{"id":41757,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/855-battery-street-san-francisco-ca-lease-cbs-corp-and-cbs.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"855-battery-street-san-francisco-ca-lease-cbs-corp-and-cbs","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/855-battery-street-san-francisco-ca-lease-cbs-corp-and-cbs.html","title":{"rendered":"855 Battery Street (San Francisco, CA) Lease &#8211; CBS Corp. and CBS Marketwatch.com LLC"},"content":{"rendered":"<pre>                                      LEASE\n\n     THIS INDENTURE OF LEASE (hereinafter called 'Lease'), made this 27th day of\nAugust, 1997, by and between CBS CORPORATION (successor by corporate name\nchange to Westinghouse Electric Corporation), a Pennsylvania corporation having\nits principal address at 51 West 52nd Street, New York, New York 10019\n(hereinafter called 'Lessor'), and CBS Marketwatch.com , LLC a Delaware Limited\nLiability Company, having an address at 825 Battery Street, San Francisco,\nCalifornia 94111 (hereinafter called 'Lessee').\n\n\n                              W I T N E S S E T H:\n\n     1.   INDENTURE\n\n          Lessor hereby leases to Lessee and Lessee hereby hires from Lessor,\napproximately 4,373 rentable square feet (the 'Original Premises') and 7,240\nrentable square feet (the 'Additional Premises') (the 'Original Premises' and\n'Additional Premises' being jointly referred to as the 'Premises), each as shown\non Exhibit A, attached hereto and incorporated herein by reference thereto, it\nbeing understood that such square footage has been determined by measurements\ndetermined by R.M.A. Architects, in the building located at 855 Battery Street,\nSan Francisco, California (hereinafter called 'Building'), which is situated on\nthat certain parcel of land (hereinafter called 'Office Building Area') thereto,\ntogether with the right to use in common with the other occupants of the\nBuilding, their invitees, customers and employees, the common areas of the\nBuilding, as designated from time to time by Lessor, including the stairway,\nelevators, if any, sidewalks, halls, toilet and public sanitary facilities,\nlobby and all other general common facilities contained in the building.\n\n\n\n     2.   TERM\n\n          The Original Premises shall be leased for a term of five (5) years\n(hereinafter called 'Term') beginning as of April 1, 1998 and ending on March\n31, 2003. The Additional Premises shall be leased for a term commencing on\nSeptember 1, 1998 and ending on March 31, 2003. If Lessor, for any reason\nwhatsoever, shall be unable to deliver possession of either the Original\nPremises or the Additional Premises on the above mentioned commencement date for\nthat part of the Premises, the Lease shall not be void or voidable, nor shall\nLessor be liable to Lessee for any loss or damage resulting therefrom, but, in\nthat event, the Lease with regard to the applicable area shall commence upon the\ndate that Lessor shall tender to Lessee possession of the Premises and terminate\nmidnight of March 31, 2003.\n\n     3.   BASE RENT\n\n          (a)  Lessee shall pay to Lessor during the Term a base rent\n(hereinafter called 'Base Rent') for the Original Premises in the amount of\nSeventeen and 50\/100 Dollars ($17.50) per square foot per year for a total\nannual rent of Seventy-six thousand, Five hundred Twenty-seven and 50\/100\nDollars ($76,527.50). Lessee shall pay Base Rent for the Additional Premises in\nthe amount of Thirty-Three and 00\/100 Dollars ($33.00) per square foot per year\nfor a total annual rent of Two hundred thirty-eight thousand Nine hundred twenty\nDollars ($238,920). All such Base Rent shall be payable in advance on or before\nthe first day of each month of the Term in an equal number of monthly\ninstallments (hereinafter called the 'Monthly Base Rent') of $6377.29 for the\nOriginal Premises and $19,910.00 for the Additional Premises. If the Term for\neither of the Original Premises or the Additional Premises commences on a date\nother than the first day of a month, Lessee shall pay to Lessor a pro rata\nportion of the Monthly Base Rent for \n\n\n                                       2\n\n\n\nsuch area, prorated on the basis of a thirty (30) day month, with respect to \nthat portion of the calendar month within the Term.\n\n          (b)  Upon each anniversary of the commencement of the Lease for each \nof the Original Premises and the Additional Premises, the Base Rent for such \narea shall increase by four percent (4%) over the Base Rent payable for the \npreceding year.\n\n     4.   USE AND OCCUPANCY\n\n          Lessee shall use and occupy the premises for general office use and\nreasonable other uses incidental thereto and for no other purpose.\n\n     5.   COVENANT TO PAY RENT\n\n          Lessee shall pay Base Rent and any additional rent (hereinafter called\n'Additional Rent') as hereinafter provided (Base Rent and Additional Rent\nhereinafter collectively called 'Rent') to Lessor without demand and without\ncounterclaim, deduction or setoff. Lessee shall pay Rent at the address set\nforth hereinbelow, or as may otherwise be directed by written notice from Lessor\nto Lessee.\n\n     6.   COMPLIANCE WITH THE LAW\n\n          (a)  Lessee shall not (i) use the Premises, (ii) permit anything to be\ndone in or upon the Premises, or (iii) permit the Premises to be in a condition\nwhich shall, in any manner, conflict with any law, statute, ordinance, rule,\nregulation or restriction now in force or which may hereafter be in force of any\nfederal, state or local government. Lessee shall comply, at \n\n\n                                       3\n\n\n\nLessee's sole cost and expense, with all such laws, statutes, ordinances, rules,\nregulations and restrictions and with the requirements of any board of fire\ninsurance underwriters, or any similar body now or hereafter constituted,\nrelating to or affecting the condition, use or occupancy of the Premises;\nprovided, however, that Lessee shall not hereby be under any obligation to make\nany structural change in or alternation to the leased Premises, unless caused or\narising as a result of Lessee's acts or omissions or the acts or omissions of\nLessee's agents, servants, visitors or licensees, and provided further, that\nLessee shall not hereby be under any obligation to make any change to the\nelectrical, plumbing or HVAC systems. Lessee shall not (i) cause, maintain or\npermit any public nuisance in or upon the Premises, (ii) commit or suffer to\ncommitted any waste in or upon the Premises or (iii) engage in any activity\nwhich shall be hazardous, on account of fire or other peril to the Premises.\n\n          (b)  Lessor represents that on the commencement of the Lease, to the \nbest of its knowledge, the Premises will comply with all applicable laws,\nordinances, rules and regulations of governmental authorities and Lessor\nwarrants that during the Term it will comply with all such applicable laws,\nordinances, rules or regulations regarding the Premises and the Building except\nto the extent Tenant or other tenants must comply.\n\n     7.   CARE AND REPAIR OF PREMISES\n\n          (a)  Lessor shall maintain and repair the common areas, the roof, the \nexterior walls and glass and the structural elements of the Building, including\nexisting electrical, H.VA.C. or approved items in paragraph 8, ALTERATIONS,\nADDITIONS OR IMPROVEMENTS provided, however, all damage or injury to the\nBuilding, or to the fixtures, equipment and appurtenances located therein,\nwhether requiring structure or nonstructural repairs, caused by or resulting\nfrom Lessee's use or occupancy of the Premises shall be repaired \n\n\n                                       4\n\n\n\nat Lessee's sole cost and expense. Lessor and Lessor's agents, employees and\ncontractors shall have the right to enter the Premises at such times as Lessor\ndeems necessary to inspect and examine the same and to make such repairs,\nadditions alterations and improvements as lessor desires to make to the\nBuilding. Lessor shall have the right to take any and all needed materials into\nand through the Premises that may be required to perform such repairs,\nadditions, alterations and improvements without being liable to lessee, unless\ndone in a manner which constitutes gross negligence or willful misconduct.\nLessor shall use reasonable efforts not to interfere with the lessee's use or\noccupancy of premises. Rent shall not abate during any period when Lessor shall\nbe performing any work in or about the Building necessitated by Lessee's\nnegligence, or otherwise. Lessee waives any claim or cause of action against\nLessor for damages by reason of loss or interruption to Lessee's business and\nprofits due to such work.\n\n          (b)  Lessee shall, at Lessee's sole cost and expense, keep the \nPremises in good repair and condition and replace any and all broken glass in\nthe Premises with glass of the same quality and size, unless such repairs are\noccasioned by the Lessor's gross negligence or willful misconduct. Lessee shall\nbe responsible for complying with all federal, state or local laws relating to\nthe Premises and its use thereof, including but not limited to the Americans\nwith Disabilities Act ('ADA') and the Occupational Health and Safety Act\n('OSHA'). Lessee shall indemnify and save Lessor harmless from and against any\nloss, cost or expense in connection with damage to the Building caused by or\nattributable to Lessee's failure to keep the Premises in good repair and\ncondition or due to Lessee's use or occupancy of the same, normal wear and tear\nexcepted.