{"id":41900,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/building-3-sunnyvale-ca-lease-agreement-m-f-downtown.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"building-3-sunnyvale-ca-lease-agreement-m-f-downtown","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/building-3-sunnyvale-ca-lease-agreement-m-f-downtown.html","title":{"rendered":"Building 3 (Sunnyvale, CA) Lease Agreement – M-F Downtown Sunnyvale LLC and Handspring Inc."},"content":{"rendered":"
\n                                                          CONFIDENTIAL TREATMENT\n                                                                  REQUESTED\n\n[*] Confidential treatment has been requested for certain portions of this \n    document pursuant to an application for confidential treatment sent to the \n    Securities and Exchange Commission. Such portions are omitted from this \n    filing and are filed separately with the Securities and Exchange Commission.\n\n\n\n\n                                 LEASE AGREEMENT\n\n                                  (BUILDING 3)\n\n                                 by and between\n\n                           M-F DOWNTOWN SUNNYVALE, LLC\n\n                                  (\"LANDLORD\")\n\n                                       and\n\n                                HANDSPRING, INC.\n\n                                   (\"TENANT\")\n\n\n\n                          DATED AS OF FEBRUARY 14, 2001\n\n\n\n   2\n\n\n\n\n                                    EXHIBITS\n\n\n\nExhibit \"A\"    Project Site Plan\n\nExhibit \"A-1\"  Excluded Space\n\nExhibit \"B\"    Delivery Date Memorandum\n\nExhibit \"C\"    Work Letter\n\nExhibit \"D\"    Rules and Regulations\n\nExhibit \"E\"    Approved Form of Tenant Estoppel Certificate\n\nExhibit \"F\"    Approved Form of SNDA\n\n\n\n   3\n\n\n                             BASIC LEASE INFORMATION\n\n\nLease Date:                  February 14, 2001\n\nLandlord:                    M-F Downtown Sunnyvale, LLC,\n                             a Delaware limited liability company\n\nManaging Agent:              The Mozart Development Company\n\nLandlord's and Managing\nAgent's Address:             c\/o The Mozart Development Company\n                             1068 East Meadow Circle\n                             Palo Alto, CA  94303\n                             Facsimile: (650) 493-9050\n                             Attn:  James Freitas & John Mozart\n\nTenant:                      Handspring, Inc., a Delaware corporation\n\nTENANT'S ADDRESS:            FOR NOTICE AND BILLING:\n                             Handspring, Inc.\n                             189 Bernardo Avenue\n                             Mountain View, CA  94043-5203\n                             Facsimile (650) 230-5139\n                             Attn:  Bernard J. Whitney\n                             Chief Financial Officer\n\n                             WITH A COPY TO (FOR NOTICE ONLY):\n                             Handspring, Inc.\n                             189 Bernardo Avenue\n                             Mountain View, CA  94043-5203\n                             Facsimile (650) 230-5139\n                             Attn:  David Pine\n                             Vice President, General Counsel\n\nLand:                        The real property outlined on Exhibit \"A\" attached\n                             hereto.\n\nBuilding:                    A six-story building at the corner of Evelyn and\n                             Mathilda Avenues in Sunnyvale, currently in the\n                             planning and design stage, to be constructed on a\n                             portion of the Land in the general location and\n                             configuration designated as \"Building 3\" on Exhibit\n                             \"A.\" A portion of the Project Garage (as defined in\n                             Paragraph 1(c)) will be located under the Building\n                             but will not be included in the definition of\n                             \"Building\" for purposes of this Lease.\n\nPremises:                    All of the Rentable Area located in the Building,\n                             exclusive of approximately 7,000 square feet of\n                             space that will be located on the ground floor and\n                             be designated specifically on Landlord's Plans (the\n                             \"Excluded Space\"). Landlord currently anticipates\n                             that the Excluded Space will be located in an area\n                             generally outlined on the floor plan attached\n                             hereto as Exhibit \"A-1\", although this area may be\n                             changed, in Landlord's sole discretion, prior to\n                             completion of the Landlord's Plans.\n\n\n                                       i\n\n   4\n\n\nProject:                    The Land, the Building, two additional buildings and\n                            the Project Garage (as defined below) to be\n                            constructed on the Land, and such additional\n                            buildings, parking structures and improvements as\n                            Landlord may elect to construct on the Land or such\n                            additional land as may be acquired by Landlord (or\n                            one or more affiliates of Landlord) that Landlord\n                            designates as being included in the Project.\n\nRentable Area of the        Approximately 205,795 rentable square feet. The\nPremises:                   Premises will be measured by Landlord's architect\n                            upon completion of the Base Building for the\n                            purposes of rentable square footage to the exterior\n                            surface of the outside walls or exterior glass\n                            lines, with no deductions for vertical penetrations\n                            or architectural details. Within thirty (30) days\n                            after substantial completion of the Base Building,\n                            Landlord will provide to Tenant a certification of\n                            Landlord's architect with respect to its\n                            calculations of the actual Rentable Area of the\n                            Premises, and the Rentable Area shown in such\n                            certification shall be conclusive and binding on the\n                            parties for purposes of calculating Monthly Base\n                            Rent and Tenant's Share hereunder and not subject to\n                            remeasurement.