{"id":41767,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1111-lockheed-martin-way-sunnyvale-ca-triple-net-multiple.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1111-lockheed-martin-way-sunnyvale-ca-triple-net-multiple","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1111-lockheed-martin-way-sunnyvale-ca-triple-net-multiple.html","title":{"rendered":"1111 Lockheed Martin Way (Sunnyvale, CA) Triple Net Multiple Building Lease &#8211; Moffett Park Drive LLC and Ariba Inc."},"content":{"rendered":"<pre>\n                               TECHNOLOGY CORNERS\n\n                       TRIPLE NET MULTIPLE BUILDING LEASE\n\n                                     Between\n\n                             MOFFETT PARK DRIVE LLC\n                     a California limited liability company\n                                       as\n                                     LESSOR\n\n                                       and\n\n                                   ARIBA, INC.\n                             a Delaware corporation\n                                       as\n                                     LESSEE\n\n                                       for\n\n                                    PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                           Sunnyvale, California 94089\n\n\n\n                                    ARTICLE I\n                                     PARTIES\n\n      Section 1.01. Parties. This Lease, dated for reference purposes, and\neffective as of March 15, 2000, is made by and between MOFFETT PARK DRIVE LLC, a\nCalifornia limited liability company, or assignee, (\"Lessor\") and ARIBA, INC., a\nDelaware corporation (\"Lessee\").\n\n                                   ARTICLE II\n                                    PREMISES\n\n      Section 2.01. Demise of Premises. Lessor hereby leases to Lessee and\nLessee leases from Lessor for the term, at the rental, and upon all of the terms\nand conditions set forth herein, Premises consisting of four free standing, four\nstory office and research and development buildings (shown as Buildings \"One,\n\"Two,\" \"Three,\" and \"Four\" on Exhibit \"A\" hereto) and one ancillary building to\nbe used for such service and\/or food purposes such as fitness spa, a day care,\ndry cleaners and cafeteria for the benefit of Lessee's employees as determined\nby Lessee but subject to Lessor's consent which shall not be unreasonably\nwithheld and subject to Lessor determining that it can obtain all City permit\nand approval requirements pertaining to same (\"Amenity Building\") (collectively\n\"Buildings\") to be constructed by Lessor on real property situated in the City\nof Sunnyvale, County of Santa Clara, State of California and commonly known as\n1111 Lockheed Martin Way, Sunnyvale, California (the \"Property\"). Each office\nand research and development Building will consist of approximately one hundred\nseventy five thousand (175,000) rentable square feet and the Amenity Building of\napproximately fifteen thousand (15,000) rentable square feet, as more\nparticularly described and depicted herein in Exhibit \"A\" for a total of seven\nhundred fifteen thousand (715,000) rentable square feet. The actual rentable\nsquare footage of the Buildings (the \"Rentable Area\") will be determined and\ncertified by Lessor's architect by a method described as \"dripline,\" whereby the\nmeasurement encompasses the outermost perimeter of each constructed building,\nincluding every projection thereof and all area beneath each such projection,\nwhether or not enclosed, with no deduction for any inward deviation of structure\nand with the measurement being made floor by floor, beginning from the top of\nthe Building. The Buildings, including the Amenity Building, and appurtenances\ndescribed herein, the Property, and all other improvements to be built on the\nProperty including a parking structure are together designated as the \"Project.\"\nEach Building for which the Delivery Date as provided in Section 3.01(b) (or\nany earlier deemed Delivery Date as provided in Section 4.01) has occurred, and\nthose portions of the Project (other than the Buildings) as to which possession\nhas been tendered to Lessee following substantial completion of all improvements\nto be constructed thereon by Lessor, shall collectively be referred to herein as\nthe \"Premises.\"\n\n      Section 2.02. Outside Area. During the Lease Term, Lessee shall have the\nright to use the Outside Area defined herein surrounding the Buildings. Lessor\nreserves the right to modify the Outside Area, including reducing the size or\nchanging the configuration and elements thereof in its sole discretion and to\nclose or restrict access from time-to-time for repair, maintenance or to prevent\na dedication thereof, provided that Lessee nonetheless shall have access to\nparking and the Premises (including all Buildings) at all times. Lessor further\nreserves the right to\n\n\n\n                                       1\n\n\nestablish, repeal and amend from time-to-time rules and regulations for the use\nof the Outside Area and to grant reciprocal easements or other rights to use the\nOutside Area to owners of other property, which shall not unreasonably interfere\nwith use or enjoyment of the Premises.\n\n      Section 2.03. Parking. Lessor shall provide Lessee with parking as\nrequired by the City of Sunnyvale at the Premises. In the event Lessor elects or\nis required by any law to limit or control parking at the Premises, whether by\nvalidation of parking tickets or any other method of assessment, Lessee agrees\nto participate in such validation or assessment program under such reasonable\nrules and regulations as are from time-to-time established by Lessor.\n\n      Section 2.04. Construction.\n\n      (a) Government Approvals. Lessor shall diligently pursue obtaining\ngovernmental approval of a Site Plan and Buildings designs and elevations with\nrespect to the development of the Premises, copies of which are attached hereto\nas Exhibit \"A.\" The parties acknowledge and agree that the final footprint and\nelevations of the Buildings may vary from those attached as Exhibit \"A\" because\nthe plans and specifications will undergo a plancheck process with the City of\nSunnyvale and Lessor will make such revisions as are required or are otherwise\ndeemed necessary or appropriate by Lessor, provided however, that nothing herein\nshall be deemed to relieve Lessor from the duty to develop the Buildings\nsubstantially in compliance with Exhibit \"A\".\n\n      (b) Construction of Building Shells. Lessor, utilizing Rudolph &amp; Sletten\n(or such alternate as Lessor in its sole discretion may select) as general\ncontractor (\"General Contractor\"), shall construct the \"Building Shell\" (as\ndefined in the attached Exhibit \"D\") for each Building in accordance with (i)\nplans and specifications to be attached as Exhibit \"B\" and (ii) all existing\napplicable municipal, local, state and federal laws, statutes, rules,\nregulations and ordinances: Lessor shall pay all costs of constructing the\nBuilding Shells. Lessor and Lessee acknowledge and agree that the definition of\n\"Building Shell\" includes all required landscaping and site improvements for the\nProject as set forth in plans approved by the Lessor and the City of Sunnyvale.\n\n      (c) Construction of Tenant Improvements. All improvements not included\nwithin the scope of the Building Shells shall be deemed \"Tenant Improvements.\"\nLessor, using the General Contractor, shall construct the Tenant Improvements\nand Lessee shall pay all costs associated with same.\n\n      (d) Tenant Improvement Plans and Cost Estimate. Lessee shall work with\nLessee's architect to develop interior schematic drawings and Lessee shall\napprove final interior schematic drawings for the Tenant Improvements for all\nBuildings and obtain Lessor's approval thereof (which approval shall not be\nunreasonably withheld or delayed) no later than May 15, 2000. Lessee shall work\nwith Lessor's architect to develop working drawings outlining, among other\nthings, Lessee's wall layout, detailed electrical, plumbing and air conditioning\nrequirements and finishes (\"Working Drawings\") and Lessee shall approve final\nWorking Drawings for the Buildings on or before July 1, 2000 for Building Three\nand the Amenity Building, July 21, 2000 for Building Four, August 5, 2000 for\nBuilding Two and September 8, 2000 for Building One. The cost of the interior\nschematic drawings and Working Drawings shall\n\n\n                                       2\n\n\nbe a Tenant Improvement cost and Lessor agrees that Lessor's architect's fees\nshall not vary materially from the range of fees charged for similar work for\nsimilar tenant improvements under similar time constraints by architects of\nsimilar ability, experience and expertise in the Silicon Valley community. Based\non this information, Lessor shall cause the General Contractor to prepare and\ndeliver to Lessee a budget for the Tenant Improvements (\"Budget\"). Lessee shall\napprove the Budget (or modify the same with Lessor's consent), in writing,\nwithin ten (10) business days thereafter. The Working Drawings and Budget must\nbe approved by Lessor in writing and be of quality equal to or greater than the\nInterior Specifications standards set forth in Exhibit \"C.\" Once the Budget is\napproved, Lessor shall enter into a guaranteed maximum price contract with the\nGeneral Contractor for the construction of the Tenant Improvements consistent\nwith the approved Budget. A Lessee representative may attend construction\nmeetings between Lessor and its General Contractor concerning Tenant\nImprovements, but nothing herein shall either (i) create or imply a duty on the\npart of Lessor to notify Lessee of such meetings, or (ii) invalidate or\notherwise affect in any manner anything which takes place at or as a result of\nany such meeting which Lessee's representative fails to attend, whether or not\nit had notice of same.\n\n      (e) Construction Plans. The complete, detailed plans and specifications\nfor the construction of the Shell Buildings shall be attached as Exhibit \"B\" and\nincorporated into this Lease. Attached as Exhibit \"C\" to this Lease is a Work\nLetter Agreement for Tenant Improvements, and Exhibit \"D,\" Cost Responsibilities\nof Lessor and Lessee, which together with this Section 2.04, describe the\nplanning and payment responsibilities of Lessor and Lessee with respect to the\nconstruction of the Building Shells and Tenant Improvements at the Premises. All\napproved Tenant Improvements shall be constructed in accordance with a\nconstruction schedule approved by Lessor and no portion of any Building shall\nremain unimproved.\n\n      (f) Tenant Improvement Costs. Lessor shall provide to Lessee semi-improved\n\"cold\" shell facilities as described in Exhibit \"D\" attached. Lessor shall cause\nthe General Contractor to construct the Tenant Improvements outlined in Exhibit\n\"D,\" as further outlined in the Tenant Improvement Work Letter attached as\nExhibit \"C\" and Lessee shall pay all costs and expenses of same. Subcontracts\nfor all Tenant Improvement Work shall be obtained by a sealed competitive bid\nprocess (involving at least two qualified bidders) wherever practical and as to\nwork done without such process, Lessor or the General Contractor shall provide\nreasonable assurance to Lessee that the cost and expense of same is competitive\nin the industry for first-class workmanship and materials. Lessor shall use good\nfaith efforts (and instruct the General Contractor to do same) to keep Lessee\ngenerally informed as to all aspects of the pricing, bidding, contracting and\nconstruction processes with respect to the Tenant Improvements.\n\n      (g) Payment for Tenant Improvements. Within six (6) months after execution\nof this Lease by both parties, Lessee shall deposit with Lessor an\nunconditional, irrevocable standby letter of credit in the amount of Fourteen\nMillion, Three Hundred Thousand Dollars ($14,300,000), with Lessor as\nbeneficiary and providing for payment on presentation of Lessor's draft(s) on\nsight, without documents, drawable in whole or in part on a money center bank in\nSan Francisco acceptable to Lessor with a twelve (12) month term and in all\nother ways in form acceptable to Lessor, with, in all cases, Lessor's approval\nbeing in its sole discretion. Within ten (10) business days after the Budget is\napproved by Lessor and Lessee, Lessee shall deposit cash in an amount equal to\ntwenty-five (25%) percent of the amount budgeted for Tenant Improvements\n(together with the cost of any Tenant Improvements already made) with Lessor's\n\n\n                                       3\n\n\nconstruction lender to be held in an interest bearing escrow account. Said\nconstruction lender shall issue payments from said account pursuant to the\nconstruction contract for the Tenant Improvements until the account is\nexhausted, whereupon any remaining payments shall be made 100% directly by\nLessee. Lessor shall manage the construction of the Tenant Improvements for a\nsupervision fee of 3% of the Budget (as the same may change by agreement of the\nparties) due and payable in nine equal monthly installments beginning on the\nfirst day of the calendar month following the calendar month in which the Budget\nis first approved. Lessor may draw down on the letters of credit in whole or in\npart and in such amounts as it deems appropriate in its sole discretion if\nLessee fails to comply with any of its obligations under this Lease including,\nwithout limitation, full and timely payments of amounts due under the\nconstruction contract for Tenant Improvements. Lessor shall return the aforesaid\nletter of credit upon the lien free completion of Tenant Improvements, payment\nof all amounts due to the General Contractor for the Tenant Improvements,\nacceptance of same by Lessee and commencement of payment of rent as to all\nBuildings, provided that if those events have not occurred prior to expiration\nof the letter of credit, Lessor shall be entitled to draw on said letter of\ncredit in an amount equal to any amount then outstanding with respect to the\nconstruction or installation of Tenant Improvements or for any other amount then\ndue or unpaid under this Lease.\n\n      (h) Lessee's Fixturing Period. Lessor shall provide Lessee access to each\nBuilding during the thirty (30) day period prior to the Delivery Date for such\nBuilding (\"Lessee's Fixturing Period\") for the purpose of installing furnishings\nand equipment, e.g. security system, furniture system and phone and data system,\nprovided, that Lessee and Lessee's employees and contractors shall at all times\navoid interfering with Lessor's ongoing work to bring the Premises to a\nsubstantially completed condition. Except for payment of Base Rent, all terms\nand provisions of this Lease shall apply during Lessee's Fixturing Period,\nincluding, without limitation, Lessee's indemnity and other obligations set\nforth in Sections 7.07., 7.08. and 17.22. hereof and payment of Additional Rent\npursuant to Section 4.05 hereof.\n\n                                   ARTICLE III\n                                      TERM\n\n      Section 3.01. Lease Term.\n\n      (a) Commencement Date. The term of this Lease (\"Lease Term\") shall be for\nat least twelve (12) years beginning on the earlier of (i) the date Lessee first\noccupies any part of any Building (other than by the fixturing activities\nauthorized under Section 2.04.(h) or conducts business at the Premises or (ii)\nthe date a Certificate of Occupancy first is issued affecting any Building (the\n\"Commencement Date\") provided that, (i) for each day of delay by Lessee in\nfailing to approve the interior schematic drawings or the Working Drawings when\nrequired under Section 2.04(d), (ii) for each day of delay by Lessee in failing\nto approve the Budget, in writing, within seven (7) days after delivery by the\nGeneral Contractor as provided in Section 2.04(d), or (iii)) for each day of\ndelay caused by any changes to the approved Working Drawings requested by Lessee\nor (iv)) for each day that any other act or omission by Lessee causes the\nconstruction schedule for Tenant Improvements to be delayed (collectively\n\"Lessee Delay\"), the Commencement Date shall occur one (1) day in advance of the\ndate of issuance of the first Certificate of Occupancy for each day of delay\nprovided that Lessor shall give Lessee written notice of any such Lessee Delay\ndescribed in clause (iii), or (iv) within seven (7)\n\n\n                                       4\n\n\nbusiness days after commencement of the alleged delay. For example, if seven (7)\ndays of Lessee Delay causes the date of issuance of the Certificate of Occupancy\nto occur on January 8, 2001 rather than January 1, 2001, the Commencement Date\nshall be January 1, 2001 for all purposes, including payment of Base Rent and\nAdditional Rent. The Lease Term shall expire, unless sooner terminated or\nextended as provided herein, on the date which completes twelve (12) years after\nthe Commencement Date (\"Expiration Date\"). The parties shall execute a\n\"Memorandum of Commencement of Lease Term\" when the Commencement Date becomes\nknown, which shall include a certification of the actual Rentable Area of the\nBuildings determined by the methodology described in Section 2.01. and the\nactual monthly installments of Base Rent to be paid pursuant to Section 4.01.,\nand shall be substantially in the form attached hereto as Exhibit \"E.\"\nCertificate of Occupancy means a document so titled or its equivalent,\nsignifying that the Building in question can be legally occupied.\n\n      (b) Scheduled Delivery Dates. Lessor shall use commercially reasonable\nefforts to cause Certificates of Occupancy to be issued for Building Three no\nlater than January 25, 2001, (\"First Scheduled Delivery Date\"); then February\n15, 2001 for Building Four; March 8, 2001 for Building Two; and March 29, 2001\nfor Building One and March 29, 2001 for the Amenity Building. If a Certificate\nof Occupancy is not issued for any one or more Buildings on or before its\nScheduled Delivery Date, this failure shall not affect the validity of this\nLease or the obligations of Lessee under it. If the Commencement Date is\nadjusted for delay from any cause, the Expiration Date shall be likewise\nadjusted for a like period. It is understood and agreed that the Amenity\nBuilding may be delayed by the particular permitting, planning and finishing\nneeds of the use(s) desired by Lessee. The actual delivery date for each\nBuilding shall be the date on which Lessor tenders possession of the Building to\nLessee after a Certificate of Occupancy is issued for such Building (\"Delivery\nDate\").\n\n      (c) Termination in Event of Delay. If for any reason Lessor is unable to\ncause the issuance of a Certificate of Occupancy for any Building, on or before\nthe date which is one hundred eighty (180) days after the Scheduled Delivery\nDate for such Building (for a reason other than Lessee Delay or delay excused\nunder Section 17.21.), Lessee, at its sole election, may terminate this Lease\nupon giving notice within ten (10) days thereafter. Failure to give such notice\nwithin said time period constitutes an irrevocable waiver of the foregoing right\nto terminate under this Section 3.01 (c).\n\n      (d) Occupancy. Lessee shall commence occupancy of each Building no later\nthan thirty (30) days after its Delivery Date.\n\n      Section 3.02. Option to Extend.\n\n      (a) Exercise. Lessee is given one (1) option to extend the Lease Term\n(\"Option to Extend\") for a five (5) year period (\"Extended Term\") following the\ndate on which the initial Lease Term would otherwise expire, which option may be\nexercised only by written notice (\"Option Notice\") from Lessee to Lessor given\nnot less than twelve (12) months prior to the Expiration Date of the initial\nLease Term (\"Option Exercise Date\"); provided, however, if Lessee is in material\ndefault under this Lease (after written notice and beyond the expiration of any\napplicable notice period) on the Option Exercise Date or on any day thereafter\non or before the last day of the initial Lease Term, the Option Notice shall be\ntotally ineffective) and this\n\n\n                                       5\n\n\nLease shall expire on the last day of the initial Lease Term, if not sooner\nterminated in accordance with the terms of this Lease.\n\n      (b) Extended Term Rent. In the event Lessee exercises its Option to Extend\nset forth herein, all the terms and conditions of this Lease shall continue to\napply except that the Base Rent payable by Lessee during the Option Term shall\nbe equal to one hundred percent (100%) of Fair Market Rent (defined below), as\ndetermined under subparagraph (c) below. A \"Fair Market Rent\" shall mean the\neffective rate being charged (including periodic adjustments thereto as\napplicable during the period of the Extended Term), for comparable space in\nsimilar buildings in the vicinity, i.e. of a similar age and quality considering\nany recent renovations or modernization, and floor plate size or, if such\ncomparable space is not available, adjustments shall be made in the\ndetermination of Fair Market Rent to reflect the age and quality of the\nBuildings and Premises as contrasted to other buildings used for comparison\npurposes, with similar amenities, taking into consideration: size, location,\nfloor level, leasehold improvements or allowances provided or to be provided,\nterm of the lease, extent of services to be provided, the time that the\nparticular rate under consideration became or is to become effective, and any\nother relevant terms or conditions applicable to both new and renewing tenants,\nbut in no event less than the monthly Base Rent prevailing during the last year\nof the initial Lease Term and without any downward adjustment in rent for the\nAmenity Building which shall be deemed to be of identical Fair Market Rent value\nas the four office and research and development Buildings.\n\n      (c)   Determination of Fair Market Rent.\n\n            (i) Negotiation. If Lessee so exercises the Option to Extend in a\ntimely manner, the parties shall then meet in good faith to negotiate the Base\nRent for the Premises for the Extended Term, during the first thirty (30) days\nafter the date of the delivery by Lessee of the Option Notice (the \"Negotiation\nPeriod\"). If, during the Negotiation Period, the parties agree on the Base Rent\napplicable to the Premises for the Extended Term, then such agreed amount shall\nbe the Base Rent payable by Lessee during the Extended Term.\n\n            (ii) Arbitration. In the event that the parties are unable to agree\non the Base Rent for the Premises within the Negotiation Period, then within ten\n(10) days after the expiration of the Negotiation Period, each party shall\nseparately designate to the other in writing an appraiser to make this\ndetermination. Each appraiser designated shall be a member of MAI and shall have\nat least ten (10) years experience in appraising commercial real property in\nSanta Clara County. The failure of either party to appoint an appraiser within\nthe time allowed shall be deemed equivalent to appointing the appraiser\nappointed by the other party, who shall then determine the Fair Market Rent for\nthe Premises for the Extended Term. Within five (5) business days of their\nappointment, the two designated appraisers shall jointly designate a third\nsimilarly qualified appraiser. Within thirty (30) days after their appointment,\neach of the two appointed appraisers shall submit to the third appraiser a\nsealed envelope containing such appointed appraiser's good faith determination\nof the Fair Market Rent for the Premises for the Extended Term; concurrently\nwith such delivery, each such appraiser shall deliver a copy of his or her\ndetermination to the other appraiser. The third appraiser shall within ten (10)\ndays following receipt of such submissions, then determine which of the two\nappraisers' determinations most closely reflects Fair Market Rent as defined\nabove. The determination most closely reflecting the third appraiser's\ndetermination shall be the Base Rent for the Premises\n\n\n                                       6\n\n\nduring the Extended Term; the third appraiser shall have no rights to adjust,\namend or otherwise alter the determinations made by the appraiser selected by\nthe parties, but must select one or the other of such appraisers' submissions.\nThe determination by such third appraiser shall be final and binding upon the\nparties. Said third appraiser shall, upon selecting the determination which most\nclosely resembles Fair Market Rent, concurrently notify both parties hereto. The\nparties shall share the appraisal expenses equally. If the Extended Term begins\nprior to the determination of Fair Market Rent, Lessee shall pay monthly\ninstallments of Base Rent equal to one hundred ten percent (110%) of the monthly\ninstallment of Base Rent in effect for the last year of the initial Lease Term\n(in lieu of \"holdover rent\" payable under Section 17.09(b)). Once a\ndetermination is made, any over payment or under payment shall be reimbursed as\na credit against, or paid by adding to, the monthly installment of Base Rent\nnext falling due.\n\n      Section 3.03. Financing Contingency. Notwithstanding any other provision\nhereof it is understood and agreed that this Lease may be terminated by Lessor\non five (5) days advance written notice to Lessee if Lessor determines that it\nis unable to obtain financing of the Project on terms and conditions\nsatisfactory to Lessor in its sole discretion, provided, that if Lessor has not\nexercised its right to terminate under this Section 3.03 on or before March 31,\n2000, it shall be deemed to have waived such right and this provision shall\nautomatically expire and become null and void.\n\n                                   ARTICLE IV\n                             RENT: TRIPLE NET LEASE\n\n      Section 4.01. Base Rent. Subject to adjustment of Rentable Area pursuant\nto Section 2.01(a) and concomitant adjustment to Base Rent, Lessee shall pay to\nLessor as Base Rent an initial monthly installment of Three Dollars ($3.00) per\nsquare foot of Rentable Area of the Premises as determined under Section 2.01.,\nin advance, on the first day of each calendar month of the Lease Term,\ncommencing on the Commencement Date. Base Rent for any period during the Lease\nTerm which is for less than one month shall be a pro rata portion of the monthly\ninstallment (based on the actual days in that month). It is expected that Base\nRent will be calculated initially on the first Building on its Delivery Date and\nthat it will be increased by the Rentable Area of each other Building as of the\nDelivery Date for such Building (or as to each Building, such earlier deemed\nDelivery Date as may result from Lessee Delay with respect to such Building,\ncalculated in the same manner as the advancement of the Commencement Date is\ncalculated, i.e. advanced by one day for each day of delay in completion of the\nsubject Building caused by Lessee Delay).\n\n      Section 4.02. Rent Adjustment. The Base Rent set forth in Section 4.01.\nabove shall be adjusted upward by an annual compounded increase of four percent\n(4%), as of the first day of the thirteenth (13th) full calendar month following\nthe Commencement Date and as of the first day of every thirteenth (13th)\ncalendar month thereafter during the Lease Term, as shown on Exhibit \"E\"\nattached hereto.\n\n      Section 4.03. Advance Rental. Lessee shall pay to Lessor upon execution\nhereof an advance payment equal to one month of estimated Base Rent for all\nBuildings in the sum of Two Million One Hundred Forty-Five Thousand Dollars and\nno Cents ($2,145,000.00), subject to\n\n\n                                       7\n\n\nbeing adjusted upon final measurement of each of the Buildings on or before the\nDelivery Date for such Building, said payment to be applied to the first monthly\ninstallments of Base Rent (and Base Rent for the following months, to the extent\nthis advance payment exceeds the first monthly installments of Base Rent as a\nresult of said final measurement of the Buildings). If the Commencement Date is\nother than the first day of a calendar month, the first installment of Base Rent\nshall be paid on the first day of the calendar month immediately succeeding the\nCommencement Date and shall include pro rata payment for the calendar month in\nwhich the Commencement Date occurs, less credit for the advance payment.\n\n      Section 4.04. Absolute Triple Net Lease.\n\n      (a) This Lease is what is commonly called a \"Absolute Triple Net Lease,\"\nit being understood that Lessor shall receive the Base Rent set forth in Section\n4.01. free and clear of any and all expenses, costs, impositions, taxes,\nassessments, liens or charges of any nature whatsoever. Lessee shall pay all\nrent in lawful money of the United States of America to Lessor at the notice\naddress stated herein or to such other persons or at such other places as Lessor\nmay designate in writing on or before the due date specified for same without\nprior demand, set-off or deduction of any nature whatsoever. It is the intention\nof the parties hereto that this Lease shall not be terminable for any reason by\nLessee, and that except as herein expressly provided in Articles III, VIII and\nXIII, concerning delay, destruction and condemnation, Lessee shall in no event\nbe entitled to any abatement of or reduction in rent payable under this Lease.\nAny present or future law to the contrary shall not alter this agreement of the\nparties.\n\n      (b) To the extent not paid pursuant to other provisions of this Lease, and\nat Lessor's sole election, Lessor may submit invoices and Lessee shall pay\nAdditional Rent in monthly installments on the first day of each month in\nadvance in an amount to be estimated by Lessor, based on Lessor's experience in\nmanaging office\/research and development projects. Within ninety (90) days\nfollowing the end of the period used by Lessor in estimating Additional Rent,\nLessor shall furnish to Lessee a statement (hereinafter referred to as \"Lessor's\nStatement\") of the actual amount of Lessee's proportionate share of such\nAdditional Rent, or Lessor shall remit or credit to Lessee, as the case may be,\nthe difference between the estimated amounts paid by Lessee and the actual\namount of Lessee's Additional Rent for such period as shown by such statement.\nMonthly installments for the ensuing year shall be adjusted upward or downward\nas set forth in Lessor's Statement.\n\n      Section 4.05. Additional Rent. In addition to the Base Rent reserved by\nSection 4.01., Lessee shall pay (with respect to the Premises), as Additional\nRent, all taxes, assessments, fees and other impositions in accordance with the\nprovisions of Article IX, insurance premiums in accordance with the provisions\nof Article VII, operating charges, maintenance, repair and replacement costs and\nexpenses in accordance with the provisions of Article VI and any other charges,\ncosts and expenses (including appropriate reserves therefor) which are\ncontemplated or which may arise under any provision of this Lease during the\nLease Term, plus a Management Fee to Lessor equal to 3% of the Base Rent. The\nManagement Fee is due and payable, in advance, with each installment of Base\nRent. All of such charges, costs, expenses, Management Fee and all other amounts\npayable by Lessee hereunder, shall constitute Additional Rent, and upon the\nfailure of Lessee to pay any of such charges, costs or expenses, Lessor shall\nhave the\n\n\n                                       8\n\n\nsame rights and remedies as otherwise provided in this Lease for the failure of\nLessee to pay Base Rent. Notwithstanding any other provision of this Lease,\nAdditional Rent shall not include: (i) depreciation, interest, or amortization\non mortgages or ground lease payments, (ii) legal fees incurred in negotiating\nand enforcing tenant leases, (iii) real estate brokers' leasing commissions,\n(iv) initial improvements to tenant spaces, or alterations thereto requested by\ntenants, (v) costs of any items to the extent Lessor receives reimbursement for\nsame from insurance proceeds or a third party, (vi) interest, principal,\ndepreciation, attorney fees, costs of environmental investigations or reports,\npoints, fees, and other lender costs and closing costs on any mortgage or\nmortgages, ground lease payments, or other debt instrument encumbering any\nportion of the Property, (vii) costs of (a) partnership or corporate accounting\nand legal matters; defending or prosecuting any lawsuit with any mortgagee,\nlender, ground lessor, broker, tenant, occupant, or prospective tenant or\noccupant; selling or syndicating any of Lessor's interest in the Property; and\ndisputes between Lessor and Lessor's property manager; (b) the salaries of\nmanagement personnel who are not directly related to the Property and primarily\nengaged in the operation, maintenance, and repair of the Property, except to the\nextent that those costs and expenses are included in the management fees; (c)\nwages, salaries, and other compensation paid to any executive employee of Lessor\nor Lessor's property manager above the grade of building manager for the\nProperty; (viii) costs incurred because any Building or Outside Areas violate\nany valid, applicable building code, regulation, or law in effect and as\ninterpreted by government authorities before the date on which this Lease is\nsigned for fines, penalties, interest, and the costs of repairs, replacements,\nalterations, or improvements necessary to make any Building or Outside Areas\ncomply with applicable past laws in effect and as interpreted by government\nauthorities before the date on which this Lease is signed, such as sprinkler\ninstallation or requirements under the Americans With Disabilities Act of 1990\n(42 USC ss.ss.12101-12213); (ix) costs of initial construction of the Buildings\nand other improvements to the Property; (x) charitable or political\ncontributions made by Lessor.