\n\n          (c)  All alterations, additions and improvements to the Premises made \nby Lessor or Lessee, whether temporary or permanent in character, shall be\nLessor's property, without compensation or payment to Lessee, and shall remain\nupon the Premises at the \n\n\n                                       5\n\n\ntermination of the Lease, unless Lessor requires the removal of such\nalterations, additions or improvements by written notice to Lessee within\nfifteen (15) days after the termination of the Lease. Notwithstanding the\nforegoing, so long as the lease remains in effect and Lessee is not in default\nhereunder, Lessee may remove all moveable personal property, business and\nfixtures, furniture and equipment which is not attached to the Premises,\nprovided Lessee repairs any damage caused by such removal.\n\n          (d)  Not later than the final day of the Term, Lessee shall, at \nLessee's sole cost and expense, remove all property which Lessee shall have the\nright to remove, pursuant to paragraph (c) above, from the Premises and repair\nall injury to the Building in connection with Lessee's removal of the same.\nLessee shall surrender the Premises in as good condition as the Premises were in\nat the commencement of the Term, reasonable wear and tear and damage by fire,\nthe elements, casualty or other cause not due to the act or omission of Lessee\nor Lessee's visitors or licensees excepted. All property of Lessee remaining on\nthe Premises after the final day of the Term shall be conclusively deemed\nabandoned and may be removed by Lessor; and Lessee shall reimburse Lessor for\nthe cost of such removal. Lessor may store property so removed at Lessee's sole\ncost, expense and risk, for a period of up to thirty (30) days.\n\n     7A.  CONDITION OF THE PREMISES AND TENANT IMPROVEMENTS\n\n          (a)  Lessee acknowledges that it has examined the Premises and except \nas set forth in this paragraph 7A, it accepts the Premises in their as-is\ncondition.\n\n          (b)  Lessor shall install building standard carpeting and erect \ndemising walls in the Original Premises and make such other improvements to the\nOriginal Premises necessary to bring such area in compliance with ADA and other\nrelevant statutes and ordinances. \n\n\n                                       6\n\n\n\nNotwithstanding the foregoing, in no event will Landlord be required to pay more\nthan $100,168.00 for such tenant improvements to the Original Premises. The cost\nof any additional work in excess of $100,168.00 shall be Tenant's\nresponsibility.\n\n          (c)  Landlord shall reimburse Tenant up to $10.00 per rentable square \nfoot for tenant improvements. Such reimbursement shall be made upon presentation\nof verifiable proof of payment for direct services or material for such\nimprovements.\n\n          (d)  Notwithstanding anything to the contrary herein, any tenant \nimprovements performed by or on behalf of Tenant shall be subject to all of the\nprovisions of Section 8 of this Lease.\n\n     8.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS\n\n          Lessee shall have the right to make alterations, additions and \nimprovements to the Premises; provided, however, any alterations, additions and\nimprovements to the Premises shall be made subject to the following conditions;\n\n          (a)  Lessor shall have the right to approve, in writing, all \nalterations, additions and improvements to the Premises, which approval shall\nnot be unreasonably withheld or delayed.\n\n          (b)  No alterations, additions or improvements shall be made which \nshall impair the structural soundness or diminish the value of the Premises, the\nBuilding or the Office Building Area.\n\n\n\n                                       7\n\n\n\n          (c)  No alterations, additions or improvements shall be undertaken \nuntil Lessee shall have procured and paid for all required municipal and other\ngovernment permits and authorizations.\n\n          (d)  All work done in connection with any alteration, addition or \nimprovement shall be done in a good and workmanlike manner and in compliance\nwith the applicable building and zoning laws, and all other laws, ordinances,\norders, rules, regulations and requirements of all federal, state and municipal\ngovernments, and in accordance with the underwriters or any other body now or\nhereafter constituted exercising similar functions; and Lessee shall procure a\ncertificate of occupancy, and any other certificates, if the same shall be\nrequired by law.\n\n          (e)  At all times when any alterations, additions and improvements \nshall be in progress, there shall be maintained, at Lessee's or Lessee's\ncontractors' sole cost and expense, (i) worker's compensation insurance in\naccordance with the laws of the State of California and covering all persons\nemployed in connection with the alteration, addition or improvement, and (ii)\ngeneral liability insurance for the mutual benefit of Lessee and Lessor,\nexpressly covering the hazards attributable to the alteration, addition or\nimprovement.\n\n          (f)  Lessee shall keep the Premises free from any liens arising out \nof work performed, materials furnished or obligations incurred by Lessee and \nshall indemnify, save harmless and defend Lessor from and against any lien or\nencumbrance arising out of any work performed or materials furnished by or at\nthe direction of Lessee. In the event that Lessee shall not, within ten (10)\ndays following the filing of any such lien, cause the same to be released of\nrecord by payment or posting of a proper bond, Lessor shall have, in addition to\nall other remedies provided herein any by law, the right, but no obligation, to\ncause the same to be released by such means as Lessor shall deem proper,\nincluding payment of the claim giving rise \n\n\n                                       8\n\n\n\nto such lien. Lessee shall pay all such sums paid by Lessor, and all reasonable\nexpenses incurred by Lessor in connection therewith, to Lessor on demand, with\ninterest at the rate of ten percent (10%) per annum. Lessor shall have the right\nat all times to post and keep posted on the Premises any notices permitted or\nrequired by law, or which Lessor shall deem proper, for the protection of Lessor\nand the Premises, and any other party having an interest therein, from\nmechanics' and materialmen's liens. Lessee shall give Lessor at least ten (10)\nbusiness days' prior written notice of the expected date of commencement of any\nwork relating to alterations, additions and improvements to the Premises.\n\n     9.   ACTIVITIES INCREASING FIRE INSURANCE RATE\n\n          Lessee shall not do or permit any act or thing to be done in or to the\nPremises which shall be contrary to law or which shall invalidate or be in\nconflict with the fire and extended coverage policies of insurance at any time\ncarried by or for the benefit of Lessor with respect to the Premises or the\nBuilding or which shall or might subject Lessor to any liability or\nresponsibility to any person or for property damage, nor shall Lessee keep\nanything in the Premises except as now or hereafter permitted by the board of\nfire insurance underwriters or other authority having jurisdiction over the\nBuilding, and then only in such manner and such quantity so as not to increase\nthe rate for fire insurance applicable to the Building, nor use the Premises in\na wrongful manner which shall increase the insurance rate for the Building or\nany property located therein over that in effect prior to the commencement of\nthe Term. Lessee shall pay all costs, expenses, fines, penalties and damages\nwhich may be imposed upon Lessor by reason of Lessee's failure to comply with\nthe provisions of this paragraph; and if by reason of such failure, fire\ninsurance premiums shall be higher than such premiums would otherwise be, Lessee\nshall reimburse Lessor, as Additional Rent, for that portion of all fire\ninsurance premiums thereafter paid by Lessor which shall have been charged\nbecause of such failure by Lessee.\n\n\n                                       9\n\n\n\n     10.  ASSIGNMENT AND SUBLETTING\n\n          (a)  Except as expressly permitted in this paragraph, Lessee shall \nnot, without the prior written consent of Lessor (which consent shall not be\nunreasonably withheld, conditioned or unduly delayed), assign or hypothecate\nthis Lease or any interest herein or sublet the Premises or permit the use of\nthe Premises by any party other than Lessee. Any of the foregoing acts without\nsuch consent shall be void and shall, at the option of Lessor, terminate this\nLease. This Lease shall not be assignable as to the interest of Lessee by\noperation of law without the written consent of Lessor, which consent shall not\nbe unreasonably withheld by Lessor. Notwithstanding anything to the contrary\nherein, in no event may Lessee sublease less than all of the Premises.\n\n          (b)  If at any time or from time to time during the term of this \nLease, Lessee desires to sublet all of the Premises, Lessee shall give notice to\nLessor setting forth the terms of the proposed subletting. Lessor shall have the\noption, exercisable by notice given to Lessee within ninety (90) days after\nLessee's notice is given, either to sublet from Lessee such space at the rental\nand other terms set forth in Lessee's notice or to terminate this Lease. If\nLessor does not exercise such option, Lessee shall be free to sublet such space\nto any third party, subject to the following conditions:\n\n               1.   The sublease shall be on the same term set forth in the\n                    notice given to Lessor;\n\n               2.   No sublease shall be made without the prior written consent\n                    of Lessor, which consent Lessor agrees will not unreasonably\n                    be \n\n\n                                       10\n\n\n\n                    withheld as to a subletting of the entire Premises.\n                    Notwithstanding the foregoing, consent shall be given within\n                    (30) days.\n\n               3.   No sublease shall be valid and no sublessee shall take\n                    possession of the Premises subleased until an executed\n                    counterpart of such sublease has been delivered to Lessor;\n\n               4.   No sublessee shall have a right further to sublet; and\n\n               5.   