nincreased, the \"Storage Space Rent\"). Tenant's obligation to promptly pay the\nStorage Space Rent shall be deemed rent for all purposes under this Lease.\n\n         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of\nthe date set forth in the first paragraph above.\n\n                  LANDLORD:\n\n                  NORTH CRESCENT REALTY V, LLC,\n                  a Delaware limited liability company\n\n                  By:\n\n\n                           By: _____________________________\n                           Name: ___________________________\n                           Title: __________________________\n\n\n                  TENANT:\n\n                  GLOBAL CROSSING DEVELOPMENT COMPANY,\n                  a Delaware corporation\n\n                  By: ___________________________\n                  Name: _________________________\n                  Title: ________________________\n\n                                       74\n\n \n                                   Exhibit A\n                            Description of Premises\n                            -----------------------\n\n\n   North Crescent Realty V, LLC\n   The Plaza\n   Rentable Square Feet\n   Building B\n\n                                                       Rentable\n                                                      Square Feet  \n                                                      ----------- \n\n   B-1 Level                                            16,081.1\n                                                                \n                                                                \n   Floor 1                                              24,006.1\n   Floor 2                                              24,012.6 \n   Floor 3                                              22,308.3    \n                                                      ----------- \n\n   Rented to Global Crossing                            86,408.1    \n                                                      =========== \n\n \n                                   Exhibit B\n\n                                  DESCRIPTION\n\n\n\nPARCEL 1:\n\nLOTS 21, 22, 23 AND 24 OF BLOCK 5 OF BEVERLY, IN THE CITY OF BEVERLY HILLS,\nCOUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE\n94 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.\n\nPARCEL 2:\n\nLOT 3 IN BLOCK 16 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS\nANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF MAPS, IN\nTHE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.\n\nEXCEPT THE SOUTHEASTERLY 20 FEET OF SAID LOT.\n\nPARCEL 3:\n\nLOTS 1 AND 2 OF BLOCK 16 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS\nANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF MAPS, IN\nTHE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.\n\nEXCEPT FROM THE SOUTHEASTERLY 20 FEET OF SAID LOT 2, ANY INTEREST IN AND TO ALL\nOIL, GAS AND OTHER MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE\nTHEREOF, WITHOUT, HOWEVER, THE RIGHT OF SURFACE ENTRY, EXCEPTED BY THE CITY OF\nBEVERLY HILLS, A MUNICIPAL CORPORATION, IN QUITCLAIM DEED RECORDED NOVEMBER 7,\n1967, AS INSTRUMENT NO. 114, OFFICIAL RECORDS.\n\nPARCEL 4:\n\nLOTS 23 AND 24 OF BLOCK 16 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF\nLOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE 62 OF\nMAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.\n\nEXCEPT FROM THE SOUTHEASTERLY 20 FEET OF SAID LOT 23, ANY INTEREST IN AND TO ALL\nOIL, GAS AND OTHER MINERALS LYING BELOW A DEPTH OF 500 FEET AND FROM THE SURFACE\nTHEREOF, WITHOUT, HOWEVER, THE RIGHT OF SURFACE ENTRY, EXCEPTED BY THE CITY OF\nBEVERLY HILLS, A MUNICIPAL CORPORATION, IN QUITCLAIM DEED RECORDED NOVEMBER 7,\n1967, AS INSTRUMENT NO. 114, OFFICIAL RECORDS.\n\nPARCEL 5:\n\nTHE NORTHWESTERLY 80 FEET OF THAT CERTAIN 20 FOOT ALLEY ADJOINING LOT 1 AND 2 OF\nBLOCK 16 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS ANGELES, STATE\nOF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF MAPS, IN THE OFFICE OF\nTHE COUNTY RECORDER OF SAID COUNTY, ON THE NORTHEAST, VACATED IN ORDINANCE NO.\n1037, ADOPTED BY THE CITY OF BEVERLY HILLS ON JULY 22, 1958, VACATING AND\nABANDONING FOR PUBLIC ALLEY PURPOSES, A CERTIFIED COPY THEREOF BEING RECORDED IN\nTHE OFFICE OF THE COUNTY RECORDER ON AUGUST 1, 1958 AS DOCUMENT NO. 3452 IN BOOK\nD-174 PAGE 687, OFFICIAL RECORDS.\n\n\n\n\n\n                                  Page 1 of 3\n\n \n                                  DESCRIPTION\n\n\n\nPARCEL 6:\n\nBLOCK 17 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS ANGELES, STATE\nOF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF MAPS, IN THE OFFICE OF\nTHE COUNTY RECORDER OF SAID COUNTY.\n\nPARCEL 7:\n\nTHOSE PORTIONS OF BRIGHTON WAY, 60 FEET WIDE, SHOWN ON THE MAP OF \"BEVERLY\", IN\nTHE CITY OF BEVERLY HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER\nMAP RECORDED IN BOOK 11 PAGE 94 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF\nSAID COUNTY AND SHOWN ON THE MAP OF \"BEVERLY\", IN SAID COUNTY AND STATE,\nRECORDED IN BOOK 13 PAGES 62 AND 63 OF MAPS, IN THE OFFICE OF THE COUNTY\nRECORDER OF SAID COUNTY, AND A PORTION OF SANTA MONICA BOULEVARD, FORMERLY\nBURTON WAY, SHOWN ON SAID MAP OF BEVERLY, VACATED IN ORDINANCE NO. 1018 ADOPTED\nBY THE CITY OF BEVERLY HILLS ON DECEMBER 17, 1957, VACATING AND ABANDONING FOR\nPUBLIC STREET PURPOSES, PORTIONS OF SAID STREETS A CERTIFIED COPY THEREOF BEING\nRECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY ON JANUARY 2, 1958\nAS INSTRUMENT NO. 2716 IN BOOK 56344 PAGE 47, OFFICIAL RECORDS, SAID PORTIONS\nBEING DESCRIBED AS FOLLOWS:\n\nBEGINNING AT THE MOST NORTHERLY CORNER OF LOT 24, BLOCK 16, BEVERLY, AS RECORDED\nIN MAP BOOK 13 PAGE 52, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE SOUTH\n50 DEGREES 28 MINUTES 30 SECONDS WEST 151 FEET ALONG THE NORTHWESTERLY PROPERTY\nLINE OF SAID LOT 24, ALSO BEING THE SOUTHEASTERLY LINE OF BRIGHTON WAY, AS SHOWN\nON THE MAP OF SAID BEVERLY, TO THE MOST WESTERLY CORNER OF SAID LOT 24; THENCE\nCONTINUING IN A STRAIGHT LINE FOR A DISTANCE OF 20 FEET TO THE MOST NORTHERLY\nCORNER OF LOT 1 OF SAID BLOCK 16, BEVERLY, AS SAID LOT 1 IS SHOWN ON THE MAP OF\nSAID BEVERLY, RECORDED IN MAP BOOK 11 PAGE 94, RECORDS OF SAID LOS ANGELES\nCOUNTY, CALIFORNIA; THENCE SOUTH 50 DEGREES 28 MINUTES 30 SECONDS WEST 151 FEET\nALONG THE NORTHWESTERLY PROPERTY LINE OF SAID LOT 1, ALSO BEING THE\nSOUTHEASTERLY LINE OF BRIGHTON WAY, TO THE MOST WESTERLY CORNER OF SAID LOT 1;\nTHENCE NORTH 39 DEGREES 31 MINUTES 30 SECONDS WEST 60 FEET TO THE MOST\nSOUTHEASTERLY CORNER OF BLOCK 17 OF SAID BEVERLY; THENCE NORTH 50 DEGREES 28\nMINUTES 30 SECONDS EAST 227.35 FEET ALONG THE SOUTHEASTERLY LINE OF SAID BLOCK\n17, ALSO BEING THE NORTHWESTERLY LINE OF SAID BRIGHTON WAY TO THE MOST EASTERLY\nCORNER OF SAID BLOCK 17; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE TO A POINT,\nSAID POINT BEING LOCATED AT THE INTERSECTION OF SAID LINE WITH THE NORTHWESTERLY\nPROLONGATION OF THE WESTERLY LINE OF REXFORD DRIVE, AS SAID REXFORD DRIVE IS\nALSO SHOWN ON THE MAP OF BEVERLY, RECORDED IN MAP BOOK 13 PAGE 62, RECORDS OF\nSAID LOS ANGELES COUNTY AND BEING DISTANT 30.5 FEET, MEASURED ALONG SAID\nNORTHWESTERLY PROLONGATION FROM THE BEFORE MENTIONED MOST NORTHERLY CORNER OF\nLOT 24; THENCE SOUTHEASTERLY ALONG SAID NORTHWESTERLY PROLONGATION TO THE POINT\nOF BEGINNING.\n\n\n\n\n                                  Page 2 of 3\n\n \nPARCEL 8:\n\nTHAT CERTAIN PARCEL OF LAND, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS\nANGELES, STATE OF CALIFORNIA, THE SOUTHEASTERLY 50 FEET OF THE NORTHWESTERLY 130\nFEET OF THE FIRST ALLEY WESTERLY OF REXFORD DRIVE BETWEEN DAYTON WAY AND THE\nNORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF LOT 1, BLOCK 16, BEVERLY\nTRACT, THE SOUTHEASTERLY LIMIT OF SAID SOUTHEASTERLY 50 FEET BEING A LINE 20\nFEET NORTHWESTERLY OF AND PARALLEL TO THE NORTHEASTERLY PROLONGATION OF THE\nSOUTHEASTERLY LINE OF LOT 3, BLOCK 16, BEVERLY TRACT, AS SAID LOTS ARE SHOWN ON\nTHE MAPS OF SAID BEVERLY TRACT, AS RECORDED IN MAP BOOK 11 PAGE 94 AND MAP BOOK\n13 PAGE 62, RECORDS OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.\n\nEXCEPT THEREFROM ANY INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LYING\nBELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, WITHOUT, HOWEVER, THE RIGHT\nOF SURFACE ENTRY, EXCEPTED BY THE CITY OF BEVERLY HILLS, A MUNICIPAL\nCORPORATION, IN QUITCLAIM DEED RECORDED NOVEMBER 7, 1967, AS INSTRUMENT NO. 114,\nOFFICIAL RECORDS.\n\nPARCEL 9:\n\nLOT 22 IN BLOCK 16 OF BEVERLY TRACT, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS\nANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGES 62 AND 63 OF\nMAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.\n\nEXCEPT THE SOUTHEASTERLY 20 FEET OF SAID LOT.