\n\nTenant's Use of the         General office, sales, Subcontractor research and\nPremises:                   development, and temporary storage of equipment\n                            components (excluding uses that involve the use of\n                            Hazardous Substances, as defined in Paragraph 39,\n                            beyond levels typical for office use).\n\nLease Term:                 Twelve (12) years (the \"Initial Term\"), with\n                            the right to extend for one (1) additional six (6)\n                            year term (the \"Extension Term\") in accordance with\n                            Paragraph 41. The Initial Term and Extension Term\n                            (if any) shall collectively be defined as the\n                            \"Term\".\n\nParking Spaces:             594 parking spaces will be available to Tenant in\n                            accordance with Paragraph 33.\n\nScheduled Delivery Date:    September 1, 2002\n\nScheduled Commencement      Ninety (90) days after the Delivery Date; provided\nDate:                       that such ninety (90) day period shall be extended\n                            one day for each day of Contractor Delay or Landlord\n                            Delay (both as defined in the Work Letter).\n\nMonthly Base Rent:          Initially, $4.90 per rentable square foot of the\n                            Rentable Area of the Premises.\n\nMonthly Base Rent           On each anniversary of the Commencement\nAdjustment:                 Date, the Monthly Base Rent shall increase in the\n                            manner set forth in Paragraph 3(b).\n\nTenant's Share:             96.7%\nSecurity Deposit:           Tenant shall provide and maintain a letter\n                            of credit in the Required Amount as more\n                            specifically provided in Paragraph 43, which amount\n                            may be adjusted during the Term in accordance with\n                            such paragraph.\n\nLandlord's Broker:          Dennis Chambers and Steve Horton of CPS\n\nTenant's Broker:            Thomas Snider of BT Commercial\n\nBroker's Fee or Commission, if any, paid by: Landlord, pursuant to separate\n                            agreement\n\nThe foregoing Basic Lease Information is hereby incorporated into and made a\npart of this Lease. Each reference in this Lease to any of the Basic Lease\nInformation shall mean the respective information hereinabove set forth and\nshall be construed to incorporate all of the terms provided under the particular\nparagraph pertaining to such\n\n\n                                       ii\n   5\n\ninformation. In the event of any conflict between any Basic Lease Information\nand the Lease, the latter shall control.\n\n                                            LANDLORD:\n\n                                            M-F Downtown Sunnyvale, LLC,\n                                            a Delaware limited liability company\n\n                                            By: M-D Ventures, Inc., a California\n                                                Corporation, its Manager\n\n\n                                                By: \/s\/ John Mozart\n                                                   -----------------------------\n                                                     John Mozart, its President\n\n\n                                            TENANT:\n\n                                            HANDSPRING, INC.,\n                                            a Delaware corporation\n\n                                            By:   \/s\/ Donna Dubinsky\n                                                  --------------------------\n                                            Its:  Chief Executive Officer\n                                                  --------------------------\n\n                                            By:   \/s\/ Jeff Hawkins\n                                                  --------------------------\n                                            Its:  Chief Product Officer\n                                                  --------------------------\n\n\n                                      iii\n   6\n\n                                 LEASE AGREEMENT\n\n        THIS LEASE AGREEMENT (the \"Lease\") is made and entered into as of\nFebruary 14, 2001, by and between M-F DOWNTOWN SUNNYVALE, LLC, a Delaware\nlimited liability company (herein called \"Landlord\"), and HANDSPRING, INC., a\nCalifornia corporation (herein called \"Tenant\").\n\n        1. PREMISES AND PROJECT.\n\n               (a) PREMISES. Upon and subject to the terms, covenants and\nconditions hereinafter set forth, Landlord hereby leases to Tenant and Tenant\nhereby hires from Landlord, the \"Premises\" (as defined in the Basic Lease\nInformation).\n\n               (b) BUILDING 2 LEASE. Landlord and Tenant have entered into a\nseparate lease (the \"Building 2 Lease\") of an additional building (\"Building 2\")\nto be constructed on the Land in the general location and configuration\ndesignated as \"Building 2\" on Exhibit \"A.\"\n\n               (c) PROJECT. The term \"Project\" shall mean the Land, the\nBuilding, Building 2, an underground parking garage located under the Building\nand the other buildings to be constructed on the Land (the \"Project Garage\"), an\nadditional building designated as \"Building 1\" on \"Exhibit \"A,\" and any other\nbuildings, parking structures and improvements constructed on the Land now or in\nthe future. In addition, Landlord may expand the land and improvements that are\nincluded in the \"Project\" to include any other property acquired by Landlord or\nits affiliates (as such term is defined at any given time), regardless of\nwhether any such other property is leased to Tenant or leased to, sold to or\noccupied by a third party or third parties, provided that Tenant's costs related\nto Project Common Area Expenses shall not materially increase (after taking into\naccount any additional benefits, rights and\/or cost savings to Tenant) as a\nresult solely of such Project expansion unless Tenant consents to such expansion\nin writing in advance, which consent shall not be unreasonably withheld,\nconditioned or delayed. Landlord shall deliver written notice to Tenant of\nLandlord's intent to expand the Project, identifying the property and\nimprovements which will be added to the Project and including a new Exhibit \"A\"\nreflecting the addition to the Project, and specifying whether Tenant's consent\nto such expansion is required under this Paragraph 1(c) (and, if it is required,\nrequesting such consent). Failure by Tenant to respond to any written request by\nLandlord for such consent within ten (10) business days after receipt of\nLandlord's request shall be deemed consent by Tenant to the expansion described\nin such notice. Any such Project expansion shall be effective on the date\ndesignated by Landlord in its notice to Tenant.