Fifty percent (50%) of any sums or other economic\n                    consideration received by Lessee as a result of such\n                    subletting (except rental or) other payments received which\n                    are attributable to the amortization of the cost of\n                    leasehold improvements, other than building standard tenant\n                    improvements, or equal to such as are provided by Lessor to\n                    Lessee as of the commencement date of this lease, made to\n                    the sublet portion of the Premises by Lessee and brokerage\n                    commissions paid by Lessee) whether denominated rentals\n                    under the sublease or otherwise, which exceed, in the\n                    aggregate, the total sums which Lessee is obligated to pay\n                    Lessor under this Lease (prorated to reflect obligations\n                    allocable to that portion of the Premises subject to such\n                    sublease) shall be payable to Lessor without reducing any\n                    other obligation of Lessee hereunder.\n\n          (c)  Notwithstanding the provisions of subparagraphs (a) and (b) \nabove, Lessee may assign this Lease or sublet the Premises or any portion\nthereof, without Lessor's consent and without extending any option to Lessor, to\nany corporation which controls, is controlled by or is \n\n\n                                       11\n\n\n\nunder common control with Lessee, or to any corporation resulting from the merge\nor consolidation with Lessee, or to any person or entity which acquire all the\nassets of Lessee as a going concern of the business that is being conducted on\nthe Premises, provided that said assignee assumes, in full, the obligations of\nLessee under this Lease. And further, that said assignee's net worth is equal to\nor greater than Lessee's at the time of such assignment.\n\n          (d)  Regardless of Lessor's consent, no subletting or assignment \n(including but not limited to any subleasing or assignment pursuant to Section\n10(c) above) shall release Lessee or Lessee's obligation or alter the primary\nliability of Lessee to pay the rental and to perform all other obligations to be\nperformed by Lessee hereunder. The acceptance of rental by Lessor from any other\nperson shall not be deemed to be a waiver by Lessor of any provision hereof.\nConsent to one assignment or subletting shall not be deemed consent to any\nsubsequent assignment or subletting. In the event of default by any assignee of\nLessee or any successor of Lessee in the performance of any of the terms hereof,\nLessor may proceed directly against Lessee without the necessity of exhausting\nremedies against such assignee or successor.\n\n          (e)  In the event Lessee shall assign or sublet the Premises or \nrequest the consent of Lessor to any assignment or subletting or if Lessee shall\nrequest the consent of Lessor for any act that Lessee proposed to do, then\nLessee shall pay Lessor's reasonable attorneys' fees incurred in connection\ntherewith.\n\n     11.  COMPLIANCE WITH RULES AND REGULATIONS\n\n          Lessee shall observe and comply with the Rules and Regulations \nhereinafter set forth in Exhibit C, attached hereto and incorporated herein by\nreference thereto, and with such further reasonable Rules and Regulations as\nLessor may prescribe, on written notice to Lessee, \n\n\n                                       12\n\n\n\nfor the safety, care and cleanliness of the Building and the comfort, quiet and\nconvenience of the other occupants of the Building. However, nothing in the\nLease shall be construed to impose upon Lessor any duty or obligation to enforce\nthe Rules and Regulations or the terms, covenants and condition in any other\nlease as against any other tenant; and Lessor shall not be liable to Lessee for\nviolations of the same by any other tenant or the servants, employees, agents,\nvisitors or licensees of such tenant. Lessor shall, however, to the extent\nreasonably possible, enforce the rules in a reasonable and non-discriminating\nmanner.\n\n          Lessee shall not place a load upon any floor of the Premises exceeding\nthe floor load per square foot area which such floor is designed to carry and\nwhich is allowed by law. Lessor reserves the right to prescribe the weight and\nposition of all safes, business machines and mechanical equipment. Such\ninstallation shall be placed and maintained by Lessee at Lessee's sole cost and\nexpense, in a setting sufficient, in Lessor's sole judgment, to absorb and\nprevent vibration, noise and annoyance.\n\n     12.  CASUALTY\n\n          In the event the Building is damaged by fire or any other casualty to \nsuch an extent that the cost of restoring the same, as reasonably estimated by\nLessor, shall be equal to or exceed twenty-five percent (25%) of the replacement\nvalue of the Building, exclusive of foundations, as calculated immediately prior\nto the occurrence of the damage, Lessor shall have the right, which shall be\nexercised by written notice to Lessee no later than the sixtieth (60th) day\nfollowing such damage, to terminate the Lease. In the event the cost of\nrestoring the Building shall be equal to or exceed fifty percent (50%) of such\nreplacement value and if the Premises shall not be reasonably usable for the\npurpose for which the Premises are leased hereunder, Lessee shall have the\nright, which shall be exercised by written notice to Lessor no later than the\n\n\n                                       13\n\n\n\nsixtieth (60th) day following such damage, to terminate the Lease. In the event\nLessor or Lessee elect to terminate the Lease pursuant to this paragraph, the\nLease shall terminate on the thirtieth (30th) day after said notice and Lessee\nshall surrender possession of the Premises on such date. Rent shall be\napportioned as of the date of termination or, if earlier, the date on which the\nPremises become unusable by Lessee by virtue of such damage; provided, however,\nLessor shall have the right to retain any and all Rent paid for periods after\nthe termination date to the extent that Lessee shall be liable for damage to the\nBuilding.\n\n          If the cost of restoration, as estimated by Lessor, shall be less than\ntwenty-five percent (25%) of the replacement value of the Building, exclusive of\nfoundations, or if, despite the replacement costs, Lessor shall not elect to\nterminate the Lease, Lessor shall restore the Building with reasonable\npromptness, subject to delays (i) beyond Lessor's control and (ii) in making\ninsurance adjustments between Lessor and Lessor's insurance carrier, it being\nunderstood that Lessor need not expend more than the insurance proceeds it\nreceives for such restoration. Notwithstanding the foregoing to the contrary, in\nthe event Lessor elects to restore the Building, Lessee shall have no right to\nterminate the Lease. Lessor shall not be required to repair fixtures,\nimprovements, alterations and additions owned by made by or paid for by Lessee.\n\n          In the event the Premises shall be damaged by fire or any other\ncasualty, Lessee may abate Rent to the extent the Premises are untenantable;\nprovided, however, Lessee may not abate rent if damage to the Building shall be\nattributable, in whole or in part, to the act or omission of Lessee or Lessee's\nagents, servants, employees, visitors or licensees.\n\n        All insurance proceeds payable under insurance policies carried by\nLessor in connection with the Building shall be the sole property of Lessor, and\nLessee shall have no right, claim or interest in any proceeds payable under such\ninsurance policies.\n\n\n                                       14\n\n\n\n     13.  WAIVER OF SUBROGATION\n\n          Lessee shall obtain for the benefit of Lessor and express waiver of\nsubrogation from every insurance carrier issuing insurance to Lessee in\nconnection with Lessee's use and occupancy of the Premises. Lessee shall\nindemnify and save lessor harmless from and against any loss, cost or expense\nwhich Lessor shall suffer by reason of Lessee's failure to obtain said waiver of\nsubrogation.\n\n          Lessor shall obtain for the benefit of Lessee and express waiver of\nsubrogation from every insurance carrier issuing casualty insurance to Lessor.\nLessor shall indemnify and save lessee harmless from and against any loss, cost\nor expense which Lessee shall suffer by reason of Lessor's failure to obtain\nsaid waiver of subrogation.\n\n     14.  LESSOR'S NONLIABILITY\n\n          Lessor shall not be liable, and Lessee waives all liability, for any\ncause of action arising from interior damage which may be sustained by goods,\nwares, merchandise or property of Lessee or Lessee's employees, invitees,\ncustomers or any other person in or about the Premises caused by or resulting\nfrom fire, steam, electricity, gas water or rain which may leak or flow from or\ninto any part of the Premises, or from the breakage, leakage, obstruction or\nother defects of the pipes, sprinklers, wires, appliances, plumbing, air\nconditioning and lighting fixtures of the same, whether said damage or injury\nresults from conditions arising upon the Premises or upon other portions of the\nBuilding or from other sources, provided that the same shall not be attributable\nto the active negligence or willful misconduct of Lessor. Lessor shall not be\nliable for any damage or injury arising from any act or omission of any other\ntenant of the Building. \n\n\n                                       15\n\n\n\nNotwithstanding anything to the contrary herein, in no event shall any\nshareholder, partner, officer or director of Lessor have any personal liability\narising from or relating to this Lease nor shall Lessor have any liability\nhereunder greater than the value of its interest in the Building. Should Lessor\nsell its interest in the Building, it shall have no liability hereunder accruing\nafter the closing of such sale.\n\n     15.  