\n\n\n\n\n                                  Page 3 of 3\n\n \n                                  EXHIBIT \"C\"\n\n                        MEMORANDUM OF COMMENCEMENT DATE\n\n\nDated as of ____________\n\nLandlord:\n\nTenant:\n\nTenant's Address:\n\nDate of Lease and\nAmendments, if any:\n\nPremises:\n\nProperty:\n\n         Pursuant to Section 3.1 of the Lease, Landlord and Tenant hereby\nconfirm and verify the following information:\n\n         Commencement Date:\n                                          -------------------------------------\n\n         Expiration Date of the Term:     \n                                          -------------------------------------\n\n\n                                          TENANT:\n                                            \n                                          [Company]\n                                            \n                                            \n                                          By:__________________________________\n\n                                            Name:______________________________\n\n                                            Title:_____________________________\n\n\n\n                                          LANDLORD:\n\n                                          [Company]\n\n\n                                          By:__________________________________\n\n                                            Name:______________________________\n\n                                            Title:_____________________________\n\n                                      C-1\n\n \n                                   Exhibit D\n\n\n                             Intentionally Omitted\n\n \n                                  EXHIBIT \"E\"\n\n                            CLEANING SPECIFICATIONS\n\nA.       OFFICE AREAS:\n         -------------\n\n         Daily:   (Five days each week, including Monday through Friday, and\n                  excluding the holidays set forth in Section 7.1 of the Lease):\n                  \n         1.       Empty and clean all waste receptacles and ash trays; remove\n                  waste materials from the Premises; wash receptacles as\n                  necessary.\n\n         2.       Dry-mop all uncarpeted areas.\n\n         3.       Vacuum all rugs and carpet areas in offices, lobbies and\n                  corridors.\n                  \n         4.       Hand-dust all office furniture, fixtures and all other\n                  horizontal surfaces (but only to the extent surfaces are\n                  cleared of all materials such as papers, documents and files).\n\n         5.       Sweep all private stairways, vacuum if carpeted.\n\n         6.       Police all stairwells throughout the entire Building and keep\n                  in clean condition.\n\n         7.       Spot-clean carpeting as reasonably required.\n\n         8.       Spot-clean spill marks on resilient floor tile.\n\n         9.       It is understood that Landlord shall have no obligation (a) to\n                  wash or otherwise clean dishes, glasses and other utensils\n                  used for preparing food or beverages or (b) to remove or store\n                  such dishes, glasses and other utensils in order to clean any\n                  area, fixture or surface of the Premises.\n\n         Weekly:\n         -------\n\n         1.       Hand dust all door louvers and other ventilating louvers.\n\n         2.       Dust and\/or wash all directory boards and display glass;\n                  remove fingerprints and smudges.\n\n         3.       Wipe clean and polish all metal and bright work.\n\n \n         4.       Damp-mop and polish all resilient flooring in the Premises and\n                  public corridors and elevator lobbies; more often if\n                  necessary.\n\n         5.       Wash, clean and polish all water coolers and fountains.\n\n\n         6.       Dust in place all picture frames, charts, graphs, and similar\n                  wall hangings.\n\n         7.       Spot-clean all wall marks.\n\n\n         Monthly:\n         --------\n\n         1.       Wash and polish all resilient floors.\n\n         2.       Dust all paneled walls and doors and other similar surfaces\n                  not reached in nightly or weekly cleaning.\n\n         3.       Vacuum all ventilating and air-conditioned louvers, high\n                  moldings, and other areas not reached in nightly or weekly\n                  cleaning.\n\n         4.       Remove all finger marks and smudges from doors, door frames,\n                  around light switches, private entrance glass and partitions.\n\n         Quarterly:\n         ----------\n\n         1.       Dust exterior of lighting fixtures.\n\n\nB.       LAVATORIES:\n         -----------\n\n         Daily:   (Five days each week, including Monday through Friday, and\n         ------   excluding the holidays set forth in Section 7.1 of the Lease):\n\n         1.       Clean and damp-mop floors.\n\n         2.       Wash and polish all mirrors, bright work and enameled\n                  surfaces.\n\n         3.       Wash and sanitize all sinks, bowls and urinals.\n\n         4.       Wash and sanitize toilet seats.\n\n         5.       Dust, and clean, wash where necessary, all partitions, tile\n                  walls and all dispensers and receptacles.\n\n         6.       Empty and sanitize all receptacles and sanitary disposals.\n\n         7.       Provide materials and fill tissue-holders, toilet seat\n                  dispensers, towel, sanitary napkin and soap dispensers.\n\n                                      E-2\n\n \n         Monthly:\n         --------\n\n         1.       Machine-scrub lavatory floors, apply floor finishing where\n                  applicable.\n\n         2.       Wash and polish all partitions, tile walls and enamel\n                  surfaces.\n                  \n\n         Every Ninety Days:\n         ------------------\n\n         1.       Vacuum all louvers, ventilating grilles and dust light\n                  fixtures.\n                  \nC.       MISCELLANEOUS SERVICES.\n         -----------------------\n\n         1.       Maintain building lobby, corridors and other public areas in a\n                  clean and orderly condition.\n\n         2.       Police all lavatories; refill dispensers; clean and polish all\n                  mirrors and fixtures.\n\n         3.       Damp-mop spillage in office and public areas as required.\n\nD.       GLASS CLEANING.\n         ---------------\n\n         1.       Windows will be washed every 90 days, except when rendered\n                  impracticable by inclement weather.\n\n         This cleaning specification may be changed or altered from time to time\n         to facilitate the inclusion of the latest methods of maintenance and\n         cleaning technology generally recognized as acceptable for a\n         first-class office building.\n\n                                      E-3\n\n \n                                  EXHIBIT \"F\"\n\n                            SECURITY SPECIFICATIONS\n\n\nA.       Project and Building.\n         ---------------------\n\n         1. Project management staff shall be reasonably educated and trained to\nhandle security and emergency procedures for fire, explosion, earthquake, power\nfailure, bomb threat, evacuation and similar matters. All tenants of the Project\nupon notice from Landlord or public authorities shall be obligated to evacuate\nall buildings in the Project in the event of life-threatening emergencies which\nnecessitate a general evacuation of any building or the entire Project or to\ncomply with any fire or similar drills required by applicable statutes or codes.\n\n         2. Landlord's security system shall be so designed that, when\nactivated, it shall not allow persons to gain elevator access or other access to\nthe Premises after Business Hours unless such persons are admitted or authorized\nby Tenant. Landlord shall cause security access cards for the Building elevators\nto be issued to each employee of Tenant, as designated by Tenant to Landlord.\n\n         3. Subject to applicable ordinances, rules and\/or regulations of any\nfederal, state or local governmental authority, the freight elevators shall be\nmanned and available after Business Hours, when required for Tenant, provided\nthat Tenant shall pay Landlord for such use in accordance with the Lease, and\nTenant gives reasonable advance notice to the Building personnel of such a\nrequirement for scheduling of the elevator. All elevator personnel shall be\ninstructed to comply with security procedures.\n\n         4. Landlord's standard security procedures shall require all of\nTenant's stairwell doors to be locked from the stairwell side so long as such\nprocedures do not violate any ordinance or law of any governmental authority\nhaving jurisdiction.\n\n         5. Landlord shall develop a system and procedures for monitoring all\nBuilding entrance and exit doors and the loading dock for security purposes.