\n\n               (d) DISPOSITION AND DEVELOPMENT AGREEMENT. Landlord has acquired\nthe Land pursuant to a Disposition and Development Agreement (the \"DDA\") with\nthe Sunnyvale Redevelopment Agency (\"City\"). Tenant acknowledges that Landlord\nhas not constructed the Building, the Project Garage, Building 1 or Building 2\nas of the date of this Lease. Pursuant to the DDA, Landlord is obligated to\nbuild an underground public parking facility (the \"City Garage\") under certain\nadjacent land owned by the City, which underground parking facility will be\nconnected physically to the Project Garage, and in addition is obligated to\ngrant the City the right, pursuant to that certain Declaration of Covenants,\nConditions, and Restrictions and Reciprocal Easement Agreement (Downtown\nSunnyvale Parking Structures) dated as of November 15, 2000 and recorded\nNovember 22, 2000, as Instrument Number 15470449 in the Official Records of\nSanta Clara County, California (such document being defined as the \"Parking\nREA\"), to use the Project Garage for parking in up to 320 parking stalls in\nevening and weekend hours as specified in the DDA, and also to use the entire\nProject Garage for \"special events\" parking in evening and weekend hours up to\neight times per year as specified by the City (such rights, and any other\nsimilar parking rights granted to the City pursuant to the DDA or the Parking\nREA, or pursuant to rules and regulations adopted in connection therewith, are\ndefined collectively herein as the \"City Parking Rights\"). The Parking REA also\nprovides for the allocation of certain shared costs between the City Garage and\nthe Project Garage. All parking rights of Tenant hereunder, and of the other\ntenants in the Project, are subject to the City Parking Rights. Landlord shall\nhave the right to make reasonable modifications to the Parking Rights, or to\ncreate, accept or adopt additional Parking Rights, provided that (except for\nmodifications and additional Parking Rights that are required by the City or by\napplicable governmental authority, quasi-governmental authority or Laws, which\nshall not require Tenant's\n\n                                       1\n   7\n\nconsent) so long as Tenant occupies not less than fifty percent (50%) of the\nBuilding, Landlord shall obtain the prior written consent of Tenant to such\nmodifications or additional Parking Rights, which consent shall not be\nunreasonably withheld, conditioned or delayed so long as they do not materially\nadversely affect Tenant's Permitted Use of the Premises, Minimum Parking as\nprovided in Paragraph 33, or access to the Premises, and do not materially alter\nthe allocation of Project Costs to the Building or result in Tenant's cost of\noccupancy of the Premises being materially increased and\/or Tenant's rights\nunder this Lease being materially diminished. Failure by Tenant to respond to\nany written request by Landlord for such consent (which request shall include a\ncopy or description of the proposed modification and\/or additional Parking\nRights) within ten (10) business days after receipt of Landlord's request shall\nbe deemed consent by Tenant to the proposed modification to the Parking Rights\nor additional Parking Rights described in such request. The development of the\nProject as contemplated or required by the DDA shall be defined in this Lease as\nthe \"Initial Development\", and shall include, without limitation, (i) the\nacquisition of the Land, (ii) construction of the Building, the Project Garage,\nand all other buildings and improvements (including any necessary demolition) to\nbe constructed on the Land, (iii) creation, filing and recordation of the\nInitial Parcel Map (as defined below), the Parking REA, the Initial CC&Rs (as\ndefined below), and any other Encumbrances contemplated by the DDA and any\nnecessary modifications or amendments thereto, and (iv) any and all other\nactivities, actions, requirements, assessments, approvals, documents,\ninstruments and similar items that are, in Landlord's reasonable discretion,\nnecessary or desirable in connection therewith.\n\n               (e) RECONFIGURATION\/PARCEL MAP. In connection with the Initial\nDevelopment, Landlord has filed a parcel map that causes the airspace to be\noccupied by the Building to consist of one legal parcel, and the airspace to be\noccupied by each additional building in the Project to consist of a separate\nlegal parcel, and the Project Garage and Project Common Area collectively to\nconsist of a separate legal parcel (such parcel map being defined as the\n\"Initial Parcel Map\"). Landlord reserves the right, without incurring any\nliability to Tenant and without constituting an eviction (constructive or\notherwise), and without entitling Tenant to any abatement of Rent or to\nterminate this Lease or otherwise releasing Tenant from any of Tenant's\nobligations under this Lease, to amend the Initial Parcel Map to reconfigure the\nparcels, even if such map would cause a reduction in the size of the Land, so\nlong as the size of the building envelope in which the Building is or will be\nlocated is not materially affected by such action, the Project continues to be\nin compliance with all applicable Laws (including, without limitation, city\nparking requirements and other development approvals and land use regulatory\nrequirements), Tenant's Permitted Use of the Premises as allowed by this Lease\nis not materially impaired thereby, and the Minimum Parking continues to be\navailable to Tenant as provided in Paragraph 33. Tenant shall cooperate with\nLandlord in connection with any amendment to the Initial Parcel Map and\/or any\nother subdivision or lot line adjustment process with respect to the Land or\nProject generally, provided that Tenant shall not be obligated to incur material\ncosts in connection with such cooperation. In addition, at any time during the\nTerm, Landlord may reduce the land and improvements that are included in the\nProject, subdivide the Project, or otherwise reconfigure the Project in any way,\nso long as in connection with such reconfiguration (other than in connection\nwith the Initial Development) the size of the building envelope in which the\nBuilding is or will be located is not materially affected by such action, the\nProject continues to be in compliance with all applicable Laws (including,\nwithout limitation, city parking requirements and other development approvals\nand land use regulatory requirements), Tenant's Permitted Use of the Premises as\nallowed by this Lease is not impaired thereby, and the Minimum Parking continues\nto be available to Tenant as provided by Paragraph 33, and Tenant's access to\nthe Premises is not materially impaired. Upon Landlord's request, Tenant shall\nexecute and deliver any documents or instruments reasonably required in\nconnection with any amendment to the Initial Parcel Map and\/or any other\nsubdivision or lot line adjustment process in connection with this Paragraph\n1(e).