INDEMNIFICATION OF LESSOR\n\n          (a)  Lessee shall indemnify and save Lessor harmless from and against\n(i) any and all liabilities, penalties, losses, damages, costs, expenses,\ndemands, causes of action, claims and judgments arising from or growing out of\nany injury to any person, or any damage to any property, as a result of any\naccident or other occurrence during the Term occasioned by the negligence or\nwillful misconduct of Lessee or Lessee's officers, employees, agents, servants,\nsubtenants, licensees, contractors, invitees and permittees, or arising from or\ngrowing out of the use, maintenance occupancy or operation of the Premises and\n(ii) all legal costs and charges, including reasonable attorneys' fees, incurred\nin and about any such matters, in the defense of any action arising out of the\nsame or in discharging the Premises, or any part thereof, from any and all\nliens, charge or judgments which may accrue or be place thereon by reason of any\nact or omission of Lessee. \n\n          (b)  Lessor shall indemnify and save Lessee harmless from and against\n(i) any and all liabilities, penalties, losses, damages, costs, expenses,\ndemands, causes of action, claims and judgments arising from or growing out of\nany injury to any person, or any damage to any property, as a result of any\naccident or other occurrence during the Term occasioned by the negligence or\nwillful misconduct of Lessor or Lessor's officers, employees, agents, servants,\nsubtenants and contractors, or as a result of any default by lessor in\nobservance or performance of any terms, covenants or conditions of the lease on\nthe lessor's part to be observed or \n\n\n                                       16\n\n\n\nperformed and (ii) all legal costs and charges, including reasonable attorneys' \nfees, incurred in and about any such matters .\n\n     16.  EMINENT DOMAIN\n\n          If the Building shall be taken under the power of eminent domain, or\nsold by Lessor under the threat of the exercise of the power of eminent domain,\nthe Lease shall automatically terminate as of the date the condemning authority\ntakes title.\n\n          If twenty-five percent (25%) or more of the total square footage of\nthe Building or the Premises shall be taken under the power of eminent domain,\nLessor shall have the right to terminate the Lease upon thirty (30) days' prior\nwritten notice to Lessee.\n\n          If fifty percent (50%) or more of the total square footage of the\nPremises shall be taken under the power of eminent domain, Lessee shall have the\nright to terminate the Lease upon thirty (30) days' prior written notice to\nLessor.\n\n          Lessor and Lessee shall be required to exercise their respective\nrights to terminate the Lease within thirty (30) days of the taking which shall\ngive rise to such right.\n\n          In the event the Lease is not terminated due to any taking under the\npower of eminent domain, the Lease shall remain in full force and effect,\nprovided the Base Rent shall be reduced in the proportion that the rentable area\ntaken within the Premises bears to the total rentable area of the Premises. All\nawards for the taking of any part of the Premises or payment made under the\nthreat of the exercise of the power of eminent domain, including but not limited\n\n\n                                       17\n\n\n\nto any award for Lessee's leasehold interest, shall be the property of Lessor,\nwhether made as Compensation for the taking of the fee or severance damages.\n\n          Lessee shall have the right to claim and recover from the condemning\nauthority, but not from the Lessor nor in diminution of any award due Lessor,\nsuch compensation as may be separately awarded or recoverable by Lessee in\nLessee's own right on account of the taking of any or all of Lessee's leasehold\nimprovements, furniture, fixtures and equipment; and for or on account of any\ncost or loss to which the Lessee be put in removing Lessee's merchandise,\nfurniture, fixtures and equipment, and in locating suitable substitute premises,\nor in the event of a partial taking, in modifying the remaining portion of the\nPremises for its usage.\n\n     17.  EVENTS OF DEFAULT\n\n          The occurrence of the following events shall constitute a default on\nthe part of Lessee with or without notice from Lessor:\n\n          (a)  The filing of a voluntary petition in bankruptcy by Lessee, a\nvoluntary petition for an arrangement, a voluntary or involuntary petition for\nreorganization or the filing of an involuntary petition by Lessee's creditors,\nand in which case when such involuntary petition remains undischarged for a\nperiod of thirty (30) days;\n\n          (b)  The attachment, execution thereon or other judicial seizure of\nall or substantially all of Lessee's assets or this leasehold and the same \nremaining undismissed or undischarged for a period of thirty (30) days after the\nlevy thereof;\n\n\n                                       18\n\n\n\n          (c)  The abandonment, vacation or desertion of the Premises for more\nthan ten (10) days;\n\n          (d)  The failure to pay Rent within five (5) business days after \nnotice from Lessor to Lessee that such payment shall be due; and\n\n          (e)  The failure to observe or perform any of the covenants, \nconditions or provisions of the Lease, other that the covenant to pay Rent,\nwhere such failure shall continue for a period of then (10) days after notice\nthereof from Lessor to Lessee; provided, however, if such default cannot be\ncured solely by payment of money and more than ten (10) days are reasonably\nrequired for a cure, Lessee shall not be in default if Lessee shall commence\nsuch cure within said ten (10) day period and thereafter diligently prosecute\nsuch cure to completion.\n\n     18.  LESSOR'S REMEDIES\n\n          In the event of any default by Lessee, Lessor may at any time \nthereafter, with or without limiting Lessor in the exercise of any right or\nremedy at law or in equity which Lessor may have by reason of such default:\n\n          (a)  Maintain the Lease in full force and effect and recover the Rent \nand other monetary charges as such amounts become due, without terminating\nLessee's right to possession, irrespective of whether Lessee shall have\nabandoned the Premises. In the event Lessor elects not to terminate the Lease,\nLessor shall have the right to attempt to relet the Premises at such Rent, upon\nsuch conditions and for such a term, and to do all acts necessary to maintain or\npreserve the Premises, as Lessor deems reasonable and necessary without being\ndeemed elected to terminate the Lease, including removal of all persons and\nproperty from the Premises. In the event any \n\n\n                                       19\n\n\n\nsuch reletting occurs, the Lease shall terminate automatically upon the new\ntenant taking possession of the Premises. In the event of such termination,\nLessor shall be entitled to recover from Lessee all damages incurred by Lessor\nby reason of Lessee's as default specified in the following paragraph.\n\n          (b)  Terminate Lessee's right to possession by any lawful means, in \nwhich case the Lease shall terminate and Lessee shall immediately surrender\npossession of the Premises to Lessor. In such event, Lessor shall be entitled to\nrecover from Lessee all damages incurred by Lessor by reason of Lessee's default\nincluding, without limitation, the following: (i) the worth at the time of the\naward of any unpaid Rent which had been earned at the time of such termination;\nplus (ii) the worth at the time of award of the amount by which the unpaid Rent\nwhich would have been earned after termination until the time of award exceeds\nthe amount of such rental loss that Lessee proves could have been reasonably\navoided; plus (iii) the worth at the time of award of the amount by which the\nunpaid Rent for the balance of the Term after the time of award exceeds the\namount of such rental loss that Lessee proves could be reasonably avoided; plus\n(iv) any other amount necessary to compensate Lessor for all the detriment\nproximately caused by Lessee's failure to perform Lessee's obligations under the\nLease or which in the ordinary course of things would be likely to result\ntherefrom. Upon any reentry, Lessor shall have the right to make any reasonable\nrepairs, alterations or modifications to the Premises which Lessor deems\nreasonable and necessary. As used in this paragraph, the 'worth at the time of\naward' shall be computed by discounting such amount at the discount rate of the\nFederal Reserve Bank of San Francisco at the time of award plus one percent\n(1%).\n\n          In addition to the foregoing remedies, Lessor shall have, so long as \nthe Lease is not terminated, the right to remedy any default of Lessee and to\ncause a receiver to be appointed to administer the Premises and new or existing\nsubleases.\n\n                                       20\n\n\n\n          Each right and remedy of Lessor provided for in the Lease shall be\ncumulative and shall be in addition to every right or remedy provided for in the\nLease or now or hereafter existing at law or in equity or by statute or\notherwise. The exercise of any one or more of the rights and remedies provided\nfor in the Lease, or now or hereafter existing at law or in equity or by statute\nor otherwise, shall not preclude the simultaneous or later exercise by Lessor of\nany or all other rights or remedies provided for in the Lease or now or\nhereafter existing at law or in equity by statute or otherwise.\n\n          The failure of Lessor to insist upon the strict performance of any\nterm in the Lease or to exercise any right or remedy contingent upon a default\nthereof, and the acceptance of full or partial payment of Rent during the\ncontinuance of any such default, shall not constitute a waiver of such default\nor of any such terms. Efforts by Lessor to mitigate the damages caused by\nLessee's breach of the Lease shall not be construed to be a waiver of Lessor's\nright to recover damages under the Lease.