\n\n      Section 4.06. Security Deposit. Within five (5) business days after the\ndate on which this Lease is executed by Lessee and Lessor, Lessee shall deposit\nwith Lessor a Security Deposit equal to twelve (12) months of Base Rent\nestimated in the amount of Twenty Five Million Seven Hundred Forty Thousand\nDollars and no Cents ($25,740,000.00) in the form of cash or an unconditional,\nirrevocable standby letter of credit, with Lessor as beneficiary and providing\nfor payment on presentation of Lessor's drafts on sight without documents and\ndrawable in whole or in part on a money center bank in San Francisco approved by\nLessor and otherwise in a form acceptable to Lessor, all in its sole discretion,\nwith a term of at least twelve (12) months and with a term during the last year\nof the Lease Term which includes at least one full month following the\nExpiration Date (the \"Security Deposit\"). The Security Deposit shall be held by\nLessor as security for the faithful performance by Lessee of all of the terms,\ncovenants, and conditions of this Lease applicable to Lessee. If Lessee defaults\nwith respect to any provision of this Lease, including but not limited to, the\nprovisions relating to the construction of Tenant Improvements and the condition\nof the Premises upon Lease Termination, Lessor may (but shall not be required\nto) use, apply or retain all or any part of the Security Deposit for the payment\nof any amount which Lessor may spend by reason of Lessee's default or to\ncompensate Lessor for any loss or damage which Lessor may suffer by reason of\nLessee's default and if all or any part of the Security Deposit is in the form a\nof a letter of credit, Lessor may draw on all or any part of same and thereafter\nretain any unapplied portion as a cash Security Deposit. If any portion of the\n\n\n                                       9\n\n\nSecurity Deposit is so used or applied, Lessee Shall, within ten (10) days after\nwritten demand therefor, deposit cash with Lessor in an amount sufficient to\nrestore the Security Deposit to its original amount. Lessee's failure to do so\nshall be a material default and breach of this Lease by Lessee. The rights of\nLessor pursuant to this Section 4.06. are in addition to any rights which Lessor\nmay have pursuant to Article XII below. If Lessee fully and faithfully performs\nevery provision of this Lease to be performed by it, the Security Deposit or any\nbalance thereof shall be returned (without interest) to Lessee (or, at Lessor's\noption, to the last assignee of Lessee's interests hereunder) at Lease\nexpiration or termination and after Lessee has vacated the Premises. Lessor\nshall not be required to keep the Security Deposit separate from Lessor's\ngeneral funds or be deemed a trustee of same. If the Security Deposit is in\nwhole or in part in the form of a Letter of Credit, failure of Lessee to deliver\na replacement Letter of Credit to Lessor at least forty-five (45) business days\nprior to the expiration date of any current Letter of Credit shall constitute a\nseparate default entitling Lessor to draw down immediately and entirely on the\ncurrent Letter of Credit and the proceeds shall constitute a cash Security\nDeposit. The amount of the Security Deposit shall be reduced to a cash amount\nequal to three months of Base Rent at the rate scheduled for the final year of\nthe initial Lease Term, in cash, upon Lessee's achievement of four (4)\nconsecutive calendar quarters of an annualized run rate of $750,000,000.00 in\nrevenue and $100,000,000.00 in net income.\n\n                                  ARTICLE V USE\n\n      Section 5.01. Permitted Use and Limitations on Use. The Premises shall be\nused and occupied only for office, research and development, together with such\nancillary uses which do not cause excessive wear of the Premises or increase the\npotential liability of Lessor, and for no other use, without Lessor's prior\nwritten consent. Lessee shall not use, suffer or permit the use of the Premises\nin any manner that will tend to create waste, nuisance or unlawful acts. In no\nevent shall it be unreasonable for Lessor to withhold its consent as to uses\nwhich it determines would tend to increase materially the wear of the Premises\nor any part thereof or increase the potential liability of Lessor or decrease\nthe marketability, financability, leasability or value of the Premises. Lessee\nshall not do anything in or about the Premises which will (i) cause structural\ninjury to any Building, or (ii) cause damage to any part of any Building except\nto the extent reasonably necessary for the installation of Lessee's trade\nfixtures and Lessee's Alterations, and then only in a manner which has been\nfirst approved by Lessor in writing. Lessee shall not operate any equipment\nwithin the Premises which will (i) materially damage any Building or the Outside\nArea, (ii) overload existing electrical systems or other mechanical equipment\nservicing any Building, (iii) impair the efficient operation of the sprinkler\nsystem or the heating, ventilating or air conditioning (\"HVAC\") equipment within\nor servicing any Building, or (iv) damage, overload or corrode the sanitary\nsewer system. Lessee shall not attach, hang or suspend anything from the\nceiling, roof, walls or columns of any Building or set any load on the floor in\nexcess of the load limits for which such items are designed nor operate hard\nwheel forklifts within the Premises. Any dust, fumes, or waste products\ngenerated by Lessee's use of the Premises shall be contained and disposed so\nthat they do not (i) create an unreasonable fire or health hazard, (ii) damage\nthe Premises, or (iii) result in the violation of any law. Except as approved by\nLessor, Lessee shall not change the exterior of any Building, or install any\nequipment or antennas on or make any penetrations of the exterior or roof of any\nBuilding.\n\n\n                                       10\n\n\nLessee shall not conduct on any portion of the Premises any sale of any kind,\nincluding any public or private auction, fire sale, going-out-of-business sale,\ndistress sale or other liquidation sale. No materials, supplies, tanks or\ncontainers, equipment, finished products or semifinished products, raw\nmaterials, inoperable vehicles or articles of any nature shall be stored upon or\npermitted to remain within the Outside Areas of the Premises except in fully\nfenced and screened areas outside the Buildings which have been designed for\nsuch purpose and have been approved in writing by Lessor for such use by Lessee.\n\n      Section 5.02. Compliance with Law.\n\n      (a) Lessor shall deliver: each Building to Lessee free of violations of\nany covenants or restrictions of record, or any applicable-law, building code,\nregulation or ordinance in effect on the date of delivery, including without\nlimitation, the Americans with Disability Act.\n\n      (b) Except as provided in Section 5.02.(a), Lessee shall, at Lessee's cost\nand expense, comply promptly with all statutes, ordinances, codes, rules,\nregulations and orders, and all covenants and restrictions of record, and\nrequirements applicable to the Premises and Lessee's use and occupancy of same\nin effect during any part of the Lease Term, whether the same are presently\nforeseeable or not, and without regard to the cost or expense of compliance.\n\n      (c) By executing this Lease, Lessee acknowledges that it has reviewed and\nsatisfied itself as to its compliance, or intended compliance with the\napplicable zoning and permit laws, hazardous materials and waste requirements,\nand all other statutes, laws, or ordinances relevant to the uses stated in\nSection 5.01., above.\n\n      Section 5.03. Condition of Premises at Delivery of Possession. Subject to\nall of the terms of this Lease for the construction of Tenant Improvements.\nLessor shall deliver each Building to Lessee with the plumbing, lighting,\nheating, ventilating, air conditioning, gas, electrical, and sprinkler systems\nand loading doors as set forth in Exhibit \"D\" in proper operating condition and\nbuilt substantially in accordance with the approved plans therefor, and in a\nworkmanlike manner. Except as otherwise provided in this Lease, Lessee hereby\naccepts the Premises in their condition existing as of the Commencement Date,\nsubject to all applicable zoning, municipal, county and state laws, ordinances\nand regulations governing and regulating the use and condition of the Premises,\nand any covenants or restrictions, liens, encumbrances and title exceptions of\nrecord, and accepts this Lease subject thereto and to all matters disclosed\nthereby and by any exhibits attached hereto. Lessee acknowledges that neither\nLessor nor any agent of Lessor has made any representation or warranty as to the\npresent or future suitability of the Premises for the conduct of Lessee's\nbusiness.\n\n      Section 5.04. Defective Condition at Commencement Date. In the event that\nit is determined, and Lessee notifies Lessor in writing, as to each Building\nwithin one year after delivery of such Building to Tenant, that any of the\nobligations of Lessor set forth in Section 5.02.(a) or Section 5.03.(a) were not\nperformed with respect to such Building, then it shall be the obligation of\nLessor, and the sole right and remedy of Lessee, after receipt of written notice\nfrom Lessee setting forth with specificity the nature of the failed performance,\nto promptly, within a reasonable time and at Lessor's sole cost, correct same.\nLessee's failure to give such written\n\n\n                                       11\n\n\nnotice to Lessor within each such one year period shall constitute a conclusive\npresumption that Lessor has complied with all of Lessor's obligations under the\nforegoing Sections 5.02. and 5.03., and any required correction after that date\nshall be performed by Lessee, at its sole cost and expense except for those\nexpress obligations of Lessor under Section 6.01 (b). As each Building is\ndelivered, Lessor shall promptly assign to Lessee all of Lessor's contractor's\nand manufacturer's guarantees, warranties and causes of action with respect to\nthe subject Building except those pertaining to Lessor obligations which could\narise under this Section 5.04. and at the end of each one year period described\nabove of the Lease Term, Lessor shall promptly assign to Lessee all of Lessor's\nremaining contractor's and\/or manufacturer's guarantees, warranties, and causes\nof action with respect to the subject Building except those pertaining to Lessor\nobligations which could arise under Section 6.01 (b).\n\n      Section 5.05. Building Security. Lessee acknowledges and agrees that it\nassumes sole responsibility for security at the Premises for its agents,\nemployees, invitees, licensees, contractors, guests and visitors and will\nprovide such systems and personnel for same including, without limitation, the\nOutside Area as it deems necessary or appropriate and at its sole cost and\nexpense. Lessee acknowledges and agrees that Lessor does not intend to provide\nany security system or security personnel at the Premises, including, without\nlimitation, at the Outside Areas.\n\n      Section 5.06. Rules and Regulations. Lessor may from time-to-time\npromulgate reasonable and nondiscriminatory rules and regulations applicable for\nthe care and orderly management of the Premises. Such rules and regulations\nshall be binding upon Lessee upon delivery of a copy thereof to Lessee, and\nLessee agrees to abide by such rules and regulations. A copy of the initial\nRules and Regulations is attached hereto as Exhibit \"L.\" If there is a conflict\nbetween the rules and regulations and any of the provisions of this Lease, the\nprovisions of this Lease shall prevail. Lessor shall not be responsible for the\nviolation of any such rules and regulations by any person, including, without\nlimitation, Lessee or its employees, agents, invitees, licensees, guests,\nvisitors or contractors.\n\n      Section 5.07. Moffett Park TDM Plan. Lessee has reviewed and analyzed the\nMoffett Park Transportation Demand Management Plan (a copy of which is attached\nhereto as Exhibit M), and understands that it is obligated to comply fully and\ntimely with same (and any revisions, supplements or successor plans thereto) at\nLessee's sole cost and expense to achieve the specified goal, and that failure\nto do so will (i) constitute a material default hereunder, and (ii) expose\nLessor to possible penalties and damages to which Lessee's indemnity obligations\nunder this Lease shall apply, provided, that, Lessee shall have no obligation\nwith respect to the construction of the Light Rail Station and Lessor shall, at\nits own cost and expense comply with the obligation to (i) design and designate\nparking spaces for exclusive use of carpools and vanpools, (ii) install bicycle\nracks and lockers, (iii) install a carpool\/vanpool\/shuttle pickup area, and (iv)\ninstall pedestrian, bike circulation links, perimeter walking and jogging paths,\nand meditation gardens and seating areas required under Part II of the TDM Plan,\nas well as any other site improvement work (i.e. with respect to the Project\nexterior but not to the Buildings), required by amendment to the TDM Plan prior\nto the Commencement Date. Lessor shall construct shower and clothing lockers\nrequired under the TDM Plan (and any other interior improvements required by\namendment to the TDM Plan) at Lessee cost and expense as part of the Tenant\nImprovements.\n\n\n                                       12\n\n\n                                   ARTICLE VI\n                      MAINTENANCE, REPAIRS AND ALTERATIONS\n\n      Section 6.01. Maintenance of Premises.\n\n      (a) Throughout the Lease Term (except as provided in 6.01.(b)), Lessee, at\nits sole cost and expense, shall keep, maintain, repair and replace the Premises\nand all improvements and appurtenances in or serving the Premises, including,\nwithout limitation, all interior and exterior-walls, all doors and windows, all\nroof membranes, all elevators and stairways, all wall surfaces and floor\ncoverings, all Tenant Improvements and alterations, additions and improvements\ninstalled during the Lease Term, all sewer, plumbing, electrical, lighting,\nheating, ventilation and cooling systems, fire sprinklers, fire safety and\nsecurity systems, fixtures and appliances and all wiring and glazing, in the\nsame good order, condition and repair as they are in on the Commencement Date,\nor any later date of installation, reasonable wear excepted, provided that wear\nwhich could be prevented by first class maintenance shall not be deemed\nreasonable.\n\n      (b) Lessor, at its sole cost and expense, shall repair defects in the\nexterior walls (including all exterior glass which is damaged by structural\ndefects in such exterior walls), supporting pillars, structural walls, roof\nstructure and foundations of the Buildings and sewer storm drainage and plumbing\nsystems outside the Buildings but within the Project, provided that the need for\nrepair is not caused by Lessee, in which event Lessor shall repair same and\nLessee shall reimburse Lessor for the cost and expense of same except to the\nextent of insurance proceeds received for same. Lessor shall replace the roof\nmembrane of each Building, the parking lot surface, landscaping, drainage,\nirrigation, sprinkler systems as well as sewer and plumbing systems outside the\nBuildings when the useful life of each has expired, and Lessee shall pay that\nportion of the cost of each replacement, together with annual interest at the\nAgreed Rate which shall be amortized over the useful life of each such\nreplacement applicable to the balance of the Lease Term, in equal monthly\ninstallments due and payable with installments of Base Rent. Lessee shall give\nLessor written notice of any need of repairs which are the obligation of Lessor\nhereunder and Lessor shall have a reasonable time to perform same. Should Lessor\ndefault as provided in Section 12.03 with respect to its obligation to make any\nof the repairs assumed by it hereunder, Lessee shall have the right to perform\nsuch repairs and Lessor agrees that within thirty (30) days after written demand\naccompanied by detailed invoice(s), it shall pay to Lessee the cost of any such\nrepairs together with accrued interest from the date of Lessee's payment at the\nAgreed Rate. Lessor shall not be liable to Lessee, its employees, invitees, or\nlicensees for any damage to person or property, and Lessee's sole right and\nremedy shall be the performance of said repairs by Lessee with right of\nreimbursement from Lessor of the reasonable fair market cost of said repairs,\nnot exceeding the sum actually expended by Lessee, together with accrued\ninterest from the date of Lessee's payment at the Agreed Rate, provided that\nnothing herein shall be deemed to create a right of setoff or withholding by\nLessee of Base Rent or Additional Rent or any other amounts due herein. Lessee\nhereby expressly waives all rights under and benefits of Sections 1941 and 1942\nof the California Civil Code or under any similar law, statute or ordinance now\nor hereafter in effect to make repairs and offset\n\n\n                                       13\n\n\nthe cost of same against rent or to withhold or delay any payment of rent or any\nother of its obligations hereunder as a result of any default by Lessor under\nthis Section 6.01(b).\n\n      (c) Lessee agrees to keep the Premises, both inside and out, clean and in\nsanitary condition as required by the health, sanitary and police ordinances and\nregulations of any political subdivision having jurisdiction and to remove all\ntrash and debris which may be found in or around the Premises. Lessee further\nagrees to keep the interior surfaces of each Building, including, without\nlimitation, windows, floors, walls, doors, showcases and fixtures, clean and\nneat in appearance.\n\n      (d) If Lessee refuses or neglects to commence such repairs and\/or\nmaintenance for which Lessee is responsible under this Article VI within a\nthirty (30) day period (or as soon as practical and in no event later than ten\n(10) days if the failure to initiate the repair threatens to cause further\ndamage to the Premises) after written notice from Lessor and thereafter\ndiligently prosecute the same to completion, then Lessor may (i) enter the\nPremises (except in an emergency, upon at least twenty-four (24) hours advanced\nwritten notice) during Lessor's business hours and cause such repairs and\/or\nmaintenance to be made and shall not be responsible to Lessee for any loss or\ndamage occasioned thereby and Lessee agrees that upon demand, it shall pay to\nLessor the reasonable cost of any such repairs, not exceeding the sum actually\nexpended by Lessor, together with accrued interest from the date of Lessor's\npayment at the Agreed Rate, and (ii) elect to enter into a maintenance contract\nat a market rate for first-rate maintenance with a third party for the\nperformance of all or a part of Lessee's maintenance obligations, whereupon,\nLessee shall be relieved from its obligations to perform those maintenance\nobligations expressly covered by such maintenance contract, and Lessee shall\nbear the entire cost of such maintenance contract which shall be due and paid in\nadvance, as Additional Rent, on a monthly basis with Lessee's Base Rent\npayments.\n\n      Section 6.02. Maintenance of Outside Areas. Subject to 6.01.(c) and\nsubject to Lessee paying the cost and expense for same pursuant to Section 4.05,\nLessor shall maintain, repair and replace all improvements on the Property and\noutside of the Buildings, including, without limitation, landscaping, sidewalks,\nwalkways, driveways, curbs, parking lots (including striping), parking\nstructure, sprinkler systems, lighting (per City of Sunnyvale requirements), and\nsurface water drainage systems (\"Outside Areas\").\n\n      Section 6.03. Alterations, Additions and Improvements. No alterations,\nadditions, or improvements (\"Alterations\") shall be made to the Premises by\nLessee without the prior written consent of Lessor which Lessor will not\nunreasonably withhold, provided, however, that Lessee may make Alterations which\ndo not affect any Building system, exterior appearance, structural components or\nstructural integrity and which do not exceed, with respect to each Building,\ncollectively Fifty Thousand Dollars ($50,000) in cost within any twelve (12)\nmonth period, without Lessor's prior written consent. As a condition to Lessor's\nobligation to consider any request for consent hereunder, Lessee shall pay\nLessor upon demand for the reasonable costs and expenses of consultants,\nengineers, architects and others for reviewing plans and specifications and for\nmonitoring the construction of any proposed Alterations. Lessor may require\nLessee to remove any such Alterations at the expiration or termination of the\nLease Term and to restore the Premises to their prior condition by written\nnotice given on or before the earlier of (i) the\n\n\n                                       14\n\n\nexpiration of the Lease Term, or (ii) thirty (30) days after termination of the\nLease, or (iii) thirty (30) days after a written request from Lessee for such\nnotice from Lessor provided, that, if Lessee requests same from Lessor, Lessor\nwill notify Lessee within five (5) business days after receipt of Lessee's\nrequest and a copy of all plans and specifications for the proposed Alteration\nwhether it will require removal. All Alterations to be made to the Premises\nshall be made under the supervision of a competent, California licensed\narchitect and\/or competent California licensed structural engineer (each of whom\nhas been reasonably approved by Lessor and such approval will not be\nunreasonably withheld) and shall be made in accordance with plans and\nspecifications which have been furnished to and approved by Lessor in writing\nprior to commencement of work. All Alterations shall be designed, constructed\nand installed at the sole cost and expense of Lessee by California licensed\narchitects, engineers, and contractors approved by Lessor, in compliance with\nall applicable law, and in good and workmanlike manner. Any Alteration except\nfurniture and trade fixtures, shall become the property of Lessor at the\nexpiration, or sooner termination of the Lease, unless Lessor directs otherwise,\nprovided that Lessee shall retain title to all furniture and trade fixtures\nplaced on the Premises. All heating, lighting, electrical, air conditioning,\nfull height partitioning (but not moveable, free standing cubicle-type\npartitions which do not extend to the ceiling or connect to Building walls),\ndrapery and carpeting installations made by Lessee together with all property\nthat has become an integral part of the Premises, shall be and become the\nproperty of Lessor upon the expiration, or sooner termination of the Lease, and\nshall not be deemed trade fixtures. Within sixty (60) days after completion of\nany Alteration, Lessee shall provide Lessor with a complete set of \"as built\"\nplans for same.\n\n      Section 6.04. Covenant Against Liens. Lessee shall not allow any liens\narising from any act or omission of Lessee to exist, attach to, be placed on, or\nencumber Lessor's or Lessee's interest in the Premises or any part thereof, or\nany portion thereof, by operation of law or otherwise. Lessee shall not suffer\nor permit any lien of mechanics, material suppliers, or others to be placed\nagainst the Premises or any portion thereof with respect to work or services\nperformed or claimed to have been performed for Lessee or materials furnished or\nclaimed to have been furnished to Lessee or the Premises. Lessor has the right\nat all times to post and keep posted on the Premises any notice that it\nconsiders necessary for protection from such liens. At least seven (7) days\nbefore beginning construction of any Alteration, Lessee shall give Lessor\nwritten notice of the expected commencement date of that construction to permit\nLessor to post and record a notice of nonresponsibility. If any such lien\nattaches or Lessee receives notice of any such lien, Lessee shall cause the lien\nto be promptly released and removed of record. Despite any other provision of\nthis Lease, if the lien is not released and removed within twenty (20) days\nafter Lessor delivers notice of the lien to Lessee, Lessor may immediately take\nall action necessary to release and remove the lien, without any duty to\ninvestigate the validity of it. All expenses (including reasonable attorney fees\nand the cost of any bond) incurred by Lessor in connection with a lien incurred\nby Lessee or its removal shall be considered Additional Rent under this Lease\nand be immediately due and payable by Lessee.\n\n      Section 6.05 Reimbursable Capital Expenditures. Except for items of\ncapital expenditures which are to be made at Lessor's sole cost and expense\npursuant to the first sentence of Section 6.01 (b) above, capital expenditures,\ntogether with interest thereon at the Agreed Rate, for any replacement item at\nthe Premises for which Lessor is responsible hereunder\n\n\n                                       15\n\n\nmade by Lessor in excess of One Hundred Thousand Dollars ($100,000.00) during\nthe Lease Term shall be amortized over the remaining Lease Term for the useful\nlife of such replacement item with the numerator being the number of months\nremaining in the Lease Term and the denominator being the number of months of\nthe useful life of the improvements as determined by Lessor in its sole\ndiscretion. Lessee shall be obligated for such amortized portion of any such\nexpenditure in equal monthly installments due and payable with each installment\nof Base Rent during the Lease Term.\n\n                                   ARTICLE VII\n                                    INSURANCE\n\n      Section 7.01. Property\/Rental Insurance for Premises. At all times during\nthe Lease Term, Lessor shall keep the Premises insured against loss or damage by\nfire and those risks normally included in the term \"all risk,\" including,\nwithout limitation, coverage for (i) earthquake and earthquake sprinkler\nleakage, (ii) flood, (iii) loss of rents and extra expense for eighteen (18)\nmonths, including scheduled rent increases, (iv) boiler and machinery, (v)\nTenant Improvements, and (vi) fire damage legal liability form, including waiver\nof subrogation. Any deductibles shall be paid by Lessee. The amount of such\ninsurance shall not be less than 100% of replacement cost. Insurance shall\ninclude a Building Ordinance and Increased Cost of Construction Endorsement\ninsuring the increased cost of reconstructing the Premises incurred due to the\nneed to comply with applicable statutes, ordinances and requirements of all\nmunicipal, state and federal authorities now in force, which or may be in force\nhereafter. Any recovery received from said insurance policy shall be paid to\nLessor and thereafter applied by Lessor to the reconstruction of the Premises in\naccordance with the provisions of Article VIII below. Lessee, in addition to the\nrent and other charges provided herein, shall reimburse Lessor for the cost of\nthe premiums for all such insurance covering the Premises in accordance with\nArticle IV. Such reimbursement and shall be made within (15) days of Lessor's\ndelivery of a copy of Lessor's statement therefor. Lessee shall pay to Lessor\nany deductible (subject to the above conditions) owing within fifteen (15) days\nafter delivery of notice from Lessor of the amount owing. To the extent\ncommercially available, Lessor's insurance shall have a deductible not greater\nthan fifteen percent (15%) for earthquake and five percent (5%) for the basic\n\"all risk\" coverage.\n\n      Section 7.02. Property Insurance for Fixtures and Inventory. At all times\nduring the Lease Term, Lessee shall, at its sole expense, maintain insurance\nwith \"all risk, coverage on any fixtures, furnishings, merchandise, equipment or\npersonal property in or on the Premises, whether in place as of the date hereof\nor installed hereafter. The amount of such insurance shall not be less than one\nhundred percent (100%) of the replacement cost thereof, and Lessor shall not\nhave any responsibility nor pay any cost for maintaining any types of such\ninsurance. Lessee shall pay all deductibles.\n\n      Section 7.03. Lessor's Liability Insurance. At all times during the Lease\nTerm, Lessor shall maintain a policy of policies of comprehensive general\nliability insurance naming Lessor (and such others as designated by Lessor)\nagainst liability for bodily injury, property damage on our about the Premises,\nwith combined single limit coverage in an amount determined by Lessor in its\nsole discretion and which amount is presently in excess of Thirty Million\nDollars\n\n\n                                       16\n\n\n($30,000,000.00). Lessee, in addition to the rent and other charges provided\nherein, agrees to pay to Lessor the premiums for all such insurance. The\ninsurance premiums shall be paid in accordance with Article IV, within (15) days\nof Lessor's delivery of a copy of Lessor's statement therefore.\n\n      Section 7.04. Liability Insurance Carried by Lessee. At all times during\nthe Lease Term (and any holdover period) Lessee shall obtain and keep in force a\ncommercial general liability policy of insurance protecting Lessee, Lessor and\nany Lender(s) whose names are provided to Lessee as Additional Insureds against\nclaims from bodily injury, personal injury and property damage based upon\ninvolving or arising out of ownership, use, occupancy or maintenance of the\nPremises and all areas appurtenant thereto. Such insurance shall be on an\noccurrence basis providing a single limit coverage in amount of not less than\nTen Million Dollars ($10,000,000) per occurrence with an Additional Lessors or\nPremises Endorsements and containing an \"Amendment of the Pollution Exclusion\nEndorsement\" for damage caused by heat, smoke, fumes from a hostile fire. The\nlimits of said insurance required by this Lease as carried by Lessee shall not,\nhowever limit the liability of Lessee nor relieve Lessee of any obligation\nhereunder. All insurance to be carried by the Lessee shall be primary to and not\ncontributory with, any similar insurance carried by Lessor whose insurance shall\nbe considered excess insurance only.\n\n      Section 7.05. Lessee to Furnish Proof of Insurance. Lessee shall furnish\nto Lessor prior to the Commencement Date, and at least thirty (30) days prior to\nthe expiration date of any policy, certificates indicating that the property\ninsurance and liability insurance required to be maintained by Lessee is in full\nforce and effect for the twelve (12) month period following such expiration\ndate; that Lessor has been named as an additional insured to the extent of\ncontractual liability assumed in Section 7.07. \"Indemnification\" and Section\n7.08. \"Lessor as Party Defendant\"; and that all such policies will not be\ncanceled unless thirty (30) days prior written notice of the proposed\ncancellation has been given to Lessor. The insurance shall be with insurers\napproved by Lessor, provided, however, that such approval shall not be\nunreasonably withheld so long as Lessee's insurance carrier has a Best's\nInsurance Guide rating not less than A+ VIII. Lessor shall furnish to Lessee,\nprior to the Commencement Date, and at least ten (10) days prior to the\nexpiration date of any policy, or if later in each case, within ten (10)\nbusiness days after receipt of a written request for same, certificates\nindicating that the property insurance and liability insurance required to be\nmaintained by Lessor is in full force and effect for the twelve (12) month\nperiod following such expiration date.\n\n      Section 7.06. Mutual Waiver of Claims and Subrogation Rights. Lessor and\nLessee hereby release and relieve the other, and waive their entire claim of\nrecovery for loss or damage to property arising out of or incident to fire,\nlightning, and the other perils included in a standard \"all risk\" insurance\npolicy when such property constitutes the Premises, or is in, on or about the\nPremises, whether or not such loss or damage is due to the negligence of Lessor\nor Lessee, or their respective agents, employees, guests, licensees, invitees,\nor contractors. Lessee and Lessor waive all rights of subrogation against each\nother on behalf of, and shall obtain a waiver of all subrogation rights from,\nall property and casualty insurers referenced above.\n\n\n                                       17\n\n\n      Section 7.07. Indemnification and Exculpation.\n\n      (a) Except as otherwise provided in Section 7.07.(b), Lessee shall\nindemnify and hold Lessor free and harmless from any and all liability, claims,\nloss, damages, causes of action (whether in tort or contract, law or equity, or\notherwise), expenses, charges, assessments, fines, and penalties of any kind,\nincluding without limitation, reasonable attorney fees, expert witness fees and\ncosts, arising by reason of the death or injury of any person, including any\nperson who is an employee, agent, invitee, licensee, permittee, visitor, guest\nor contractor of Lessee, or by reason of damage to or destruction of any\nproperty, including property owned by Lessee or any person who is an employee,\nagent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly\ncaused (1) while that person or property is in or about the Premises; (2) by\nsome condition of the Premises; (3) by some act or omission by Lessee or its\nagent, employee, licensee, invitee, guest, visitor or contractor or any person\nin, adjacent, on, or about the Premises with the permission, consent or\nsufferance of Lessee; (4) by any matter connected to or arising out of Lessee's\noccupation or use of the Premises, or any breach or default in timely observance\nor performance of any obligation on Lessee's part to be observed or performed\nunder this Lease.