\nTenant shall pay for after hours access to loading dock in accordance with the\nLease.\n\n         6. Landlord's security system shall include an adequate emergency\ncommunications system, \"GROUP ALERT\" or other system capable of notifying Tenant\nof an emergency.\n\n         7. Landlord shall have the right to modify or add to these security\nspecifications if, in the reasonable opinion of Landlord, it is necessary in\norder to assist in the protection of the Building or other parts of the Project,\nor persons or property therein, consistent with a first-class office building\ncomplex, provided Tenant's rights under the Lease are not materially diminished\nthereby. Tenant is solely responsible for security within its Premises.\n\n                                      F-1\n\n \nB.       Parking Garage.\n         ---------------\n\n         1. Various mechanical and electrical security devices and procedures\nwill be maintained within the Parking Garage to assist Landlord and the garage\noperator, if any, with the security of these facilities. The number, location\nand operation of these devices and procedures will be at the reasonable\ndiscretion of Landlord. Such devices may include but are not limited to:\n\n                  (a)      roving guards;\n\n                  (b)      cameras and video tape devices;\n\n                  (c)      telephones in the elevator lobby;\n\n                  (d)      officer(s) at the loading dock;\n\n                  (e)      on stairwell doors;\n\n                  (f)      doors at the various entrances and exits from the\n                           various facilities; and\n\n                  (g)      command center at the garage level.\n\n         2. Landlord shall have the right to modify or add to these security\nspecifications if, in the reasonable opinion of Landlord, it is necessary in\norder to assist in the protection of the Parking Garage, the Building, or other\nparts of the Project, or persons or property therein; provided Tenant's rights\nunder the Lease are not materially diminished thereby.\n\nC.       Costs.\n         ------\n\n         The costs of security for the Project shall be allocated as follows:\n(i) Landlord shall pay the security costs applicable to the entire Project,\nsubject to reimbursement pursuant to Section 5.1. (ii) Tenant shall pay the\nentire amount of any security measures provided solely for Tenant's benefit.\n\n                                      F-2\n\n \n                                  EXHIBIT \"G\"\n\n                        NON-DISTURBANCE, ATTORNMENT AND\n                        -------------------------------\n                            SUBORDINATION AGREEMENT\n                            -----------------------\n   \n   \n\n                                                 Dated as of ____________\n\nLandlord:\n\nTenant:\n\nTenant's Address:\n\nDate of Lease and\nAmendments, if any:\n\nPremises:\n\n\nProperty:\n\n\n         _______________________________________________ (\"Mortgagee\") having an\noffice at ___________________________________________________________, holder of\na mortgage or deed of trust (together with any increased, future or consolidated\nmortgages or deeds of trust held by Mortgagee, the \"Mortgage\") of the Property\nand Tenant, holder of a lease (\"Lease\") of a portion thereof (\"Premises\"), and\nLandlord hereby agree as follows:\n\n         1. Provided Tenant is not in default under the terms of and as defined\nin the Lease, the right of possession of Tenant to the Premises and all rights\nof Tenant under the Lease and exhibits thereto (including the Landlord's\nImprovement Letter), including, without limitation, the right to exercise and\nenjoy any expansion, right of first offer and renewal options under the Lease,\nshall not be affected or disturbed by Mortgagee in the exercise of any of its\nrights under the Mortgage or any note secured thereby and any sale of the\nProperty pursuant to the exercise of any rights and remedies under the Mortgage\nor otherwise shall be made subject to Tenant's right of possession and other\nrights under the Lease.\n\n         2. Tenant shall attorn to Mortgagee or any purchaser of the Property,\nand the Lease shall continue in effect, in accordance with its terms, between\nTenant and Mortgagee or such purchaser (Mortgagee or such purchaser being\nhereinafter sometimes called \"Successor Landlord\"), except that Paragraphs 3,\n                                                                -------------\n9 and 10 hereof shall modify the Lease.\n---------------\n\n                                      G-1\n\n \n         3. The Lease and all amendments thereto shall be subject and\nsubordinate to the lien of the Mortgage and to all the terms, conditions and\nprovisions thereof, to all advances made or to be made thereunder, and to any\nrenewals, extensions, modifications or replacements thereof, including any\nincreases therein or supplements thereto, subject to and without limiting the\nother provision of this Agreement.\n\n         4. The foregoing provisions shall be self-operative. However, Tenant\nagrees to execute and deliver to Mortgagee or to any person to whom Tenant\nherein agrees to attorn such other instrument as either shall reasonably request\nin order to effectuate said provisions.\n\n         5. Tenant certifies that, upon the full execution and delivery hereof,\nthere are no known defaults on the part of Landlord, that the Lease is a\ncomplete statement of the agreement of the parties thereto with respect to the\nletting of the Premises, that the Lease is in full force and effect and that all\nconditions to the effectiveness or continuing effectiveness thereof required to\nbe satisfied at the date hereof have been satisfied except as otherwise set\nforth herein.\n\n         6. Tenant will notify Mortgagee at the aforesaid address, by registered\nor certified mail, return receipt requested, of any default of Landlord which\nwould entitle Tenant to cancel the Lease or abate the rent payable thereunder.\nTenant's failure to so notify Mortgagee, however, shall not constitute a waiver\nby Tenant of any such default.\n\n         7. Tenant and Landlord agree that notice from Mortgagee shall have the\nsame effect under the Lease as notice to Tenant from Landlord thereunder, and\nTenant agrees to be bound by such notice notwithstanding the existence or\nnonexistence of a default under the Mortgage or any dispute with respect thereto\nbetween the mortgagor under the Mortgage and Mortgagee or any contrary notice\nfrom Landlord to Tenant.\n\n         8. If the Property or any portion thereof which includes the Premises\nshall be transferred to and owned by Mortgagee or any assignee of Mortgagee, or\nany purchaser at judicial sale or any transferee under an action in lieu\nthereof, by reason of foreclosure or other remedial proceedings brought by\nMortgagee or any assignee of Mortgagee, or by any transferee or purchaser, or by\nany other similar manner, or if the interest of Landlord is terminated or\nassigned by any action of the Mortgagee, and Tenant is not in default in the\npayment of rent or in the performance of any of the other terms, covenants or\nconditions of the Lease requiring performance on the part of Tenant, Tenant's\nrights shall not be terminated thereby; rather, Tenant shall be bound to\nMortgagee or any such assignee, purchaser or transferee under all of the terms,\ncovenants and conditions of the Lease for the balance of the term thereof\nremaining, with the same force and effect as if the Successor Landlord were the\nlessor under the Lease with the Lease remaining in full force and effect,\nprovided, however, that the Successor Landlord shall not be:\n\n                                      G-2\n\n \n                 (a)      liable for any act or omission of any prior landlord,\nor for the return of any security deposit unless actually received by Successor\nLandlord; or\n\n                 (b)      subject to any offsets or defenses which Tenant may\nhave against any prior landlord; or\n\n                  (c)     bound by any payment of rent which Tenant may have\npaid for more than the then current month to any prior landlord, or bound by any\namendment, modification, extension or supplement of the Lease made without the\nwritten consent of Mortgagee; or\n\n                  (d)     obligated to repair, replace, rebuild or restore the\nPremises, or any part thereof, in the event of total or substantially total\ndamage or destruction beyond such repair, replacement, rebuilding or restoration\nof the Premises as can reasonably be accomplished from the net proceeds of\ninsurance actually received by, or made available to, Successor Landlord for\nsuch purposes; or\n\n                  (e)     obligated to repair, replace, rebuild or restore the\nPremises, or any part thereof, in the event of partial condemnation beyond such\nrepair, replacement, rebuilding or restoration of the Premises as can be\nreasonably accomplished from the net proceeds of any award actually received by,\nor made available to, Successor Landlord, as consequential damages allocable to\nthe part of the Premises not taken; or\n\n                  (f)     obligated to make any capital improvements to the\nPremises, or to construct, erect or complete any construction or renovation of\nall or any portion of the improvements at the Premises, which Lessor may have\nagreed to make but has not commenced or completed.