\n\n     18A. LESSOR'S DEFAULT\n\n          Lessor's failure to perform or observe any of its Lease obligations\nafter a period of thirty (30) business days or the additional time, if any, that\nis reasonably necessary to promptly and diligently cure the failure after\nreceiving notice from Lessee shall be a Lessor Default. The notice shall be\ngiven in reasonable detail, the nature and extent of the failure and identigy\nthe Lease provision(s) containing the obligation(s). After Lessee receives\nnotice of a mortgagee or other lien holder's name and address, Lessee shall, if\nso directed by Lessor or such mortgagee or other lien holder, provide notice as\notherwise provided in this Section to such party of any Lessor Default. Lessee\nshall have the remedies provided at law for such Lessor Default, subject to the\n\n\n                                       21\n\n\n\nlimitations and requirements of this Lease, provided that in no event will\nLessee have the right to self help at Lessor's expense nor will it have the\nright to withhold or offset any rent, additional rent or any other payment due\nunder this Lease.\n\n     19.  WAIVER OF COVENANTS OR CONDITIONS\n\n          No waiver of any default of breach of any covenant of either party\nhereunder shall be implied from any omission by either party to take action on\naccount of such default if such default persists or is repeated and an express\nwaiver shall be operative only for the time and to the extent therein stated.\nWaivers of any covenant, term or condition contained herein by either party\nshall not be construed as a waiver of any subsequent breach of the same\ncovenant, term or condition. The consent or approval by either party to or for\nany act by either party requiring further consent or approval shall not be\ndeemed to waive or render unnecessary consent or approval of such party to or\nfor any subsequent similar acts.\n\n\n                                       22\n\n\n\n     20.  SUBORDINATION OF LEASE\n\n          The Lease shall be subject and subordinate to (i) any underlying\nleases and to any first mortgage or trust deed which may now or hereafter affect\nsuch leases or the Office Building area and (ii) any renewals, modifications,\nconsolidations and replacements of said underlying leases and said first\nmortgage or trust deed. No instrument or act on the part of Lessee shall be\nnecessary to effectuate such subordination; provided, however, Lessee shall\nexecute and deliver such further instruments confirming such subordination of\nthe Lease as may be desired by any mortgagee or beneficiary under a trust deed\nand by any lessor under an underlying lease. Lessee hereby appoints as Lessee's\nattorney-in-fact to execute and deliver any such instrument for Lessee. If any\nunderlying lease to which the Lease shall be subject terminates, Lessee shall,\non timely request, attorn to the owner of the reversion. As long as Lessee is\nnot in default in the payment of rental or any other covenants or conditions of\nthis Lease, Lease shall not be terminated and the possession of Lessee shall not\nbe disturbed by the holder such mortgage or by any proceedings on the debt which\nany such mortgage secures, or by any person, firm or corporation whose rights\nwere acquired as a result of such proceedings or by virtue of a right or power\ncontained in any such mortgage.\n\n     21.  RIGHT TO CURE LESSEE'S BREACH\n\n          If Lessee breaches any term, covenant or condition of the Lease,\nLessor may, with or without notice to Lessee cure such breach at the expense of\nLessee; and the reasonable expenses, including attorneys' fees, incurred by\nLessor in so doing shall be deemed Additional Rent payable to Lessor on demand.\n\n\n                                       23\n\n\n\n     22.  NOTICES\n\n          Any notice by either party to the other shall be in writing and shall\nbe deemed to have been duly given if delivered personally or sent by United\nStates mail, duly registered or certified, with postage fully prepaid thereon as\nfollows:\n\n          To Lessor:          CBS Corporation\n                              51 West 52nd Street\n                              New York, New York 10019\n                              Attention: Real Estate Department\n\n          With a copy to:     KPIX\n                              855 Battery Street\n                              San Francisco, California 94111\n                              Attention: Controller\n\n          To Lessee:          CBS Marketwatch.com, LLC\n                              825 Battery Street\n                              San Francisco, CA 94111\n                              Attention: Chief Financial Officer\n\n          With a copy to:     CBS Corporation\n                              51 West 52nd Street\n                              New York, New York 10019\n                              Attention: Real Estate Department\n\n\n                                       24\n\n\n\n          and to:             Data Broadcasting Corp.\n                              1900 South Norfolk Street\n                              San Mateo, California 94443\n                              Attention: Vice President\n\n     Notice shall be effective forty-eight (48) hours after mailing.\n\n     23.  RIGHT TO INSPECT AND REPAIR\n\n          Lessor shall have the right to enter the Premises at any reasonable\ntime, emergencies excepted, for the purpose of inspecting or making repairs,\nreplacements or additions in, to, on or about the Building, as Lessor deems\nnecessary or desirable. Lessor may, during the progress of any work in the\nPremises related to such repairs, replacements or additions, take all necessary\nmaterials and equipment into the Premises without the same constituting an\neviction, nor shall Lessee be entitled to any abatement of Rent, except for\nsubstantial interference with Lessee's business, while such work is in progress\nor to any damages by reason of loss or interruption of business or otherwise.\nLessor shall have the right to enter the Premises at reasonable hours for the\npurpose of showing the same to same to prospective purchasers or mortgagees of\nthe Building and, during the last six (6) months of the Term, for the purpose of\nshowing the same to prospective tenants. Lessee shall have no claim or cause of\naction against Lessor by reason of Lessor's entry hereunder.\n\n     24.  INTERRUPTION OF SERVICES OR USE\n\n          Interruption or curtailment of any service maintained in the Building\ncaused by strikes, mechanical difficulties, government preemption in connection\nwith a national \n\n\n                                       25\n\n\n\nemergency, conditions of supply and demand effected by any government emergency\nor any causes beyond Lessor's control, whether similar or dissimilar to those\nenumerated, shall not entitle Lessee to any claim against Lessor or to any\nabatement in Rent and shall not constitute constructive or partial eviction.\n\n     25.  NO OTHER REPRESENTATIONS\n\n          No representations or promises shall be binding on the parties hereto\nexcept those representations and promises contained herein or in some future\nwriting signed by the party to be charged.\n\n     26.  QUIET ENJOYMENT\n\n          Lessor covenants that so long as Lessee shall pay Rent and perform the\nother terms, covenants and conditions of the Lease, Lessor shall have the\npeaceful and quiet enjoyment of the Premises; provided, however, that nothing\nherein shall be construed as requiring Lessor to enjoin, or attempt to enjoin,\nany act or neglect of any other tenant of the Building unless such tenant is\nclaiming a right to possession of the leased Premises.\n\n     27.  ESTOPPEL CERTIFICATE\n\n          Lessee shall, without charge, at any time and from time to time,\nwithin ten (10) days after receipt of request therefore by Lessor, execute,\nacknowledge and deliver to Lessor a written estoppel certificate certifying to\nlessor any mortgages, assignee of a mortgagee or any purchaser of the Building,\nor any other person designated by Lessor, as of the date of such estoppel\ncertificate, the following:\n\n\n                                       26\n\n\n          (a)  Whether or not Lessee is in possession of the Premises;\n\n          (b)  Whether or not the Lease is unmodified and in full force and\neffect (or if there has been a modification, that the Lease is in full force and\neffect as modified and setting forth such modification);\n\n          (c)  Whether or not there are then existing any setoffs or defenses\nagainst the enforcement of any right hereunder (and, if so, specifying the same\nin detail);\n\n          (d)  The dates, if any, to which Rent has been paid in advance;\n\n          (e)  That the Lessee has no knowledge of any then uncured defaults on\nthe part of Lessor under the Lease (or if Lessee had knowledge of any such\nuncured defaults, specifying the same in detail);\n\n          (f)  That Lessee has no knowledge of any event having occurred that\nauthorizes the termination of the Lease by Lessee (or if Lessee has such\nknowledge, specifying the same in detail); and\n\n          (g)  The address to which notices to Lessee should be sent.\n\n          Lessee's failure to deliver such statement within such time shall be\nconclusive upon Lessee (i) that the Lease is in full force and effect without\nmodification except as may be represented by Lessor, (ii) that there are no\nuncured defaults on the part of Lessor and (iii) that not more than one (1)\nmonth's Rent has been paid in advance.\n\n\n                                       27\n\n\n\n     28.  HOLDOVER TENANCY\n\n          If Lessee holds possession of the Premises after the Term, Lessee\nshall become a tenant at sufferance under the provisions hereof, but at a\nMonthly Base Rent of two hundred percent (200%) of the Monthly Base Rent for the\nlast month of the Term, payable in advance on the first day of each month.