\n\n      (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease,\nLessee's duty to indemnify and hold Lessor harmless shall not apply to any\nliability, claims, loss or damages to the extent caused solely by Lessor's\nactive negligence or willful acts of misconduct.\n\n      (c) Lessee hereby waives all claims against Lessor for damages to goods,\nwares and merchandise and all other personal property in, on, or about the\nPremises and for injury or death to persons in, on, or about the Premises from\nany cause arising at any time to the fullest extent permitted by law and in no\nevent shall Lessor be liable for lost profits or other consequential damages\narising from any cause or for any damage which is or could be covered by the\ninsurance Lessee is required to carry under this Lease.\n\n      Section 7.08. Lessor as Party Defendant. If by reason of an act or\nomission of Lessee or any of its employees, agents, invitees, licensee,\nvisitors, guests or contractors, Lessor is made a party defendant or a\ncross-defendant to any action involving the Premises or this Lease, Lessee shall\nhold harmless and indemnify Lessor from all liability or claims of liability,\nincluding all damages, attorney fees and costs of suit.\n\n                                  ARTICLE VIII\n                              DAMAGE OR DESTRUCTION\n\n      Section 8.01. Destruction of the Premises.\n\n      (a) In the event of a partial destruction of the Premises during the Lease\nTerm from any cause, Lessor, upon receipt of, and to the extent of, insurance\nproceeds paid in connection with such casualty, shall forthwith repair the same,\nprovided the repairs can be made within a reasonable time under state, federal,\ncounty and municipal applicable law, but such partial destruction shall in no\nway annul or void this Lease, (except as provided in Section 8.01.(b) below)\nprovided that Lessee shall be entitled to a proportionate credit for rent equal\nto the payment of rental income insurance received by Lessor. Lessor shall use\ndiligence in making\n\n\n                                       18\n\n\nsuch repairs within a reasonable time period, acts of God, strikes and delays\nbeyond Lessor's control excepted, in which instance the time period shall be\nextended accordingly, and this Lease shall remain in full force and effect, with\nthe rent to be proportionately reduced as provided in this Section. If the\nPremises are damaged by any peril within twelve (12) months prior to the last\nday of the Lease Term and, in the reasonable opinion of the Lessor's architect\nor construction consultant, the restoration of the Premises cannot be\nsubstantially completed within ninety (90) days after the date of such damage\nand such damage renders unusable more than thirty percent (30%) of the Premises,\nLessor may terminate this Lease on sixty (60) days written notice to Lessee.\n\n      (b) If the Premises are damaged or destroyed by any cause to the extent of\nmore than fifty percent (50%) of the total Rentable Area of all office\/research\nand development Buildings which are then part of the Premises during the Lease\nTerm, Lessor shall notify Lessee within sixty (60) days after such damage or\ndestruction whether it will repair the same within twelve (12) months (subject\nto force majeure) from the date of such notice and if Lessor states that it will\nnot repair within said twelve (12) months (subject to force majeure) this Lease\nshall terminate ten (10) business days after Lessor gives its notice. In the\nevent Lessor elects to repair, Lessor shall commence repairs within a reasonable\ntime and diligently proceed to complete such repairs, in each instance subject\nto force majeure delays. In the event of termination, Lessor shall pay to Lessee\nall insurance proceeds, if any, received by Lessor as a result of the damage or\ndestruction to the extent allocable to unamortized Tenant Improvements or other\nAlterations installed in the damaged Buildings at Lessee's sole cost and\nexpense, using an amortization schedule of equal monthly installments over the\nfirst sixty (60) months following the delivery of each damaged Building, but\nonly to the extent such payment will not violate the terms and conditions of any\ntrust deed recorded against the Project or Premises or constitute a default\nthereunder.\n\n      Section 8.02. Waiver of Civil Code Remedies. Lessee hereby expressly\nwaives any rights to terminate this Lease upon damage or destruction to the\nPremises, including without limitation any rights pursuant to the provisions of\nSection 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California\nCivil Code, as amended from time-to-time, and the provisions of any similar law\nhereinafter enacted.\n\n      Section 8.03. No Abatement of Rentals. The Rentals and other charges due\nunder this Lease shall not be reduced or abated by reason of any damage or\ndestruction to the Premises (except to the extent of proceeds received by Lessor\nfrom the rental loss insurance), and Lessor shall be entitled to all proceeds of\nthe insurance maintained pursuant to Section 7.01. above during the period of\nrebuilding pursuant to Section 8.01.(a) above, or if the Lease is terminated\npursuant to Section 8.01.(a) above. Lessee shall have no claim against Lessor,\nincluding, without limitation, for compensation for inconvenience or loss of\nbusiness, profits or goodwill during any period of repair or reconstruction.\n\n      Section 8.04. Liability for Personal Property. In no event shall Lessor\nhave any liability for, nor shall it be required to repair or restore, any\ninjury or damage to Lessee's personal property or to any other personal property\nor to Alterations in or upon the Premises by Lessee.\n\n\n                                       19\n\n\n                                   ARTICLE IX\n                               REAL PROPERTY TAXES\n\n      Section 9.01. Payment of Taxes. Lessee shall pay the real property tax,\nincluding any escaped or supplemental tax and any form of real estate tax or\nassessment, general, special, ordinary or extraordinary, and any license, fee,\ncharge, excise or imposition (\"real property tax\"), imposed, assessed or levied\non or with respect to the Premises by any Federal, State, County, City or other\npolitical subdivision or public authority having the direct or indirect power to\ntax, including any improvement district thereof or any community facilities\ndistrict, as against any legal or equitable interest of Lessor in the Premises\nor against the Premises or any part thereof applicable to the Premises for a\nperiod of time included within the Lease Term. All such payments shall be made\nat least ten (10) days prior to the delinquency date for such payment or ten\n(10) days after Lessee's receipt of the tax bill, whichever is later.\nNotwithstanding the foregoing, Lessee shall not be required to pay any net\nincome taxes, franchise taxes, or any succession or inheritance taxes of Lessor.\nIf any anytime during the Lease Term, the State of California or any political\nsubdivision of the state, including any county, city, city and county, public\ncorporation, district, or any other political entity or public corporation of\nthis state, levies or assesses against Lessor a tax, fee, charge or imposition,\nexcise on rents under the Lease, the square footage of the Premises, the act of\nentering into this Lease, or the occupancy of Lessee, or levies or assesses\nagainst Lessor any other tax, fee, or excise, however described, including,\nwithout limitation, a so-called value added, business license, transit,\ncommuter, environmental or energy tax fee, charge or excise or imposition\nrelated to the Premises as a direct substitution in whole or in part for, or in\naddition to, any real property taxes on the Premises, Lessee shall pay ten (10)\ndays before delinquency or ten (10) days after receipt of the tax bill,\nwhichever is later, that tax, fee, charge, excise or imposition.\n\n      Section 9.02. Pro Ration for Partial Years. If any such taxes paid by\nLessee shall cover any period prior to the Commencement Date or after the\nExpiration Date of the Lease Term, Lessee's share of such taxes shall be\nequitably prorated to cover only the period of time within the tax fiscal year\nduring which this Lease shall be in effect, and Lessor shall reimburse Lessee to\nany extent required. If Lessee shall fail to pay any such taxes, Lessor shall\nhave the right to pay the same in which case Lessee shall repay such amount to\nLessor within ten (10) days after written demand, together with interest at the\nAgreed Rate.\n\n      Section 9.03. Personal Property Taxes.\n\n      (a) Lessee shall pay prior to delinquency all taxes imposed, assessed\nagainst and levied upon trade fixtures, furnishings, equipment and all other\npersonal property of Lessee contained in the Premises or elsewhere at the\nProject. When possible, Lessee shall cause said trade fixtures, furnishings,\nequipment and all other personal property to be assessed and billed separately\nfrom the real property of Lessor.\n\n      (b) If any of Lessee's said personal property shall be assessed with\nLessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee\nwithin ten (10) days after receipt of a written statement setting forth the\ntaxes applicable to Lessee's property.\n\n\n                                       20\n\n\n      (c) If Lessee shall fail to pay any such taxes, Lessor shall have the\nright to pay the same, in which case Lessee shall repay such amount to Lessor\nwith Lessee's next rent installment together with interest at the Agreed Rate.\n\n                                    ARTICLE X\n                                    UTILITIES\n\n      Section 10.01. Lessee to Pay. Lessee shall pay prior to delinquency and\nthroughout the Lease Term, all charges for water, gas, heating, cooling, sewer,\ntelephone, electricity, garbage, air conditioning and ventilation, janitorial\nservice, landscaping and all other materials and utilities supplied to the\nPremises. The disruption, failure, lack or shortage of any service or utility\ndue to any cause whatsoever shall not affect any obligation of Lessee hereunder,\nand Lessee shall faithfully keep and observe all the terms, conditions and\ncovenants of this Lease and pay all rent due hereunder, all without diminution,\ncredit or deduction.\n\n                                   ARTICLE XI\n                            ASSIGNMENT AND SUBLETTING\n\n      Section 11.01. Lessor's Consent Required. Except as provided in Section\n11.02, Lessee shall not voluntarily or by operation of law assign, transfer,\nmortgage, sublet, license or otherwise transfer or encumber all or any part of\nLessee's interest in this Lease or in the Premises or any part thereof, without\nLessor's prior written consent which Lessor shall not unreasonably withhold or\ndelay. Lessor shall respond in writing to Lessee's request for consent hereunder\nin a timely manner and any attempted assignment, transfer, mortgage,\nencumbrance, subletting or licensing without such consent shall be void, and\nshall constitute a breach of this Lease. By way of example, but not limitation,\nreasonable grounds for denying consent include: (i) poor credit history or\ninsufficient financial strength of transferee, (ii) transferee's intended use of\nthe Premises is inconsistent with the permitted use or will materially and\nadversely affect Lessor's interest. Lessee shall reimburse Lessor upon demand\nfor Lessor's reasonable costs and expenses (including attorneys' fees, architect\nfees and engineering fees) involved in renewing any request for consent whether\nor not consent is granted.\n\n      Section 11.02. Lessee Affiliates. Without the approval of Lessor, Lessee\nmay assign or sublet the Premises, or any portion thereof, to any corporation\nwhich controls, is controlled by, or is under common control with Lessee, or to\nany corporation resulting from the merger or consolidation with Lessee, or to\nany person or entity which acquires all, or substantially all of the assets of\nLessee as a going concern of the business that is being conducted on the\nPremises (\"Affiliates\"), provided that said assignee or sublessee assumes, in\nfull, the obligations of Lessee under this Lease and provided further that the\nuse to which the Premises will be put does not materially change and provided\nfurther, Lessee shall provide Lessor at least ten (10) business days advance\nwritten notice of any such assignment or sublease, including fully executed\nassignment or sublease documents and evidence that the transaction is of a type\ndescribed in this Section 11.02. Any such assignment or sublease shall not, in\nany way, affect or limit the liability of Lessee under the terms of this Lease.\n\n\n                                       21\n\n\n      Section 11.03. No Release of Lessee. Regardless of Lessor's consent, no\nsubletting or assignment shall release Lessee of Lessee's obligation or alter\nthe primary liability of Lessee to pay the rent and to perform all other\nobligations to be performed by Lessee hereunder. The acceptance of rent by\nLessor from any other person shall not be deemed consent to any subsequent\nassignment or subletting. In the event of default by any assignee of Lessee or\nany successor of Lessee, in the performance of any of the terms hereof, Lessor\nmay proceed directly against Lessee without the necessity of exhausting remedies\nagainst said assignee.\n\n      Section 11.04. Excess Rent. In the event Lessor shall consent to a\nsublease or an assignment, Lessee shall pay to Lessor with its regularly\nscheduled Base Rent payments, fifty percent (50%) of all sums and the fair\nmarket value of all consideration collected or received by Lessee from a\nsublessee or assignee which are in excess of the Base Rent and Additional Rent\ndue and payable with respect to the subject space pursuant to Article IV for the\ntime period encompassed by the sublease or assignment term, after first\ndeducting reasonable leasing commissions, provided that this provision shall not\napply to consideration for the first twelve (12) months of the first sublease of\nany space within any office\/research development Building (and not to any\nsubsequent sublease of such space) so long as such sublease is for at least\ntwenty four (24) months and that the consideration for the second and any\nsubsequent twelve (12) month period of such sublease (including extension\noptions) is not less than the consideration for the first twelve (12) months.\n\n      Section 11.05. No Impairment of Security. Lessee's written request to\nLessor for consent to an assignment or subletting or other form of transfer\nshall be accompanied by (a) the name and legal composition of the proposed\ntransferee; (b) the nature of the proposed transferee's business to be carried\non in the Premises; (c) the terms and provisions of the proposed transfer\nagreement; and (d) such financial and other reasonable information as Lessor may\nrequest concerning the proposed transferee.\n\n      Section 11.06. Lessor's Recapture Rights.\n\n      (a) Lessor's Recapture Rights. Notwithstanding any other provision of this\nArticle 11, in the event that Lessee proposes to sublease or assign or otherwise\ntransfer any interest in this Lease or the Premises or any part thereof\naffecting (collectively with all other such subleases, assignments, or transfers\nthen in effect) more than sixty percent (60%) of the square footage of the total\nRentable Area of the four (4) office\/research and development Buildings\n(\"Recapture Space\"), then Lessor shall have the option to recapture the\nRecapture Space by written notice to Lessee (\"Recapture Notice\") given within\nten (10) business days after Lessor receives any notice of such proposed\nassignment or sublease or other transfer (\"Transfer Notice\"). A timely Recapture\nNotice terminates this Lease for the Recapture Space, effective as of the date\nspecified in the Transfer Notice. If Lessor declines or fails timely to deliver\na Recapture Notice, Lessor shall have no further right under this Section 11.06\nto the Recapture Space unless it becomes available again after such transfer by\nLessee or unless Lessee proposes another such transfer. For purposes of this\nSection 11.05, the Rentable Area of the Amenity Building shall not be utilized\nin the calculation of Recapture Space. This Section 11.06 shall not apply to the\nsublease of space or assignment of this Lease to an Affiliate as defined in\nSection 11.02 above.\n\n\n                                       22\n\n\n      (b) Consequences of Recapture. To determine the new Base Rent under this\nLease if Lessor recaptures the Recapture Space, the then current Base Rent\n(immediately before Lessor's recapture) under the Lease shall be multiplied by a\nfraction, numerator of which is the square feet of the Rentable Area retained by\nLessee after Lessor's recapture and the denominator of which is the total square\nfeet of the Rentable Area before Lessor's recapture. The Additional Rent, to the\nextent that it is calculated on the basis of the square feet within the affected\nBuilding, shall be reduced to reflect Lessee's proportionate share based on the\nsquare feet of the Building retained by Lessee after Lessor's recapture. This\nLease as so amended shall continue thereafter in full force and effect. Either\nparty may require written confirmation of the amendments to this Lease\nnecessitated by Lessor's recapture of the Recapture Space. If Lessor recaptures\nthe Recapture Space, Lessor shall, at Lessor's sole expense, construct, paint,\nand furnish any partitions required to segregate the Recapture Space from the\nremaining Premises retained by Lessee.\n\n                                   ARTICLE XII\n                               DEFAULTS; REMEDIES\n\n      Section 12.01. Defaults. The occurrence of any one or more of the\nfollowing events shall constitute a material default and breach of this Lease by\nLessee:\n\n      (a) The abandonment of the Premises by Lessee or the commission of waste\nat the Premises or the making of an assignment or subletting in violation of\nArticle XI, provided however, abandonment shall be considered to not occur if\nthe Premises are maintained and occupied to the extent necessary to maintain the\ninsurance on each and every portion of the Premises;\n\n      (b) The failure by Lessee to make any payment of rent or any other payment\nrequired to be made by Lessee hereunder, as and when due, if such failure\ncontinues for a period of five (5) business days after written notice thereof\nfrom Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to\nPay Rent or Quit in the form required by applicable Unlawful Detainer statutes\nsuch Notice shall constitute the notice required by this paragraph, provided\nthat the cure period stated in the Notice shall be five (5) business days rather\nthan the statutory three (3) days;\n\n      (c) Lessee's failure to provide, (i) any instrument or assurance as\nrequired by Section 7.05, or (ii) estoppel certificate as required by Section\n15.01, or (iii) any document which Lessee is obligated to provide under Section\n17.13 subordinating this Lease to a Lender's deed of trust if such failure\ncontinues for five (5) business days after written notice of the failure from\nLessor to Lessee. In the event Lessor serves Lessee with a Notice to Perform\nCovenant or Quit in the form required by applicable Unlawful Detainer Statutes,\nsuch Notice shall constitute the notice required by this paragraph, provided\nthat the cure period stated in the Notice shall be five (5) business days rather\nthan the statutory three (3) days;\n\n\n                                       23\n\n\n      (d) The failure by Lessee to observe or perform any of the covenants,\nconditions or provisions of this Lease to be observed or performed by Lessee,\nother than described in paragraph (a) (b) or (c) above, if such failure\ncontinues for a period of ten (10) days after written notice thereof from Lessor\nto Lessee; provided, however, that if the nature of Lessee's default is such\nthat more than ten (10) days are reasonably required for its cure, then Lessee\nshall not be deemed to be in default if Lessee commences such cure within said\nten (10) day period and thereafter diligently prosecutes such cure to\ncompletion;\n\n      (e) (i) The making by Lessee of any general arrangement or assignment for\nthe benefit of creditors; (ii) the filing by Lessee of a voluntary petition in\nbankruptcy under Title 11 U.S.C. or the filing of an involuntary petition\nagainst Lessee which remains uncontested for a period of sixty (60) days; (iii)\nthe appointment of a trustee or receiver to take possession of substantially all\nof Lessee's assets located at the Premises or of Lessee's interest in this\nLease; or (iv) the attachment, execution or other judicial seizure of\nsubstantially all of Lessee's assets located at the Premises or of Lessee's\ninterest in this Lease, provided, however, in the event that any provisions of\nthis Section 12.01(e) is contrary to any applicable law, such provision shall be\nof no force or effect;\n\n      (f) The discovery by Lessor that any financial statement given to Lessor\nby Lessee, or any guarantor of Lessee's obligations hereunder, was materially\nfalse;\n\n      (g) The failure by Lessee to timely observe and perform any obligation\nunder the City of Sunnyvale TDM Plan or any successor or similar plan or\nrequirement if such failure continues for five (5) business days (or if longer,\nany cure period provided by the City of Sunnyvale before it levies any penalty,\nfines or taxes or any other action adverse to Lessor) after written notice of\nthe failure from Lessor to Lessee;\n\n      (h) The failure by Lessee to deposit timely any letters of credit or to\nfail to timely pay the General Contractor for costs of Tenant Improvements as\nrequired by Sections 2.04(g) if such failure continues for five (5) business\ndays after written notice of the failure from Lessor to Lessee.\n\n      Section 12.02. Remedies. In the event of any such material default and\nbreach by Lessee, Lessor may at any time thereafter, and without limiting Lessor\nin the exercise of any right or remedy which Lessor may have by reason of such\ndefault and breach:\n\n      (a) Terminate Lessee's right to possession of the Premises by any lawful\nmeans including by way of unlawful detainer (and without any further notice if a\nnotice in compliance with the unlawful detainer statutes and in compliance with\nparagraphs (b), (c) (d) (g) or (h) of Section 12.01 above has already been\ngiven), in which case this Lease shall terminate and Lessee shall immediately\nsurrender possession of the Premises to Lessor. In such event Lessor shall be\nentitled to recover from Lessee all damages incurred by Lessor by reason of\nLessee's default including, but not limited to, (i) the cost of recovering\npossession of the Premises including reasonable attorneys' fees related thereto;\n(ii) the worth at the time of the award of any unpaid rent that had been earned\nat the time of the termination, to be computed by allowing interest at the\nAgreed Rate but in no case greater than the maximum amount of interest permitted\nby law,\n\n\n                                       24\n\n\n(iii) the worth at the time of the award of the amount by which the unpaid rent\nthat would have been earned between the time of the termination and the time of\nthe award exceeds the amount of unpaid rent that Lessee proves could reasonably\nhave been avoided, to be computed by allowing interest at the Agreed Rate but in\nno case greater than the maximum amount of interest permitted by law, (iv) the\nworth at the time of the award of the amount by which the unpaid rent for the\nbalance of the Lease Term after the time of the award exceeds the amount of\nunpaid rent that Lessee proves could reasonably have been avoided, to be\ncomputed by discounting that amount at the discount rate of the Federal Reserve\nBank of San Francisco at the time of the award plus one per cent (1%), (v) any\nother amount necessary to compensate Lessor for all the detriment proximately\ncaused by Lessee's failure to perform obligations under this Lease, including\nbrokerage commissions and advertising expenses, expenses of remodeling the\nPremises for a new tenant (whether for the same or a different use), and any\nspecial concessions made to obtain a new tenant, and (vi) any other amounts, in\naddition to or in lieu of those listed above, that may be permitted by\napplicable law.\n\n      (b) Maintain Lessee's right to possession as provided in Civil Code\nSection 1951.4 in which case this Lease shall continue in effect whether or not\nLessee shall have abandoned the Premises. In such event Lessor shall be entitled\nto enforce all of Lessor's rights and remedies under this Lease, including the\nright to recover the rent as it becomes due hereunder.\n\n      (c) Pursue any other remedy now or hereafter available to Lessor under the\nlaws or judicial decisions of the State of California. Unpaid amounts of rent\nand other unpaid monetary obligations of Lessee under the terms of this Lease\nshall bear interest from the date due at the Agreed Rate.\n\n      Section 12.03. Default by Lessor. Lessor shall not be in default under\nthis Lease unless Lessor fails to perform obligations required of Lessor within\na reasonable time, but in no event later than thirty (30) days after written\nnotice by Lessee to Lessor and to the holder of any first mortgage or deed of\ntrust covering the Premises whose name and address shall have theretofore been\nfurnished to Lessee in writing, specifying that Lessor has failed to perform\nsuch obligation; provided, however, that if the nature of Lessor's obligation is\nsuch that more than thirty (30) days are required for performance then Lessor\nshall not be in default if Lessor commences performance within such thirty (30)\nday period and thereafter diligently prosecutes the same to completion. In the\nevent Lessor does not commence performance within the thirty (30) day period\nprovided herein, Lessee may perform such obligation and will be reimbursed for\nits expenses by Lessor together with interest thereon at the Agreed Rate\nprovided, however, that if the parties are in dispute as to what constitutes\nLessor's obligations under this Lease, any such dispute shall be resolved by\narbitration in a manner identical to that provided in Section 8.02 above. Lessee\nwaives any right to terminate this Lease or to vacate the Premises on Lessor's\ndefault under this Lease. Lessee's sole remedy on Lessor's default is an action\nfor damages or injunctive or declaratory relief. Notwithstanding the foregoing,\nnothing herein shall be deemed applicable in the event of Lessor's delay in\ndelivery of the Premises. In that situation, all rights and remedies shall be\ndetermined under Section 3.01 above.\n\n\n                                       25\n\n\n      Section 12.04. Late Charges. Lessee hereby acknowledges that late payment\nby Lessee to Lessor of rent and other sums due hereunder will cause Lessor to\nincur costs not contemplated by this Lease, the exact amount of which will be\nextremely difficult to ascertain. Such costs include, but are not limited to,\nprocessing and accounting charges, and late charges which may be imposed on\nLessor by the terms of any mortgage or trust deed covering the Premises.\nAccordingly, if any installment of rent or any other sum due from Lessee shall\nnot be received by Lessor or Lessor's designated agent within five (5) days\nafter such amount is due and owing, Lessee shall pay to Lessor a late charge\nequal to five percent (5%) of such overdue amount. The parties hereby agree that\nsuch late charge represents a fair and reasonable estimate of the costs Lessor\nwill incur by reason of late payment by Lessee. Acceptance of such late charge\nby Lessor shall in no event constitute a waiver of Lessee's default with respect\nto such overdue amount, nor prevent Lessor from exercising any of the other\nrights and remedies granted hereunder. In the event that a late charge is\npayable hereunder, whether or not collected, for three (3) consecutive\ninstallments of rent, then rent shall automatically become due and payable\nquarterly in advance, rather than monthly, notwithstanding Section 4.01 or any\nother provision of this Lease to the contrary.\n\n                                  ARTICLE XIII\n                            CONDEMNATION OF PREMISES\n\n      Section 13.01. Total Condemnation. If the entire Premises, whether by\nexercise of governmental power or the sale or transfer by Lessor to any\ncondemnor under threat of condemnation or while proceedings for condemnation are\npending, at any time during the Lease Term, shall be taken by condemnation such\nthat there does not remain a portion suitable for occupation, this Lease shall\nthen terminate as of the date transfer of possession is required. Upon such\ncondemnation, all rent shall be paid up to the date transfer of possession is\nrequired, and Lessee shall have no claim against Lessor or the award for the\nvalue of the unexpired portion of this Lease Term.\n\n      Section 13.02. Partial Condemnation. If any portion of the Premises is\ntaken by condemnation during the Lease Term, whether by exercise of governmental\npower or the sale for transfer by Lessor to an condemnor under threat of\ncondemnation or while proceedings for condemnation are pending, this Lease shall\nremain in full force and effect except that in the event a partial taking leaves\nthe Premises unfit for the conduct of the business of Lessee, then Lessee shall\nhave the right to terminate this Lease effective upon the date transfer of\npossession is required. Moreover, Lessor shall have the right to terminate this\nLease effective on the date transfer of possession is required if more than\nthirty-three percent (33%) of the total square footage of the Premises is taken\nby condemnation. Lessee and Lessor may elect to exercise their respective rights\nto terminate this Lease pursuant to this Section by serving written notice to\nthe other within thirty (30) days after receipt of notice of condemnation. All\nrent shall be paid up to the date of termination, and Lessee shall have no claim\nagainst Lessor for the value of any unexpired portion of the Lease Term. If this\nLease shall not be canceled, the rent after such partial taking shall be that\npercentage of the adjusted base rent specified herein, equal to the percentage\nwhich the square footage of the untaken part of the Premises, immediately after\nthe taking, bears to the square footage of the entire Premises immediately\nbefore the taking. If Lessee's continued use of the Premises requires\nalterations and repair by reason of a partial\n\n\n                                       26\n\n\ntaking, all such alterations and repair shall be made by Lessee at Lessee's\nexpense. Lessee waives all rights it may have under California Code of Civil\nProcedure Section 1265.130 or otherwise, to terminate this Lease based on\npartial condemnation.\n\n      Section 13.03. Award to Lessee. In the event of any condemnation, whether\ntotal or partial, Lessee shall have the right to claim and recover from the\ncondemning authority such compensation as may be separately awarded or\nrecoverable by Lessee for loss of its business fixtures, or equipment belonging\nto Lessee immediately prior to the condemnation. The balance of any condemnation\naward shall belong to Lessor (including, without limitation, any amount\nattributable to any excess of the market value of the Premises for the remainder\nof the Lease Term over the then present value of the rent payable for the\nremainder of the Lease Term) and Lessee shall have no further right to recover\nfrom Lessor or the condemning authority for any claims arising out of such\ntaking. Except as provided below, in connection with a condemnation: (a) Lessor\nshall be entitled to receive all compensation and anything of value awarded,\npaid, or received in settlement or otherwise (\"Award\"); and (b) Lessee\nirrevocably assigns and transfers to Lessor all rights to and interests in the\nAward and fully releases and relinquishes any claim to, right to make a claim\non, or interest in the Award. Notwithstanding the foregoing, Lessee shall have\nthe right to make a separate claim in the condemnation proceeding for: (a)\nreasonable removal and relocation costs for any leasehold improvements that\nLessee has the right to remove and elects to remove (if condemnor approves of\nthe removal), (b) loss of goodwill, (c) relocation costs under Government Code\nsection 7262, the claim for which Lessee may pursue by separate action\nindependent of this Lease, but (d) only to the extent that any of the foregoing\ndoes not reduce the amount of the Award payable to Lessor. Lessee shall also be\nentitled to receive, if the Award expressly provides for same, an amount equal\nto the unamortized cost of the Tenant Improvements or other Alterations\ninstalled in any condemned Building at Lessee's sole cost and expense, using an\namortization schedule of equal monthly amounts for the first sixty (60) months\nfollowing the Delivery Date (or deemed Delivery Date) for such Building, but\nonly to the extent such payment will not violate the terms and conditions of any\ntrust deed recorded against the Project or Premises or constitute a default\nthereunder.\n\n                                   ARTICLE XIV\n                                 ENTRY BY LESSOR\n\n      Section 14.01. Entry by Lessor Permitted. Lessee shall permit Lessor and\nits employees, agents and contractors to enter the Premises and all parts\nthereof (i) upon forty-eight (48) hours notice (or without notice in an\nemergency), including, without limitation, the Building and all parts thereof at\nall reasonable times for any of the following purposes: to inspect the Premises;\nto maintain the Premises; to make such repairs to the Premises as Lessor is\nobligated or may elect to make; to make repairs, alterations or additions to any\nother portion of the Premises, and (ii) upon twenty-four (24) hours notice to\nshow the Premises and post \"To Lease\" signs for the purposes of reletting during\nthe last twelve (12) months of the Lease Term (provided that Lessee has failed\nto exercise its option to extend) or extended Lease Term to show the Premises as\npart of a prospective sale by Lessor or to post notices of nonresponsibility.