\n\n                (f) CONSTRUCTION OF FUTURE PHASES. Landlord shall construct the\nother buildings shown on Exhibit \"A\" and all other on-site and off-site\nimprovements that are expressly required by the terms and conditions of the DDA,\nthe Parking REA and\/or the CC&Rs, as such documents may be amended from time to\ntime. In addition, Landlord may construct additional buildings and improvements\non the Land in such locations as Landlord may determine, in its sole discretion.\nTenant acknowledges that during any such construction and development, Landlord,\nits tenants, and their respective employees, contractors and agents will require\naccess across and through the Project Common Area for purposes of construction\nand development of additional buildings and improvements in the Project (as it\nmay exist from time to time) and use of portions of the Project Common Area for\nconstruction staging in connection with such construction and development,\nincluding, without limitation, for the storage of all\n\n                                       2\n   8\n\nnecessary materials, tools and equipment. Landlord shall not be liable to Tenant\nfor any interference with Tenant's use of the Project Common Area with respect\nto such construction and development activities or any noise, vibration, or\nother disturbance to Tenant's business at the Premises which may result from\nsuch activities, so long as the Building's structural components and Building\nSystems are not materially adversely affected by such activities, the Project\ncontinues to be in compliance with all applicable Laws, Tenant at all times has\nreasonable access to the Building and use of the Minimum Parking as provided in\nParagraph 33, and Landlord takes commercially reasonable steps to minimize any\nmaterial adverse effect on Tenant's Permitted Use of the Premises arising from\nsuch activities. Tenant shall cooperate with Landlord in connection with any\nconstruction or development activities with respect to any such construction of\nbuildings or improvements, including, without limitation, by cooperating in any\nparking restrictions and limitations during such activities.\n\n               (g) COMMON AREA. The term \"Common Area\" or \"Project Common Area\"\nshall mean all areas and facilities within the Project that are not designated\nby Landlord, from time to time, for the exclusive use of Tenant or any other\ntenant or other occupant of the Project, that are located outside the building\nenvelopes of the Building and of any other buildings now or hereafter located in\nthe Project. Project Common Areas shall include, without limitation, the Project\nGarage, facilities and equipment servicing the Project as a whole or the Project\nGarage, access and perimeter roads and ramps, pedestrian sidewalks, landscaped\nareas, plaza areas, trash enclosures, recreation areas and the like.\n\n               (h) CC&RS. The operation of the Project Common Area (including\nthe Project Garage), and access to, from and between various portions of the\nProject Common Area, are and shall be governed by that certain Declaration of\nCovenants, Conditions and Restrictions and Reciprocal Easement Agreement, dated\nas of November 22, 2000, and recorded November 22, 2000 as Instrument Number\n15470450 in the Official Records of Santa Clara County, and such additional\nconditions, covenants and restrictions and\/or reciprocal easements and\/or\nreciprocal licenses (any of the foregoing being defined herein collectively as\n\"CC&Rs\"), as are required by or pursuant to the DDA, in connection with the\nInitial Parcel Map, or as Landlord may otherwise determine in its discretion are\nnecessary or desirable in connection with the Initial Development (such CC&Rs in\nconnection with the DDA or Initial Development being defined herein collectively\nas the \"Initial CC&Rs\") between the owners of portions of the Project,\nincluding, without limitation, in order to provide necessary or appropriate\naccess over, across and from the Common Area (including any ramps between the\nparking structures, roadways and drive aisles located thereon) to other portions\nof the Common Area and\/or to any other property which is included in the\nProject, and\/or that encumber portions of the Project for the benefit of other\nportions of the Project or the adjacent City property (or reciprocally benefit\neach other), and\/or in order to provide sufficient parking for any portion of\nthe Project or in connection with the City Parking Rights, and\/or that allocate\ncosts of the operation, maintenance, repair Project and\/or Project Common Area\namong the owners of portions of the Project in a reasonable and customary\nmanner. Without limiting the foregoing, the Initial CC&Rs provide for elevator\nand stairwell access from the portion of the Project Garage located under each\nbuilding in the Project to the exterior Project Common Area through a corridor\nlocated on the ground floor of each such building from the elevator and\nstairwell to the exterior Project Common Area in a location and configuration\ndesignated by Landlord, which access right shall burden the applicable building\nfor the benefit of the remaining portions of the Project; provided that with\nrespect to such access corridor located on the ground floor of the Building\n(defined herein as the \"Dedicated Garage Exit Area\"), (i) the Dedicated Garage\nExit Area will be shown on Landlord's Plans (as defined in the Work Letter), and\n(ii) the Dedicated Garage Exit Area will be physically partitioned from the\nremainder of the Premises such that Tenant shall have the right to limit,\nprevent or lock any direct access to the remainder of the Premises from the\nDedicated Garage Exit Area. The Initial CC&Rs and all provisions thereof will at\nall times be superior in priority to this Lease. Landlord shall have the right\nto make reasonable modifications to the Initial CC&Rs during the Term, or to\ncreate additional CC&Rs affecting all or portions of the Project, provided that\n(except for modifications and\/or additional CC&Rs that are required by\napplicable governmental authority, quasi-governmental authority, or Laws, which\nshall not require Tenant's consent), so long as Tenant occupies not less than\nfifty percent (50%) of the Building, Landlord shall obtain the prior written\nconsent of Tenant to such modifications or additional CC&Rs, which consent shall\nnot be unreasonably withheld, conditioned or delayed so long as such\nmodifications or additional CC&Rs do not materially adversely affect Tenant's\nPermitted Use of the Premises, Minimum Parking as provided in Paragraph 33 or\naccess to the Premises; and do not materially alter the allocation of Project\nCosts to the Building or materially affect Common Areas located within the\nBuilding (if any), or result in Tenant's cost of occupancy of the Premises being\nmaterially\n\n\n                                       3\n   9\n\nincreased and\/or Tenant's rights under this Lease being materially diminished.