\nNothing herein shall relieve Lessee of any liability for any damages incurred by\nLessor as a result of Lessee's holding over without Lessor's consent.\n\n     29.  SERVICES TO BE PROVIDED BY LESSOR\n\n          (a)  Provided Lessee shall not be in default under the Lease, Lessor\nshall furnish the janitorial services set forth in Exhibit D, attached hereto\nand incorporated herein by reference thereto, subject to the conditions set\nforth therein. Except as set forth in Exhibit D, Lessee shall pay the cost of\nall services required by Lessee. Lessor shall not be liable for the failure to\nfurnish any of such services when such failure shall be caused by conditions\nbeyond the control of Lessor, including, but not limited to, acts of God,\naccidents, repairs and strikes; and such failure shall not constitute an\neviction, either constructive or partial. Lessor shall not be liable, under any\ncircumstance, for loss of, or injury to, property however occurring, through, in\nconnection with or incidental to the furnishing of or failure of the services\ndefined in Exhibit D or for any interruption to Lessee's business.\n\n          (b)  In addition to the janitorial services set forth in Exhibit D,\nupon execution hereof the parties shall enter into an ancillary agreement for\nthe provision by Landlord to Tenant of emergency generator and other ancillary\nservices, all on the terms and conditions set forth in Exhibit E.\n\n\n                                       28\n\n\n\n     30.  ELECTRICITY\n\n          (a)  Lessor shall furnish Standard Electrical Service to the Premises.\nLessor shall not be liable in any way to Lessee for any failure or defect in the\nsupply or character of electric energy furnished to the Premises by reason of\nany requirement, act or omission of the public utility serving the Building.\nLessor shall furnish and install all lighting tubes, lamps bulbs and ballasts\nrequired in the Premises. Lessor shall not be liable to Lessee for interruption\nin or curtailment of any utility service, nor shall any such interruption or\ncurtailment constitute constructive eviction or grounds for abatement of rent in\nfull or in part.\n\n          (b)  Standard Electrical Service shall, unless otherwise provided by\nagreement in writing between the parties, include electric current for use of\nusual office machines and equipment from 8:00 a.m. to 6:00 p.m., Monday through\nFriday, excluding holidays. Heating, ventilating and air conditioning will be\nprovided to the space for additional periods of time upon receipt of a request\ntherefore received at least two (2) hours prior to the time said service is\nrequested. Tenant shall pay the actual cost of such additional heating,\nventilating and air conditioning currently estimated to be approximately\nthirty-five dollars ($35) per hour. All installations of electrical fixtures,\nappliances and equipment within the Premises shall be subject to Lessor's prior\nwritten approval, which Lessor shall not be unreasonably withhold.\n\n     31.  ADDITIONAL RENT\n\n          Lessee shall pay, in addition to Base Rent, Additional Rent to cover\nLessee's proportionate share of the increased cost to Lessor for: (i) Operating\nExpenses of the Building and the Office Building Area over the Base Operating\nExpenses for such areas, (ii) Utility and \n\n\n                                       29\n\n\n\nEnergy Costs of the Building and the Office Building area over the Base Utility \nand Energy Cost for such areas, and (iii) Real Estate Taxes of the Building and \nthe Office Building Area over the Base Real Estate Taxes for such areas.\n\n          (a)  Operating Expenses Escalation\n\n          If the Operating Expenses for any Lease Year (including the initial\nyear), or proportionate part thereof, during the Term shall be greater than the\nBase Operating Expense adjusted proportionately for periods less than a Lease\nYear, Lessee shall pay to Lessor, as Additional Rent, Lessee's proportionate\nshare of all such excess over Base Operating Expenses. Operating Expenses shall\ninclude, by way of illustration and not by way of limitation, personal property\ntaxes in connection with equipment and machinery used in the repair and\nmaintenance of the Building and the Office Building Area, management fees,\nlabor, including all wages and salaries, Social Security taxes, and other taxes\nwhich may be levied against Lessor upon such wages and salaries, supplies,\nrepairs and maintenance, electricity for the common areas of the Building,\nmaintenance and service contacts, painting, wall and window washing, laundry and\ntowel service, tools and equipment (which are not required to be capitalized for\nfederal income tax purposes), fire and other insurance, trash removal, lawn\ncare, snow removal and all other items properly constituting direct operating\nexpenses according to generally accepted accounting principles, consistently\napplied, but not including depreciation of the Building or equipment, interest,\nincome or excess profit taxes, cost of maintaining Lessor's corporate existence,\nfranchise taxes, any expenditures required to be capitalized for federal income\ntax purposes or Office expenses, manager fees or salaries of Lessor's executive\nofficers. Base Operating Expenses shall be the Operating Expenses incurred by\nLessor for the period of January 1, 1998 through December 31, 1999 (hereinafter\nreferred to as the 'Base Year').\n\n\n                                       30\n\n\n          (b)  Fuel, Utilities and Electric Cost Escalation\n\n          In the event the fuel, utility and electric expenses, including any\nfuel surcharges or adjustments with respect thereto (collectively called\n'Utility and Energy Costs'), incurred by Lessor for the Premises for any Lease\nYear, or proportionate part thereof, during the Term shall be greater that the\nBase Utility and Energy Costs incurred during the Base Year, adjusted\nproportionately for periods less than a Lease Year, Lessee shall pay to Lessor,\nas Addition Rent, Lessee's proportionate share of all such excess Utility and\nEnergy Costs.\n\n          (c)  Real Estate Tax Escalation\n\n          If the Real Estate Taxes for the Building and the Office Building Area\nfor any Lease Year, or proportionate part thereof, during the Term shall be\ngreater than the Real Estate Taxes payable by Lessor during the Base Year,\nadjusted proportionately for periods less than a Lease Year, Lessee shall pay to\nLessor as additional Rent Lessee's proportionate share of all such excess Real\nEstate Taxes. 'Real Estate Taxes' shall mean all property taxes and assessments\nlevied against or imposed upon the Building and the Office Building area. If due\nto a future change in the method of taxation, any franchise, income or profit\ntax shall be levied against Lessor in substitution for, in lieu of, or in\naddition to any tax which would constitute a Real Estate Tax, such franchise,\nincome or profit tax shall be deemed to be a Real Estate Tax for the purposes\nhereof.\n\n          (d)  Lease Year\n\n          Lease Year shall mean the twelve (12) month period commencing on\nJanuary 1 and each twelve (12) month period thereafter. In the event any Lease\nperiod is less \n\n\n                                       31\n\n\n\nthan twelve (12) months, the Base Cost shall be adjusted to equal the proportion\nthat said period bears to the Lease Year and Lessee shall pay to Lessor, as \nAdditional Rent for such period, an amount equal to Lessee's proportionate share\nof the excess Operating Expenses for said period over the adjusted Base Costs.\n\n          (e)  Proportionate Share\n\n          Lessee's proportionate share of operating Expenses shall be Seven and\none tenth percent (07.1%), which share shall be adjusted from time to time by\nLessor to reflect the ratio of the square feet of the area rented to the Lessee\nas compared to the total number of square feet of rentable area of the Building\nmeasured from outside wall to outside wall. Lessor shall have the right to make\nchanges or revisions in the common areas of the Building so as to provide\naddition leasing area.\n\n          (f)  Payment\n\n          For each Lease Year of the Term, Lessee shall pay to Lessor in the\nmanner provided for herein, as Additional Rent, payable at the time of payment\nof Monthly Base Rent, Lessee's share of Operating Expenses.\n\n          Prior to determination of the actual amount of Lessee's share of\nOperating Expenses for any Lease Year, Lessee shall make monthly installment\npayments toward such share on an estimated basis, based on Lessor's estimate of\nLessee's share for the Lease year. Lessee shall pay Lessor on the first day of\neach month of each Lease Year one-twelfth (1\/12th) of Lessor's estimate.\n\n\n                                       32\n\n\n\n          After the end of each Lease Year during the Term, Lessor shall\ndetermine the amount, if any, by which the Operating Expenses during the Lease\nYear exceeded the Base Costs. Lessor shall provide to Lessee a statement of this\ndetermination, including Lessee's share of Operating Expenses for the Lease\nYear. Within thirty (30) days after the delivery of his statement for each Lease\nYear, Lessee shall pay to Lessor any deficiency between the amount shown as\nLessee's share of Operating Expenses for the Lease Year and the estimated\npayments made by Lessee toward such amount. In the event of excess estimated\npayments, Lessee shall be credited with the excess toward subsequent estimated\npayments.\n\n          Each expense statement provided by Lessor shall be conclusive and\nbinding upon Lessee unless within ninety (90) days after receipt of the expense\nstatement Lessee shall notify Lessor that Lessee disputes the correctness of the\nexpense statement, specifying the respect in which the expense statement is\nclaimed to be incorrect. Unless otherwise mutually agreed, any such dispute\nshall be determined by arbitration in San Francisco, California, in accordance\nwith the rules then prevailing of the American Arbitration Association. Pending\ndetermination of the dispute, Lessee shall pay any amount due from Lessee in\naccordance with the expense statement, but such payment shall be without\nprejudice to Lessee's position.