\nWith respect to any such entry which is not an emergency entry, Lessor agrees\nnot to unreasonably disturb Lessee's use or enjoyment of the Premises, and to\nminimize disruption to Lessee as much\n\n\n                                       27\n\n\nas reasonably practical, Lessor shall have such right of entry without any\nrebate of rent to Lessee for any loss of occupancy or quiet enjoyment of the\nPremises hereby occasioned.\n\n                                   ARTICLE XV\n                              ESTOPPEL CERTIFICATE\n\n      Section 15.01. Estoppel Certificate.\n\n      (a) Each party (\"Certifying Party\") shall at any time upon not less than\nfifteen (15) days' prior written notice from the other execute, acknowledge and\ndeliver to the other a statement in writing (i) certifying, if true, that this\nLease is unmodified and in full force and effect (or, if modified, stating the\nnature of such modification and certifying, if true, that this Lease, as so\nmodified, is in full force and effect) and the date to which the rent and other\ncharges are paid in advance, if any, and (ii) acknowledging, if true, that there\nare not, to Certifying Party's knowledge, any uncured defaults on the part of\nthe other party, or specifying such defaults if any are claimed. Any such\nstatement may be conclusively relied upon by any prospective purchaser or\nencumbrancer of the Premises.\n\n      (b) Each party's failure to deliver such statement within such time shall\nbe conclusive upon such party (i) that this Lease is in full force and effect,\nwithout modification except as may be represented by the other party on the\nnotice, (ii) that there are no uncured defaults in the other party's\nperformance, and (iii) that not more than one month's rent has been paid in\nadvance.\n\n                                   ARTICLE XVI\n                               LESSOR'S LIABILITY\n\n      Section 16.01. Limitations on Lessor's Liability. The term \"Lessor\" as\nused herein shall mean only the owner or owners at the time in question of the\nfee title of the Premises. In the event of any transfer of such title or\ninterest, Lessor herein named (and in case of any subsequent transfers then the\ngrantor) shall be relieved from and after the date of such transfer of all\nliability as respects Lessor's obligations thereafter to be performed, provided\nthat any funds in the hands of Lessor or the then grantor at the time of such\ntransfer, in which Lessee has an interest, shall be delivered to the grantee.\nThe obligations contained in this Lease to be performed by Lessor shall, subject\nas aforesaid, be binding on Lessor's successors and assigns, only during their\nrespective periods of ownership. For any breach of this Lease by Lessor, the\nliability of Lessor (including all persons and entities that comprise Lessor,\nand any successor Lessor) and any recourse by Lessee against Lessor shall be\nlimited to the interest of Lessor, and Lessor's successors in interest, in and\nto the Premises. On behalf of itself and all persons claiming by, through, or\nunder Lessee, Lessee expressly waives and releases Lessor and each member, agent\nand employee of Lessor from any personal liability for breach of this Lease.\n\n\n                                       28\n\n\n                                  ARTICLE XVII\n                               GENERAL PROVISIONS\n\n      Section 17.01. Severability. The invalidity of any provision of this Lease\nas determined by a court of competent jurisdiction, shall in no way affect the\nvalidity of any other provision hereof.\n\n      Section 17.02. Agreed Rate Interest on Past-Due Obligations. Except as\nexpressly herein provided, any amount due to either party not paid when due\nshall bear interest at the Bank of America prime rate plus one percent (1%)\n(\"Agreed Rate\"). Payment of such interest shall not excuse or cure any default\nby Lessee under this Lease. Despite any other provision of this Lease, the total\nliability for interest payments shall not exceed the limits, if any, imposed by\nthe usury laws of the State of California. Any interest paid in excess of those\nlimits shall be refunded to the payor by application of the amount of excess\ninterest paid against any sums outstanding in any order that payee requires. If\nthe amount of excess interest paid exceeds the sums outstanding, the portion\nexceeding those sums shall be refunded in cash to the payor by the payee. To\nascertain whether any interest payable exceeds the limits imposed, any\nnonprincipal payment (including late charges) shall be considered to the extent\npermitted by law to be an expense or a fee, premium, or penalty rather than\ninterest.\n\n      Section 17.03. Time of Essence. Time is of the essence in the performance\nof all obligations under this Lease.\n\n      Section 17.04. Additional Rent. Any monetary obligations of Lessee to\nLessor under the terms of this Lease shall be deemed to be Additional Rent and\nLessor shall have all the rights and remedies for the nonpayment of same as it\nwould have for nonpayment of Base Rent, except that the one year requirement of\nCode of Civil Procedure Section 1161(2) shall apply only to scheduled\ninstallments of Base Rent and not to any Additional Rent. All references to\n\"rent\" (except specific references to either Base Rent or Additional Rent) shall\nmean Base Rent and Additional Rent.\n\n      Section 17.05. Incorporation of Prior Agreements, Amendments and Exhibits.\nThis Lease (including Exhibits A, B, C, D, E, F, G, H, I, J, K, L, M and N\ncontains all agreements of the parties with respect to any matter mentioned\nherein. No prior agreement or understanding pertaining to any such matter shall\nbe effective. This Lease may be modified in writing only, signed by the parties\nin interest at the time of the modification. Except as otherwise stated in this\nLease, Lessee hereby acknowledges that neither the Lessor nor any employees or\nagents of the Lessor has made any oral or written warranties or representations\nto Lessee relative to the condition or use by Lessee of said Premises and Lessee\nacknowledges that Lessee assumes all responsibility regarding the Occupational\nSafety Health Act, the legal use and adaptability of the Premises and the\ncompliance thereof with all applicable laws and regulations in effect during the\nLease Term except as otherwise specifically stated in this Lease. Neither party\nhas been induced to enter into this Lease by, and neither party is relying on,\nany representation or warranty outside those expressly set forth in this Lease.\n\n\n                                       29\n\n\n      Section 17.06. Notices.\n\n      (a) Written Notice. Any notice required or permitted to be given hereunder\nshall be in writing and shall be given by a method described in paragraph (b)\nbelow and shall be addressed to Lessee or to Lessor at the addresses noted\nbelow, next to the signature of the respective parties, as the case may be.\nEither party may by notice to the other specify a different address for notice\npurposes. A copy of all notices required or permitted to be given to Lessor\nhereunder shall be concurrently transmitted to such party or parties at such\naddresses as Lessor may from time-to-time hereafter designate by notice to\nLessee, but delay or failure of delivery to such person shall not affect the\nvalidity of the delivery to Lessor or Lessee.\n\n      (b)   Methods of Delivery:\n\n            (i) When personally delivered to the recipient, notice is effective\non delivery. Delivery to the person apparently designated to receive deliveries\nat the subject address is personally delivered if made during business hours\n(e.g. receptionist).\n\n            (ii) When mailed by certified mail with return receipt requested,\nnotice is effective on receipt if delivery is confirmed by a return receipt.\n\n            (iii) When delivery by overnight delivery Federal\nExpress\/Airborne\/United Parcel Service\/DHL WorldWide Express with charges\nprepaid or charged to the sender's account, notice is effective on delivery if\ndelivery is confirmed by the delivery service.\n\n      (c) Refused, Unclaimed or Undeliverable Notices. Any correctly addressed\nnotice that is refused, unclaimed, or undeliverable because of an act or\nomission of the party to be notified shall be considered to be effective as of\nthe first date that the notice was refused, unclaimed, or considered\nundeliverable by the postal authorities, messenger, or overnight delivery\nservice.\n\n      Section 17.07. Waivers. No waiver of any provision hereof shall be deemed\na waiver of any other provision hereof or of any subsequent breach of the same\nor any other provisions. Any consent to, or approval of, any act shall not be\ndeemed to render unnecessary the obtaining of consent to or approval of any\nsubsequent act. The acceptance of rent hereunder by Lessor shall not be a waiver\nof any preceding breach by Lessee of any provision hereof, other than the\nfailure of Lessee to pay the particular rent so accepted, regardless of Lessor's\nknowledge of such preceding breach at the time of acceptance of such rent.\n\n      Section 17.08. Recording. Either Lessor or Lessee shall, upon request of\nthe other, execute, acknowledge and deliver to the other a \"short form\"\nmemorandum of this Lease for recording purposes, provided that Lessee shall also\nsimultaneously execute in recordable form and deliver to Lessor a Quit Claim\nDeed as to its leasehold and any other interest in the Premises and hereby\nauthorizes Lessor to date and record the same only upon the expiration or sooner\ntermination of this Lease.\n\n\n                                       30\n\n\n      Section 17.09. Surrender of Possession; Holding Over.\n\n      (a) At the expiration of the Lease, Lessee agrees to deliver up and\nsurrender to Lessor possession of the Premises and all improvements thereon\nbroom clean and, in as good order and condition as when possession was taken by\nLessee, excepting only ordinary wear and tear (wear and tear which could have\nbeen avoided by first class maintenance practices and in accordance with\nindustry standards shall not be deemed \"ordinary\"). Upon expiration or sooner\ntermination of this Lease, Lessor may reenter the Premises and remove all\npersons and property therefrom. If Lessee shall fail to remove any personal\nproperty which it is entitled or obligated to remove from the Premises upon the\nexpiration or sooner termination of this Lease, for any cause whatsoever,\nLessor, at its option, may remove the same and store or dispose of them, and\nLessee agrees to pay to Lessor on demand any and all expenses incurred in such\nremoval and in making the Premises free from all dirt, litter, debris and\nobstruction, including all storage and insurance charges. If the Premises are\nnot surrendered at the end of the Lease Term, Lessee shall indemnify Lessor\nagainst loss or liability resulting from delay by Lessee in so surrendering the\nPremises, including, without limitation, actual damages for lost rent and with\nrespect to any claims of a successor occupant.\n\n      (b) If Lessee, with Lessor's prior written consent, remains in possession\nof the Premises after expiration of the Lease Term and if Lessor and Lessee have\nnot executed an express written agreement as to such holding over, then such\noccupancy shall be a tenancy from month to month at a monthly Base Rent\nequivalent to 125% (for the first three months of holdover) and thereafter 150%\nof the monthly rental in effect immediately prior to such expiration, such\npayments to be made as herein provided for Base Rent. In the event of such\nholding over, all of the terms of this Lease, including the payment of\nAdditional Rent all charges owing hereunder other than rent shall remain in\nforce and effect on said month to month basis.\n\n      Section 17.10. Cumulative Remedies. No remedy or election hereunder by\nLessor shall be deemed exclusive but shall, wherever possible, be cumulative\nwith all other remedies at law or in equity, provided that notice and cure\nperiods set forth in Article XII are intended to extend and modify statutory\nnotice provisions to the extent expressly stated in Section 12.01.\n\n      Section 17.11. Covenants and Conditions. Each provision of this Lease to\nbe observed or performed by Lessee shall be deemed both a covenant and a\ncondition.\n\n      Section 17.12. Binding Effect; Choice of Law. Subject to any provisions\nhereof restricting assignment or subletting by Lessee and subject to the\nprovisions of Article XVI, this Lease shall bind the parties, their personal\nrepresentatives, successors and assigns. This Lease shall be governed by the\nlaws of the State of California and any legal or equitable action or proceeding\nbrought with respect to the Lease or the Premises shall be brought in Santa\nClara County, California.\n\n      Section 17.13. Lease to be Subordinate. Lessee agrees that this Lease is\nand shall be, at all times, subject and subordinate to the lien of any mortgage\nor other encumbrances which Lessor may create during the Lease Term against the\nPremises including all renewals, replacements and extensions thereof provided,\nhowever, that regardless of any default under any\n\n\n                                       31\n\n\nsuch mortgage or encumbrance or any sale of the Premises under such mortgage, so\nlong as Lessee timely performs all covenants and conditions of this Lease and\ncontinues to make all timely payments hereunder, this Lease and Lessee's\npossession and rights hereunder shall not be disturbed by the mortgagee or\nanyone claiming under or through such mortgagee. Lessee shall execute any\ndocuments subordinating this Lease within ten (10) days after delivery of same\nby Lessor so long as the Lender agrees therein that this Lease will not be\nterminated if Lessee is not in default following a foreclosure, including,\nwithout limitation, any Subordination Non-Disturbance and Attornment Agreement\n(\"SNDA\") which is substantially in the form attached hereto as Exhibit \"F.\"\nLessor shall also utilize its commercially reasonable efforts to obtain a\nnon-disturbance agreement from any existing lender.\n\n      Section 17.14. Attorneys' Fees. If either party herein brings an action to\nenforce the terms hereof or to declare rights hereunder, the prevailing party in\nany such action, on trial or appeal, shall be entitled to recover its reasonable\nattorneys' fees, expert witness fees and costs as fixed by the Court.\n\n      Section 17.15. Signs. Lessee shall not place any sign upon the exterior of\nany Building without Lessor's prior written consent, which consent shall not be\nunreasonably withheld and which consent is hereby given to the signage described\nin Exhibit \"G\" hereto. Lessee, at its sole cost and expense, after obtaining\nLessor's prior written consent, shall install, maintain and remove prior to\nexpiration of this Lease (or within ten (10) days after any earlier termination\nof this Lease) all signage in full compliance with (i) all applicable law,\nstatutes, ordinances and regulations and (ii) all provisions of this Lease\nconcerning Alterations.\n\n      Section 17.16. Merger. The voluntary or other surrender of this Lease by\nLessee, or a mutual cancellation thereof, or a termination by Lessor, shall not\nwork a merger, and shall, at the option of Lessor, terminate all or any existing\nsubtenancies or may, at the option of Lessor, operate as an assignment to Lessor\nof any or all of such subtenancies.\n\n      Section 17.17. Guarantor.  [Intentionally Omitted] [Exhibit H]\n\n      Section 17.18. Quiet Possession. Upon Lessee timely paying the rent for\nthe Premises and timely observing and performing all of the covenants,\nconditions and provisions on Lessee's part to be observed and performed\nhereunder, Lessee shall have quiet possession of the Premises for the entire\nLease Term, subject to all of the provisions of this Lease.\n\n      Section 17.19. Easements. Lessor reserves to itself the right, from\ntime-to-time, to grant such easements, rights and dedications that Lessor deems\nnecessary or desirable, and to cause the recordation of Parcel Maps and\nrestrictions, so long as such easements, rights, dedications, Maps and\nrestrictions do not unreasonably interfere with the use of the Premises by\nLessee. Lessee shall sign any of the aforementioned or other documents, and take\nsuch other actions, which are reasonably necessary or appropriate to accomplish\nsuch granting and recordation, upon request of Lessor, and failure to do so\nwithin ten (10) business days of a written request to do so shall constitute a\nmaterial breach of this Lease.\n\n\n                                       32\n\n\n      Section 17.20. Authority. Each individual executing this Lease on behalf\nof a corporation, limited liability company or partnership represents and\nwarrants that he or she is duly authorized to execute and deliver this Lease on\nbehalf of such entity in accordance with a duly adopted resolution of the\ngoverning group of the entity empowered to grant such authority, and that this\nLease is binding upon said entity in accordance with its terms. Each party shall\nprovide the other with a certified copy of its resolution within ten (10) days\nafter execution hereof, but failure to do so shall in no manner (i) be evidence\nof the absence of authority or (ii) affect the representation or warranty. It is\nunderstood that this Lease shall not be binding on Lessor unless and until\nLessor shall have executed same and delivered a fully executed copy of this to\nLessee.\n\n      Section 17.21. Force Majeure Delays. In any case where either party hereto\nis required to do any act (other than the payment of money), delays caused by or\nresulting from Acts of God or Nature, war, civil commotion, fire, flood or other\ncasualty, labor difficulties, shortages of labor or materials or equipment,\nunplanned delays in governmental permitting or approval process, government\nregulations, unusually severe weather, or other causes beyond such party's\nreasonable control the time during which act shall be completed, shall be deemed\nto be extended by the period of such delay, whether such time be designated by a\nfixed date, a fixed time or \"a reasonable time.\"\n\n      Section 17.22. Hazardous Materials.\n\n      (a) Definition of Hazardous Materials and Environmental Laws. \"Hazardous\nMaterials\" means any (a) substance, product, waste or other material of any\nnature whatsoever which is or becomes listed regulated or addressed pursuant to\nthe Comprehensive Environmental Response, Compensation and Liability Act, 42\nU.S.C. sections 9601, et seq. (\"CERCLA\"); the Hazardous Materials Transportation\nAct (\"HMTA\") 49 U.S.C. section 1801, et seq., the Resource Conservation and\nRecovery Act, 42 U.S.C. section 6901, et seq. (\"RCRA\"); the Toxic Substances\nControl Act, 15 U.S.C. sections 2601, et seq. (\"TSCA\"); the Clean Water Act, 33\nU.S.C. sections 1251, et seq.; the California Hazardous Waste Control Act,\nHealth and Safety Code sections 25100, et seq.; the California Hazardous\nSubstances Account Act, Health and Safety Code sections 26300, et seq.; the\nCalifornia Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code\nsections 25249.5, et seq.; California Health and Safety Code sections 25280, et\nseq.; (Underground Storage of Hazardous Substances); the California Hazardous\nWaste Management Act, Health and Safety Code sections 25170.1, et seq.;\nCalifornia Health and Safety Code sections 25501. et seq. (Hazardous Materials\nResponse Plans and Inventory); or the Porter-Cologne Water Quality Control Act,\nCalifornia Water Code sections 13000, et seq., all as amended, or any other\nfederal, state or local statute, law, ordinance, resolution, code, rule,\nregulation, order or decree regulating, relating to or imposing liability\n(including, but not limited to, response, removal and remediation costs) or\nstandards of conduct or performance concerning any hazardous, toxic or dangerous\nwaste, substance or material, as now or at any time hereafter may be in effect\n(collectively, \"Environmental Laws\"); (b) any substance, product, waste or other\nmaterial of any nature whatsoever whose presence in and of itself may give rise\nto liability under any of the above statutes or under any statutory or common\nlaw theory based on negligence, trespass, intentional tort, nuisance, strict or\nabsolute liability or under any reported decisions of a state or federal court,\n(c) petroleum or crude oil, including but\n\n\n                                       33\n\n\nnot limited to petroleum and petroleum products contained within regularly\noperated motor vehicles and (d) asbestos.\n\n      (b) Lessor's Representations and Disclosures. Lessor represents that it\nhas provided Lessee with a description of the Hazardous Materials on or beneath\nthe Property as of the date hereof, attached hereto as Exhibit I and\nincorporated herein by reference. Lessee acknowledges that in providing the\nattached Exhibit I, Lessor has satisfied its obligations of disclosure pursuant\nto California Health &amp; Safety Code Section 25359.7 which requires:\n\n      \"Any owner of nonresidential real property who knows, or has reasonable\ncause to believe, that any release of hazardous substances has come to be\nlocated on or beneath that real property shall, prior to the sale, lease or\nrental of the real property by that owner, give written notice of that condition\nto the buyer, lessee or renter of the real property.\"\n\n      (c) Use of Hazardous Materials. Lessee shall not cause or permit any\nHazardous Materials to be brought upon, kept or used in, on or about the\nProperty by Lessee, its agents, employees, contractors, licensee, guests,\nvisitors or invitees without the prior written consent of Lessor. Lessor shall\nnot unreasonably withhold such consent so long as Lessee demonstrates to\nLessor's reasonable satisfaction that such Hazardous Materials are necessary or\nuseful to Lessee's business and will be used, kept and stored in a manner that\ncomplies with all applicable Environmental Laws. Lessee shall, at all times,\nuse, keep, store, handle, transport, treat or dispose all such Hazardous\nMaterials in or about the Property in compliance with all applicable\nEnvironmental Laws. Lessee shall remove all Hazardous Materials used or brought\nonto the Property during the Lease Term from the Property prior to the\nexpiration or earlier termination of the lease.\n\n      (d) Use of Property. Lessee shall not use the Property in any manner that\ncould cause or contribute to the migration or release of any existing\ncontamination and shall not interfere with response actions taken on or around\nthe Property.\n\n      (e) Lessee's and Lessor's Environmental Indemnity. Lessee agrees to\nindemnify and hold Lessor harmless from any liabilities, losses, claims,\ndamages, penalties, fines, attorney fees, expert fees, court costs, remediation\ncosts, investigation costs, or other expenses resulting from or arising out of\nthe use, storage, treatment, transportation, release, presence, generation, or\ndisposal of Hazardous Materials on, from or about the Property, and\/or\nsubsurface or ground water, after the Commencement Date from an act or omission\nof Lessee (or Lessee's successor), its agents, employees, invitees, vendors,\ncontractors, guests or visitors. Lessor agrees to indemnify and hold Lessee\nharmless from any liabilities, losses, claims, damages, penalties, fines,\nattorney fees, expert fees, court costs, remediation costs, investigation costs,\nor other expenses resulting from or arising out of the use, storage, treatment,\ntransportation, release, presence, generation, or disposal of Hazardous\nMaterials on, from or about the Property, and\/or subsurface or ground water,\nprior to the Commencement Date from an act or omission of Lessor (or Lessor's\npredecessor), its agents, employees, invitees, vendors, contractors, guests or\nvisitors.\n\n\n                                       34\n\n\n      (f) Lessee's Obligation to Promptly Remediate. If the presence of\nHazardous Materials on the Premises after the Commencement Date results from an\nact or omission of Lessee (or Lessee's successors), its agents, employees,\ninvitees, vendors, contractors, guests, or visitors results in contamination or\ndeterioration of the Property or any water or soil beneath the Property, Lessee\nshall promptly take all action necessary or appropriate to investigate and\nremedy that contamination, at its sole cost and expense, provided that Lessor's\napproval of such action shall first be obtained. Lessor's approval shall not be\nunreasonably withheld.\n\n      (g) Notification. Lessor and Lessee each agree to promptly notify the\nother of any communication received from any governmental entity concerning\nHazardous Materials or the violation of Environmental Laws that relate to the\nProperty.\n\n      Section 17.23. Modifications Required by Lessor's Lender. If any lender of\nLessor requires a modification of this Lease that will not increase Lessee's\ncost or expense or materially and adversely change Lessee's rights and\nobligations, this Lease shall be so modified and Lessee shall execute whatever\ndocuments are required by such lender and deliver them to Lessor within ten (10)\ndays after the request.\n\n      Section 17.24. Brokers. Lessor and Lessee each represents to the other\nthat it has had no dealings with any real estate broker or agent in connection\nwith the negotiation of this Lease, except for the real estate brokers or agents\nidentified on the signature page hereof (\"Brokers\") and that they know of no\nother real estate broker or agent who is entitled to a commission or finder's\nfee in connection with this Lease. Each party shall indemnify, protect, defend,\nand hold harmless the other party against all claims, demands, losses,\nliabilities, lawsuits, judgments, and costs and expenses (including reasonable\nattorney fees) for any leasing commission, finder's fee, or equivalent\ncompensation alleged to be owning on account of the indemnifying party's\ndealings with any real estate broker or agent other than the Brokers. The terms\nof this Section 17.24 shall survive the expiration or earlier termination of the\nLease Term.\n\n      Section 17.25. Right of First Offer to Lease Adjacent Project.\n\n      (a) If Lessor enters into a Purchase and Sale Agreement to purchase\ncertain real property which is adjacent to the Project and which is depicted on\nExhibit \"N\" hereto and on which Lessor desires to develop an additional\noffice\/research and development project \"Adjacent Project,\" Lessee shall have a\nright of first offer (\"Right of First Offer\") to lease the Adjacent Project\nsubject to paragraphs (b) through (g) below.\n\n      (b) This Section 17.25 shall automatically and permanently become null and\nvoid if at the time Lessor enters into the aforesaid Purchase and Sale Agreement\nor at the time Lessee exercises the Right of First Offer: (i) this Lease is not\nin full force and effect, (ii) Lessee is in default beyond any expressly notice\nand cure period provided under this Lease, and (iii) Lessee's then current\nfinancial condition, as revealed by its most recent financial statements (which\nshall include quarterly and annual financial statements, including income\nstatements, balance sheets, and cash flow statements), fail to demonstrate that\neither: (1) Lessee's net worth is at least equal to its net worth at the time\nthis Lease was signed; or (2) Lessee meets other financial criteria acceptable\nto Lessor in its sole discretion.\n\n\n                                       35\n\n\n      (c) If Lessee is not in default beyond any express notice and cure period\nprovided under this Lease when Lessor enters into said Purchase and Sale\nAgreement or at the time Lessee exercises its Right of First Offer, Lessor shall\nnot lease the Adjacent Project to another lessee unless and until Lessor has\nfirst offered it to Lessee in writing (the \"Offer Notice\") and either (i) Lessee\nrejects such offer or (ii) a period of five (5) business days has elapsed from\nthe date that Lessor has delivered the Offer Notice to Lessee, without Lessee\nhaving notified Lessor in writing of its acceptance of such Offer Notice,\ndelivered a signed Lease and supplied Lessor with current financial statements\npursuant to Section 17.25 (b), whichever event occurs first. The Offer Notice\nshall contain the following information: (a) a general description of the number\nof buildings to be built and the approximate rentable square feet of each, (b)\nthe date on which the Lessor expects the lease term to commence, (c) the base\nrent. There shall be attached to the Offer Notice a form of written Lease\ncontaining such other terms and conditions upon which Lessor wishes to lease the\nAdjacent Project.\n\n      (d) If Lessee timely delivers to Lessor, in accordance with the conditions\nof this Section 17.25, written notice of Lessee's acceptance of the Offer Notice\ntogether with a signed Lease (without modification of any kind) and Lessee's\nfinancial statements and Lessor determines pursuant to Section 17.25(b) that\nLessee meets all of the conditions provided in this Section 17.25, then Lessee\nshall be deemed to have duly exercised its right hereunder and Lessor shall\nexecute the Lease.\n\n      (e) If Lessee declines or fails to duly and timely accept the Offer Notice\nand to return same with the signed Lease and financial statements as provided in\nSection 17.25(d), or fails to meet all of the conditions provided in Section\n17.25(b), this Section 17.25 shall automatically become null and void and have\nno further force and effect and Lessor shall thereafter be free to lease the\nAdjacent Project in portions or in its entirety to any tenant at any time\nwithout regard to the restrictions in this Section 17.25 and on whatever terms\nand conditions Lessor may decide in its sole discretion, without again complying\nwith all the provisions of this Section 17.25.\n\n      (f) This Right of First Offer is personal to the Lessee signing this Lease\nand shall become null and void upon the occurrence of an assignment of the Lease\nor a sublet of all or more than fifty percent (50%) of the Rentable Area of the\nPremises for the remainder of the Lease Term other than to an Affiliate of said\nLessee.\n\n      (g) This Right of First Offer shall become null and void upon the\noccurrence of any transfer of title to the Premises or Project by Lessor,\nincluding without limitation, by foreclosure or otherwise.\n\n      Section 17.26. Right of First Offer to Purchase Premises. Should Lessor\ndetermine at any time during the Lease Term that it intends to sell the\nPremises, and Lessee is not then in default beyond any express notice and cure\nperiod provided under this Lease, it shall notify Lessee of the terms and\nconditions on which it wishes to sell in the form of a Purchase and Sale\nAgreement which shall have terms and conditions sufficient to constitute a\nbinding contract (once signed by both parties) to accomplish the purchase and\nsale and which terms and conditions shall otherwise be in the sole discretion of\nLessor. If Lessee does not sign and hand-\n\n\n                                       36\n\n\ndeliver the signed Purchase and Sale Agreement to Lessor (without modification\nof any kind) within five (5) business days after Lessor delivers same to Lessee,\nor if Lessee fails to provide with said signed Purchase and Sale Agreement\nfinancial statements demonstrating that Lessee's net worth is at least equal to\nits net worth at the time this Lease is executed, or if Lessee fails to timely\nperform all of its obligations under the Purchase and Sale Agreement or the\nescrow established thereunder is terminated for any reason, this Section 17.26\nshall automatically become null and void and have no further force and effect\nand Lessor shall thereafter be free to sell the Premises or Project in portions\nor in its entirety to any buyer at any time without regard to the restrictions\nin this Section 17.26 and on whatever terms and conditions Lessor may decide in\nits sole discretion, without again complying with any of the provisions of this\nSection 17.26. This Right of First Offer is personal to the Lessee signing this\nLease and shall become null and void upon the occurrence of an assignment of the\nLease or a sublet of all or more than fifty percent (50%) of the Premises for\nthe remainder of the Lease Term other than to an Affiliate of said Lessee. This\nRight of First Offer shall become null and void upon the occurrence of any\ntransfer of title to the Premises or Project by Lessor, including without\nlimitation, by foreclosure or otherwise. This Right of First Offer shall be\nsubordinate to the lien of any deed of trust recorded against the Project or\nPremises at any time. This Right of First Offer shall not apply with respect to\nany transfer of title or other interest in the Project or Premises to an entity\nwhich is an \"Affiliate\" of Lessor (as that Lessor is used herein Section 11.02\nto describe entity relationships of Lessee) or to Lehman Brothers or any entity\nrelated to Lehman Brothers.\n\n      Section 17.27 List of Exhibits.\n                                                                  Ref. Page\n\nEXHIBIT A:  Real Property Legal Description,\n                  Site Plan, and Building Elevations\n\nEXHIBIT B:  Plans and Specifications for Shell Buildings\n\nEXHIBIT C:  Work Letter Agreement for Tenant.