\n\n         9. Anything herein or in the Lease to the contrary notwithstanding, in\nthe event that Mortgagee or a purchaser shall acquire title to the Property,\nMortgagee and such purchaser shall have no obligation, nor incur any liability,\nbeyond Mortgagee's or purchaser's then interest, if any, in the Property and\nTenant shall look exclusively to such interest, if any, of Mortgagee or such\npurchaser in the Property for the payment and discharge of any obligation\nimposed upon Mortgagee hereunder or under the Lease, and Mortgagee and such\npurchaser are hereby released or relieved of any other liability hereunder and\nunder the Lease. Tenant agrees that, with respect to any money judgment which\nmay be obtained or secured by Tenant against Mortgagee or such purchaser, Tenant\nshall look solely to the estate or interest owned by Mortgagee or such purchaser\nin the Property, and Tenant will not collect or attempt to collect any such\njudgment out or any other assets of Mortgagee or such purchaser.\n\n                                      G-3\n\n \n         10. This Agreement shall inure to the benefit of and be binding upon\nTenant and any successor or assignee of Tenant which pursuant to the provisions\nof the Lease are entitled to succeed to Tenant's interest therein without\nconsent of Landlord.\n\n         11. If any action or proceeding (including any appeal thereof) is\nbrought by either party (whether or not such action is prosecuted to judgment)\nto enforce its respective rights under this Agreement or to enforce a judgment\n(\"Action\"), (1) the unsuccessful party therein shall pay all costs incurred by\nthe prevailing party therein, including reasonable attorneys' fees and costs to\nbe fixed by the court, and (2) as a separate right, severable from any other\nrights set forth in the Agreement, the prevailing party therein shall be\nentitled to recover its reasonable attorneys' fees and costs incurred in\nenforcing any judgment against the unsuccessful party therein, which right to\nrecover post-judgment attorneys's fees and costs shall be included in any such\njudgment. The right to recover post-judgment attorneys' fees and costs shall (i)\nnot be deemed waived if not included in any judgment, (ii) survive the final\njudgment in any Action, and (iii) not be deemed merged into such judgment. The\nrights and obligations of the parties under this Section 11 shall survive the\ntermination of this Agreement.\n\n\n\n\n                                   [Signatures on next page]\n\n                                      G-4\n\n \n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the day and year first above written.\n\n                                   MORTGAGEE:\n\n                                   [company]\n\n\n                                   By:_______________________________________\n\n                                      Name:__________________________________\n\n                                      Title:_________________________________\n\n\n                                   TENANT:\n\n                                   [company]\n\n\n                                   By:_______________________________________\n\n                                     Name:___________________________________\n\n                                     Title:__________________________________\n\n\n                                   LANDLORD:\n\n                                   [company]\n\n\n                                   By:_______________________________________\n\n                                      Name:__________________________________\n\n                                      Title:_________________________________\n\n                                      G-5\n\n \n                                  EXHIBIT \"H\"\n\n              RULES AND REGULATIONS FOR THE BUILDING AND PROJECT\n\n         1. Except as otherwise provided in the Lease or any other exhibits\nthereto or as otherwise approved by Landlord:\n\n                  1.1      No sign, placard, picture, advertisement, name or\nnotice shall be inscribed, displayed or printed or affixed on or to any part of\nthe outside or inside of the Building (other than inside the Premises) without\nthe written consent of Landlord first had and obtained. Landlord shall have the\nright to remove any such sign, placard, picture, advertisement, name or notice,\nunless Landlord has given written consent, without notice to and at the expense\nof Tenant. Landlord shall not be liable in damages for such removal unless the\nwritten consent of Landlord has been obtained.\n\n                  1.2      All approved signs or lettering on doors and walls to\nthe Premises which are visible from outside the Premises or the elevator lobbies\non any floor of the Building shall be printed, painted, affixed or inscribed at\nthe expense of Tenant by Landlord or by a person approved by Landlord in a\nmanner and style acceptable to Landlord.\n\n                  1.3      Tenant shall not use any blinds, shades, awnings, or\nscreens in connection with any window or door of the Premises unless approved in\nwriting by Landlord. Tenant shall not use any drape or window covering facing\nany exterior glass surface other than the standard window covering established\nby Landlord. The windows and doors that reflect or admit light and air into the\nhalls, passageways or other public places in the Project shall not be covered or\nobstructed by any tenant, nor shall any bottles, parcels or other articles be\nplaced on the windowsills.\n\n         2. Except as otherwise provided in the Lease or any exhibits thereto,\nTenant shall not obtain for use upon the Premises, food, milk, soft drinks,\nbottled water, plant maintenance and all other services, except from persons\nreasonably authorized by Landlord and at the hours and under regulations fixed\nby Landlord. No vending machines or machines of any description shall be\ninstalled, maintained or operated upon the Premises, except at locations shown\non the Final Plans, without the prior written consent of Landlord.\n\n         3. The sidewalks, halls, passages, exits, entrances, elevators and\nstairways and Common Areas of the Project shall not be obstructed by any tenants\nor used by them for any purpose other than for ingress to and egress from their\nrespective premises. The halls, passages, exits, entrances, elevators, stairways\nand roof are not for the use of the general public, and Landlord shall in all\ncases retain the right to control and prevent access thereto by all persons\nwhose presence in the reasonable judgment of Landlord shall be prejudicial to\nthe safety, character, reputation and interests of the Project and its tenants,\nprovided that nothing herein contained shall be construed to prevent such access\nto persons with whom Tenant normally deals in the ordinary course of Tenant's\nbusiness unless such persons are engaged in illegal activities. No tenant and no\nemployees or invitees of any tenant shall go upon the roof of the Building. No\ntenant shall throw anything out of the doors or windows or balconies or down the\npassageways or in any of the passageways. Landlord shall have the right to\ncontrol and operate all Common\n\n                                      H-1\n\n \nAreas of the Project (including, without limitation, the Parking Garage, ramps,\nstairs, plazas, balconies and park) in the best interests of tenants generally.\nTenant shall have the right, upon prior notice to Landlord and approval by\nLandlord, which shall not be unreasonably withheld, to use portions of the\nCommon Areas for parties and other similar events open to Tenant's invitees and\nguests, so long as (i) Tenant pays for all reasonable costs associated with such\nuse of the Common Areas and any additional cleanup or janitorial expenses caused\nby use, and (ii) such use by Tenant does not unreasonably interfere with the use\nand enjoyment of the Project by other tenants and their invitees and licensees\nor unreasonably annoy such other tenants. Landlord shall have the right to\napprove or disapprove in its sole discretion any fixtures, furnishings, plants\nor other items proposed to be placed on the balconies by Tenant.\nTenant shall not display any signs or insignia on the balconies.