\n\n          (g)  Books and Records\n\n          Lessor shall maintain books of account which shall be opened to Lessee\nand Lessee's authorized representatives, upon appointment with Lessor for a\nreasonable time, so Lessee may determine that Operating Expenses have, in fact,\nbeen paid or incurred.\n\n          (h)  The obligating of Lessee hereunder to pay Additional Rent for the\nfinal Lease Year of the Term shall survive the expiration of the Term.\n\n\n                                       33\n\n\n\n     32.  LESSEE'S INSURANCE REQUIREMENTS\n\n          Lessee shall, at all times during the Term and at Lessee's sole cost\nand expense, procure and continue in force comprehensive liability insurance,\nincluding, but without limitation, workmen's compensation insurance, bodily\ninjury liability insurance and property damage liability insurance in the\nfollowing amounts:\n\n          (a)  One Million Dollars ($1,000,000.00) per occurrence;\n\n          (b)  One Million Dollars ($1,000,000.00) per person; and\n\n          (c)  Five Hundred Thousand Dollars ($500,000.00) property damage \nnaming Lessor as an additional insured in the liability contract against \nliability, injury or death of any person in connection with the Building and the\nOffice Building Area and damage or destruction to any property thereon.\n\n          The foregoing insurance shall not limit the liability of Lessee. All\ninsurance required under the Lease shall be with companies of generally\nrecognized responsibilities and credit licensed to do business in California and\nreasonably satisfactory to Lessor. Such insurance shall be written in forms\nsatisfactory to Lessor.\n\n          Prior to the time such insurance shall be first required to be carried\nby lessee, and thereafter at least fifteen (15) days prior to the expiration of\nsuch policies, lessee shall deliver to lessor either a duplicate original of the\naforesaid policy or a certificate evidencing such insurance, provided such\ncertificate contains an endorsement that such insurance may not be \n\n\n                                       34\n\n\n\ncanceled except upon (30) days' written notice to Lessor, together with evidence\nof payment for the policy.\n\n          Upon failure at any time on the part of Lessee to procure and deliver\nto lessor the policy or certificate of Insurance, as hereinabove provided, at\nleast fifteen (15) days prior to the expiration of the prior insurance policy or\ncertificate, or to pay the premium therefore, Lessor shall have the right, as\noften as such failure shall occur, to procure such insurance and to pay the\npremium therefore; and Lessee shall pay to Lessor, upon demand, as Additional\nRent, any sums paid for such insurance by Lessor. Payment by Lessor of such\npremiums or the carrying by lessor of any such policy shall not be deemed to\nwaive or release the default of Lessee with respect thereto. Lessee's failure to\nprovide and keep in force the aforementioned insurance shall be regarded as a\ndefault under the Lease and shall entitle Lessor to exercise any or all of the\nremedies as provided in the Lease in the event of default.\n\n     33.  PERSONAL PROPERTY TAXES\n\n          Lessee agrees to pay all taxes imposed on the personal property and\nfixtures of Lessee and hold Lessor harmless therefrom.\n\n     34.  WAIVER OF TRIAL BY JURY\n\n          The parties waive trial by jury in any action or proceeding brought in\nconnection the Lease or the Premises.\n\n     35.  LATE CHARGE\n\n\n                                       35\n\n\n\n          Lessee hereby acknowledges that late payments by Lessee to Lessor of\nRent and other sums due under the Lease shall cause Lessor to incur expenses not\ncontemplated by the Lease, the exact amount of which shall be extremely\ndifficult to ascertain. Such costs include, but are not limited to, processing\nand accounting charges and late charges which may be imposed on Lessor by the\nterms of any mortgage or any trust deed in connection with the Office Building\nArea. Accordingly, if any installment of Rent or any other sum due under the\nlease from lessee shall not be received by Lessor or Lessor's designee within\nfive (5) business days after such amount shall be due, such amount shall accrue\ninterest at the rate of ten percent (10%) per annum, which Lessee shall pay to\nLessor, as Additional Rent, upon demand.\n\n     36.  BROADCASTING INTERFERENCE\n\n          Notwithstanding anything to the contrary in the Lease, Lessee warrants\nthat Lessee shall not do or permit any thing to be done in, on, or to the\nPremises which shall interfere in any manner whatsoever with any radio or\ntelevision broadcasting, however occurring or accomplished, which Lessor\ninitiates, receives or relays from, in or to the Building.\n\n          If, after verbal Notice from the Building Manager, or his\/her\ndesignated representative, the interference does not cease immediately, this\nwill be deemed a violation of this Warranty.\n\n          In the event of a violation of the warranty in this Section 36, Lessor\nshall have the right, to be exercised concurrently with, or in addition to all\nother rights and remedies under the Lease and as provided by law, to immediately\nterminate the Lease. If Lessor terminates the Lease due to a breach of this\nwarranty, Lessee shall immediately cease Lessee's use of the Premises and\nsurrender the same to Lessor.\n\n\n                                       36\n\n\n\n     37.  PARAGRAPH HEADINGS\n\n          The paragraph headings in the Lease and the position of the provisions\nherein are intended for convenience only and shall not be taken into\nconsideration in any construction or interpretation of the Lease or any of the\nprovisions of the Lease.\n\n     38.  APPLICABILITY TO HEIRS AND ASSIGNS\n\n          Subject to the provisions of paragraph (10) and the rider thereto, the\nprovisions of the Lease shall apply to, bind and inure to the benefit of the\nLessor and Lessee, and the respective heirs, successors, legal representatives\nand assigns of Lessor and Lessee. 'Assigns,' as applicable to Lessee, shall\ninclude only assignments by operation of law and shall not include voluntary\nassignments which are expressly prohibited by the lease. The term 'Lessor' shall\nmean only the owner, a mortgagee in possession, or a term lessee of the\nBuilding. In the event of any sale of the Building or any lease thereof, or if a\nmortgagee shall take possession of the Premises, the Lessor named herein shall\nbe and hereby is entirely freed and relieved of all covenants and obligations of\nLessor hereunder accruing thereafter, and it shall be deemed without further\nagreement that the purchaser, the term lessee of the Building, or the mortgagee\nin possession shall have assumed and agreed to carry out any and all covenants\nand obligations of Lessor hereunder. Lessee agrees to attorn to any purchaser,\nmortgagee or beneficiary at any such sale.\n\n     39.  [Intentionally Deleted]\n\n\n                                       37\n\n\n\n     40.  ATTORNEYS' FEES\n\n          In any action or proceeding which Lessor or Lessee may be required to\nprosecute to enforce their respective rights under the Lease, the unsuccessful\nparty therein shall pay all costs incurred by the prevailing party therein,\nincluding reasonable attorneys' fees, and said costs and attorneys' fees shall\nbe made a part of the judgment in said action.\n\n     41.  APPLICABLE LAW\n\n          The Lease and the rights and obligations of the parties hereto shall\nbe construed and enforced in accordance with the laws of the State of\nCalifornia.\n\n     42.  HAZARDOUS MATERIALS\n\n          Lessor has caused the building of which the Premises are a part to be\nexamined by consultants for asbestos and other toxic or hazardous materials. The\nreports by said consultants indicate no asbestos or toxic or hazardous materials\nwere found in the Premises. Copies of reports will be made available to tenant\nupon written request. Notwithstanding the foregoing, Lessor is not responsible\nfor any inaccuracies in such reports, it being understood that Lessor makes no\nrepresentation or warranty as to their completeness or accuracy. Tenant is\nadvised to conduct or have conducted such tests or surveys as tenant deems\nappropriate to satisfy tenant as to the safety of the Premises from asbestos or\ntoxic or hazardous materials. Tenant shall obtain Lessors consent to specific\ntests or studies to be conducted by tenant or tenants agents and Lessor shall\nnot unreasonably withhold such\n\n     43.  SURRENDER OF PREMISES\n\n\n                                       38\n\n\n\n          The voluntary or other surrender of the Lease by Lessee, or a mutual\ncancellation thereof, shall not work a merger and shall, at the option of\nLessor, terminate all or any existing subleases or subtenancies or may, at the\noption of Lessor, operate as an assignment to Lessor of any or all such\nsubleases or subtenancies.\n\n     44.  BROKERAGE\n\n          Lessor and Lessee each represent that they have not dealt with any\nbroker in connection with this Lease and Lessor and Lessee each agree to\nindemnify the other against any claims for commissions (and all damages and\ncosts relating thereto, including but not limited to attorney's fees) arising\nfrom the actual or alleged acts of the indemnifying party. This representation\nshall survive the expiration or termination of this Lease.\n\n     45.  ENTIRE AGREEMENT\n\n          This instrument, along with any exhibits and attachments hereto, shall\nconstitute the entire agreement between Lessor and Lessee relative to the\nPremises. This agreement and the exhibits and attachments may be altered,\namended or revoked only by an instrument in writing signed by both Lessor and\nLessee. Lessor and Lessee agree hereby agree that all prior or contemporaneous\noral agreements between and among themselves and their agents and\nrepresentatives relative to the leasing of the Premises are merged in or revoked\nby this agreement.