\nFailure by Tenant to respond to any written request by Landlord for such consent\n(which request shall include a copy of the proposed modification and\/or\nadditional CC&Rs) within ten (10) business days after receipt of Landlord's\nrequest shall be deemed consent by Tenant to the proposed modification to the\nInitial CC&Rs or additional CC&Rs described in such request.\n\n               (i) USE OF THE PREMISES AND COMMON AREA. Tenant may use and\noccupy the Premises for the purposes specified in the Basic Lease Information\n(\"Permitted Use\"), subject to the terms and conditions of this Lease, and for no\nother use or purpose without the prior written consent of Landlord. Landlord\nshall have the right to grant or withhold consent to a use other than the\nPermitted Use in its sole discretion. Tenant shall be entitled to the\nnonexclusive use of the Common Area with Landlord and other occupants (if any)\nof the Project in accordance with the limitations and restrictions in this Lease\nand the Rules and Regulations established by Landlord from time to time;\nprovided, however, that if Landlord reconfigures the Project or sells a portion\nof the Project (including, without limitation, if the Project Garage is owned by\nan entity other than Landlord), Landlord shall assure to Tenant that Tenant\nshall continue to have reasonable access to the Premises and Tenant's Minimum\nParking as provided in Paragraph 33 through the Initial CC&Rs or subsequent\nCC&Rs or other like mechanism. Notwithstanding anything to the contrary in the\nBasic Lease Information or in this Lease, Tenant understands and agrees that (a)\nthe Parking REA, the Initial CC&Rs and such additional CC&Rs as Landlord may\nelect to record against the Project as provided in Paragraph 1(h) , and\/or (b) a\nground lease, and \/or (c) certain other easements, licenses, access agreements\nand other encumbrances recorded in the official records of Santa Clara County\n(collectively, the Parking REA, the Initial CC&Rs, any additional CC&Rs, any\nground lease and any such encumbrances are sometimes collectively referred to\nherein as the \"Encumbrances\") may encumber the Land and\/or Project now or in the\nfuture, and that Tenant's occupancy and use of the Premises and use of the\nProject Common Area may be restricted by such Encumbrances. If necessary, Tenant\nshall execute such documents as are reasonably necessary to cause this Lease to\nbecome subordinate to any such Encumbrances, provided that Tenant shall have\nbeen provided with a true, correct and complete copy thereof prior to the date\nhereof or, with respect to future CC&Rs, ground lease or Encumbrance, prior to\nits effective date, and any approval given by Landlord hereunder shall be\nlimited to the matters covered by such approval with respect to this Lease only\nand shall not be interpreted to include any approval or consent in respect of\nthe CC&Rs, ground lease or Encumbrance. Landlord agrees to use commercially\nreasonable efforts to enforce specific provisions of the CC&Rs and\/or Parking\nREA for the benefit of the Premises upon receipt of written request from Tenant\nspecifying the specific relevant provisions to be enforced and specific\nenforcement efforts that Tenant requests Landlord to take.\n\n        2. TERMS AND POSSESSION.\n\n               (a) TERM. The term of this Lease (the \"Term\") shall commence on\nthe Commencement Date (as defined below) and, unless sooner terminated pursuant\nto the express provisions of this Lease, shall expire on the date that is one\nday prior to the twelfth anniversary of the Commencement Date (subject to\nextension in accordance with Paragraph 42 to the date that is one day prior to\nthe sixth anniversary of the Extension Term, if any) (such date being the\n\"Expiration Date\"). The \"Commencement Date\" shall be the earlier to occur of the\nfollowing: (i) the date that is ninety (90) days after the Delivery Date (as\ndefined in Paragraph 2(b)); provided that such ninety (90) day period shall be\nextended one day for each day of Contractor Delay (as defined in the Work\nLetter) or Landlord Delay (as defined in the Work Letter); (ii) the date on\nwhich Tenant has substantially completed the Tenant Improvements (as defined in\nthe Work Letter) in accordance with the Work Letter; or (iii) the date upon\nwhich Tenant actually commences business in any portion of the Premises.\n\n               (b) DELIVERY DATE. The \"Delivery Date\" shall be the date on which\nLandlord has (i) completed the construction components of the Base Building\nrequired to be completed by Landlord in order for the \"Initial Tenant Work Date\"\n(as defined in the Work Letter) to occur, and (ii) tendered possession of the\nPremises to Tenant subject to Landlord's continuing right to access the Premises\nand take all steps required to complete the Base Building; provided, however,\nthat the Delivery Date shall not occur earlier than the Scheduled Delivery Date\nshown in the Basic Lease Information without Tenant's prior written consent. All\nof the rights and obligations of the parties under this Lease (other than\nTenant's obligation to pay Monthly Base Rent and Additional Charges for Expenses\nand Taxes) shall commence on the Delivery Date. Tenant shall be deemed to occupy\nthe Premises from and after the Delivery Date. Within five (5) business days\nafter the Delivery Date, the parties shall execute a letter\n\n                                       4\n   10\n\nconfirming the Delivery Date and certifying that Tenant has accepted delivery of\nthe Premises, in the form attached hereto as Exhibit \"B\" (the \"Delivery Date\nMemorandum\"). Either party's failure to request execution of, or to execute, the\nDelivery Date Memorandum shall not in any way alter the Delivery Date.\n\n               (c) CONSTRUCTION OF IMPROVEMENTS. Completion of the Base Building\n(as defined in the Work Letter) by Landlord and the Tenant Improvements by\nTenant shall be governed by the terms and conditions of the Work Letter which is\nattached hereto as Exhibit \"C\". Tenant's obligation to construct the Tenant\nImprovements pursuant to the Work Letter is independent of, and in addition to,\nTenant's obligation to pay Rent and Tenant's other obligations under this Lease.\nTenant acknowledges that Landlord has not made any representation or warranty\nwith respect to the construction of the Base Building or the condition of the\nPremises or the Project Common Area (except as may be expressly provided\nherein), or with respect to the suitability or fitness of any of the foregoing\nfor the conduct of Tenant's permitted use or for any other purpose. By occupying\nthe Premises, Tenant shall be deemed to have accepted the same as suitable for\nthe purpose herein intended, subject to completion of items on Landlord's\narchitect's punch list (which shall be approved by Tenant as provided in\nParagraph 8 of the Work Letter, in Tenant's reasonable discretion) with respect\nto the Base Building and subject to Landlord's obligations pursuant to Paragraph\n7(a). Upon Tenant's request, Landlord shall use reasonable efforts to enforce\nany construction warranties Landlord obtains with respect to the Base Building.