\n\n         4. Tenant, upon the termination of its tenancy, shall deliver to\nLandlord the parking and security access cards issued to Tenant and all keys of\noffices, rooms and toilet rooms which shall have been furnished to Tenant or\nwhich Tenant shall have made, and in the event of loss of any access cards or\nkeys so furnished, shall pay Landlord therefor. Tenant shall not alter any lock\nor install any new or additional locks or any bolts other than the standard lock\nset of the Building on any door of the Premises without the written consent of\nLandlord.\n\n         5. The toilet rooms, toilets, urinals, wash bowls and other apparatus\nshall not be used for any purpose other than that for which they were\nconstructed and no foreign substance of any kind whatsoever shall be thrown\ntherein and the expense of any breakage, stoppage, or damage resulting from the\nviolation of this rule shall be borne by Tenant who, or whose employees or\ninvitees, shall have caused it.\n\n         6. Tenant shall not overload any floor of the Premises. Tenant shall\nnot permanently deface or damage the partitions, woodwork or drywall or in any\nway deface the Premises or any part thereof, ordinary wear and tear excepted,\nwithout Landlord's prior written consent. Tenant shall not purchase spring\nwater, ice, towel, linen, maintenance or other like services from any person or\npersons not approved by Landlord.\n\n         7. No furniture, bulky packages, supplies, merchandise, freight or\nequipment of any kind shall be brought into the Building without the consent of\nLandlord. All moving of the same into or out of the Building shall be via the\nBuilding's freight handling facilities, unless otherwise directed by Landlord,\nat such time and in such manner as Landlord shall prescribe. No hand trucks or\nvehicles (other than a wheelchair for an individual) shall be used in passenger\nelevators. All hand trucks permitted in the Building must be equipped with soft\nrubber tires and side guards.\n\n         8. Landlord shall have the right to prescribe the weight, size and\nposition of heavy equipment brought into the Building and also the times and\nmanner of moving the same in and out of the Building. Safes or other heavy\nobjects shall, if considered necessary by Landlord, stand on a platform of such\nthickness as is necessary to properly distribute the weight. Landlord will not\nbe responsible for loss of or damage to any such safe or property from any\ncause, and all damage done to the Building by moving or maintaining any such\nsafe or other property shall be repaired by the expense of Tenant.\n\n                                      H-2\n\n \n         9. Tenant shall not employ any person or persons other than the\njanitorial contractor of Landlord for the purpose of cleaning the Premises,\nother than day-maids or butlers for Tenant's exclusive use, unless otherwise\nagreed to by Landlord. Except with the written consent of Landlord, no person or\npersons other than those approved by Landlord shall be permitted to enter the\nBuilding for the purpose of cleaning the same. Janitor service will not be\nfurnished to any room while such room is occupied after Normal Working Hours.\nInterior and exterior window cleaning shall be done only by Landlord. Any\npersons employed by Tenant to do janitorial work shall be subject to the prior\nwritten approval of Landlord, and while in the Building and outside of the\nPremises, shall be subject to and under the control and direction of the\nBuilding manager (but not as an agent or servant of such manager or of\nLandlord), and Tenant shall be responsible for all acts of such persons.\n\n         10. Tenant shall not use, keep or permit to be used or kept any foul or\nnoxious gas or substance in the Premises, or permit or suffer the Premises to be\noccupied or used in any manner offensive or objectionable to Landlord or other\noccupants of the Building by reason of noise, odors and\/or vibrations, or\ninterfere in any way with other tenant or those having business therein, nor\nshall any animals (other than as required for disabled persons) or birds be\nbrought in or kept in or about the Premises or the Building. No bicycles shall\nbe brought into or kept in or about the Premises.\n\n         11. No cooking shall be done or permitted by any tenant on Premises,\nnor shall any premises be used for the manufacture or storage of merchandise\n(unless incidental to the use of such premises for normal office purposes), for\nwashing clothes, for lodging, or for any improper, objectionable or immoral\npurpose. Notwithstanding the foregoing, Tenant shall have the right to use\nmicrowave ovens for heating food in the kitchen and pantry areas.\n\n         12. Neither Tenant nor any of Tenant's servants, employees, agents,\nvisitors or licensees shall at any time use or keep in the Premises or the\nBuilding any kerosene, gasoline or other inflammable, explosive or combustible\nfluid, chemical, gas or substance, or any hazardous or toxic substance which\nwould be in violation of the Environmental Acts (as defined below), except\nnormal office products typically found in a first-class office building, or use\nany method of heating or air-conditioning other than that supplied by Landlord.\n\"Environmental Acts\" shall mean all federal, state and local environmental\nstatues and regulations, including, without limitation, the Comprehensive\nEnvironmental Response, Compensation and Liability Act of 1980, as amended (42\nU.S.C. Sec. 9061 et seq.), the Hazardous Materials Transportation Act (49 U.S.C.\nSec. 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901\net seq.), the Federal Water Pollution Control Act, the Federal Safe Water\nDrinking Act, the Federal Clean Air Act, the Federal Solid Waste Disposal Act,\nthe Federal Toxic Substance Control Act, the Federal Emergency Planning and\nCommunity Right-to-Know Act, the Federal Radon and Indoor Air Quality Research\nAct, and the counterparts of such statutes as enacted by state and local\ngovernments with jurisdiction over the Project and any regulations promulgated\nunder any of the aforementioned laws, together with any and all federal, state\nand local environmental laws, rules or regulations presently in existence, or\nhereafter enacted affecting the Project.\n\n\n         13. Landlord will direct electricians as to where and how telephone and\ntelegraph wires are to be introduced into the Premises. No boring or cutting for\nwires or stringing of wires will be allowed without written consent of Landlord,\nexcept as part of permitted Tenant \n\n                                      H-3\n\n \nAlterations under the Lease. The location of telephones, call boxes and other\noffice equipment affixed to the Premises shall be subject to the approval of\nLandlord.\n\n         14. No tenant shall lay linoleum, tile, carpet or other similar floor\ncovering so that the same shall be affixed to the floor of the Premises in any\nmanner except as approved by Landlord. The expenses of repairing any damage\nresulting from a violation of this rule or removal of any floor covering shall\nbe borne by Tenant.\n\n         15. On Saturdays, Sundays and legal holidays, and on other days between\nthe hours of 6:00 p.m. and 8:00 a.m. the following day, access to the Project or\nto the halls, corridors, elevators or stairways in the Project or to the\nPremises, may be refused unless the person seeking access in known to the person\nor employee of the Project in charge or has a pass or is properly identified.\nAny person whose presence in the Building at any time shall, in the reasonable\njudgment of Landlord, be prejudicial to the safety, character, reputation and\ninterests of the Building or its tenants may be denied access to the Building or\nmay be ejected therefrom. Landlord may require any person leaving the Building\nwith any package or other object to exhibit a pass from the tenant from whose\npremises the package or object is being removed, but the establishment and\nenforcement of such requirement shall not impose any responsibility on Landlord\nfor the protection of any tenant against the removal of property from the\npremises of the tenant. The Landlord shall in no case be liable to Tenant for\ndamages for any error with regard to the admission to or exclusion from the\nProject of any person. In case of invasion, mob, riot, public excitement, or\nother commotion, Landlord reserves the right to prevent access to the Project\nduring the continuance of the same by closing of the doors or otherwise, for the\nsafety of the tenants and protection of property in the Project. Tenant may\nemploy security guards for its Premises provided that such security service and\npersonnel are approved in advance and are limited to the floors of the Premises\nand are subject to the direction of the Building's security personnel in the\nevent of an emergency. Landlord shall not be liable for any actions of the\nsecurity service employed by Tenant.