\n                  Improvements and Interior Specification Standards\n\nEXHIBIT D:  Cost Responsibilities of Lessor and Lessee\n\nEXHIBIT E:  Memorandum of Commencement of Lease\n                  Term and Schedule of Base Rent\nEXHIBIT F:  SNDA\n\nEXHIBIT G:  Signage Exhibit\n\nEXHIBIT H:  Guaranty of Lease [Intentionally Omitted]\n\nEXHIBIT I:  Hazardous Materials Disclosure\n\n\n                                       37\n\n\nEXHIBIT J:  [Intentionally omitted]\n\nEXHIBIT K:  [Intentionally omitted]\n\nEXHIBIT L:  Rules and Regulations\n\nEXHIBIT M:  Moffett Park TDM Plan\n\nEXHIBIT N:  Adjacent Project\n\n\n\n                                       38\n\n\nLESSOR AND LESSEE EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN\nADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION\nCONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND\nVOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE\nIS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE\nAND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE\nPREMISES.\n\n      Executed at San Jose, California, as of the reference date.\n\nLESSOR:                                   ADDRESS:\n\nMOFFET PARK DRIVE LLC,                    c\/o Jay Paul Company\na California limited liability            353 Sacramento Street, Suite 1740 \ncompany                                   San Francisco, California 94111   \n                                          \nBy:  GATEWAY LAND COMPANY, INC.\n     A California corporation,\n     Managing Member                       With a copy to:\n\nBy:___________________________            Thomas G. Perkins, Esq.\n      Jay Paul, President                 99 Almaden Blvd., 8th Floor\n                                          San Jose, CA 95113\n                                          Telephone: 408\/993-9911\n                                          Facsimile: 408-286.3312\n\nLESSEE:                                   ADDRESS:\n\nARIBA, INC.\na Delaware corporation                    \n                                          1565 Charleston Road\n                                          Mountain View, CA 94041\nBy: \/s\/ Edward P. Kinsey                  ATTN: Chief Financial Officer\n    -----------------------------------   \n   Edward P. Kinsey                       1111 Lockheed Martin Way \n   (Type or print name)                   Sunnyvale, CA 94089      \n                                          \nIts: Edward P. Kinsey                     \n     ----------------------------------\n   Vice President- Finance\n   Chief Financial Officer                (After Commencement Date)\n                                          Copies to:\n                                          Ariba - Real Estate Dept. and\n                                          Ariba - Legal Dept.\n                                          1111 Lockheed Martin Way\n                                          Sunnyvale, CA 94089\n\n\n\n                                       39\n\n\n                                BROKER EXECUTION\n\n      By signing below, the indicated real estate broker or agent is not being\nmade a party hereto but is signifying its agreement with the provisions hereof\nconcerning brokerage.\n\nLESSOR's BROKER:                       ADDRESS:\n\nCornish &amp; Carey Commercial             2804 Mission College Boulevard\n                                       Suite 120\n                                       Santa Clara, California 95054\nBy:\n   ---------------------------\n      Phil Mahoney\n      (Type or print name)\nIts: Executive Vice President\n    -------------------------\n\nLESSEE's BROKER:                       ADDRESS:\n\nCushman &amp; Wakefield                    2055 Gateway Place, Suite 550\n                                       San Jose, California 95110\nBy:\n   ---------------------------\n      John McMann\n      (Type or print name)\nIts: Associate Director\n\n                                       40\n\n\n                                    EXHIBIT A\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin, Way\n                              Sunnyvale, California\n\n                        REAL PROPERTY LEGAL DESCRIPTION,\n                        SITE PLAN AND BUILDING ELEVATIONS\n\n                                 (See Attached)\n\n\n\n                                  [Moffett Park\n                                  Sunnyvale, California]\n\n                                       [site plan]\n\n\nLockheed Way Elevation\n\nMoffett park drive Elevation\n                                                                 [Moffett Park\n                                                        Sunnyvale, California]\n\n\n\n                                                              Order No. 617852\n                                                                    Page No. 7\n\n                                LEGAL DESCRIPTION\n\nREAL PROPERTY in the City of Sunnyvale, County of Santa Clara, State of\nCalifornia, described as follows: \n\nPARCEL ONE:\n\nCommencing at the point of intersection of the Westerly line of that certain\nparcel of land conveyed to Lockheed Aircraft Corporation, by Deed recorded\nFebruary 1, 1956 in Book 3403, at page 27, Official Records of Santa Clara\nCounty, with the Northerly line of the existing State Highway in Santa Clara\nCounty, Road IV-SC1-88-B (Bayshore Highway); thence along said Westerly line,\nNorth 15(degrees) 22' 44\" East 811.7 feet to the true point of beginning of the\nparcel to be described; thence from said true point of beginning, leaving said\nline and going along the line of lands to be acquired by the Division of\nHighways, South 5(degrees) 45' 46\" West 230.86 feet; thence along a curve to the\nleft with a radius of 284.00 feet, through a central angle of 1(degree) 16' 18\",\nan arc distance of 55.87 feet to a point of compound curvature; thence along the\narc of a curve to the left with a radius of 41.00 feet, through a central angle\nof 63(degrees) 58' 31\", an arc distance of 45.78 feet; thence South 69(degrees)\n29' 03\" East 185.61 feet; thence on the arc of a curve, to the left with a\nradius of 410.00 feet (the tangent to said curve at the point of beginning bears\nSouth 60(degrees) 69' 31\" East), through a central angle of 20(degrees) 55' 04\",\nan arc distance of 149.68 feet; thence North 78(degrees) 05' 25\" East 269.53\nfeet; thence on the arc of a curve to the left with a radius of 1924.00 feet,\nthrough a central angle of 5(degrees) 24' 34\", an arc distance of 181.65 feet;\nthence North 72(degrees) 40' 51\" East 601.58 feet; thence on the arc of a curve\nto the left with radius of 960.00 feet, through a central angle of 6(degrees) \n52' 02\", an arc distance of 115.06 feet; thence continuing along said line to be\nconveyed to the Division of Highways, North 65(degrees) 48' 49\" East 146.38 feet\nto a point in the Easterly line of said parcel, said point bears North\n14(degrees) 52' 20\" East 359.40 feet from the center line of the existing State\nHighway in Santa Clara County, Road 4-SC1-113-A; thence along said Easterly line\nof said parcel, North 14(degrees) 52' 20\" East 454.56 feet to the Southeasterly\ncorner of that certain 82.703 acre tract shown on Record of Survey of a portion\nof Lot 5A of the Murphy Partition of the Rancho Pastoria De Las Borregas, filed\nfor record February 7, 1957 in Book 78 of Maps, at page 32, Santa Clara County\nRecords; thence along the Southwesterly line of said 82.703 acre parcel, North\n75(degrees) 07' 40\" West (called North 76(degrees) 08' West on said Record of\nSurvey), 1520.01 feet to the Westerly line of that certain tract of land\nhereinabove referred to, a description of which was recorded in Book 3403, at\npage 27, Official Records of Santa Clara County; thence along the Westerly line\nof said tract, South 15(degrees) 22' 44\" West 860.31 feet to the true point of\nbeginning.\n\nEXCEPTING THEREFROM that portion thereof described in the deed to the United\nStates of America, recorded September 18, 1968 in Book 8265, page 381, Official\nRecords, and more particularly described as follows:\n\nBeginning at the intersection of the Northerly line of the lands conveyed to the\nState of California and recorded in Book 4035 of Official Records, at page 591,\nin the Office of the County Recorder of the County of Santa Clara, State of\nCalifornia with the Easterly line of Lot 5A of the \"Partition of that part of\nthe Rancho Pastoria De Las Borregas patented to Martin Murphy, Jr.\" and recorded\nin volume G of Maps, at pages 74 and 76 in the Office of the County Recorder,\nCounty of Santa Clara, State of California; thence along the Northerly line of\nthe lands conveyed to the State of California, South 65(degrees) 49' 50\" West\n147.52 feet; thence along the arc of a tangent curve to the right, having a\nradius of 960.00 feet, through a central angle of 6(degrees) 52' 02\", a distance\nof 115.06 feet; thence South 72(degrees) 41' 52\" West 133.33 feet; thence \nleaving said Northerly line, North 14(degrees) 52' 20\" East 636.00 feet; thence \nSouth 75(degrees) 07' 40\" East 320.92 feet to a point on the Easterly line of \nthe above mentioned Lot 5A; thence along said Easterly line of Lot 5A, South \n14(degrees) 52' 20\" West 455.22 feet to the point of beginning.\n\n(LEGAL DESCRIPTION CONTINUED NEXT PAGE)\n\n\n                                                               Order No. 517852\n                                                                     Page No. 8\n\nLEGAL DESCRIPTION: (Continued)\n\nALSO EXCEPTING THEREFROM that portion thereof described as \"PARCEL 2101-A\" in\nthe deed to the Santa Clara County Transit District recorded September 26, 1997,\nDocument No. 13874485, Official Records, and more particularly described as\nfollows:\n\nBeginning at the Southerly terminus of the Easterly line of that certain 27.765\nacre parcel as said parcel is shown on that certain Record of Survey filed in\nBook 283 of Maps, page 10; Records of Santa Clara County, California; thence\nNortherly along said Easterly line of said 27.755 acre parcel, the following two\n(2) described courses: 1) North 15(degrees) 45' 47\" East 0.73 feet to the true\npoint of beginning of this description; 2) continuing North 15(degrees) 45' 47\"\nEast 45.87 feet to the beginning of a nontangent curve concave Northerly with a\nradius of 2739.00 feet; thence leaving said Easterly line of said 27.755 acre\nparcel from a tangent bearing of South 74(degrees) 51' 31\" West along said curve\n(with a radius of 2739.00 feet) through a central angle of 12(degrees) 37' 47\"\nand an arc length of 603.76 feet to the beginning of a compound curve concave\nNortherly with a radius of 3655.70 feet; thence Westerly along the last said\ncurve (with a radius of 3655.70 feet) through a central angle of 1(degree) 33'\n45\" and an arc length of 99.70 feet; thence South 89(degrees) 03' 03\" West\n552.58 feet to the Westerly line of said 27.755 acre parcel and to Point \"A\";\nthence Southerly along said Westerly line of said 27.755 acre parcel, the\nfollowing two (2) described courses: 1) South 6(degrees) 41' 08\" West 10.31 feet\nto the beginning of a curve concave Easterly with a radius of 284.00 feet) 2)\nSoutherly along the last said curve (with a radius of 284.00 feet) through a\ncentral angle of 5(degrees) 49' 42\" and an arc length of 28.89 feet; thence\nleaving said Westerly line of said 27.755 acre parcel North 89(degrees) 03' 03\"\nEast 597.76 feet to the beginning of a curve concave Northerly (with a radius of\n2647.00 feet); thence Easterly along the last said curve (with a radius of\n2647.00 feet) through a central angle of 14(degrees) 02' 05\" and an arc length\nof 648.39 feet to the true point of beginning.\n\nALSO EXCEPTING THEREFROM that portion thereof described in the deed to The City\nof Sunnyvale recorded December 23, 1998, Document No. 14567148, Official Records\nand more particularly described as follows:\n\nBeginning at the most Southeasterly corner of said 27.755 acre parcel of land,\nas said parcel is shown on that certain Record of Survey filed in Book 263 of\nMaps, page 10, Records of Santa Clara County, California, said corner also being\non the Northerly right-of-way line of the lands described in the Deed to the\nState of California, recorded on March 21, 1958 in Book 4035 of Official\nRecords, page 591, Records of Santa Clara County; thence along the Southerly\nline of said 27.755 acre parcel of land, and along said Northerly right-of-way\nline, the following seven (7) courses: 1) South 72(degrees) 40' 61\" West 467.92\nfeet to the beginning of a curve to the right having a radius of 1924.00 feet;\n2) along said curve through a central angle of 05(degrees) 24' 34\" for an arc\nlength of 181.65 feet; 3) South 78(degrees) 05' 25\" West 269.53 feet to the\nbeginning of a curve to the right having a radius of 410.00 feet; 4) along said\ncurve through a central angle of 20(degrees) 55' 04\" for an arc length of 149.68\nfeet; 5) North 69(degrees) 29' 03\" West 185.61 feet to the beginning of a curve\nto the right having a radius of 41.00 feet; 6) along said curve through a\ncentral angle of 63(degrees) 68' 31\" for an arc length of 45.78 feet to the\nbeginning of a curve to the right having a radius of 284,00 feet; 7) along said\ncurve through a central angle of 05(degrees) 27' 01\" for an arc length of 27.02\nfeet; thence leaving last said lines along the Southerly proposed acquisition\nline for the area designated as 2101-A, as shown on the Santa Clara County\nTransportation Agency Tasman Corridor Project Appraisal Map, dated March 22,\n1998, the following two (2) courses: 1) North 88(degrees) 09' 49\" East 597.97\nfeet to the beginning of a curve to the left, having a radius of 2647.00 feet;\n2) along said curve, through a central angle of 14(degrees) 02' 05\" for an arc\nlength of 648.39 feet to a point on the Easterly line of said 27.755 acre parcel\nof land; thence along said Easterly line South 14(degrees) 52' 20\" West 0.72\nfeet to the point of beginning of this description.\n\n(LEGAL DESCRIPTION CONTINUED NEXT PAGE)\n\n\n\n                                                               Order No. 517852\n                                                                     Page No. 9\n\nLEGAL DESCRIPTION: (Continued)\n\nPARCEL TWO:\n\nAll that certain real property, being a portion of that certain Relinquishment\nfrom the State of California to the City of Sunnyvale (Request 40500) recorded\nas Segment 1 in Document 14249920 in the Official Records of Santa Clara County,\nCalifornia, and being more particularly described as follows:\n\nBeginning at the most Northerly point of Parcel 1, as said Parcel 1 is described\nin that certain Relinquishment No. 22171 as said Relinquishment is recorded in\nBook 6174, pages 121-125, Official Records of Santa Clara County, California,\nsaid point being on the Westerly line of said Segment 1 of said Relinquishment\nto the City of Sunnyvale; thence Southerly along the generally Easterly line of\nsaid Parcel 1 (generally Westerly line of said Segment 1) the following seven\n(7) courses: 1) South 15(degrees) 18' 06\" West 106.20 feet; 2) North 73(degrees)\n43' 54\" West 18.26 feet to the beginning of a nontangent curve concave Southerly\nwith a radius of 19.00 feet; 3) from a tangent bearing of North 63(degrees) 58'\n29\" West along said curve (with a radius of 19.00 feet) through a central angle\nof 67(degrees) 23' 17\" and an arc length of 22.35 feet to the beginning of a\ncompound curve concave Southeasterly with a radius of 74.00 feet; 4)\nSouthwesterly along the last said curve (with a radius of 74.00 feet) through a\ncentral angle of 50(degrees) 48' 34\" and an arc length of 65.62 feet; 5) South\n2(degrees) 10' 20\" East 150.75 feet to the beginning of a curve concave Westerly\nwith a radius of 118.00 feet; 6) Southerly along the last said curve (with a\nradius of 118.00 feet) through a central angle of 18(degrees) 26' 26\" and an arc\nlength of 37.98 feet; 7) South 16(degrees) 16' 06\" West 316.73 feet; thence\nleaving said generally Easterly line of Parcel 1 (generally Westerly line of\nSegment 1) North 89(degrees) 03' 03\" East 74.12 feet to the Westerly line of\nthat certain 27.755 acre parcel of land shown on that certain Record of Survey\nfiled in Book 263 of Maps, page 10, Records of Santa Clara County and to the\nEasterly line of said Segment 1 of said Relinquishment to the City of Sunnyvale;\nthence Northerly along said Westerly line of said 27.755 acre parcel (Easterly\nline of Segment 1) the following two (2) described courses: 1) North 6(degrees)\n41' 08\" East 133.77 feet; 2) North 16(degrees) 16' 11\" East 683.38 feet; thence\nleaving said Westerly line of said 27.755 acre parcel (Easterly line of Segment\n1) Westerly along the Northerly line of said Segment 1, North 73(degrees) 43'\n49\" West 40.00 feet to said generally Westerly line of Segment 1; thence\nSoutherly along said generally Westerly line of Segment 1 South 22(degrees) 16'\n03\" West 163.27 feet to the point of beginning.\n\nPARCEL THREE:\n\nAll of that certain property being a portion of the Lands of the Santa Clara\nValley Transportation Authority, being more particularly described as follows:\n\nBeginning at the most Northerly point of Parcel 1, as said Parcel 1 is described\nin that certain Relinquishment No. 22171 as said Relinquishment is recorded in\nBook 6174, Pages 121-125, Official Records of Santa Clara County, California,\nthence Southerly along the generally Easterly line of said Parcel 1 the\nfollowing seven (7) described courses: 1) South 16(degrees) 16' 06\" West 106.20\nfeet; 2) North 73(degrees) 43' 54\" West 18.26 feet to the beginning of a\nnontangent curve concave Southerly with a radius of 19.00 feet 3) from a tangent\nbearing of North 63(degrees) 58' 29\" West along said curve (with a radius of\n19.00 feet) through a central angle of 67(degrees) 23' 17\" and an arc length of\n22.35 feet to the beginning of a compound curve concave Southeasterly with a\nradius of 74.00 feet; 4) Southwesterly along the last said curve (with a radius\nof 74.00 feet) through a central angle of 50(degrees) 48' 34\" and an arc length\nof 65.62 feet; 5) South 2(degrees) 10' 20\" East 150.75 feet to the beginning of\na curve concave Westerly with a radius of 118.00 feet; 6) Southerly along the\nlast said curve (with a radius of 118.00 feet) through a central angle of\n18(degrees) 26' 28\" and an arc length of 37.98 feet; 7) South 16(degrees) 16'\n06\" West 376.41 feet; thence leaving said generally Easterly line of Parcel 1\nSouth 89(degrees) 03' 03\" West 48.38 feet to the\n\n(LEGAL DESCRIPTION CONTINUED NEXT PAGE)\n\n\n\n                                                               Order No. 517852\n                                                                    Page No. 10\n\nLEGAL DESCRIPTION: (Continued)\n\nbeginning of a nontangent curve concave Westerly with a radius of 92.00 feet and\nto the generally Northerly (and Westerly) line of said Parcel 1; thence\nNortherly along said generally Northerly (and Westerly) line of Parcel 1, the\nfollowing six (6) described courses: 1) from a tangent bearing of North\n20(degrees) 11\" 22\" East along the last said curve (with a radius of 92.00 feet)\nthrough a central angle of 3(degrees) 55' 16\" and an arc length of 6.30 feet; 2)\nNorth 16(degrees) 16' 06\" East 384.44 feet to the beginning of a curve concave\nWesterly with a radius of 72.00 feet; 3) Northerly along the last said curve\n(with a radius of 72.00 feet) through a central angle of 18(degrees) 26' 26\" and\nan arc length of 23.17 feet; 4) North 2(degrees) 10' 20\" West 185.68 feet to the\nbeginning of a curve concave Southeasterly with a radius of 90.00 feet; 5)\nNortheasterly along the last said curve (with a radius of 90.00 feet) through a\ncentral angle of 93(degrees) 51' 33\" and an arc length of 147.43 feet to the\nbeginning of a reverse curve concave Northwesterly with a radius of 50.00 feet;\n6) Northeasterly along the last said curve (with a radius of 50.00 feet) through\na central angle of 69(degrees) 58' 05\" and an arc length of 61.05 feet to the\npoint of beginning.\n\nPARCEL FOUR:\n\nA non-exclusive easement 30 feet in width for the purpose of ingress and egress\nand utilities, as reserved in the Deed to the United States of America, recorded\nSeptember 18, 1968 in Book 8265 of Official Records, page 381, more particularly\ndescribed as follows:\n\nCommencing at the beginning of the Parcel Two described in said Deed; thence\nalong the Northerly Iine of the lands conveyed to the State of California, South\n65(degrees) 49' 50\" West 147.52 feet; thence along the arc of a tangent curve to\nthe right, having a radius of 960.00 feet, through a central angle of 6(degrees)\n52' 02\", a distance of 116.06 feet; thence South 72(degrees) 41' 52\" West 97.89\nfeet to the true point of beginning of the reservation; thence from said true\npoint of beginning of the reservation, South 72(degrees) 41' 52\" West 35.44\nfeet; thence leaving said Northerly line, North 14(degrees) 52' 20\" East 686.09\nfeet; thence South 75(degrees) 07' 40\" East 30.00 feet; thence South 14(degrees)\n52' 20\" West 667.22 feet to the true point of beginning of the reservation.\n\nPARCEL FIVE:\n\nStorm drain easements with the right of encroachment and access for operation,\nmaintenance and related functions, as reserved in the Deed to the United States\nof America recorded September 18, 1968 in Book 8265 of Official Records, page\n381, more particularly described as follows:\n\nStorm Drain Easement No. 1\n\nCommencing at the beginning of Parcel Two described in said Deed; thence along\nthe Northerly line of the lands conveyed to the State of California, South\n63(degrees) 49' 50\" West 147.52 feet; thence along the arc of a tangent curve to\nthe right having a radius of 960.00 feet, through a central angle of 6(degrees)\n52' 02\", a distance of 115.06 feet; thence South 72(degrees) 41' 52\" West 133.33\nfeet; thence leaving said Northerly line, North 14(degrees) 52' 20\" East 78.00\nfeet to the centerline of the 10-ft. wide storm drain easement which is the true\npoint of beginning of the reservation of Storm Drain Easement No. 1; thence from\ntrue point of beginning of the reservation of Storm Drain Easement No. 1. South\n62(degrees) 30' 00\" East 50 feet, more or less, along the centerline of the\n10-ft. wide easement to the 45-ft. wide drainage easement conveyed to the Santa\nClara County Flood Control and Water Conservation District and recorded in Book\n4562 of Official Records, at page 11, in the Office of the County Recorder of\nthe County of Santa Clara, State of California.\n\n(LEGAL DESCRIPTION CONTINUED NEXT PAGE)\n\n\n                                                               Order No. 517852\n                                                                    Page No. 11\n\nLEGAL DESCRIPTION: (Continued)\n\nStorm Drain Easement No. 2\n\nCommencing at the beginning of Parcel Two described in said Deed; thence along\nthe Northerly line of the lands conveyed to the State of California, South\n65(degrees) 49' 50\" West 147.52 feet; thence along the arc of a tangent curve to\nthe right, having a radius of 960.00 feet, through a central angle of 6(degrees)\n52' 02\", a distance of 115.06 feet; thence South 72(degrees) 41' 52\" West 133.33\nfeet; thence leaving said Northerly line, North 14(degrees) 52' 20\" East 686.09\nfeet; thence South 75(degrees) 07' 40\" East 40.00 feet to the true point of\nbeginning of the reservation of Storm Drain Easement No, 2; thence from said\ntrue point of beginning of the reservation of Storm Drain Easement No. 2, South\n14(degrees) 52' 20\" West 35.00 feet; thence North 75(degrees) 07' 40\" West 40.00\nfeet; thence North 14(degrees) 52' 20\" East 15.00 feet; thence South 75(degrees)\n07' 40\" East 30.00 feet; thence North 14(degrees) 52' 20\" East 20.00 feet;\nthence South 75(degrees) 07' 40\" East 10.00 feet to the true point of beginning\nof the reservation of Storm Drain Easement No. 2.\n\nPARCEL SIX:\n\nEasements described in and according to the terms and provisions set forth in\nthe DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS, AND RECIPROCAL\nEASEMENTS (BAYSHORE\/JAGELS\/MANILA PARCELS) by Lockheed Martin Corporation\nrecorded November 9, 1999 as Instrument No. 15053464, Official Records.\n\nAPN: 110-02-067\nARB: 110-1-24; 110-2-x61, 64\n\n\n                                    EXHIBIT B\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                    LEASE TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martino Way\n                              Sunnyvale, California\n\n                     SHELL BUILDING PLANS AND SPECIFICATIONS\n\n                                (To be provided)\n\n\n\n\n                            [EXHIBIT \"B\" ARIBA LEASE p. 1 of 4\n                                    [FIRST FLOOR PLAN]\n\n\n\n                               [EXHIBIT \"B\" ARIBA p. 2 of 4\n\n                                   [SECOND FLOOR PLAN]\n\n\n\n                            [EXHIBIT \"B\" ARIBA LEASE p. 3 of 4\n\n                                    [THIRD FLOOR PLAN]\n\n\n\n                                 [EXHIBIT \"B\" ARIBA LEASE\n\n                                   [FOURTH FLOOR PLAN]\n\n\n\n\n                                    EXHIBIT C\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                  WORK LETTER AGREEMENT FOR TENANT IMPROVEMENTS\n                      AND INTERIOR SPECIFICATION STANDARDS\n\nThis agreement supplements the above referenced Lease executed concurrently\nherewith and is as follows:\n\n      1. Lessee shall devote such time as may be necessary to enable Lessor to\ncomplete and obtain by the respective dates specified in Section 2.04(d) of the\nLease Lessee's written approval, and approval by appropriate government\nauthorities, of the final Working Drawings. The Working Drawings, as they may be\nmodified or provided herein, shall be prepared by Lessor in accordance with the\ndesign specified by Lessee and reasonably approved by Lessor. Lessee shall be\nresponsible for the suitability, for Lessee's needs and business, of the design\nand function of all Tenant Improvements. All improvements to be constructed by\nLessor as shown on the Working Drawings, standard or special, shall be defined\nas \"Tenant Improvements.\" All Tenant Improvements materials shall be of a\nquality equal to or greater than the quality of materials described on the\nInterior Specification Standards attached hereto as Schedule One.\n\n      2. Lessor shall cause General Contractor to complete the construction of\nthe Tenant Improvements in a good and workmanlike manner and in substantial\naccordance with the Working Drawings. Lessor shall not, however, be responsible\nfor procuring or installing in the Premises any trade fixtures, equipment,\nfurniture, furnishings, telephone equipment or other personal property\n(\"Personal Property\") to be used in the Premises by Lessee, and the cost of such\nPersonal Property shall be paid by Lessee. Lessee shall conform to all Project\nstandards in installing any Personal Property and shall be subject to any and\nall rules of the site during construction.\n\n3. Payment for the Tenant Improvements shall be pursuant to Section 2.04(g) of\nthe Lease.\n\n      4. Lessee shall, by signing the Working Drawings within the time set forth\nin Section 2.04 (d) of the Lease, give Lessor authorization to complete the\nTenant Improvements in accordance with such Working Drawings. If Lessee shall\nrequest any change, addition or alteration in the approved Working Drawings,\nLessor shall promptly give Lessee a written\n\n\n\n\nestimate of the cost of engineering and design services to prepare a change\norder (the \"Change Order\") in accordance with such request and the time delay\nexpected because of such request. If Lessee, in writing, approves such written\nestimate, Lessor shall have the Change Order prepared and Lessee shall\nconcurrently reimburse Lessor for the cost thereof. Promptly upon the completion\nof such Change Order, Lessor shall notify Lessee in writing of the cost and\ndelay which will be chargeable to Lessee by reason of such change, addition or\ndeletion. Lessee shall within three (3) business days notify Lessor in writing\nwhether it desires to proceed with such change, addition or deletion, and in the\nabsence of such written authorization, the Change Order will be deemed canceled\nand Lessee shall be chargeable with any delay in the completion of the Premises\nresulting from the processing of such Change Order, including the three (3)\nbusiness day approval period.\n\n      5. If the completion of the Tenant Improvements in the Premises is delayed\n(i) at the request of Lessee, (ii) by Lessee's failure to comply with the\nforgoing provisions and time frames set forth in Section 2:04(d), or (iii) by\nchanges in the work ordered by Lessee or by extra work ordered by Lessee, or\n(iv) because Lessee chooses to have additional work performed by Lessor, then\nLessee shall be responsible for all costs and any expenses occasioned by such\ndelay including, without limitation, any costs and expenses attributable to\nincreases in labor or materials; and there shall be no delay in the commencement\nof Lessee's obligation to pay Rent because of Lessor's failure to complete the\nTenant Improvements on time and any such delay in completion shall constitute\nLessee Delay for purposes of Section 3.01 (a) of the Lease.\n\n      Each person executing this Work Letter Agreement certifies that he or she\nis authorized to do so on behalf of and as the act of the entity indicated.\nExecuted as of March __, 2000, at ____________ (___________ County), California.\n\nMOFFETT PARK DRIVE LLC,                     ARIBA INC.,\nA California limited liability company      a Delaware corporation\n\n\nBy:                                         By: \/s\/ Edward Kinsey\n   ---------------------------                 -----------------------------\n       Jay Paul                                  Edward P. Kinsey\n Its:  Manager                                  (Type or print name)\n                                               \n                                            Its: Edward Kinsey\n                                                ----------------------------\n                                                  Vice President - Finance\n\n                                            By:   Chief Financial Officer\n                                                -----------------------------\n\n                                                -----------------------------\n                                            (Type or print name) \n                                            Its:\n                                                 ----------------------------\n\n\n\n                                  SCHEDULE ONE\n                                       TO\n                                    EXHIBIT C\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                        INTERIOR SPECIFICATION STANDARDS\n\n                         ABBREVIATED BUILDING STANDARDS\n\nNote: The Tenant Improvements shall be Class \"A\" and their quality must be at a\nminimum, per the following standards:\n\nGENERAL OFFICE\n\nCUSTOM CABINETRY\n\n      SCOPE: All materials and labor for the construction and installation of\n      Cabinetry and all related accessories per WIC Standards.\n\nA.    Trade Standards: Woodworking Institute of California (WIC) latest edition\n      Section 15 and 16 for plastic laminated casework and plastic laminated\n      countertops. Color of plastic laminate to be selected by Architect\nB.    All cabinetry to be constructed to \"Custom-Grade\" Specifications.\n      Cabinetry to be flush overlay construction.\nC.    Plastic Laminate: High Pressure thermoset laminated plastic surfacing\n      material to equal or surpass NEMA LD3, Nevamar, WilsonArt or approved\n      equal.\n      1.    Countertops, shelf-tops, splashes, and edges: Grade GP 50, 0.050 \n            inches thick.\n      2.    All other exposed vertical surfaces: Grade GP 28, 0.028 inches thick\n      3.    Semi-exposed backing sheet: Grade CL 20, 0.020 inches thick\n      4.    Concealed backing sheet; Grade BK 20, 0.020 inches thick\nD.    Adhesives: Bond surfaces to Type 11 as recommend by Plastic Laminate\n      Manufacturer.\n\n\n\nE.    Hinges: Heavy-duty concealed self-closing hinges. Amount of hinges per\n      Door per WIC. Stanley or approved equal\nF.    Door and Drawer Pulls: Wire-pull with 4-inch centers; Dull Chrome finish;\n      Stanley 4483 or approved equal.\nG.    Drawer slides: Heavy-duty grade with ball-bearings. Stanley, Klein, or\n      approved equal\nH.    Door Catches: Heavy-duty commercial friction type.\n      1.    Recessed Adjustable Shelf Standards: Aluminum or zinc-plated\n            recessed type; Knape &amp; Vogt with clips or approved equal.\nJ.    Base and Wall Cabinets including doors: 3\/4-inch thick medium density\n      particleboard:\n      1.    Conceal all fastenings.\n      2.    Provide clear spaces as required for mechanical and electrical \n            fittings\n      3.    Plastic laminate and self-edge all shelves.\n      4.    Provide 3\/4-inch thick doors and drawer faces.\n      5.    Unless indicated otherwise, all shelving to be adjustable.\n      6.    Provide back and ends on all cabinets.\n      7.    All exposed cabinet faces to be plastic-laminated.\nK.    Countertops and Shelving: 3\/4-inch thick medium density particleboard.\n      Backsplash to be 3\/4 inches thick, glued and screwed into top with scribed\n      edges. Joints in countertop to be not closer than 24 inches from sinks.\n      Joints shall be shop fitted, splined, glued and mechanically fastened. \nL.    Installation of Cabinetry shall be per WIC instructions, Custom Grade.\n\nWOOD DOORS\n\nSCOPE: All materials and labor necessary for the installation of Wood Doors, \n       required accessories and preparations for hardware.\n\nA.    Non-rated Wood Doors: 1-3\/4 inch thick, flush, solid core, plain sliced \n      Birch veneer with Birch edge. Cores may be either of the following: Glued \n      block Hardwood Core per NWMA or Particleboard Core per NWMA. Manufacturer:\n      Algoma, Weyerhaeuser, or approved equal.\nB.    