\nIf Tenant is not satisfied, in Tenant's reasonable discretion, with Landlord's\nactions in enforcing such warranties, Tenant may upon written notice to Landlord\ntake any actions necessary in Tenant's reasonable judgment to enforce such\nwarranties directly, and Landlord shall take all commercially reasonable action\nto cooperate with Tenant, including assigning to Tenant Landlord's rights with\nrespect to such warranties.\n\n               (d) CERTIFICATE OF OCCUPANCY. After substantial completion of the\nTenant Improvements, Tenant shall immediately apply for, and use best efforts to\nobtain within fifteen (15) business days, a certificate of occupancy (or\nequivalent documentation) for the Premises, which may be in the form of a\ntemporary certificate of occupancy provided that a permanent certificate of\noccupancy is issued by the City of Sunnyvale and delivered to Landlord by Tenant\nprior to expiration of the temporary certificate of occupancy. Tenant shall\npromptly deliver to Landlord copies of the certificate of occupancy, and all\nother permits, consents and approvals from the appropriate governmental agencies\nwhich are necessary for occupancy and operation of the Premises as contemplated\nby this Lease to the extent they are requested by Landlord. Tenant shall, no\nlater than ninety (90) days after the date of issuance by the City of Sunnyvale\nof a certificate of occupancy or its equivalent concerning the Premises, occupy\na portion of the Premises. This Paragraph 2(d) shall not be construed as an\nobligation of Tenant to continuously occupy the Premises.\n\n        3. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.\n\n               (a) MONTHLY BASE RENT AND ADDITIONAL CHARGES. Tenant's obligation\nto pay Monthly Base Rent and Additional Charges for Expenses and Taxes hereunder\nshall commence on the Commencement Date. Commencing on the Commencement Date and\nthroughout the Term of this Lease, Tenant shall pay the monthly base rent\nspecified in the Basic Lease Information, as adjusted pursuant to Paragraph 3(b)\n(as so adjusted from time to time, \"Monthly Base Rent\"), on the first day of\neach month, in advance, in lawful money of the United States (without any prior\ndemand therefor and without deduction or offset whatsoever, except as expressly\nprovided in this Lease) to Landlord or its Managing Agent at the address\nspecified in the Basic Lease Information or to such other firm or to such other\nplace as Landlord or its Managing Agent may from time to time designate in\nwriting. In addition, Tenant shall pay to Landlord all charges and other amounts\nwhatsoever as provided in this Lease (\"Additional Charges\") at the place where\nthe Monthly Base Rent is payable, and Landlord shall have the same remedies for\na Default in the payment of Additional Charges as for a Default in the payment\nof Monthly Base Rent. As used herein, the term \"Rent\" shall include all Monthly\nBase Rent and Additional Charges (including, without limitation, Additional\nCharges for Real Estate Taxes and Expenses pursuant to Paragraph 3(c) below, and\nAdditional Charges pursuant to Paragraphs 5(b), 6, 7(e), 8, 10(d) and (f), 20(c)\nand 23). If the Commencement Date occurs on a day other than the first day of a\ncalendar month, or the Expiration Date occurs on a day other than the last day\nof a calendar month, then the Monthly Base Rent and Additional Charges for such\nfractional month shall be prorated on a daily basis. If any issues used to\ndetermine the Commencement Date (including issues used to determine the Delivery\nDate) are either in dispute or cannot be determined with certainty as of the\ndate Landlord believes should\n\n\n                                       5\n   11\n\nbe the Commencement Date (including, without limitation, as a result of any\nactual or alleged Tenant Delay, Landlord Delay or Contractor Delay), Tenant\nshall commence to pay Monthly Base Rent and Additional Charges from and after\nthe Commencement Date as determined by Landlord in Landlord's reasonable\ndiscretion; provided, however, that such payment shall be without prejudice to\nthe ultimate determination of any issues that are undetermined or in dispute as\nof such date, and future Rent payments shall be adjusted by Landlord as\nreasonably appropriate after the Commencement Date has been finally determined,\nto take into account the actual Commencement Date and any resulting overpayment\nor underpayment of Rent.\n\n               (b) ANNUAL ADJUSTMENTS IN MONTHLY BASE RENT. The Monthly Base\nRent under Paragraph 3(a) shall be adjusted on each anniversary of the\nCommencement Date throughout the Term, including the Extension Term, if any,\n(each such date, an \"Adjustment Date\") as follows.\n\n                      (i) FIRST ANNIVERSARY: On the Adjustment Date occurring on\n        the first anniversary of the Commencement Date (the \"First Adjustment\n        Date\"), the Monthly Base Rent shall be determined by multiplying the\n        Rentable Area by the sum of (A) $5.05, plus (B) an amount determined by\n        multiplying the CPI Increase (as defined below) for the First Adjustment\n        Date by $5.00 (such amount being the \"Year One Adjustment\"); provided,\n        however, that in no event shall the Monthly Base Rent be adjusted on the\n        First Adjustment Date to an amount that is less than one hundred three\n        and five\/tenths percent (103.5%) of the amount obtained by multiplying\n        $5.00 by the Rentable Area, nor to an amount that is more than one\n        hundred five and five\/tenths percent (105.5%) of the amount obtained by\n        multiplying $5.00 by the Rentable Area.\n\n                      (ii) SECOND ANNIVERSARY: On the Adjustment Date occurring\n        on the second anniversary of the Commencement Date (the \"Second\n        Adjustment Date\"), the Monthly Base Rent shall be determined by\n        multiplying the Rentable Area by the sum of (A) $5.00, plus (B) the Year\n        One Adjustment, plus (C) an amount determined by multiplying the CPI\n        Increase for the Second Adjustment Date by the sum of (A) and (B) (such\n        amount being the \"Year Two Adjustment\"), plus (D) $.05; provided,\n        however, that in no event shall the Monthly Base Rent be adjusted on the\n        Second Adjustment Date to an amount that is less than one hundred three\n        and five\/tenths percent (103.5%) of the amount obtained by multiplying\n        the Rentable Area by the sum of $5.00 plus the Year One Adjustment, nor\n        to an amount that is more than one hundred five and five\/tenths percent\n        (105.5%) of the amount obtained by multiplying the Rentable Area by the\n        sum of $5.00 plus the Year One Adjustment.