\n\n         16. Tenant shall see that the doors of the Premises are closed and\nsecurely locked before leaving the Building and must observe strict care and\ncaution that all water apparatus are entirely shut off before Tenant or Tenant's\nemployees leave the Building, and that all electricity, gas or air shall\nlikewise be carefully shut off, so as to prevent waste or damage.\n\n         17. The requirements of Tenant shall be attended to only upon\napplication to the Building Manager at the office of the Building. Employees of\nLandlord shall not perform any work or do anything outside of their regular\nduties unless under special instructions from Landlord.\n\n         18. No person shall be allowed to transport or carry beverages, food,\nfood containers, etc. (other than in proper containers for personal\nconsumption), on any passenger elevators. The transportation of such items shall\nbe via the service elevators in such manner as prescribed by landlord.\n\n         19. Tenants shall cooperate with Landlord in obtaining maximum\neffectiveness of the cooling system by closing the window coverings when the\nsun's rays fall directly on windows of the Premises. Tenant shall not obstruct,\nalter or in any way impair the efficient operation of\n\n                                      H-4\n\n \nLandlord's heating, ventilating and air-conditioning system and shall not place\nbottles, machines, parcels or other articles on any induction unit enclosure,\nintake or other vents so as to interfere with proper air flow. Tenant shall not\ntamper with or change the setting of any thermostats or temperature control\nvalves.\n\n         20. Without the written consent of Landlord, which consent shall not be\nunreasonably withheld, Tenant shall not use the name of Landlord or the Project\nin connection with or in promoting or advertising the business of Tenant except\nas Tenant's address in a manner which will denigrate or injure Landlord's\nreputation or the reputation of the Project as a first-class office building\nproject, or imply any partnership or joint venture exists between Landlord and\nTenant.\n\n         21. Landlord shall have the right to prohibit any advertising by Tenant\nwhich, in Landlord's reasonable opinion, tends to impair the reputation of the\nProject as a first-class office building complex or its desirability as a\nlocation for offices, and upon written notice from Landlord, Tenant shall\nrefrain from or discontinue such advertising.\n\n         22. Canvassing, soliciting and peddling within the entire Project are\nprohibited and each tenant shall cooperate to prevent such activity.\n\n         23. The Premises shall not be used for manufacturing or the storage of\nmerchandise except as such storage may be incidental to the use of the Premises\nfor general office purpose. No tenant shall occupy nor permit any portion of its\npremises to be occupied for the manufacture or sale of narcotics, liquor, or\ntobacco in any form, or as a barber or manicure shop. No tenant shall engage or\npay any employees on the Premises except those actually working for such tenant\non the Premises nor advertise for laborers giving an address at the Premises or\nProject. The Premises shall not be used for lodging or sleeping or for any\nimmoral or illegal purposes.\n\n         24. Tenant shall not conduct any auction, fire, bankruptcy, going out\nof business, liquidation or similar sales.\n\n         25. Tenant shall not place any radio or television antennae on the roof\nof the Project or on any exterior part of the Premises or the Project.\n\n         26. Tenant shall not alter any lock or install any new or additional\nlocks or bolts on any doors or windows of the Premises without obtaining\nLandlord's prior written consent. Tenant shall bear the cost of any lock changes\nor repairs required by Tenant. Two keys will be furnished by Landlord for the\nPremises, and any additional keys required by Tenant must be obtained from\nLandlord at a reasonable cost to be established by Landlord. Upon the\ntermination of this Lease, Tenant shall restore to Landlord all keys of stores,\noffices, and toilet rooms, either furnished to, or otherwise procured by, Tenant\nand in the event of the loss of keys so furnished, Tenant shall pay to Landlord\nthe cost of replacing same or of changing the lock or locks opened by such lost\nkey if Landlord shall deem it necessary to make such changes.\n\n         27. All doors opening to public corridors shall be kept closed at all\ntimes except for normal ingress and egress to the Premises.\n\n                                      H-5\n\n \n         28. Landlord reserves the right to close and keep locked all entrance\nand exit doors of the Building during such hours as re customary for comparable\nbuildings in the Beverly Hills, California area. Tenant, its employees and\nagents must be sure that the doors to the Building are securely closed and\nlocked when leaving the Premises if it is after the normal hours of business for\nthe Building. Any tenant, its employees, agents or other persons entering or\nleaving the Building at any time when it is so locked, or any time when it is\nconsidered to be after normal business hours for the Building, may be required\nto sign the Building register. Access to the Building may be refused unless the\nperson seeking access has proper identification or has a previously arranged\npass for access to the Building. Landlord will furnish passes to persons for\nwhom Tenant requests same in writing. Tenant shall be responsible for all\npersons for whom Tenant requests passes and shall be liable to Landlord for all\nacts of such persons. Notwithstanding anything contained in the Lease to the\ncontrary, the Landlord and his agents shall in no case be liable for damages for\nany error with regard to the admission to or exclusion from the Building of any\nperson. In case of invasion, mob, riot, public excitement, or other commotion,\nLandlord reserves the right to prevent access to the Building or the Real\nProperty during the continuance thereof by any means it deems appropriate for\nthe safety and protection of life and property.\n\n         29. Except for vending machines intended for the sole use of Tenant=s\nemployees and invitees, no vending machine or machines other than fractional\nhorsepower office machines shall be installed, maintained or operated upon the\nPremises without the written consent of Landlord.\n\n         30. Tenant shall not without the prior written consent of Landlord use\nany method of heating or air conditioning other than that supplied by Landlord.\n\n         31. Landlord reserves the right to exclude or expel from the Real\nProperty any person who, in the judgment of Landlord, is intoxicated or under\nthe influence of liquor or drugs, or who shall in any manner do any act in\nviolation of any of these Rules and Regulations.\n\n         32. Tenant, its employees and agents shall not loiter in or on the\nentrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators,\nvestibules or any Common Areas for the purpose of smoking tobacco products or\nfor any other purpose, nor in any way obstruct such areas, and shall use them\nonly as a means of ingress and egress for the Premises.\n\n         33. Tenant shall store all its trash and garbage within the interior of\nthe Premises. No material shall be placed in the trash boxes or receptacles if\nsuch material is of such nature that it may not be disposed of in the ordinary\nand customary manner of removing and disposing of trash and garbage in Beverly\nHills, California without violation of any law or ordinance governing such\ndisposal. All trash, garbage and refuse disposal shall be made only through\nentry-ways and elevators provided for such purposes at such times as Landlord\nshall designate.\n\n         34. Tenant shall comply with all safety, fire protection and evacuation\nprocedures and regulations established by Landlord or any governmental agency.\n\n         35. Tenant must comply with requests by the Landlord concerning the\ninformation of their employees of items of importance to the Landlord.\n\n                                      H-6\n\n \n         36. Tenant shall comply with any ordinance of the City of Beverly Hills\nrelating to smoking in or about the Premises, Building or Real Property. If\nTenant is required under the ordinance to adopt a written smoking policy, a copy\nof said policy shall be on file in the office of the Building.