Fire-rated Wood Doors: 1-3\/4 inch thick, flush, solid core, plain sliced \n      Birch face veneer with Birch Edge with mineral core per rating. \n      Manufacturer: Algoma, Weyerhaeuser, or approved equal. Doors shall have a \n      permanent UL label.\nC.    Vision Panels (where applies): Fire rated vision panel where required: Set\n      in square metal stop to match metal doorstops as provided by doorframe \n      manufacturer.\nD.    Doors shall be 8'- 0\" x 3'-0\" leafs typical.\n\nALUMINUM DOOR AND WINDOW FRAMES\n\nSCOPE: All materials and labor necessary for the installation of Aluminum Door\nFrames.\n\nA.    Frame Manufacturers: Raco, or Ragland Manufacturing Company, Inc.\nB.    Door Frames: Non-rated and 20-minute label, Raco \"Trimstyle\" frame with \n      Trim 700 (3\/8 inch by 1- 1\/2 inch) with no exposed fasteners.\nC.    Finish, Door and Window Frame Extrusions, Wall Trim:\n      1.    Painted and oven-cured with \"Duralaq\" finish.\n      2.    Color: Clear.\n      3.    Finish shall meet or exceed requirements of AAMA Specifications 603.\n      4.    Coat inside of frame profile with bituminous coating to a thickness\n            of 1\/16 inch where in contact with dissimilar materials.\n\nDOOR HARDWARE\n\nSCOPE: All materials and labor for the installation of all Door Hardware,\nIocksets, closers, hinges,\n\n\n\nmiscellaneous door hardware.\n\nA.    Swinging Door Lockset and Cylinder: Schlage \"L\" series with lever handle\n      with 6 pin cylinder.\nB.    Keyway: Furnish blank keyways to match existing master-key system. Match\n      existing keyways.\nC.    Finishes: Satin Chrome, 626 finish. Paint closers to match.\nD.    Kickplates: 16 gauge stainless steel; 10 inches high: width to equal door\n      width less 2 inches.\n\n                                HARDWARE SCHEDULE\n\n        Hardware Group A (Typical, rated, single door)\n\n         1            Lockset            Schlage        L9050PD\n         1-1\/2 pair   Butt Hinges        Hager          BB1279\n         1            Closer             Norton         700 Series\n         1            Stop               Quality        (332 @ carpet)\n         1            Smoke Seal         Pemko\n\nHardware Group B (Typical, rated, closet\/service door)\n\n         1            Lockset            Schlage        L9080PD\n         1-1\/2 pair   Butt Hinges        Hager          BB1279\n         1            Closer             Norton         700 Series w\/ hold-open\n         1            Stop               Quality        (332 @ carpet)\n         1            Smoke Seal         Pemko\n\nHardware Group C (Typical, non-rated door)\n\n         1             Lockset           Schlage        L9050PD\n         1-1\/2 pair    Butt Hinges       Hager          BB1279\n         1             Stop              Quality        (332 @ carpet)\n\nHardware Group D (Typical, non-rated, closet\/service door)\n\n         1             Lockset           Schlage        L9080PD\n         1-1\/2 pair    Butt Hinges       Hager          BB1279\n         1             Stop              Quality        (332 @ carpet)\n\nHardware Group E (Card-access door)\n\n         1             Electric Lockset  Schlage        L9080PDGU\n         1-1\/2 pair    Butt Hinges       Hager          BB1279 - NRP\n         (2 pr @ 8' door)\n         1             Electric Butt     Hager\n         1             Closer            Norton         700 Series w\/ hold-open\n         1             Stop              Quality        (332 @ carpet)\n\nHardware Group F (Typical, double door)\n\n         1             Electric Lockset  Schlage        L9050PD\n         3 pair        Butt Hinges       Hager          BB1270\n         1             Auto Flush Bolt   Glyn Johnson   FB-8\n         1             Dustproof Strike  Glyn Johnson   DP2\n         2             Closer            Norton         7700 Series\n         2             Stop              Quality        (332 @ carpet)\n         1             Astragal          Pemko\n         1             Coordinator       Glyn Johnson\n         1             Smoke Seal        Pemko\n\n\n\nGLAZING\n\nSCOPE: All materials and labor for the installation of Glass.\n\nA.    Manufacturers: PPG Industries, or Viracon, Inc. See glazing schedule \n      below.\nB.    Shop prepares all glazing. Edges to have no chips or fissures.\nC.    Glazing Materials:\n\n      1.    Safety Glass: ASTM C1048, fully tempered with horizontal tempering,\n            Condition A uncoated, Type 1 transparent fiat, Class 1 clear,\n            Quality q3 glazing select, conforming to ANSI Z97.1\n      2.    Mirror Glass: Clear float type with copper and silver coating,\n            organic overcoating, square polished edges, 1\/4-inch thick,\n      3.    Wire Glass: Clear, polished both sides, square wire mesh of woven\n            stainless steel wire 1\/2 inch x 1\/2 inch grid; 1\/4 inch thick.\n      4.    Tempered Glass: 1\/4 inch thick, no tong marks. UL rated for 1 -hour\n            rating.\n      5.    Spacers: Neoprene.\n      6.    Tape to be poly-iso-butylene.\n\nD.    Schedule:\n\n      1.    Type A: 1\/4-inch thick mirror, annealed, heat strengthened, or full\n            tempered as required.\n      2.    Type B: 1\/4 inch thick clear float glass, annealed, heat\n            strengthened, or full tempered as required.\n      3.    Type C: 1\/4-inch thick wire glass plate, square pattern \"Baroque\"\n\nLIGHT GAUGE METAL FRAMING\n\nSCOPE: All materials and labor necessary for the installation of metal framing\nand related accessories.\n\nA.    Structural Studs: 14 gauge punched channel studs with knurled screw-type\n      flanges, prime-coated steel. Manufacturer: United States Gypsum SJ or\n      approved equal. Submit cut-sheet of material.\nB.    Partition Studs: 20 gauge studs with key-hole shaped punch-outs at 24\n      inches on center. Manufacturer: United States Gypsum ST or approved equal.\nC.    Fasteners for Structural Studs: Metal screws as recommended by metal\n      system manufacturer. Weld at all structural connection points.\nD.    Reinforce framed door and window openings with double studs at each jamb\n      (flange-to-flange and weld) and fasten to runners with screws and weld.\n      Reinforce head with 14 gauge double stud same width as wall. Screw and\n      weld.\nE.    Provide all accessories as required to fasten metal-framing per\n      manufacturers recommendations.\nF.    Provide and install fiat-strapping at all structural walls (walls with\n      concrete footings beneath the walls). Minimum bracing shall be 25 % of\n      structural walls shall be braced with fiat-strapping per Manufacturers\n      recommendations. Weld at all strap ends and at all intermediate studs.\nG.    Provide foundation clips at 4'-0\" on center at structural walls. Anchor\n      with 1\/2 inch diameter by 10 inch long anchor bolts.\nH.    Non-structural interior partitions shall be anchored with power-driven\n      fasteners at 4'-0\" on center at the concrete slab.\n\nACOUSTIC CEILING SYSTEM\n\nSCOPE: All materials and labor for the installation of the Acoustic Ceiling\n       System including T-Bar system, Acoustic Ceiling Panels, Suspension wiring\n       and fastening devices and Glued-down Ceiling Panels.\n\n\nA.    Manufacturer: Armstrong, or approved equal. Exposed T-bar system; factory\n      painted; steel construction; rated for intermediate duty.\nD.    Acoustical Tile: \"Second Look\", conforming to the following:\n      1.    Size: 24 x 48 inches.\n      2.    Thickness: 3\/4 inches.\n      3.    Composition: Mineral.\n      4.    NRC Range: .55 to .60.\n      5.    STC Range: 35 to 39.\n      6.    Flame Spread: ASTME84,0-25. UL Label, 25 or under.\n      7.    Edge: Tegular, Lay-in.\n      8.    Surface Color: White.\n      9.    Surface Finish: Factory-applied washable vinyl latex paint.\n\nG.    Installation to be per ASTM C636 structural testing. Lateral support for\n      each 96 square feet of ceiling flared at 45 degrees in 4 directions.\nH.    Provide clips for panel uplift restraints at all panels, 2 per panel.\n\nGYPSUM WALLBOARD\n\nSCOPE: Provide all materials and labor for the installation of Gypsum Wallboard\nincluding all accessories and finishes.\n\nA.    Standard Gypsum Wallboard: ASTM C36;. Ends square cut, tapered edges.\nB.    Fire Resistant Gypsum Wallboard: ASTM C36, 5\/8 inches thick Type X. Ends\n      square cut, tapered edges. See Drawings for locations.\nC.    Moisture-resistant gypsum wallboard: ASTM C630-90.\nD.    Joint-reinforcing Tape and Joint Compound: ASTM C475, as manufactured by\n      or recommended by wallboard manufacturer. Minimum 3 coat application for a\n      smooth finish.\nE.    Corner Bead: Provide at all exposed outside corners;\nF.    L-shaped edge trim: Provide at all exposed intersections with different\n      materials.\nG.    All work shall be done in accordance with the USG recommended method of\n      installation.\n      1.    Finish: smooth.\n\nPAINTING\n\nA.    Paint Manufacturers: ICI, Dunn-Edwards Corporation, Kelly Moore.\nB.    Paint colors shall be selected by the Architect.\nC.    Painting Schedule: Provide for 4 different color applications\n      1.    P-l: \"Field\". Color to be selected.\n      2.    P-2: \"Accent\". Color to be selected.\n      3.    P-3: \"Accent\". Color to be selected.\n      4.    P-4: \"Accent\". Color to be selected.\nD.    Interior Gypsum Wallboard:\n      1.    Primer: Vinyl Wall Primer\/Sealer.\n      2.    1 stand 2nd Coat: Eggshell Acrylic Latex.\nE.    Metal Framing:\n      1.    Primer: Red Oxide, shop-primed (for non-galvanized) if exposed.\nF.    Wood Work, Wood Doors:\n      1.    Two coats of transparent finish. Sand lightly between coats with\n            steel wool.\n\nINSULATION\n\nA.    R-15 in exterior walls.\nB.    R-25 on Roof.\n\n\n\nC.    Sound batts in conference, restroom and lobby walls.\n\nROOF EQUIPMENT\n\nA.    Stainless steel mechanical platform and associated access stairs and guard\n      rail system\nB.    EIFS roof screen to match detail of exterior GFRC Panel.\n\nFULL HEIGHT GLAZED PARTITION\n\nA.   1\/4\" glazed partition, in building standard aluminum frame\n\nFINISHES\n\nA.    Vinyl Composite Tile: Armstrong stonetex, 12\"x 12\"\nB.    Resilient Base: Burke rubber wall base, 4\" top set or cove, as appropriate\n      for VCT or carpet.\nC.    Window Coverings: Miniblinds, Levelor, color: TBD\nD.    Carpet:\n\n            Option 1: Designweave, Windswept Classic 30 oz. (Direct glue\n                      installation) or equal\n\n            Option 2: (cut pile) Designweave, Tempest Classic 32 oz. (Direct\n            Upgrade   glue installation) or equal.\n\n            Option 3: (cut pile) Designweave, Sabre Classic, 38 oz. (Direct glue\n            Upgrade   installation) or equal.\n\nKITCHEN FIXTURES\n\nA.    Sink: Ekkay stainless steel, GECR-2521-L&amp;R, 20 gauge, 25\"w x 21 1\/4\" D x 5\n      3\/8\" D, ADA compliant.\nB.    Kitchen Faucet: American Standard, Silhouette Single control, #4205\n      series, spout 9 3\/4\"\n\nKITCHEN APPLIANCES\n\nA.    Dishwasher:\n            Option 1: GE GSD463DZWW, 24'W x 24 3\/4\" D x 34-35\" H, 9 gallons\/wash\n            Option 2: Bosch, SHU5300 series, 5.4 gallons\/wash-with water heater\n\nB.    Refrigerator:\n            Full Size: GE, \"S\" series top-mount, TBX16SYZ, 16.4 cubic\n                       feet, recessed, recessed handles, 28\" W x 29 1\/8\" D x\n                       66 3\/4\" H, white, optional factory installed\n                       ice-maker.\n\n            Under-counter:\n                 Option 1: U-Line, #29R, 3.5 cubic feet, white\n                 Option 2: U-Line, Combo 29FF, Frost Free with factory installed\n                           icemaker, 2.1 cubic feet, white\n\nC.    Microwave:  GE, Spacemaker II JEM25WY, Midsize, 9 cubic feet, 800 watts, \n                  23 13\/-16\" W x 11 13\/16\"D x 12 5\/16\" H\n\n\n                  Option 1:  Under counter Mounting Kit, #4AD19-4\n                  Option 2:  Accessory Trim Kit # JXB37WN, 26 1\/8\" W X 18 1\/4\" H\n                             (built-in application)\n\nD.    Garbage Disposal: ISE #77, 3\/4\" horsepower\n\nE.    Water Heater: To be selected by DES.\n\nPUBLIC SPACES\n\nFRONT BUILDING LOBBY\n\n     Walk Off Matts:       Design Materials, Sisel, Calcetta #68. Natural, \n                           100% coir\n\n     Floor Tile:           3\/8\" x 18\" x 18\" Stone or Marble set in mortar bed in\n                           recessed slab as approved by Owner\n\n     Transition Strips:    5\/16\" x 11\/4\" x random length strips, cherry wood \n                           flooring\n\n     Corridor Carpeting:   Carpet over pad, Atlas, New Vista or as approved by \n                           Owner\n\n     Lobby Ceiling:        Suspended gypsum board ceiling, Painted\n\n     Building Lobby:       Akarl shades hanging #J1-9 3\/4\" x 5'-2\" or equal as \n                           approved Pendant Fixture by owner.\n\n     Stairs &amp; P &amp; P Railing, Modesto with custom cherry guard rail\n     Mezzanine Railing:    Rep: Oliver Capp (805) 241-8810. Hand and guard \n                           railing P &amp; P Railings, Modesto stainless steel \n                           railing with horizontal spirals and custom cherry \n                           guard rail cap by others, fittings dark gray metallic\n                           or equal as approved by Owner.\n\nBACK BUILDING LOBBY &amp; EMERGENCY STAIRS\n\n     Walk Off Matts:       Design Materials, Sisal, Calcutta #68, Natural, 100%\n                           coir.\n\n     Treads &amp; Landings:    Carpet covered concrete, as approved by Owner\n\n     Stringers, Risers     Painted steel stringer, eggshell finish &amp; enamel.\n     Handrails \n\n     Ceiling:              Suspended gypsum board ceiling.\n\nELEVATORS\n\n     Cars:                 (1) 3800 Ib, (t) 3500 lb 150 ft\/min by Otis\n\n     Elevator Doors:       Stainless Steel\n\n     Elevator\n     Interior Paneling:    Cherry veneer with stainless steel reveals and \n                           railing\n\n     Elevator Floor:       Slate 3\/8\" x 18\" x 18\" tile as approved by Owner.\n\n\n\nRESTROOMS\n\n     Counter tops:         Stone\/marble or equal as approved by Owner\n\n     Walls at Lavatories:  Eggshell finish, latex paint, Benjamin Moore\n\n     Floor at Toilets:     2\" x 2\" matte porcelain ceramic floor tiles, thin \n                           set, Dal-tile.\n\n     Walls at Toilets:     2\" x 2\" matte porcelain ceramic floor tiles, thin \n                           set, Dal-tile.\n\n     Ceiling:              Suspended gypsum board ceiling.\n\n     Toilet compartments:\n\n            A.    Manufactured floor-anchored metal toilet compartments and\n                  wall-hung urinal screens.\n\n            B.    Approved Manufacturer, Global Steel Products Corp, or approved\n                  equal.\n\n            C.    Toilet Partitions; Stainless Steel finish.\n\n            D.    Hardware: Hinges: Manufacturer's standard self-closing type\n                  that can be adjusted to hold door open at any angle up to 90\n                  degrees. Latch and Keeper: Surface-mounted latch unit,\n                  designed for emergency access, with combination rubber-faced\n                  door strike and keeper. Coat Hook: Combination hook and\n                  rubber-tipped bumper. Door Pull: Manufacturer's standard.\n\n      Ceramic Tile\n\n            A.    Manufacturer: DaI-Tile or approved equal.\n\n            B.    Size: 4-1\/4\" x 4-1\/4\" for walls, 8 x 8 for floors, 3\/4\" liner\n                  Strip as accent.\n\n            C.    Glaze: Satin glaze for walls, unglazed tile for floors.\n\n            D.    Color: As selected by Architect.\n\n            E.    Accessories: Base, corners, coved cap and glazed to match\n\n            F.    Wall and floor installation: per applicable TCA\n\n            G.    Waterproof Membrane: Chloraloy or approved equal.\n\n            H.    Tile Backer Board: 1\/2 inch thick wonderboard\n\n            I.    Grout: Commercial Portland Cement Grout; Custom Building\n                  Products or approved equal\n\n            J.    Mortar: Latex-Portland cement mortar; Custom Building Products\n                  or approved equal.\n\nRESTROOM:\n\n      Toilet:              Kohler\/American Standard, commercial quality.\n\n      Urinal:              Kohler\/American Standard, commercial quality.\n\n      Lavatory:            Kohler\/American Standard, undercounter.\n\n      Lavatory Faucet:     Kroin handicap lavatory faucet #HV1LH, polished \n                           chrome.\n\n      Soap Dispenser       Bobrick, 8226, Lavatory mounted for soaps, 34 fl oz. \n      Counter:\n\n      Toilet accessories:\n\n            A.    Manufacturer: Bobrick Washroom Equipment, or approved equal.\n\n\n            B.    Schedule: Model numbers used in this schedule are Bobrick\n                  (134) unless otherwise noted.\n            C.    Combination Paper Towel Dispenser\/Waste Receptacle: Recessed,\n                  Model B-3944, one per restroom #7151 and 7152, and two per\n                  restroom #7050 and 7061.\n            D.    Feminine Napkin Vendor: Recessed, combination napkin\/tampon\n                  vendor, Model B-3500, with 25 cent operation, one per each\n                  women's toilet room.\n            E.    Soap Dispenser: Lavatory mounted dispenser, Model B-822, one\n                  per each lavatory.\n            F.    Toilet Paper Dispenser: Surface-mounted, Model JRT, JR Escort,\n                  \"In-Sight\" by Scott Paper Company, one per stall.\n            G.    Toilet Seat Cover Dispenser: Recessed, wall-mounted, Model\n                  B-301, one per stall.\n            H.    Sanitary Napkin Disposal: Recessed, wall-mounted, Model B-353,\n                  one per each women's handicapped and odd stall.\n            I.    Sanitary Napkin Disposal: Partition-mounted, Model B-354\n                  (serves two stalls).\n            J.    Grab Bars: Horizontal\" 36, B6206-36: 42\", B62-6-42: one per\n                  each handicapped stall.\n            K.    Mop\/Broom Holders: B223-24 (one per janitor closet).\n            L.    Paper Towel Dispensers: Recessed mounted, Model B-359, one at\n                  side wall adjacent to sink.\n\nTENANT CORRIDORS\n\n      Walls:               Eggshell finish, latex paint, Benjamin Moore.\n\n      Floors:              Level loop carpet over pad with 4\" resilient base as \n                           approved by Owner.\n\n      Ceiling:             24\" x 24\" x 3\/4\" thick fine fissured type mineral \n                           fiber, Armstrong Cirus acoustical tile (beveled \n                           regular edge) in a 24\" x 24\" Donn Fineline suspended \n                           grid, white finish.\n\n      Water Fountain:      Haws Model #1114 Stainless Steel #4.\n\n      Cross Corridor       3'-6\" x full height, 20 minute rated, pocket \n      Smoke Detector:      assembly, on magnetic hold opens.\n\n      Corridor             Carpyen \"Berta\" 35cm x 33 cm, engraved curved opaque \n      Wall Sconce          glass, 2 x 7-9W, #G-23 or equal as approved by owner \n\nELECTRICAL\n\nA.    50 foot candles at working surface.\nB.    3 Bulb 2x4 parbolic fixtures\nC.    1\/2 20 Amp circuit for each hard wall office\nD.    Electrical Devices: Recessed wall mounted devices with plastic cover\n      plate. Color: white, multi-gang plate 80400 Series duplex wall outlets.\nE.    Telephone\/Data Outlets: Recessed wall mounted, Standard 2x4 wall box\n      with 3\/4\" EMT conduit from box to sub out above ceiling walls pull string,\n      cabling, terminations and cover-plates, color: white, provided by tenant's\n      vendor. Tenant shall furnish telephone backboard.\nF.    Light Switches: Dual level rocker type, mounted at standard locations,\n      with plastic cover plate, 5325-W cover plate single switch B0401-W, double\n      switch B0409-W. Decors by Leviton, colors: white, and will comply With\n      Title 24 Energy Codes. Decors by Leviton.\n\n\n\nMECHANICAL\n\nA.    VAV Reheat system - design\/build. Each floor to have a minimum of thirty\n      zones. Provide reheat boxes on all zones on top floor and at all exterior\n      zones on lower floor. System shall meet T-24 for ventilation.. Design\n      shall be for 73 deg. Ambient interior temperature and 2 1\/2 watts per sq.\n      ft. min.\n\nFIRE SPRINKLER SYSTEM\n\nAs required by NFPA &amp; factory mutual standard hazard, seismically braced.\n\n                                       END\n\n\n\n                                    EXHIBIT D\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA INC.\n                                       FOR\n                                    Premises\n                                       At\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                   COST RESPONSIBILITIES OF LESSOR AND LESSEE\n                          FOR SHELL TENANT IMPROVEMENTS\n\n      A. Lessor is responsible for the construction of the building shell\nimprovements which shall include the following items:\n\n            Soils Engineer\n            Civil Engineer\n            Architectural and Structural Engineer\n            Landscaping\n                  Empty Electrical Conduits will be provided from the street to\n                  the future electrical room for a 2500 Amp. Service 277\/480\n                  volt service capability for each building. The electrical\n                  conduits will be stubbed up above the floor level.\n            Lessor to provide two vertical risers for fire sprinklers.\n            Testing and Inspection for the shell.\n            Building Permits for the Shell and exterior Premises.\n            Utility Connection Fee (Fire Protection).\n            Area Fees\n            Construction Insurance\n            Construction Interest\n            Construction Taxes\n            Land Interest (if any) \n            Temporary Facilities \n            All site work to include:\n                  Site clearing and grading\n                  Excavating\/Fill\n                  Soil compaction\n                  Site drainage\n                  Site utilities\n                  Paving\n\n\n                  Curbs and gutters \n                  Sidewalks \n                  Parking lot lights\n                  Curb painting and parking lot striping and markings as \n                        required by the City.\n            Fences, to include special enclosures for trash Irrigation System\n            Lawns and planting \n            Building Shells to include:\n                  Concrete Formwork \n                  Concrete Reinforcement (if used) \n                  Cast in pace concrete (if used) \n                  Metal decking (if used)\n            Metal framing (if used) \n            Rough carpentry as related to shell\n            Millworks as related to Shell \n            Glue-Lam structure (if used) \n            Building roof installation \n            Roofing tiles \n            Flashing \n            Drainage Systems for Roof\n            Roof Pitch Pans \n            Caulking\/Sealants \n            Exterior Metal Door\/Frames related to the Shell\n            Wood or Glass Doors as designated as related to the \n            Exterior Shell\n            Overhead Doors \n            Anodized Aluminum Windows \n            Finish Hardware as related to the Shell Doors \n            Glass Glazing as specific on plans \n            Storefront if desired \n            Gutters over front and rear entrances \n            Exterior Loading Docks as specific on plans\n            Water Supply stubbed to the ground floor (first floor of each\n            Building only) \n            Roof drainage \n            Gas piping to face of building at First Floor \n            Telephone and computer conduits between Buildings \n            All Government fees applying to the exterior premises and shell.\n\n      B. The following shall be considered interior improvements costs and shall\nbe the responsibility of the Lessee as provided in the Lease:\n\n            Interior Building Permits\n            Gypsum drywall\n            Ceramic Tile or elate Tile in Lobbies\n            Quarry Tile as specified\n\n\n\n            Quarry Tile as specified\n            Flag Pole\n            Meal door framing\n            All interior Wood doors and Hardware\n            Custom Woodwork\n            Specialized Security construction\n            Interior Glass doors 2nd windows\n            Acoustical Treatment (suspended ceiling)\n            Resilient flooring\n            Any special flooring\n            Carpeting\n            Sprayed fire proofing if required by the code on structural \n            Steel and metal deck surfaces \n            Lift and Lift Operator \n            Interior Painting\n            Wall Coverings including Ceramic Tiles \n            Grease Interceptor if  required \n            Drapery, Blinds or Shades \n            Pedestal floors \n            Toilet Compartments \n            Demountable partitions \n            Firefighting devices (Extinguishers) \n            Toilet and bath accessories \n            Lift (Dock levelers)\n            Plumbing fixtures, trims and vertical piping \n            Interior electrical distribution \n            Lighting \n            Electrical controls \n            Electrical Power Equipment\n            Built in Audio-Visual facilities \n            Built-in Projection screens \n            Water Treatment Discharge \n            Sinks in Coffee Rooms \n            Lunch Room plumbing for vending machines \n            Specialized security systems \n            Specialized Halon Fire Extinguishing systems \n            Fire sprinkler head drops and horizontal distribution \n            Piping off owner-installed vertical risers \n            Specialized caging \n            Special piping for Tank Farm (If installed) \n            Hot water heating system \n            Cool water system \n            HVAC units \n            Ducting controls \n            Air Tempering Systems \n            Elevators and elevator pits (Otis Elevator Lessor Specs)\n\n\n            Mechanical platforms, screens and associated roof accessories \n            Stairs\n            Electrical service (Lessor to provide exterior conduits)\n\n\n                                    EXHIBIT E\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                    LEASE TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                   MEMORANDUM\n                                       OF\n                           COMMENCEMENT OF LEASE TERM\n\n            Pursuant to Article III, Section 3.01, paragraph (a) of the\nabove-referenced Lease, the parties to said Lease agree to the following:\n\n      1.    The Commencement Date of the Lease is ________________, 2001 and the\n            Lease Term commenced on said date. The Expiration Date for the\n            initial Lease Term is ______________, 2013.\n\n      2.    The date for commencement of rent for Building Three is\n            _____________, 2001; for Building 2 is _______,2001; for Building 1\n            is ________________,2001; for Building 4 is ___________, 2001; and\n            for the Amenity Building is _____________, 2001.\n\n      3.    Attached hereto as a part hereof is a true and correct schedule of\n            Base Rent.\n\n      4.    The total Rentable Area of all of the Buildings is ____________ \n            (          ) rentable square feet.\n\n      Each person executing this Memorandum certifies that he or she is\nauthorized to do so on behalf of and as the act of the entity indicated.\nExecuted as of ___________, 2001, at Sunnyvale (Santa Clara County), California.\n\nMOFFETT PARK DRIVE LLC,             ARIBA INC.                         [SEAL]\na California limited                a Delaware corporation\nliability company\n\nBy:                                 By:\n    --------------------------         ----------------------------------\n      Jay Paul                         ----------------------------------\nIts:  Manager                              (Type or print name)\n                                    Its:_________________________________\n\n                                    By:__________________________________\n                                       __________________________________\n                                    (Type or print name) \n                                    Its:_________________________________\n\n\n--------------------------------------------------------------------------------\n                            SCHEDULE TO EXHIBIT E\n\n                                 ARIBA LEASE\n                     MEMORANDUM AND COMMENCEMENT OF RENT\n                        TERM AND SCHEDULE OF BASE RENT\n\n   Building 3\n--------------------------------------------------------------------------------\n   Beginning      Rental Rate       Sq. Ft.             Monthly        Annually\n--------------------------------------------------------------------------------\n\n    1\/25\/01          $3.00          175,000         $525,000.00   $6,300,000.00\n    1\/25\/02          $3.11          175,000         $543,375.00   $6,520,500.00\n    1\/25\/03          $3.21          175,000         $562,393.13   $6,748,717.50\n    1\/25\/04          $3.33          175,000         $582,078.88   $6,984,922.81\n    1\/25\/05          $3.44          175,000         $602,449.58   $7,229,394.90\n    1\/25\/06          $3.56          175,000         $623,535.31   $7,482,423.73\n    1\/25\/07          $3.69          175,000         $645,359.05   $7,744,308.56\n    1\/25\/08          $3.82          175,000         $667,946.61   $8,015,359.38\n    1\/25\/09          $3.95          175,000         $691,324.74   $8,295,896.93\n    1\/25\/10          $4.09          175,000         $715,521.11   $8,586,253.33\n    1\/25\/11          $4.23          175,000         $740,564.35   $8,886,772.19\n    1\/25\/12          $4.38          175,000         $766,484.10   $9,197,809.22\n\n   Building 4\n--------------------------------------------------------------------------------\n   Beginning      Rental Rate       Sq. Ft.             Monthly        Annually\n--------------------------------------------------------------------------------\n\n    2\/15\/01          $3.00          175,000         $525,000.00   $6,300,000.00\n    2\/15\/02          $3.11          175,000         $543,375.00   $6,520,500.00\n    2\/15\/03          $3.21          175,000         $562,393.13   $6,748,717.50\n    2\/15\/04          $3.33          175,000         $582,076.88   $6,984,922.61\n    2\/15\/05          $3.44          175,000         $602,449.58   $7,229,394.90\n    2\/15\/06          $3.56          175,000         $623,535.31   $7,482,423.73\n    2\/15\/07          $3.69          175,000         $645,359.05   $7,744,308.56\n    2\/15\/08          $3.82          175,000         $667,948.61   $8,015,359.36\n    2\/15\/09          $3.95          175,000         $691,324.74   $8,295,898.93\n    2\/15\/10          $4.09          175,000         $715,521.11   $8,586,253.33\n    2\/15\/11          $4.23          175,000         $740,564.35   $8,886,772.19\n    2\/15\/12          $4.38          175,000         $766,484.10   $9,197,808.22\n\n\n\n\n    Building 2\n--------------------------------------------------------------------------------\n    Beginning       Rental Rate      Sq. Ft.             Monthly       Annually\n--------------------------------------------------------------------------------\n\n      3\/8\/01           $3.00         175,000         $525,000.00  $6,300,000.00\n      3\/8\/02           $3.11         175,000         $543,375.00  $6,520,500.00\n      3\/8\/03           $3.21         175,000         $562,383.13  $6,748,717.50\n      3\/8\/04           $3.33         175,000         $582,076.88  $6,984,922.61\n      3\/8\/05           $3.44         175,000         $602,449.58  $7,229,394.90\n      3\/8\/06           $3.56         175,000         $623,535.31  $7,482,423.73\n      3\/8\/07           $3,69         175,000         $645,359.05  $7,744,308.56\n      3\/8\/08           $3.82         175,000         $667,946.81  $8,015,359.36\n      3\/8\/09           $3.95         175,000         $691,324.74  $8,295,896.93\n      3\/8\/10           $4.09         175,000         $715,521.11  $8,586,253.33\n      3\/8\/11           $4.23         175,000         $740,564.35  $8,886,772.19\n      3\/8\/12           $4.38         175,000         $766,484.10  $9,197,809.22\n\n    Building 1\n--------------------------------------------------------------------------------\n    Beginning       Rental Rate      Sq. Ft.             Monthly       Annually\n--------------------------------------------------------------------------------\n\n     3\/29\/01           $3.00         175,000         $525,000.00  $6,300,000.00\n     3\/29\/02           $3.11         175,000         $543,375.00  $6,520,500.00\n     3\/29\/03           $3.21         175,000         $562,393.13  $6,748,717.50\n     3\/29\/04           $3.33         175,000         $582,076.88  $6,984,922.61\n     3\/29\/05           $3.44         175,000         $602,449.58  $7,229,394.90\n     3\/29\/06           $3.56         175,000         $623,535.31  $7,482,423.73\n     3\/29\/07           $3.69         175,000         $645,359.05  $7,744,308.56\n     3\/29\/08           $3.82         175,000         $667,946.61  $8,015,359.36\n     3\/29\/09           $3.95         175,000         $691,324.74  $8,295,896.93\n     3\/29\/10           $4.09         175,000         $715,521.11  $8,586,253.33\n     3\/29\/11           $4.23         175,000         $740,564.35  $8,886,772.19\n     3\/29\/12           $4.38         175,000         $766,484.10  $9,197,809.22\n\n Amenity Building\n--------------------------------------------------------------------------------\n    Beginning       Rental Rate      Sq. Ft.             