\n\n                      (iii) THIRD ANNIVERSARY: On the Adjustment Date occurring\n        on the third anniversary of the Commencement Date (the \"Third Adjustment\n        Date\"), the Monthly Base Rent shall be determined by multiplying the\n        Rentable Area by the sum of (A) $5.00, plus (B) the Year One Adjustment,\n        plus (C) the Year Two Adjustment, plus (D) an amount determined by\n        multiplying the CPI Increase for the Third Adjustment Date by the sum of\n        (A), (B) and (C); provided , however, that in no event shall the Monthly\n        Base Rent be adjusted on the Third Adjustment Date to an amount that is\n        less than one hundred three and five\/tenths percent (103.5%) of the\n        amount obtained by multiplying the Rentable Area by the sum of $5.00\n        plus the Year One Adjustment plus the Year Two Adjustment, nor to an\n        amount that is more than one hundred five and five\/tenths percent\n        (105.5%) of the amount obtained by multiplying the Rentable Area by the\n        sum of $5.00 plus the Year One Adjustment plus the Year Two Adjustment.\n\n                      (iv) SUBSEQUENT ADJUSTMENT DATES: On the Adjustment Date\n        occurring on the fourth anniversary of the Commencement Date, and on\n        each Adjustment Date, the Monthly Base Rent shall be increased from the\n        Monthly Base Rent as of the date immediately preceding the applicable\n        Adjustment Date (with respect to each Adjustment Date, such\n        then-existing Monthly Base Rent being defined as the \"Existing Rent\") by\n        adding to the Existing Rent the product obtained by multiplying the\n        applicable CPI Increase by the Existing Rent; provided, however, that in\n        no event shall the Monthly Base Rent on any such Adjustment Date be\n        adjusted to an amount that is less than one hundred three and\n        five\/tenths percent (103.5%) of the Existing Rent, nor to an amount that\n        is more than one hundred five and five\/tenths percent (105.5%) of the\n        Existing Rent.\n\n                                       6\n   12\n\nThe \"CPI Increase\" shall be calculated on each Adjustment Date by comparing the\nConsumer Price Index for the San Francisco Bay Area, All Urban Consumers, All\nItems, San Francisco\/Oakland\/San Jose, California (Base Years 1982-84=100) (the\n\"CPI\") for the closest calendar month prior to the immediately preceding\nAdjustment Date (or, with respect to the First Adjustment Date, prior to the\nCommencement Date) for which the CPI is published, to the CPI for the closest\ncalendar month prior to the applicable Adjustment Date for which the CPI is\npublished. The increase in the CPI indicated by such comparison, stated as a\npercentage, shall be defined herein with respect to each Adjustment Date as the\n\"CPI Increase\". If, during the Term, the CPI is no longer published, Landlord\nshall, for the purposes of computation of any adjustments in Monthly Base Rent,\nsubstitute such other Index as is then generally recognized as most comparable\nto the CPI and accepted for similar determinations. If sufficient data is\nunavailable for Landlord to make the determination specified in this Paragraph\n3(b) on any Adjustment Date, Tenant shall continue to pay the Monthly Base Rent\npayable immediately prior to such Adjustment Date. As soon as the necessary data\nbecomes available, Landlord shall determine the Monthly Base Rent payable from\nand after such Adjustment Date and notify Tenant of the adjustment in writing,\nand within fifteen days after such notice Tenant shall pay to Landlord the\namount by which the Monthly Base Rent for the period following such Adjustment\nDate exceeds the amount previously paid by Tenant as Monthly Base Rent for such\nperiod.\n\n               (c)    ADDITIONAL CHARGES FOR EXPENSES AND TAXES.\n\n                      (i) DEFINITIONS OF ADDITIONAL CHARGES: For purposes of\n        this Paragraph 3(c), the following terms shall have the meanings\n        hereinafter set forth:\n\n                             (A) \"TAX YEAR\" shall mean each twelve (12)\n               consecutive month period commencing January 1st of the calendar\n               year during which the Commencement Date of this Lease occurs,\n               provided that Landlord, upon notice to Tenant, may change the Tax\n               Year from time to time to any other twelve (12) consecutive month\n               period and, in the event of any such change, Tenant's Share of\n               Real Estate Taxes (as hereinafter defined) shall be equitably\n               adjusted for the Tax Years involved in any such change.\n\n                             (B) \"TENANT'S SHARE\" shall mean the Rentable Area\n               of the Premises divided by the total rentable area of the\n               Building. Initially, Tenant's Share is estimated to be the\n               percentage figure specified in the Basic Lease Information\n               (subject to change based on measurement of the actual Rentable\n               Area and rentable area of the Building as provided in the Basic\n               Lease Information).\n\n                             (C) \"REAL ESTATE TAXES\" shall mean (i) to the\n               extent the Building is assessed separately from any other real\n               property, all taxes, assessments and charges levied upon or with\n               respect to the Building, plus the Building Share of all taxes,\n               assessments and charges levied with respect to the Project Common\n               Area not included with the Building assessment or any personal\n               property of Landlord used in the operation thereof, or (ii) to\n               the extent the Project is assessed as a whole, the Building Share\n               of all taxes, assessments and charges levied upon or with respect\n               to the Project or any personal property of Landlord used in the\n               operation thereof, or Landlord's interest in the Project or such\n               personal property. Real Estate Taxes shall include, without\n               limitation, all general real property taxes and general and\n               special assessments, charges, fees or assessments for transit\n               and\/or parking (including in connection with inclusion of the\n               Building or Project in a parking or transit district), housing,\n               police, fire or other governmental services or purported benefits\n               to the Building or Project, service payments in lieu of taxes,\n               and any tax, fee or excise on the act of entering into this\n               Lease, or any other lease of space in the Project, or on the use\n               or occupancy of the Project or any part thereof, or on the rent\n               payable under any lease or in connection with the business of\n               renting space in the Project, that are now or hereafter levied or\n               assessed against Landlord by the United States of America, the\n               State of California, or any political subdivision, public\n               corporation, district or any other political or public entity,\n               and shall also include any other tax, fee or other excise,\n               however described, that may be levied or assessed as a substitute\n               for, or as an addition to, in whole or in part, any other Real\n               Estate Taxes, whether or not now customary or in the\n               contemplation of the parties on the date of this Lease.