\n\n         37. Tenant hereby acknowledges that Landlord shall have no obligation\nto provide guard service or other security measures for the benefit of the\nPremises, the Building or the Real Property. Tenant hereby assumes all\nresponsibility for the protection of Tenant and its agents, employees,\ncontractors, invitees and guests, and the property thereof, from acts of third\nparties, including keeping doors locked and other means of entry to the Premises\nclosed, whether or not Landlord, at its option, elects to provide security\nprotection for the Real Property or any portion thereof. Tenant further assumes\nthe risk that any safety and security devices, services and programs which\nLandlord elects, in its sole discretion, to provide may not be effective, or may\nmalfunction or be circumvented by an unauthorized third party, and Tenant shall,\nin addition to its other insurance obligations under this Lease, obtain its own\ninsurance coverage to the extent Tenant desires protection against losses\nrelated to such occurrences. Tenant shall cooperate in any reasonable safety or\nsecurity program developed by Landlord or required by law.\n\n         38. All office equipment of any electrical or mechanical nature shall\nbe placed by Tenant in the Premises in settings approved by Landlord, to absorb\nor prevent any vibration, noise and annoyance.\n\n         39. Tenant shall not use in any space or in the public halls of the\nBuilding, any hand trucks except those equipped with rubber tires and rubber\nside guards.\n\n         40. Landlord reserves the right at any time to change or rescind any\none or more of these Rules and Regulations, or to make such other and further\nreasonable Rules and Regulations as in Landlord=s judgment may from time to time\nbe reasonably necessary for the management, safety, care and cleanliness of the\nPremises, Building, and the Common Areas, and for the preservation of good order\ntherein, as well as for the convenience of other occupants and tenants therein.\nLandlord may waive any one or more of these Rules and Regulations for the\nbenefit of any particular tenants, but no such waiver by Landlord shall be\nconstrued as a waiver of such Rules and Regulations in favor of any other\ntenant, nor prevent Landlord from thereafter enforcing any such Rules or\nRegulations against any or all tenants of the Building. Tenant shall be deemed\nto have read these Rules and Regulations and to have agreed to abide by them as\na condition of its occupancy of the Premises.\n\n                                      H-7\n\n \n                                  EXHIBIT \"I\"\n\n                     PARKING GARAGE RULES AND REGULATIONS\n\n\n1.       Hours of Operation.\n         -------------------\n\n         The Parking Garage shall be operated seven (7) days per week, 24 hours\nper day; provided, however, that Landlord reserves the right to establish a\nschedule of operations commensurate with the type of patronage and volume of\nbusiness, which shall be determined by Landlord in its reasonable discretion.\n\n2.       No Obstruction; Controlled Access.\n         ----------------------------------\n\n         The driveways, passages, exits, entrances, elevators and stairways\nshall not be obstructed by anyone using the Parking Garage for any purpose other\nthan ingress to and egress from his or her parking location. Landlord shall in\nall cases retain the right but shall not be obligated to control and prevent\naccess to the Parking Garage by all persons whose presence in the reasonable\njudgment of Landlord shall be prejudicial to the safety, character, reputation\nand interest of the Building, the Project, and their tenants. No person using\nthe Parking Garage shall go into any unauthorized location so designated within\nthe structure.\n\n3.       Payment by Customers\/Transients.\n         --------------------------------\n\n         Each Parking Garage customer, upon termination of his or her stay in\nthe facility, shall deliver to the garage operators located at the exits of the\nfacility, the parking ticket and appropriate compensation for the use of the\nfacilities as designated by the rate structure.\n\n4.       Monthly Parking.\n         ----------------\n\n         Parking pass rentals shall be paid by Tenant as part of rent under the\nLease, at the same time and in the same manner as the Basic Rent, subject to all\ndelinquency charges set forth in the Lease. Upon termination as a monthly\ncustomer, the customer shall deliver to Landlord or garage operator all cards,\nstickers, or other means of identification that allow access to the Parking\nGarage.\n\n5.       No Freight in Parking Garage.\n         -----------------------------\n\n         No furniture, packages, supplies, merchandise, freight or equipment of\nany kind shall be brought in the parking facilities without the consent of\nLandlord or garage operator, which shall not be unreasonably withheld or\ndelayed. All moving of such items into or out of the Building shall be via the\nBuilding's freight handling facilities unless otherwise directed by Landlord at\nsuch reasonable time and in such reasonable manner as Landlord shall prescribe.\nNo hand trucks or vehicles (other than a wheelchair for an individual) shall be\nused in the Parking Garage elevators. Any hand trucks permitted in the Parking\nGarage must be equipped with soft rubber tires and side guards.\n\n                                      I-1\n\n \n6.       Right to Specify Equipment:\n         ---------------------------\n\n         Landlord shall have the right to prescribe the weight, size and\nposition of all heavy equipment brought into the Parking Garage and also the\ntimes and manner of moving the same in and out of the Parking Garage.\n\n7.       Limitations on Use.\n         -------------------\n\n         Parking Garage customers shall not use, keep or permit to be used or\nkept any foul, noxious or dangerous substance in the Parking Garage or permit or\nsuffer the facilities to be occupied and\/or used in any manner offensive or\nobjectionable to Landlord or other occupants of the Parking Garage by reason of\nnoise, odors, and\/or vibrations, or unreasonably interfere in any way with other\ngarage customers or those having business therein, nor shall any animals or\nbirds be brought in or kept in or about the parking facilities (other than as\nrequired for handicapped persons).\n\n8.       Right to Close Garage.\n         ----------------------\n\n         Landlord and the garage operator reserve the right but shall not be\nobligated to close and keep locked all entrance and exit doors and otherwise\nregulate access of all persons to the Parking Garage on Sundays and legal\nholidays and all other days between the hours of 7:00 p.m. and 7:00 a.m. and at\nother times as Landlord may deem advisable for the adequate protection and\nsafety of the parking facilities, their occupants and property; provided that\nbona fide holders of parking passes shall have access at all times to the\nParking Garage. Access to the Parking Garage may be refused unless the person\nseeking access agrees to abide by the rules established and pay for his stay in\naccordance with the rate structure. Landlord shall in no case be liable for\ndamage or any error with regard to the admission or exclusion from the Parking\nGarage of any person.\n\n9.       Right to Refuse Admission.\n         --------------------------\n\n         Landlord or garage operator may refuse admission to the Parking Garage\noutside of Normal Working Hours of any person not known to the attendant in\ncharge (or who does not possess adequate Building identification) or any person\nwhose presence in the Parking Garage shall in the reasonable judgment of\nLandlord or Parking Garage operator be prejudicial to the safety, character,\nreputation and interest of the Parking Garage or the Building. Landlord or\nParking Garage operator may require any person leaving the Parking Garage with\nany package or any other object to exhibit a pass from the Building tenant from\nwhose premises the package or object is being removed, but the establishment and\nenforcement of such requirement does not impose any responsibility on Landlord\nfor the protection of any Building tenant against removal of property from the\npremises of the tenant.\n\n10.      No Food or Beverages.\n         ---------------------\n\n         No person shall be allowed to transport or carry beverages, food, food\ncontainers (other than in proper containers for personal consumption), smoking\nobjects, etc. on any of the parking\n\n                                      I-2\n\n \nfacility shuttle elevators. The transportation of such items shall be via the\nservice elevators in such manner as prescribed by Landlord or garage operator.\n\n11.      Own Risk.\n         ---------\n\n         Except for the Parking Garage operator's or Landlord's negligence or\nwillful misconduct, it is understood that all vehicles and their occupants enter\nthe Parking Garage at their own risk. Under no circumstances whatsoever shall\nLandlord be responsible for any damages in excess of Two Hundred Fifty Dollars\n($250.00) with respect to any damage or injury to any vehicle, or the occupants\nthereof, or any other person or property in the Parking Garage.