Monthly       Annually\n--------------------------------------------------------------------------------\n\n     3\/29\/01           $3.00          15,000          $45,000.00    $540,000.00\n     3\/29\/02           $3.11          15,000          $46,575.00    $558,900.00\n     3\/29\/03           $3.21          15,000          $48,205,13    $578,461.50\n     3\/29\/04           $3.33          15,000          $49,892.30    $598,707.65\n     3\/29\/05           $3.44          15,000          $51,638.54    $619,662.42\n     3\/29\/06           $3.56          15,000          $53,445.88    $641,350.61\n     3\/29\/07           $3.69          15,000          $55,316.49    $663,797.88\n     3\/29\/08           $3.82          15,000          $57,252.57    $687,030.80\n     3\/29\/09           $3.95          15,000          $59,256.41    $711,076.88\n     3\/29\/10           $4.09          15,000          $61,330.38    $735,964.57\n     3\/29\/11           $4.23          15,000          $63,476.94    $761,723.33\n     3\/29\/12           $4.38          15,000          $65,698.84    $788,383.65\n\nProvided, actual square footage may be adjusted at final measurement per lease.\nProvided, actual commencement date will be determined per lease,\n--------------------------------------------------------------------------------\n\n\n                                    EXHIBIT F\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      Lease\n                                       To\n                                   ARIBA INC.\n                                  For Premises\n                                       At\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                      SNDA\n                                      ----\n\n                 (See Construction and Permanent SNDA Samples Attached as\n                       Schedule One and Schedule Two; respectively)\n\n\n                                  SCHEDULE ONE\n                                       TO\n                                    EXHIBIT F\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      Lease\n                                       To\n                                   ARIBA INC.\n                                  For Premises\n                                       At\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                      SNDA\n\n                  (See Construction and Permanent SNDA Samples Attached)\n\n\n\nRECORDING REQUESTED AND\nWHEN RECORDED RETURN TO:\n\nKEYBANK NATIONAL ASSOCIATION \nReal Estate Division \nMailcode WA-31-10-5285 \n700 Fifth Avenue, 52nd Floor \nSeattle, WA 98104-5099 \nAttn:____________________\nLoan No.:________________\n\n-------------------------------------------------------------------------------\n\n               SUBORDINATION, ACKNOWLEDGMENT OF LEASE ASSIGNMENT,\n                    NONDISTRUBANCE AND ATTORNMENT AGREEMENT\n\n                            AND ESTOPPEL CERTIFICATE\n\n                            (Lease to Deed of Trust)\n\nNOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR \n        LEASE BECOMING SUBJECT TO AND OF LOWER \n        PRIORITY THAN THE LIEN OF THE DEED OF TRUST \n        (DEFINED BELOW).\n\n      THIS AGREEMENT AND CERTIFICATE is made this ______ day of ____ , 2000,\nbetween KEYBANK NATIONAL ASSOCIATION, a national banking association (\"Lender\")\nand ________________________, a ________________ (\"Tenant\").\n\n                                    RECITALS\n\n      A. _________________ (\"Landlord\"), is the owner of real property\n(\"Property\") located in ______________ County, California, and legally described\non Exhibit A.\n\n      B. Tenant is a tenant of a portion of the Property (\"Premises\") under a\nlease (\"Lease\") with Landlord dated _____________.\n\n      C. Lender has agreed to make a loan (\"Loan\") to Landlord. In connection\ntherewith, Landlord has executed or proposes to execute, a Construction Deed of\nTrust, Assignment of Rents and Leases, Security Agreement and Fixture Filing\n(\"Deed of Trust\") encumbering the Property and securing, among other things, a\npromissory note (\"Note\") in the principal sum of __________DOLLARS ($_______ ), \nof even date herewith, in favor of Lender, which Note is payable with interest\nand upon the terms described therein. The Deed of Trust is to be recorded\nconcurrently herewith.\n\n      D. The Deed of Trust constitutes a present assignment to Lender of all\nright, title,\n\n\n\nand interest of Landlord under the Lease.\n\n      E. Lender's agreement to make the Loan is conditioned on Tenant's specific\nand unconditional subordination of the Lease to the lien of the Deed of Trust\nsuch that the Deed of Trust at all times remains a lien on the Property, prior\nand superior to all the rights of Lessee under the Lease, and Tenant's agreement\nto attorn to Lender if Lender obtains possession of the Property by foreclosure\nor deed in lieu of foreclosure. Tenant is willing to do so in consideration of\nthe benefits to Tenant from the Loan and the Lease and Lender's agreement not\nto disturb Tenant's possession of the Premises under the Lease.\n\n      NOW, THEREFORE, Lender and Tenant agree as provided below.\n\n      1. Subordination. Tenant hereby intentionally and unconditionally\nsubordinates the Lease and all of Lessee's right, title and interest thereunder\nand in and to the Property to the lien of the Deed of Trust and all of Lender's\nrights thereunder, including any and all renewals, modifications and extensions\nthereof and agrees that the Deed of Trust and any and all renewals,\nmodifications and extensions thereof shall unconditionally be and at all times\nremain in lien on the Property prior and superior to the Lease. Without limiting\nthe generality of the foregoing, such subordination shall include all rights of\nTenant in connection with any insurance or condemnation proceeds with respect to\nthe Premises or Property.\n\n      2. Acknowledgment. Tenant understands that Lender would not make the Loan\nwithout this Agreement and the subordination of the Lease to the lien of the\nDeed of Trust as set forth herein and that in reliance upon, and in\nconsideration of, this subordination, specific loans and advances are being and\nwill be made by Lender and, as part and parcel thereof, specific monetary and\nother obligations are being and will be entered into which would not be made or\nentered into but for reliance upon this subordination. This Agreement is and\nshall be the sole and only agreement with regard to the subordination of the\nLease to the lien of the Deed of Trust and shall supersede and cancel, but only\ninsofar as would affect the priority between the Deed of Trust and the Lease,\nany prior agreement as to such subordination, including, without limitation,\nthose provisions, if any, contained in the lease which provide for the\nsubordination of the Lease to a deed or deeds of trust or to a mortgage or\nmortgages.\n\n      3. Use of Proceeds. Lender, in making disbursements pursuant to the Note,\nthe Deed of Trust or any loan agreement with respect to the property, is under\nno obligation or duty to, nor has Lender represented that it will, see to the\napplication of such proceeds by the person or persons to whom Lender disburses\nsuch proceeds, and any application or use of such proceeds for purposes other\nthan those provided for in such agreement or agreements shall not defeat this\nagreement to subordinate in whole or in party.\n\n      4. Nondisturbance. Lender agrees that Tenant's possession of the Premises\nshall not be disturbed by Lender during the tern of the Lease, and Lender shall\nnot join Tenant in any action or proceeding for the purpose of terminating the\nLease, except upon the occurrence of a default by Tenant under the Lease and the\ncontinuance of such default beyond any cure period given to Tenant under the\nLease.\n\n\n\n      5. Attornment. If Lender obtains possession of the Property by foreclosure\nor deed in lieu of foreclosure, Tenant shall attorn to Lender, be bound to\nLender in accordance with all of the provisions of the Lease for the balance of\nthe term thereof, and recognize Lender as the landlord under the Lease for the\nunexpired term of the Lease. Such attornement shall be effective without Lender\nbeing (i) subject to any offsets or defenses, or otherwise liable, for any prior\nact or omission of Landlord, (ii) bound by any amendment, modification, or\nwaiver of any of the provisions of the Lease, or by any separate agreement\nbetween Landlord and Tenant relating to the Premises or Property, unless any\nsuch action was taken with the prior written consent of Lender, (iii) liable for\nthe return of any security or other deposit unless the deposit has been paid to\nLender, (iv) bound by any payment of rent or other monthly payment under the\nLease made by Tenant more than one (1) month in advance of the due date, or (v)\nbound by any option, right of first refusal, or similar right of Tenant to lease\nany portion of the Property (other than the Premises) or to purchase all or any\nportion of the Property. Lender's obligations as landlord under the Lease after\nobtaining possession of the Property by foreclosure or deed in lieu of\nforeclosure shall terminate upon Lender's subsequent transfer of its interest in\nthe Property.\n\n      6. Termination of Lease. Notwithstanding any other provision of this\nAgreement, in the event Lender obtains ownership of the Property by foreclosure\nor deed in lieu of foreclosure and the Lease requires the landlord to construct\nany improvements on the Premises or Property, the Lease shall terminate unless\n(i) Lender delivers written notice to Tenant expressly assuming such obligation\nwithin ten (10) days after the foreclosure sale or acceptance of the deed in\nlieu of foreclosure, or (ii) Tenant waives such obligation by delivery of\nwritten notice to Lender within ten (10) days after receiving notice of the\nforeclosure or deed in lieu of foreclosure.\n\n      7. Covenants of Tenant. Tenant covenants and agrees with Lender as\nfollows:\n\n            (a) Tenant shall pay to Lender all rent and other payments otherwise\npayable to Landlord under the Lease upon written demand from Lender. The consent\nand approval of Landlord to this Agreement shall constitute an express\nauthorization for Tenant to make such payments to Lender and a release and\ndischarge of all liability of Tenant to Landlord for any such payments made to\nLender.\n\n            (b) Tenant shall enter into no material amendment or modification of\nany of the provisions of the Lease without Lender's prior written consent.\n\n            (c) Tenant shall not subordinate its rights under the Lease to any\nother mortgage, deed of trust, or other security instrument without the prior\nwritten consent of Lender.\n\n            (d) In the event the Lease is rejected or deemed rejected in any\nbankruptcy proceeding with respect to Landlord, Tenant shall not exercise its\noption to treat the Lease as terminated under 11 U.S.C. ss. 365(h), as amended.\n\n            (e) Tenant shall not accept any waiver or release of Tenant's.\nobligations under the Lease by Landlord, or any termination of the Lease by\nLandlord, without Lender's prior written consent.\n\n\n\n            (f) Tenant shall promptly deliver written notice to Lender of any\ndefault by Landlord under the Lease. Lender shall have the right to cure such\ndefault within thirty (30) days after the receipt of such notice. Tenant further\nagrees not to invoke any of its remedies under the Lease until the thirty (30)\ndays have elapsed, or during any period that Lender is proceeding to cure the\ndefault with due diligence, or is attempting to obtain the right to enter the\nPremises and cure the default.\n\n      8. Effect of Assignment. Notwithstanding that Landlord has made a present\nassignment of all of its rights under the Lease to Lender, Lender shall not be\nliable for any of the obligations of Landlord to Tenant under the Lease until\nLandlord has obtained possession of the Property by foreclosure or deed in lieu\nof foreclosure, and then only to the extent provided in paragraph 3 above.\n\n      9. Estoppel Certifications. Tenant hereby certifies and represents to\nLender as provided below.\n\n            (a) The Lease constitutes the entire agreement between Landlord and\nTenant relating to the premises and the Property.\n\n            (b) The Lease is in full force and effect, and has not been amended,\nmodified, or assigned by Tenant, either orally or in writing.\n\n            (c) No payments to become due under the Lease have been paid more\nthan one (1) month in advance of the due date.\n\n            (d) Tenant has no present claim, offset or defense under the Lease,\nand Tenant has no knowledge of any uncured breach or default by Landlord or\nTenant under the Lease or of any event or condition which, with the giving of\nnotice or the passage of time or both, would constitute a breach or default\nunder the lease.\n\n            (e) Tenant has no knowledge of any prior sale, transfer, assignment,\nhypothecation or pledge of Landlord's interest under the Lease or of the rents\ndue under the Lease.\n\n            (f) Except as otherwise provided in the Lease, Tenant has made no\nagreements with Landlord concerning free rent, partial rent, rebate of rental\npayments, setoff, or any other type of rental concession.\n\n      10. Costs and Attorneys' Fees. In the event of any claim or dispute\narising out of this Agreement, the party that substantially prevails shall be\nawarded, in addition to all other relief, all attorneys' fees and other costs\nand expenses incurred in connection with such claim or dispute; including\nwithout limitation those fees, costs, and expenses incurred before or after\nsuit, and in any arbitration, and any appeal, any proceedings under any present\nor future bankruptcy act or state receivership, and any post-judgment\nproceedings.\n\n\n\n      11. Notices. All notices to be given under this Agreement shall be in\nwriting and personally delivered or mailed, postage prepaid, certified or\nregistered mail, return receipt requested, to Lender at the address indicated on\nthe first page of this Agreement, and to Tenant at its address indicated below.\nAll notices which are mailed shall be deemed given three (3) days after the\npostmark thereof. Either party may change their address by delivery of written\nnotice to the other party.\n\n      12. Miscellaneous. This agreement may not be modified except in writing\nand executed by the parties hereto or their successors in interest. This\nagreement shall inure to the benefit of and by binding upon the parties hereto\nand their successors and assigns. As used herein \"Landlord\" shall include\nLandlord's predecessors and successors in interest under the Lease, and \"Lender\"\nshall include any purchaser of the Property at any foreclosure sale. All rights\nof Lender herein to collect rents on behalf of Landlord under the Lease are\ncumulative and shall be in addition to any and all other rights and remedies\nprovided by law and by other agreements between Lender and Landlord or others.\nIf any provision of this Agreement is determined to be invalid, illegal or\nunenforceable, such provision shall be considered severed from the rest of this\nAgreement and the remaining provisions shall continue in full force and effect\nas if such provision had not been included. This Agreement shall be governed by\nthe laws of the State of California. This Agreement may be executed in one or\nmore counterparts, all of which together shall constitute one and the same\noriginal.\n\n      DATED this ________ day of __________________, 2000,\n\nNOTICE:     THIS SUBORDINATION AGREEMENT RESULTS IN YOUR \n            LEASE BECOMING SUBJECT TO AND OF LOWER \n            PRIORITY THAN THE LIEN OF THE DEED OF TRUST \n            (DEFINED ABOVE). IT IS RECOMMENDED THAT, PRIOR \n            TO THE EXECUTION OF THIS AGREEMENT, THE \n            PARTIES CONSULT WITH THEIR ATTORNEYS WITH \n            RESPECT HERETO.\n\n                                                   \"LENDER\"\n\n                                    KEYBANK NATIONAL ASSCIATION,\n                                    a National banking association\n\n                                    By:_________________________\n                                    Its:________________________\n\n                                    \"TENANT\"\n\n                                    ___________________________,\n                                    a __________________________\n\n                                    By:_________________________\n                                    Its:________________________\n                                        Address:\n\n                                       _________________________\n\n                                       _________________________\n\n                                       _________________________\n\nCONSENTED AND AGREED TO:\n\n\"LANDLORD\"\n\n____________________________,\na ___________________________\n\nBy:__________________________\nIts:_________________________\n\nALL SIGNATURES MUST BE ACKNOWLEDGED\n\n\n\nSTATE OF CALIFORNIA     )\n                              ) ss.\nCOUNTY OF_______________)\n\n      On ________________________, 2000, before me, ____________________ the\nundersigned, a notary public in and for said state, personally appeared\n_______________________________, personally known to me (or proved to me on the\nbasis of satisfactory evidence) to be the person whose name is subscribed to the\nwithin instrument and acknowledged to me that he\/she executed the same in\nhis\/her authorized capacity, and that by his\/her signature on the instrument the\nperson, or the entity upon behalf of which the person acted, executed the\ninstrument.\n\n      WITNESS my hand and official seal.\n\n\n\n                                    EXHIBIT A\n\n                                       TO\n\n                        SUBORDINATION, NONDISTURBANCE AND\n\n                      ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE\n\n                                Legal Description\n\n      The Property is located _________________in County, California and is\nlegally described as follows:\n\n\n\n                                  SCHEDULE TWO\n                                       TO\n                                    EXHIBIT F\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      Lease\n                                       To\n                                    ARIBA INC\n                                  For Premises\n                                       At\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n                                      SNDA\n\n                      (See Permanent SNDA Sample Attached)\n\n\n\n                         SUBORDINATION, NON-DISTURBANCE\n\n                            AND ATTORNEMENT AGREEMENT\n\n      THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this\n\"Agreement\") made as of the __________ day of ___________,2000, by and among\nNomura Asset Capital Corporation (\"Lender\"), (\"Tenant\") and _____________\n(\"Landlord\").\n\n                                 WITNESSETH:\n                                 ----------\n\n      WHEREAS, Lender has agreed to make a loan (the \"Loan\") of up to\n______________________ to Landlord;\n\n      WHEREAS, the Loan will be evidenced by a deed of trust note (the \"Note\")\nof even date herewith made by Landlord to order of Lender and will be secured\nby, among other things, a deed of trust, assignment of leases and rents and\nsecurity agreement (the \"Deed of Trust\") of even date herewith made by Landlord\nto Lender covering the land (the \"Land\") described on Exhibit A attached hereto\nand all improvements (the \"Improvements\") now or hereafter located on the land\n(the Land and the Improvements hereinafter collectively referred to as the\n\"Property\"); and\n\n      WHEREAS, by a lease dated as of ___________________(which lease, as the\nsame may have been amended and supplemented, is hereinafter called the \"Lease\"),\nLandlord leased to Tenant approximately _____ square feet of space located in\nthe Improvements (the \"Premises\"); and\n\n      WHEREAS, the parties hereto desire to make the Lease subject and\nsubordinate to the Deed of Trust.\n\n      NOW, THEREFORE, the parties hereto, in consideration of the covenants\ncontained herein and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, hereby agree as follows:\n\n      1. The Lease, as the same may hereafter be modified, amended or extended,\nand all of Tenant's right, title and interest in and to the Premises and all\nrights, remedies and options of Tenant under the Lease, are and shall be\nunconditionally subject and subordinate to the Deed of Trust and the lien\nthereof, to all the terms, conditions and provisions of the Deed of Trust, to\neach and every advance made or hereafter made under the Deed of Trust, and to\nall renewals, modifications, consolidations, replacements, substitutions and\nextensions of the Deed of Trust, so that at all times the Deed of Trust shall be\nand remain a lien on the Property prior and superior to the Lease for all\npurposes; provided, however, and Lender agrees, that so long as (A) no event has\noccurred and no condition exists, which would entitle Landlord to terminate the\nLease or would cause, without further action of Landlord, the termination of the\nLease or would entitle Landlord to dispossess Tenant from the Premises, (B) the\nterm of the Lease has commenced and Tenant is in possession of the Premises, (C)\nthe Lease shall be in full force and effect and shall not have been otherwise\nmodified or supplemented in any way without Lender's prior written consent, (D)\nTenant shall duly confirm its attornment to Lender or its successor or assign by\n\n\n\nwritten instrument as set forth in Paragraph 3 hereof, (E) neither Lender nor\nits successors or assigns shall be liable under any warranty of construction\ncontained in the Lease or any implied warranty of construction, and if all\nrepresentations and warranties made herein by Tenant shall be true and correct\nas of the date of such attornement; then, and in such event Tenant's leasehold\nestate under the Lease shall not be terminated, Tenant's possession of the\nPremises shall not be disturbed by Lender and Lender will accept the attornement\nof Tenant.\n\n      2. Notwithstanding anything to the contrary contained in the Lease, Tenant\nhereby agrees that in the event of any act, omission or default by Landlord or\nLandlord's agents, employees, contractors, licensees or invitees which would\ngive Tenant the right, either immediately or after the lapse of a period of\ntime, to terminate the Lease, or to claim a partial of total eviction, or to\nreduce the rent payable thereunder or credit or offset any amounts against\nfuture rents payable thereunder, Tenant will not exercise any such right (i)\nuntil it has given written notice of such act, omission or default to Lender by\ndelivering notice of such act, omission or default, in accordance with Paragraph\n8 hereof, and (ii) until a period of not less than sixty (60) days for remedying\nsuch act, omission or default shall have elapsed following the giving of such\nnotice. Notwithstanding the foregoing, in the case of any default of Landlord\nwhich cannot be cured within such sixty (60) day period, if Lender shall within\nsuch period proceed promptly to cure the same (including such time as may be\nnecessary to acquire possession of the Premises if possession is necessary to\neffect such cure) and thereafter shall prosecute the Curing of such default with\ndiligence, then the time within which such default may be cured by Lender shall\nbe extended for such period as may be necessary to complete the curing of the\nsame with diligence. Lender's cure of Landlord's default shall not be considered\nan assumption by Lender of Landlord's other obligations under the Lease. Unless\nLender otherwise agrees in writing, Landlord shall remain solely liable to\nperform Landlord's obligations under the Lease (but only to the extent required\nby and subject to the limitation included with the Lease), both before and after\nLender's exercise of any right or remedy under this Agreement. If Lender or any\nsuccessor or assign becomes obligated to perform as Landlord under the Lease,\nsuch person or entity will be released from those obligations when such person\nor entity assigns, sells or otherwise transfers its interest in the Premises or\nthe Property.\n\n      3. Without limitation of any of the provisions of the Lease, in the event\nthat Lender succeeds to the interest of Landlord or any successor to Landlord,\nthen subject to the provisions of this Agreement including, without limitation,\nParagraph 1 above, the Lease shall nevertheless continue in full force and\neffect and Tenant shall and does hereby agree to attorn to and accept Lender and\nto recognize Lender as its Landlord under the Lease for the then remaining\nbalance of the term thereof, and upon request of Lender, Tenant shall execute\nand deliver to Lender an. agreement of attornment reasonably satisfactory to\nLender.\n\n      4. If Lender succeeds to the interest of Landlord or any successor to\nLandlord, in no event shall Lender have any liability for any act or omission of\nany prior landlord under the Lease which occurs prior to the date Lender\nsucceeds to the rights of Landlord under the Lease, nor any liability for\nclaims, offsets or defenses which Tenant might have had against Landlord. In no\nevent shall Lender have any personal liability as successor to Landlord and\nTenant shall look only to the estate and property of Lender in the Land and the\nImprovements for the satisfaction of Tenant's remedies for the collection of a\njudgment (or other judicial process)\n\n\n\nrequiring the payment of money in the event of any default by Lender as Landlord\nunder the Lease, and no other property or assets, of Lender shall be subject to\nlevy, execution or other enforcement procedure for the satisfaction of Tenant's\nremedies under or with respect to the Lease.\n\n      5. Tenant agrees that no prepayment of rent or additional rent due under\nthe Lease of more than one month in advance, and no amendment, modification,\nsurrender or cancellation of the Lease, and no waiver or consent by Landlord\nunder the terms of the Lease, shall be binding upon or as against Lender, as\nholder of the Deed of Trust, and as Landlord under the Lease if it succeeds to\nthat position, unless consented to in writing by Lender. In addition, and\nnotwithstanding anything to the contrary set forth in this Agreement, Tenant\nagrees that Lender, as holder of the Deed of Trust, and as Landlord under the\nLease if it succeeds to that position, shall in no event have any liability for\nthe performance or completion of any initial work or installations or for any\nloan or contribution or rent concession towards initial work, which are required\nto be made by Landlord (A) under the Lease or under any related Lease documents\nor (B) for any space which may hereafter become part of said Premises, and any\nsuch requirement shall be inoperative in the event Lender succeeds to the\nposition of Landlord prior to the completion or performance thereof. Tenant\nfurther agrees with Lender that Tenant will not voluntarily subordinate the\nLease to any lien or encumbrance without Lender's prior written consent.\n\n      6. This Agreement may be executed in two or more counterparts, each of\nwhich shall be deemed an original but all of which together shall constitute and\nbe construed as one and the same instrument.\n\n      7. All remedies which Lender may have against Landlord provided herein, if\nany, are cumulative and shall be in addition to any and all other rights and\nremedies provided by law and by other agreements between Lender and Landlord or\nothers. If any party consists of multiple individuals or entities, each of same\nshall be jointly and severally liable for the obligations of such party\nhereunder.\n\n      8. All notices to be given under this Agreement shall be in writing and\nshall be deemed served upon receipt by the addressee if served personally or, if\nmailed, upon the first to occur Of receipt of the refusal of delivery as shown\non a return receipt, after deposit in the United States Postal Service certified\nmail, postage prepaid, addressed to the address of Landlord, Tenant or Lender\nappearing below, or, if sent by telegram, when delivered by or refused upon\nattempted delivery by the telegraph office. Such addresses may be changed by\nnotice given in the same manner. If any party consists of multiple individuals\nor entities, then notice to any one of same shall be deemed notice to pay such\nparty.\n\nLender's Address:\n\nNomura Asset Capital Corporation\nTwo World Financial Center, Building B\nNew York, New York 10281-1198\n\nAttn: Ms. Sheryl McAfee\n\n\n\nTenant's Address:\n\n_______________________\n_______________________\n_______________________\n_______________________\n\nAttn:__________________\n\nLandlord's Address:\n\n_______________________\n_______________________\n_______________________\n_______________________\n\nAttn:__________________\n\n      9. This Agreement shall be interpreted and construed in accordance with\nand governed by the laws of the State of California.\n\n      10. This Agreement shall apply to, bind and inure to the benefit of the\nparties hereto and their respective successors and assigns. As used herein\n\"Lender\" Shall include any subsequent holder of the Deed of Trust.\n\n      11. Tenant acknowledges that Landlord has assigned to Lender its right,\ntitle and interest in the Lease and to the rents, issues and profits of the\nProperty and the Property pursuant to the Deed of Trust, and that Landlord has\nbeen granted the license to collect such rents provided no Event of Default has\noccurred under, and as defined in, the Deed of Trust. Tenant agrees to pay all\nrents and other amounts due under the Lease directly to Lender upon receipt of\nwritten demand by Lender, and Landlord hereby consents thereto. The assignment\nof the Lease to Lender, or the collection of rents by Lender pursuant to such\nassignment, shall not obligate Lender to perform Landlord's obligations under\nthe Lease.\n\n[NO FURTHER TEXT ON THIS PAGE]\n\n\n\n      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement\nas of the day and year first above written.\n\n                              NOMURA ASSET CAPITAL CORPORATION, \n                              a Delaware corporation\n\n                              By:_______________________________\n                                 Name:\n                                 Title:\n\n                              [LANDLORD]\n\n                              By:_______________________________\n\n                              [TENANT]\n\n                              By:_______________________________\n\n\n\nSTATE OF CALIFORNIA     )\n                              ) ss.\nCOUNTY OF_______________)\n\n      On _____________, 2000, before me, _________________ the undersigned, a\nnotary public in and for said state, personally appeared ____________________,\npersonally known to me (or proved to me on the basis of satisfactory evidence)\nto be the person whose name is subscribed to the within instrument and\nacknowledged to me that he\/she executed the same in his\/her authorized capacity,\nand that by his\/her signature on the instrument the person, or the entity upon\nbehalf of which the person acted, executed the instrument.\n\n      WITNESS my hand and official seal.\n\n\n\n                                    EXHIBIT G\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                    LEASE TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                 SIGNAGE EXHIBIT\n\n                                (To be provided)\n\n\n\n                                    EXHIBIT H\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                Guaranty of Lease\n                             [Intentionally Omitted]\n\n\n\n                                    EXHIBIT I\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                         HAZARDOUS MATERIALS DISCLOSURE\n\n      Lessor has provided Lessee, and Lessee acknowledges that it has received\nand pursuant to Section 17.22(b) of the Lease, reviewed same, a copy of each of\nthose certain documents entitled: (i)PHASE I, ENVIRONMENTAL SITE ASSESSMENT OF\nTHE PROPERTY LOCATED AT 1111 LOCKHEED MARTIN WAY SUNNYVALE, CALIFORNIA, Prepared\nfor: Lockheed Martin Corporation, Missiles and Space, Sunnyvale, California,\nPrepared by: McLaren\/Hart, Inc.; Alameda, California, April 22, 1999, Job No.\n04.0018178.001.001; and (ii) PHASE II, ENVIRONMENTAL SITE ASSESSMENT, LOCKHEED\nMARTIN MISSILES AND SPACE FACILITY, BUILDINGS 104 AND 105, Sunnyvale,\nCALIFORNIA, Prepared for: The Jay Paul Company, San Francisco, California,\nPrepared by: IRIS ENVIRONMENTAL, Oakland, California, October 4, 1999, Job No.\n99-108-B.\n\n                                       LESSEE\n\n                                       ARIBA INC.\n                                       a Delaware corporation\n\n                                       By:____________________________\n                                          ____________________________\n                                            (Type or print name) \n\n                                       Its:__________________________\n\n                                       By:____________________________\n                                          ____________________________\n                                            (Type or print name) \n\n                                       Its:__________________________\n\n\n                                    EXHIBIT J\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n                           [INTENTIONALLY LEFT BLANK]\n\n\n\n                                    EXHIBIT K\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n                           [INTENTIONALLY LEFT BLANK]\n\n\n\n\n                                    EXHIBIT L\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                           [INTENTIONALLY LEFT BLANK]\n                              RULES AND REGULATIONS\n\n1. Lessee and Lessee's employees shall not in any way obstruct the sidewalks,\nentry passages, pedestrian passageways, driveways, entrances and exits to the\nProject or the Buildings, and they shall use the same only as passageways to and\nfrom their respective work areas.