\n\n          The following exhibits are attached to the Lease and incorporated\nherein by reference thereto:\n\n\n                                       39\n\n\n\n          (a)  Exhibit A - Description of Premises\n\n          (b)  Exhibit B - Description of Office Building Area\n\n          (c)  Exhibit C - Rules and Regulations\n\n          (d)  Exhibit D - Lessor's Janitorial Services\n\n\n                                       40\n\n\n\n     IN WITNESS WHEREOF, the Parties hereto have executed the Lease on the day\nand year first above written. Each counterpart of this Lease duly signed by the\nparties shall be deemed an original for all purposes.\n\n\n                                    'Lessor'\n\n                                    CBS CORPORATION\n\n\n\n                                    By: \/s\/ Elliot S. Metz\n                                       -----------------------------------------\n\n                                    Its: Managing Director, Corporate R.E.\n                                        ----------------------------------------\n\n                                    By: \n                                       -----------------------------------------\n\n                                    Its:\n                                        ----------------------------------------\n\n\n\n                                    'Lessee'\n\n                                    MARKETWATCH, LLC \n                                                                              \n\n\n                                    By: \/s\/ J. Peter Bardwick\n                                       -----------------------------------------\n\n                                    Its: C.F.O.\n                                        ----------------------------------------\n\n                                    By: \n                                       -----------------------------------------\n\n                                    Its:\n                                        ----------------------------------------\n\n\n                                       41\n\n\n\n\n                                    EXHIBIT B\n\n                       DESCRIPTION OF OFFICE BUILDING AREA\n\n\n     All of the real property situated in the City, and County of San Francisco,\nState of California, described as follows:\n\n     Beginning at the point of intersection of the northerly line of Broadway\nand the westerly line of Battery Street; running thence westerly along the\nnortherly line of Broadway 137 feet and 6 inches; thence at a right angle\nnortherly 275 feet to the southerly line of Vallejo Street; thence at a right\nangle easterly along the southerly line of Vallejo Street 137 feet and 6 inches\nto the westerly line of Battery Street; thence to a right angle southerly along\nsaid line of Batter Street 275 feet to the point of beginning.\n\nBeing a portion of 50 Vara Block No. 31.\n\n\n                                       42\n\n\n\n                                    EXHIBIT C\n\n                              RULES AND REGULATIONS\n\n     1.   Sidewalks, doorways, vestibules, halls, stairways and other similar\nareas shall not be obstructed by Lessee or used by Lessee for any purpose other\nthan ingress and egress to and from the Premises and for going from one part of\nthe Building to another part of the Building.\n\n     2.   Plumbing fixtures and appliances shall be used only for the purpose\ndesignated, and no sweeping, rubbish, rags or other unsuitable material shall be\nthrown or place therein. Damage resulting to any such fixtures or appliances\nfrom misuse by Lessee shall be paid by Lessee and Lessor shall not in any case\nbe responsible therefor.\n\n     3.   Signs, advertisements, graphics or notices visible in or from public\ncorridors shall be subject to Lessor's approval. No nails, hooks or screws shall\nbe driven or inserted in any part of the Building except with the express\nconsent of Lessor.\n\n     4.   Lessee shall refer contractors, contractors' representatives and\ninstallation technicians rendering any service to Lessee to Lessor for Lessor's\nsupervision, approval and control before the performance of any contractual\nservices. This provision shall apply to all work performed in the Building,\nincluding, but not limited to, installations of telephones, telegraph equipment,\nelectrical devices and attachments, and any and all installation of any nature\naffecting floors, walls, woodwork, trim, windows, ceilings, equipment and any\nother physical portion of the Building.\n\n\n                                       43\n\n\n\n     5.   Movement in or out of the building of furniture or office equipment or\ndispatch or receipt by Lessee of any bulky material, merchandise or materials\nwhich require use of elevators or stairways or movement through the Building\nentrances or lobby shall be restricted to such hours as Lessor shall designate.\nAll such movement shall be under the supervision of Lessor and in the manner\nagreed between Lessee and Lessor by prearrangement before performance. All\nmovement of the above listed items which shall require the use of an elevator\nshall be restricted to the Building's freight elevator. Such prearrangement\ninitiated by Lessee shall include determination by lessor, and subject to\nlessor's decision and control, as to the time, method and routing of movement\nand as to limitations for safety or other concerns which may prohibit any\narticle, equipment or any other item from being brought into the Building.\nLessee shall assume all risks as to the damage to articles moved an injury to\npersons or public engaged or not engaged in such movement, including equipment,\nproperty and personnel of Lessor if damaged or injured as a result or act in\nconnection with carrying out this service for Lessee from time of entering the\nBuilding to completion of work; Lessor shall not be liable for acts of any\npersons engaged in, or any damage or loss to any of said property or persons\nresulting from, any act in connection with such service performed for Lessee.\n\n     6.   All damage done to the Building by bring in or taking out any property\nof Lessee, or done by Lessee's property while in the Building, shall be repaired\nat the expense of Lessee. Lessee shall notify Lessor when heavy equipment (such\nas office safes) are to be taken in or out of the Building, and the moving shall\nbe done under the supervision of Lessor, after written permit from Lessor,\nPersons employed to move such property must be acceptable to Lessor.\n\n     7.   Corridor doors, when not in use, shall be kept closed.\n\n\n                                       44\n\n\n\n     8.   Lessee shall cooperate with Lessor's employees in keeping the Premises\narea neat and clean. Lessee shall not employ any person for the purpose of such\ncleaning other than the Building's cleaning and maintenance personnel except\nwith prior written approval of Lessor; and such approval shall not be\nunreasonably withheld.\n\n     9.   To insure orderly operation of the Building, no ice, mineral or other\neater, towels, newspapers, etc., shall be delivered to the Premises except by\npersons appointed or approved by Lessor in writing.\n\n     10.  Nothing shall be swept or thrown into the corridors, halls, elevator\nshafts or stairways. No birds or animals shall be brought into or kept in, on or\nabout the Premises.\n\n     11.  No machinery of any kind shall be operated by Lessee on, in or about\nthe Premises without the prior written consent of Lessor.\n\n     12.  Lessee shall comply with all requirements necessary for the security \nof the Premises, including the use of service passes issued by lessor for\nafter-hours removal of Office equipment\/packages, and signing in and\/or out in\nthe security register located in the Building lobby after hours.\n\n     13.  Lessor reserves the right to rescind any of these rules and \nregulations and to make such other and further rules and regulations as in \nLessor's judgment shall, from time to time, be necessary for the safety, \nprotection care and cleanliness of the Building, the operation thereof, the \npreservation of good order therein and the protection and comfort of the \nBuilding's tenants and their agents, employees and invitees, which rules and \nregulations, when made and written notice \n\n\n                                       45\n\n\n\nthereof given to lessee, shall be binding upon Lessee in like manner as if \noriginally herein prescribed.\n\n\n                                       46\n\n\n                                    EXHIBIT D\n\n                          SCHEDULE OF LESSOR'S STANDARD\n                        JANITORIAL AND CLEANING SERVICES\n\n     Lessor shall provide reasonable janitorial, cleaning and sanitation\nservices, Monday through Friday, after normal business hours.\n\n     Lessor shall not provide services on Saturdays, Sundays and days recognized\nas holidays.\n\n     Lessor reserves the right to alter the level of such services from time to\ntime as determined by Lessor to be appropriate for the maintenance of the\nBuilding; provided, however, such services shall be comparable to janitorial and\ncleaning services provided in similar office buildings.\n\n\n                                       47\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9583,9579],"class_list":["post-41757","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","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\/41757","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=41757"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41757"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41757"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41757"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}