\n\n12.      Speed Limit.\n         ------------\n\n         In no case shall anyone operating a vehicle within the Parking Garage\ndo so at a speed greater than five (5) miles per hour. In addition, all vehicle\noperators will drive in a safe and careful manner so as to preclude damaging the\nParking Garage or other vehicles and property in the Parking Garage, or injuring\npersons in the Parking Garage or their general vicinity. All vehicle operators\nmust come to a complete stop at all posted stop signs.\n\n13.      Clearance.\n         ----------\n\n         All vehicles shall have a maximum vertical clearance no greater than\nthe posted clearance heights in the facility as designated from location to\nlocation. Landlord shall not be liable for any damage or injury due to any\nfailure to observe the posted clearance signs. Vehicles of a size larger than\nposted clearances shall not enter the Parking Garage.\n\n14.      Lease Requirements.\n         -------------------\n\n         Tenant is obligated to pay for parking passes allocated to Tenant under\nthe Lease whether or not Tenant or its employees use the allocated passes.\n\n15.      Right to Change Markings.\n         -------------------------\n\n         Landlord reserves the right to change the location, size, shape and\nnumber of driveways, entrances, exits, traffic lanes, parking spaces, parking\nareas, loading and unloading areas, walkways and the boundaries and locations of\nthe Parking Garage subject to Tenant's parking rights under the Lease.\n\n                                      I-3\n\n \n                                  EXHIBIT \"J\"\n\n                               GUARANTY OF LEASE\n                               -----------------\n\n         This Guaranty of Lease (\"Guaranty\") is made and entered into as of\nOctober __, 1999, by GLOBAL CROSSING HOLDINGS, LTD., a Bermuda corporation\n(\"Guarantor\") with reference to the following facts.\n\n         A. Global Crossing Development Company, a Delaware corporation\n(ATenant\"), and North Crescent Realty V, LLC, a Delaware limited liability\ncompany (\"Landlord\"), are parties to that certain lease dated concurrently\nherewith (the \"Lease\"), concerning certain premises (the \"Premises\") shown on\nExhibit \"A\" attached hereto in Building B at 360 North Crescent Drive, Beverly\nHills, California.\n\n         B. Guarantor is an affiliate of Tenant.\n\n         C. Landlord has conditioned the effectiveness of the Lease upon the\nexecution of this Guaranty by Guarantor.\n\n         NOW, THEREFORE, for and in consideration of the execution of the Lease\nby Landlord, Guarantor hereby agrees as follows:\n\n         1. Guaranty. Guarantor hereby unconditionally and irrevocably\n            ---------\nguarantees the prompt payment by Tenant of all rentals and all other sums\npayable by Tenant under said Lease and the faithful and prompt performance by\nTenant of each and every one of the terms, conditions and covenants of the Lease\nto be kept and performed by Tenant.\n\n         2. Amendments. It is specifically agreed and understood that the terms\n            -----------\nof the foregoing Lease may be altered, affected, modified, changed, extended or\nrenewed by agreement between Landlord and Tenant, or by a course of conduct,\nincluding but not limited to Tenant holding over, and the Lease may be assigned\nby Landlord or any assignee of Landlord, and the premises or any interest\ntherein may be assigned, subleased or otherwise transferred by Tenant, all\nwithout consent of Guarantor and that this Guaranty shall thereupon and\nthereafter guarantee the performance of the Lease as so changed, modified,\naltered, assigned or otherwise impacted, except to the extent that such change,\nmodification, alteration, assignment or other action increases the potential\nliability of Guarantor. Notwithstanding the foregoing, nothing contained herein\nshall be interpreted as a consent by the Landlord to any such event or change;\nthe provisions under the Lease requiring the Landlord's consent to any such\nevent or change shall remain in full force and effect.\n\n         3. No Release. Subject to applicable statutes of limitation, this\n            -----------\nGuaranty shall not be released, modified or affected by the failure or delay on\nthe part of Landlord to enforce any of the rights or remedies of the Landlord\nunder the Lease, whether pursuant to the terms thereof or at law or in equity,\nor by the liquidation, dissolution or corporate reorganization of Tenant or any\nguarantor or by rejection of the Lease\n\n \nor the discharge, release or limitation of liability of Tenant in any bankruptcy\nproceeding.\n\n         4. No Notice. No notice of default need be given to Guarantor, it being\n            ----------\nspecifically agreed and understood that the guaranty of Guarantor is a\ncontinuing guaranty under which Landlord may proceed forthwith and immediately\nagainst Tenant or against Guarantor, subject to applicable cure periods under\nthe Lease, following any breach or default by Tenant or for the enforcement of\nany rights which Landlord may have as against Tenant pursuant to or under the\nterms of the Lease or at law or in equity. Landlord shall have the right to\nproceed against Guarantor hereunder following any such default under the Lease\nby Tenant without first proceeding against Tenant.\n\n         5. Waivers. Guarantor hereby waives (a) notice of acceptance of this\n            --------\nGuaranty, (b) demand of payment, presentation and protest, (c) any right to\nrequire the Landlord to proceed against Tenant or any other person or entity\nliable to Landlord, (d) any right to require Landlord to apply to any default\nany security deposit or other security it may hold under the Lease, (e) any\nright to require Landlord to proceed under any other remedy Landlord may have\nbefore proceeding against Guarantor, (g) any right of subrogation, and (f) all\nsuretyship defenses.\n\n         6. Estoppels. Any obligations of Tenant under the Lease to execute and\n            ----------\ndeliver estoppel statements as therein provided, shall be deemed to also require\nGuarantor hereunder to provide a certification that Guarantor has no defenses\nhereunder or under the Lease.\n\n         7. Miscellaneous.\n            --------------\n\n                a.  The term \"Landlord\" whenever hereinabove used refers to and\nmeans the Landlord in the foregoing Lease specifically named and also any\nassignee of the Landlord, whether by outright assignment or by assignment for\nsecurity, and also any successor to the interest of the Landlord or of any\nassignee in such Lease or any part thereof, whether by assignment or otherwise.\n\n                b.  The term \"Tenant\" whenever hereinabove used refers to and\nmeans any assignee, sublessee or transferee of the Lease and also any successor\nto the interests of any of the foregoing, whether by assignment, sublease,\ntransfer or otherwise.\n\n                c.  In the event any action be brought by the Landlord against\nGuarantor hereunder to enforce the obligation of Guarantor hereunder, the\nunsuccessful party in such action shall pay to the prevailing party therein a\nreasonable attorney's fee which shall be fixed by the court. Any such action may\nbe brought in Los Angeles County, California. This Guaranty shall be governed by\nand construed in accordance with California law. This Guaranty shall inure to\nthe benefit of Landlord and the successors and assigns thereof and shall bind\nGuarantor and the successors and assigns thereof. This document may be executed\nin counterparts, which shall be construed together as a single document.\n\n \n                d.  The persons executing this Guaranty on behalf of Guarantor\nrepresent and warrant to Landlord that they are duly authorized to execute and\ndeliver this Guaranty on Guarantor's behalf, and that this Guaranty is binding\nupon Guarantor in accordance with its terms.\n\n         This Guaranty has been made and entered into as of the day and year set\nforth above.\n\n                                           GLOBAL CROSSING HOLDINGS, LTD.,\n                                           a Bermuda corporation\n\n\n                                           By:___________________________\n\n                                           Its:__________________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9583,9579],"class_list":["post-41728","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41728","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41728"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41728"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41728"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41728"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}