\n\n2. Any sash doors, sashes, windows, glass doors, lights and skylights that\nreflect or admit light into any Building shall not be covered or obstructed by\nthe Lessee. Water closets, urinals and wash basins shall not be used for any\npurpose other than those for which they were constructed, and no rubbish,\nnewspapers, food or other substance of any kind shall be thrown into them.\nLessee shall not mark, drive nails, screw or drill into, paint or in any way\ndeface the exterior walls, roof, foundations, bearing walls or pillars without\nthe prior written consent of Lessor, which consent may be withheld in Lessor's\nsole discretion. The expense of repairing any breakage, stoppage or damage\nresulting from a violation of this rule shall be borne by Lessee.\n\n3. No awning or shade shall be affixed or installed over or in the windows or\nthe exterior of the Premises except with the consent of Lessor, which may be\nwithheld in Lessor's discretion.\n\n4. No boring or cutting for wires shall be allowed, except with the consent of\nLessor, which consent may be withheld in Lessor's discretion.\n\n5. Lessee shall not do anything in the Premises, or bring or keep anything\ntherein, which will in any way increase or tend to increase the risk of fire or\nthe rate of fire insurance or which Shall conflict with the\n\n\n\nof fire or the rate of fire insurance or which shall conflict with the\nregulations of the fire department or the law or with any insurance policy on\nthe Premises or any part thereof, or with any rules or regulations established\nby any administrative body or official having jurisdiction, and it shall not use\nany machinery therein, even though its installation may have been permitted,\nwhich may cause any unreasonable noise, jar, or tremor to the floors or walls,\nor which by its weight might injure the floors of the Premises.\n\n6. Lessor may reasonably limit weight, size and position of all safes, fixtures\nand other equipment used in the Premises. If Lessee shall require extra heavy\nequipment, Lessee shall notify Lessor of such fact and shall pay the cost of\nstructural bracing to accommodate it. All damage done to the Premises or Project\nby installing, removing or maintaining extra heavy equipment shall be repaired\nat the expense of Lessee.\n\n7. Lessee and Lessee's officers, agents and employees shall not make nor permit\nany loud, unusual or improper noises nor interfere in any way with other Lessees\nor those having business with them, nor bring into or keep within the Project\nany animal or bird or any bicycle or other Vehicle, except such vehicle as\nLessor may from time to time permit.\n\n8. No machinery of any kind will be allowed in the Premises without the written\nconsent of Lessor. This shall not apply, however, to customary office equipment\nor trade fixtures or package handling equipment.\n\n9. All freight must be moved into, within and out of the Project only during\nsuch hours and according to such reasonable regulations as may be posted from\ntime to time by Lessor.\n\n10. No aerial or satellite dish or similar device shall be erected on the roof\nor exterior walls of the Premises, or on the grounds, without in each instance,\nthe written consent of Lessor. Any aerial so installed without such written\nconsent shall be subject to removal without notice at any time. Lessor may\nwithhold consent in its sole discretion.\n\n11. All garbage, including wet garbage, refuse or trash shall be placed by the\nLessee in the receptacles appropriate for that purpose and only at locations\nprescribed by the Lessor.\n\n\n\n12. Lessee shall not burn any trash or garbage at any time in or about the\nPremises or any area of the Project.\n\n13. Lessee shall observe all security regulations issued by the Lessor and\ncomply with instructions and\/or directions of the duly authorized security\npersonnel for the protection of the Project and all tenants therein.\n\n14. Any requirements of the Lessee will be considered only upon written\napplication to Lessor at Lessor's address set forth in the Lease.\n\n15. No waiver of any rule or regulation by Lessor shall be effective unless\nexpressed in writing and signed by Lessor or its authorized agent.\n\n16. Lessor reserves the right to exclude or expel from the Project any person\nwho, in the judgment of Lessor, is intoxicated or under the influence of liquor\nor drugs, or who shall in any manner do any act in violation of the law or the\nrules and regulations of the Project.\n\n17. Lessor reserves the right at any time to change or rescind any one or more\nof these rules and regulations or make such other and further reasonable rules\nand regulations as in Lessor's judgment may from time to time be necessary for\nthe operation, management, safety, care and cleanliness of the Project and the\nPremises, and for the preservation of good order therein, as well as for the\nconvenience of other occupants and tenants of the Project. Lessor shall not be\nresponsible to Lessee or the any other person for the non-observance or\nviolation of the rules and regulations by any other tenant or other person.\nLessee shall be deemed to have read these rules and have agreed to abide by them\nas a condition to its occupancy of the Premises.\n\n18. Lessee shall abide by any additional rules or regulations which are ordered\nor requested by any governmental or military authority.\n\n19. In the event of any conflict between these rules and regulations, or any\nfurther or modified rules and regulations from time to time issued by Lessor,\nand the Lease provisions, the Lease provisions shall govern and control.\n\n20. Lessor specifically reserves to itself or to any person or firm it selects,\n(i) the right to place in and upon the Project, coin-operated machines for the\n\n\n\nsale of cigarettes, candy and other merchandise or service, and (ii) the revenue\nresulting therefrom.\n\n\n                                    EXHIBIT M\n                                       TO\n                          MOFFETT PARK DRIVE LLC LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                           Moffett Park Drive TDM Plan\n\n\n\n                           Moffett Park Office Project\n\n                      Transportation Demand Management Plan\n\n                                  Prepared for\n\n                                Jay Paul Company\n                                       and\n                                City of Sunnyvale\n\n                                  Prepared by:\n\n                           Meyer, Mohaddes Associates\n                                San Bruno, Calif.\n\n                                February 22, 2000\n\n                                TABLE OF CONTENTS\n\n      Executive Summary                                        iii\n\nI.    Project Description\n      A. Project Overview &amp; Site Map                             1\n      B. Transit Services                                        2\n      C. Bicycle Routes                                          4\n\nII.   TDM Site Facilities and Amenities\n      A. Light-Rail Station                                      5\n      B. Preferential Carpool\/Vanpool Parking                    5\n      C. Bicycle Storage                                         5\n      D. Showers and Clothing Lockers for Cyclocommuters         5\n      E. Carpool\/Vanpool\/Shuttle Pickup Areas                    5\n      F. On-Site Services and Amenities                          5\n\nIII.  Commuter Information and Marketing\n      A. Ridematching Services                                   6\n      B. Transit Information                                     6\n      C. Cyclo-Commute Information                               6\n      D. Special Events                                          6\n      E. Promotional Materials                                   6\n      F. Telecommute Assistance                                  6\n      G. Alternative-Work-Schedule Assistance                    6\n\nIV.   Commuter Services Operation\n      A. Connection to Caltrain Station                          7\n      B. Guaranteed-Ride-Home Service                            7\n\nV.    Financial Incentives                                       8\n\nVI.   Program Monitoring, Reporting and Assurance of Success\n      A. Annual Commuter Survey                                  8\n      B. Annual Report to City                                   8\n      C. TDM Goal                                                8\n      D. Achievement of TDM Goal                                 8\n\nVII.  Summary and Concluding Comments                            9\n\n\n                                       ii\n\n                              - Executive Summary -\n\n                      Moffett Park Office Project TDM Plan\n\nA comprehensive TDM Program will be implemented for the Moffett Park Office\nproject to meet the Transportation Demand Management (TDM) Goal-that at least\n15% of all on-site employees are commuting via some means other than driving\nalone. The overall strategy of the Moffett Park TDM Program is (1) Provide\npersonalized information about commute options, (2) offer incentives, (3) remove\nbarriers to use of commute alternatives, and (4) maintain awareness of the TDM\nProgram. The project will be occupied by a single tenant, who will carry out the\nongoing TDM Program activities. If necessary, this initial program will be\nexpanded or revised in order to achieve the TDM Goal in the most cost-effective\nmanner.\n\nI. Project Description\n\nThe proposed project, located near Moffett Park Drive and Lockheed Way, will\nreplace an existing Lockheed-Martin research and development facility containing\napprox. 456,400 square feet, with an office-park campus containing 636,562\nsquare feet in four buildings, plus 15,000 square feet-in a separate Fitness\nCenter. With the new Tasman West light-rail line and station immediately\nadjacent, the site will enjoy excellent transit service.\n\nII.   Site Facilities and Amenities\n\nThe project design will include a number of features and amenities to encourage\nand support the use of alternative commute modes. This will include the\nfollowing physical elements:\n\nA.    Light-Rail Station - a new station will be constructed immediately\n      adjacent to the project site, with convenient pedestrian access to the\n      project buildings. In addition to serving the employees at the Moffett\n      Park Office Project, the new station will serve roughly 4,000 employees at\n      nearby sites.\nB.    Designated Carpool\/Vanpool Parking - Minimum of 10% of all spaces; located\n      convenient to building entrance(s). These spaces will be designed for\n      full-sized vehicles. Additional spaces will be designated when current\n      spaces are fully utilized. Users must obtain a carpool parking permit\nC.    Bicycle storage - For 109 bicycles total, consisting of 82 bicycle lockers\n      plus 27 bicycle racks. This is consistent with VTA Bicycle Guidelines.\nD.    Showers and Clothing Lockers - At least 15 showers (10 men, 5 women), plus\n      82 clothing lockers (55 men, 27 women) guaranteed to cyclocommuters. Each\n      building will contain showers and lockers, but exact locations and numbers\n      will be determined in the final design, to best meet the needs of the\n      initial tenant.\nE.    Carpool\/Vanpool\/Shuttle Pickup Area - a convenient and safe area for\n      boarding and discharging passengers from carpools, vanpools, and shuttles.\nF.    On-Site Amenities - Pedestrian\/bike circulation links to adjacent\n      properties, perimeter walking and jogging paths, plus meditation gardens\n      and seating areas. a restaurant\/cafeteria and a fitness center will also\n      be included in the project, and will be built as a tenant improvement.\n\nIII.  Commuter Information &amp; Marketing\n\nInformation and marketing services will be offered to tenants and their\nemployees. This will include certain services to employees, and other services\nto the tenants (employers). All tenants will be required to assist in the\ndelivery of these services to their employees who wish to participate. Services\nto employees will include:\n\n\n                                      iii\n\n\nA.    Ride-matching - Personalized carpool matching and vanpool information for\n      employees. This will either be performed on-site or off-site (e.g. by\n      RIDES).\nB:    Transit Information - General transit info (maps, schedules) for nearby\n      service, personalized transit info (routes &amp; schedules) on request, plus\n      information on how to purchase transit passes via the Internet and by \n      mail.\nC.    Cyclo-Commute Information - General bike info (route maps, tips for new\n      cyclists, references to local bike organizations), plus \"bike-buddy\"\n      matching upon request.\nD.    Special Events - One or more on-site events per year promoting carpools,\n      vanpools, transit, bicycling, and\/or other commuting options.\nE.    Promotional Materials - This will consist of posters, flyers, brochures or\n      other material describing TDM opportunities, distributed via bulletin\n      boards, paycheck stuffers, email, or other means.\n\nThe following services will also be provided to tenants, upon their request:\n\nF.    Alternative Work Schedule Assistance - Guidance to tenants wishing to\n      establish flextime or compressed-work-week programs for their\n      employees.\nG.    Telecommute Assistance - Guidance to tenants wishing to establish \n      telecommuting programs for their employees.\n\nIV.   Commuter Service Operation\n\nTo support the incentives and information elements of the TDM Program, a number\nof ongoing services will be provided to commuters at the site:\n\nA.    Connection to Caltrain Station - The project will contribute to the\n      operating costs of the Moffett Park Area Shuttle, which currently offers 5\n      runs in the morning and 6 runs in the evening to\/from the Sunnyvale\n      Caltrain Station. With the completion of the LRT station at Moffett Park,\n      improved access to Caltrain will be available via a transfer at the\n      Mountain View station to the LRT. At that time, the shuttle subsidy may be\n      discontinued, in order to shift those trips onto the LRT line.\nB.    Guaranteed Ride Home Service - GRH services will be provided either by VTA\n      or directly via subsidized taxi rides or rental cars. Reasonable usage\n      limitations on number of trips per month or year will apply to prevent\n      abuse.\n\nV. Financial Incentives\n\nAll tenants will be required to either purchase a VTA Eco Pass for bus and light\nrail for each full-time employee, or purchase a monthly pass (or equivalent) at\na cost of up to $65 per month for each employee who commutes via public\ntransportation on a substantially full-time basis. The tenant may elect to offer\nboth incentives.\n\nVI.   Program Monitoring, Reporting and Assurance of Success\n\nManagement and monitoring of the TDM Program will include the following:\n\nA.    Annual Commuter Survey - A survey of tenants' employees will be conducted\n      yearly, using City-approved methodology, to measure the employees on-site\n      who are commuting via alternative modes.\nB.    Annual TDM Report to City - A report will be prepared and submitted to\n      City each year, presenting the results of the Commuter Survey and\n      summarizing TDM Program activities.\nC.    TDM Goal - The Applicant has established a TDM Goal for this project, that\n      at least 15% of all on-site employees travel to work by some means other\n      than driving alone.\nD.    Achievement of TDM Goal - The Applicant understands that provisions will\n      be included in the Development Agreement defining remedies for failure to\n      attain the TDM Goal, and that such remedies may include financial\n      penalties proportional to any shortfall.\n\n\n                                       iv\n\n\nI. Project Description\n\nA. Project Overview\n\nThe proposed project site is located near the intersection of Moffett Park Drive\nand Lockheed Way, in the City of Sunnyvale. Please see Figure 1 for a map of the\nproject location The site now contains a Lockheed-Martin research and\ndevelopment facility totaling approx. 456,400 square feet of space. The proposed\ndevelopment will remove the existing facilities and construct an attractive,\noffice-park campus -consisting of four buildings containing 636,562 square feet\nof space, plus a separate Fitness Center containing 15,000 square feet. Please\nsee Figure 2 for a preliminary Site Plan. The primary uses of this space will be\ngeneral office, intended to support the vibrant local economy that is uniquely\ncharacterized by computer, software, and internet-related enterprises.\n\n                            [Figure 1. Location Map]\n\n\n                                       1\n\n                         Figure 2. Preliminary Site Plan\n\n\n                                       2\n\n\nB. Transit Services\n\n1. Light-Rail Transit - With the opening of the Tasman West light-rail line\n   extension, plus the new station immediately adjacent to the project site (and\n   with convenient pedestrian access to the project buildings), the site will\n   offer excellent light-rail transit service to the site's employees and\n   visitors.\n2. Commuter Rail - The Sunnyvale Caltrain Station at Evelyn &amp; Francis, offers\n   all-day commuter-rail service to points along the peninsula between San Jose\n   and San Francisco, plus commute-period service between Gilroy and San Jose.\n   The Sunnyvale station includes automobile parking and bicycle lockers, plus\n   is wheelchair-accessible. This Caltrain station is less than two miles from\n   the site, and may be reached via a shuttle service that currently makes five\n   trips in the morning and six trips in the afternoon. With the completion of\n   the LRT station adjacent to the project, convenient access to the Caltrain\n   station in Mountain View will be provided via the Tasman West line.\n3. Bus Service - a number of VTA bus routes serve the project site, either\n   adjacent or within walking distance. These bus routes are shown in Figure 3,\n   along with the new light-rail line.\n\n                 [Figure 3. VTA Transit Service Near Project Site -- Map]\n\n\n                                       3\n\nC. Bicycle Routes\n\nSeveral bicycle routes are available in the vicinity of the project site. These\nroutes are shown in Figure 4.\n\n                [Figure 4. Bicycle Routes Near Project Site -- Map]\n\n\n                                       4\n\n\nII. Site Facilities and Amenities\n\nThe physical infrastructure and environment can have a substantial impact on the\nsuccess of a TDM Program, by making it easier (or harder) for employees to use\nalternative transportation modes. Being a new development, the Moffett Park\nOffice Project offers the opportunity to optimize the elements of the physical\nenvironment to fully support those who choose not to drive alone to work. Thus,\nthe project design will include a number of features and amenities to encourage\nand support the use of alternative commute modes. This will include:\n\nA. Light-Rail Station - To encourage transit usage by employees and visitors to\n   the site, a new station on the Tasman West light-rail line will be\n   constructed as part of the proposed project. The new station will be located\n   on Moffett Park Drive, immediately adjacent to the project site. The site\n   design will include convenient pedestrian access from the new station to the\n   project buildings. In addition to serving the employees at the Moffett Park\n   Office Project, the new station will also serve roughly 4,000 employees at\n   nearby sites.\n\nB. Designated Carpool\/Vanpool Parking - This will serve as a convenience\n   incentive to carpoolers and vanpoolers, and it will also be a visible\n   reminder to all employees of the benefits of ridesharing. A minimum of 10% of\n   all on-site parking spaces will be designated for exclusive use of carpools\n   and vanpools. These spaces will be located convenient and visible to the\n   building entrances, and will be designed for full-sized vehicles to make it\n   easier to enter\/exit the carpool and vanpool vehicles. Additional\n   preferential spaces will be designated when the current spaces are fully\n   utilized. Users of these spaces will be required to obtain a carpool or\n   vanpool parking permit.\n\nC. Bicycle storage - A concern among many bicyclists is the fear of theft of\n   their expensive bicycles. Secure bicycle storage facilities can largely\n   eliminate this deterrent to using their bikes to commute. The project design\n   will include 109 bicycle spaces -- 82 enclosed lockers for individual\n   bicycles plus 27 racks. The amount of bike storage is consistent with the VTA\n   Bicycle Guidelines.\n\nD. Showers and Clothing Lockers - Riding a bike to work can be vigorous\n   exercise, and many cyclo-commuters work up a sweat. To insure workplace\n   harmony, at least 10 showers for men and at least 5 for women, plus 55\n   clothes lockers for men and 27 for women, will be available to full-time\n   cyclocommuters. Each building and the Fitness Center will contain some of\n   these 15 showers and 82 clothes lockers, but the exact locations and numbers\n   will be determined in the final design, to best meet the needs of the initial\n   tenant.\n\nE. Carpool\/Vanpool\/Shuttle Pickup Area - Some people are concerned about waiting\n   for a carpool or vanpool in an unsafe place or one that is not sheltered from\n   adverse weather conditions. To allay this fear, a convenient and safe area\n   will be provided on the site for boarding and discharging passengers from\n   carpools, vanpools, and shuttles.\n\nF. On-Site Amenities - Some commuters find it difficult to leave their car at\n   home because they may need it at work for lunch trips or other daytime travel\n   to meet personal or business needs. To reduce this concern, the site design\n   will incorporate pedestrian and bicycle circulation links to adjacent\n   properties, pleasant walking\/jogging paths at the perimeter of the property,\n   plus attractive meditation gardens and seating areas. A restaurant\/cafeteria\n   and a fitness center will be developed as a part of the project, and will be\n   built as a tenant improvement.\n\n\n                                       5\n\n\nIII.  Commuter Information &amp; Marketing\n\nTo encourage the maximum use of commute alternatives, commuters must be fully\naware of all travel options available for their trip to\/from work. To insure\nthat they are fully aware, the TDM Program must first gain their interest in\nridesharing, and then provide high-quality information about that option in a\ntimely and personalized manner. The TDM Program will deliver a range of\ninformation and marketing services to tenants and employees. This will include\ncertain services targeted to employees, and other services to the tenants\n(employers). All tenants will be required to assist in the delivery of these\nservices to all of their employees who wish to participate. Services to\nemployees will include the following:\n\nA. Ride-matching - This will include personalized carpool-matching and vanpool\n   information for employees. Carpool-matching information will inform commuters\n   about other people who live and work nearby and have similar work schedules.\n   Vanpool information will inform commuters about any existing vanpools that\n   they could use to get to work. This information function may be performed\n   on-site via electronic or manual means, or may be performed off-site (for\n   example, by RIDES, the regional ridesharing agency).\n\nB. Transit Information - This will include general transit information (maps and\n   timetables) for all transit routes near the project site, plus personalized\n   transit info (specific routes, schedules and fares) upon request by any\n   employee on-site for his\/her commute trip. It will also include information\n   and assistance on how to purchase transit passes via the Internet and Postal\n   Service.\n\nC. Cyclo-Commute Information - This will include general bike information (route\n   maps, tips for new cyclists, referrals to local bike organizations), plus\n   personalized assistance (\"bike-buddy\" matching) upon request.\n\nD. Promotional Events - Research has shown that many commuters decide to adopt\n   an alternative mode in response to a specific occurrence (e.g. a car\n   breakdown). Promotional activities (events, materials, etc.) are important to\n   insure a high awareness of available commute options when that event occurs.\n   To maintain awareness of commute options and resources, the TDM Program will\n   include one or more on-site events each year promoting carpools, vanpools,\n   transit, bicycling, and\/or other commuting options.\n\nE. Promotional Materials - To maintain awareness between the periodic\n   promotional events, the TDM Program will maintain a continuing presence of\n   promotional materials. This will consist of posters, flyers, brochures or\n   other material describing TDM opportunities, distributed via bulletin boards,\n   paycheck stuffers, email, or other means.\n\nCommuter Information and Marketing activities will also include the following\nservices to tenants, upon their request:\n\nF. Alternative-Work-Schedule Assistance - This will consist of guidance and\n   assistance to tenants who wish to establish flextime or compressed-work-week\n   programs for their employees. The TDM Program will supply information\n   (publications, websites, etc.), and referrals to specialists (organizations,\n   consultants, etc.):\n\nG. Telecommute Assistance - As before, this will consist of guidance and\n   assistance to tenants who wish to establish telecommute\/telework programs for\n   their employees. The TDM Program will supply information resources, plus\n   referrals to appropriate specialists, if desired.\n\n\n                                       6\n\n\nIV.   Commuter Services Operation\n\nTo support the incentives and information elements of the TDM Program, and to\nremove barriers to ridesharing, a number of operational services will be\nprovided to commuters at the site:\n\nA  Connection to Caltrain Station - The project will contribute to the operating\n   Costs of the Moffett Park Area Shuttle, which currently offers 5 runs in the\n   morning and 6 runs in the evening to\/from the Sunnyvale Caltrain Station. A\n   map of the Current route is shown in Figure 5. With the completion of the LRT\n   station adjacent to the project, convenient access to Caltrain will be\n   provided Via platform-to-platform transfer at the Mountain View Caltrain\n   station to the Tasman West LRT line on which the new station is located. At\n   that time, the shuffle subsidy may be discontinued, in order to shift those\n   trips off the local roadways and onto the light-rail service.\n\n              [Figure 5. Route of Moffett Park Area Shuttle -- Map]\n\nB. Guaranteed Ride Home Service - Research on barriers to ridesharing has\n   revealed that many potential users of commute alternatives are prevented from\n   doing so because they fear that they would be stranded at work in case of a\n   daytime emergency or unexpected overtime work. Guaranteed-Ride-Home (GRH)\n   Services are a proven way to effectively respond to this concern by providing\n   a means to travel home in those instances. These GRH services will be\n   provided either by VTA (as part of the Eco Pass program, or directly via\n   subsidized taxi rides or rental cars. To prevent abuse, reasonable\n   limitations on number of trips per month or year may apply.\n\n\n                                       7\n\n\nV. Financial Incentives\n\nFinancial incentives have been shown to be strong motivators for use of public\ntransit for many commuters. Undercurrent federal law, it is relatively easy for\nemployers to subsidize the use of public transit for their employee's travel to\nwork, and these subsidies are exempt from federal income taxes if the monthly\nsubsidy does not exceed $65. It is much more difficult to subsidize the use of\ncarpools, bicycles, and other commute alternatives without incurring federal\nincome tax liabilities.\n\nTo take maximum advantage of the tax-exempt, transit subsidies now available,\nall tenants will be required to either: \n\n(1)   purchase a VTA Eco Pass for each full-time employee, or\n(2)   purchase a monthly pass or equivalent ticket books at a cost of up to $65\n      per month for each employee who travels to work via public transportation\n      on a full-time basis.\n\nThe tenant may elect to do both.\n\nThe Santa Clara Valley Transportation Authority (VTA) Eco Pass program offers\nunlimited use on all VTA buses and light rail lines, seven days a week. The $65\nper month transit subsidy could be applied to any public transit service in the\nBay area, and to qualified vanpool services. In general, these transit subsidies\nwould not be subject to federal income taxes, yielding an equivalent after-tax\nbenefit of almost $100 per month to transit users.\n\nVI.   Program Monitoring, Reporting and Assurance of Success\n\nThe effectiveness of the Moffett Park Office Project TDM Program will be\nregularly measured and documented, to assure achievement of the City's TDM Goal.\nThe following procedures will be used:\n\nA. Annual Commuter Survey - A survey of tenant's employees will be conducted\n   yearly to measure the number of on-site employees who are commuting via\n   alternative modes. To insure accuracy, the survey will utilize City-approved\n   methodology and will be subject to audit by the City. This will serve as a\n   standardized \"yardstick\" by which the success of the TDM Program can be\n   measured.\n\nB. Annual TDM Report to City - A TDM Report will be prepared and submitted to\n   the City each year. The TDM Report will present the results of the Commuter\n   Survey and also summarize current TDM Program activities. It will also\n   identify changes to the TDM Program to be made during the next year.\n\nC. TDM Goal - The Applicant has defined a TDM Goal for the Moffett Park Office\n   Project - that at least 15% of all employees who regularly work at the site\n   are commuting via some means other than driving alone. This Goal includes\n   proportional credits for those employees who avoid driving as a result of\n   compressed work schedules (e.g. 4\/40, 9\/80) and part-time telecommuting by\n   those who normally work at the site.\n\nD. Achievement of TDM Goal - The Applicant understands that provisions will be\n   included in the development agreement defining remedies for failure to attain\n   the TDM Goal, and that these remedies may include financial penalties\n   proportional to any shortfall. The Applicant reserves the right to expand or\n   revise this initial TDM program, if necessary, in order to achieve the TDM\n   Goal in the most cost-effective manner.\n\n\n                                       8\n\n\nVII. Summary and Concluding Comments\n\nThis TDM Plan proposes a comprehensive set of TDM actions that will be\nimplemented for the Moffett Park Office project to meet the TDM Goal - that at\nleast 15% of all on-site employees are commuting via some means other than\ndriving alone. The overall strategy of the Moffett Park TDM Program is:\n\n      o Provide full information about commute options, \n      o Offer incentives to those who use commute alternatives, \n      o Remove barriers to use of these commute alternatives, and \n      o Maintain high awareness of the TDM Program by employees at the site.\n\nThe Moffett Park Office Project will be occupied by a single tenant. This tenant\nwill operate and manage the TDM Program, and will deliver the ongoing services\ndescribed in this TDM Plan. The TDM Program Manager will also cooperate with the\nTDM programs of nearby employers to maximize ridesharing opportunities.\n\nThe proposed TDM Program consists of a balanced set of measures, including: \n\n(1) Site design (facilities and amenities) that reduce auto dependency, \n(2) Information about the major commute alternatives available, \n(3) Operation of transportation services to increase the attractiveness of \n    transit and ridesharing,\n(4) Financial incentives to encourage the use of public transit, and \n(5) Program monitoring, reporting and remedial measures to assure success.\n\n\n                                       9\n\n\n                                    EXHIBIT N\n                                       TO\n                             MOFFETT PARK DRIVE LLC\n                                      LEASE\n                                       TO\n                                   ARIBA, INC.\n                                  FOR PREMISES\n                                       at\n                            1111 Lockheed Martin Way\n                              Sunnyvale, California\n\n                                Adjacent Project\n                                 (See Attached)\n\n\n\n\n                                [LOCKHEED MARTIN\n\n                      LOCKHEED MARTIN MISSILES &amp; SPACE CO.\n                              SUNNYVALE, CALIFORNIA\n                      PRELIMINARY LOT LINE ADJUSTMENT MAP]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41767","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-inc","corporate_contracts_industries-technology__software","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\/41767","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=41767"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41767"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41767"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41767"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}