\n\n                                       7\n   13\n\n               Real Estate Taxes shall not include franchise, transfer,\n               inheritance or capital stock taxes or income taxes measured by\n               the net income of Landlord from all sources unless, due to a\n               change in the method of taxation, any of such taxes is levied or\n               assessed against Landlord as a substitute for, in whole or in\n               part, any other tax that would otherwise constitute a Real Estate\n               Tax. Additionally, Real Estate Taxes shall not include any\n               assessments or like charges to pay for any remediation of\n               contamination from any Hazardous Substance (defined in Paragraph\n               39 hereof) existing as of the Commencement Date unless introduced\n               in, on, under or about the Premises by Tenant or Tenant's\n               employees, agents, contractors or invitees. Real Estate Taxes\n               also shall not include any taxes attributable to any new\n               construction on the Project (other than the Building) that\n               increases the rentable area of the Project, or any increase in\n               any Real Estate Taxes directly attributable to such new buildings\n               or improvements, until such time as such new buildings or\n               improvements are leased and occupied by tenants paying such\n               building's share of Real Estate Taxes assessed against the\n               Project; provided, however, that Real Estate Taxes shall include\n               the Building Share of any new taxes or increases in Real Estate\n               Taxes attributable to the Project Garage, the City Garage or\n               Parking REA, or similar new construction, buildings or\n               improvements that are used for parking or other Common Area uses\n               (or the proportionate amount of any such new taxes or increase\n               attributable to the portion of any new construction, buildings or\n               improvements used for parking or other Common Area uses). Real\n               Estate Taxes shall also include reasonable legal fees, costs and\n               disbursements incurred in connection with proceedings to contest,\n               determine or reduce Real Estate Taxes; provided that such fees,\n               costs and disbursements do not exceed the actual savings in Real\n               Estate Taxes obtained by Tenant over the Term of the Lease. If\n               any assessments are levied on the Building or Project, Tenant\n               shall have no obligation to pay more than that amount of annual\n               installments of principal and interest that would become due\n               during the Term had Landlord elected to pay the assessment in\n               installment payments, even if Landlord pays the assessment in\n               full.\n\n                             (D) \"BUILDING SHARE\" shall mean the Rentable Area\n               in the Building divided by the total rentable area in the\n               Project, as determined by Landlord, in its reasonable discretion,\n               based on the same measurement methodology as is used to measure\n               the Rentable Area of the Premises as specified in the Basic Lease\n               Information.\n\n                             (E) \"EXPENSES\" shall mean the total costs and\n               expenses paid or incurred by Landlord in connection with the\n               management, operation, maintenance and repair of the Building and\n               the Project Common Area, including, without limitation (i) the\n               cost of air conditioning, electricity, steam, heating,\n               mechanical, ventilating, elevator systems and all other\n               utilities, to the extent provided by Landlord, and the cost of\n               supplies and equipment and maintenance and service contracts in\n               connection therewith; (ii) the cost of repairs and general\n               maintenance and cleaning; (iii) the Building Share of the cost of\n               fire, extended coverage, boiler, sprinkler, public liability,\n               property damage, rent, earthquake and flood (in each case if\n               Landlord elects to obtain it) and other insurance for the Project\n               obtained by Landlord, or otherwise obtained by Landlord in\n               connection with the Project, all including, without limitation,\n               insurance premiums and any deductible amounts paid by Landlord,\n               including, without limitation, the insurance required by\n               Paragraph 10(f); (iv) fees, charges and other costs directly\n               related to the operation of the Project (as distinct from the\n               operation of the partnership which owns the Project), including\n               management fees, consulting fees, legal fees and accounting fees,\n               fees of all independent contractors engaged by Landlord directly\n               related to the operation of the Project or reasonably charged by\n               Landlord if Landlord performs management services in connection\n               with the Project, (though the management fee shall not exceed the\n               cap noted in the following paragraph); (v) the cost of any\n               capital improvements made to the Building, and the Building Share\n               of the cost of any capital improvements made to the Project\n               Common Area, after the Commencement Date (a) as a labor saving\n               device or to effect other economies in the operation or\n               maintenance of the Building or the Project Common Area (from\n               which a reasonable person would anticipate that savings would\n               actually result), (b) to repair or replace capital items which\n               are no longer capable of providing the services required of them\n               (other than in connection with a casualty which is addressed by\n               Paragraph 20), or (c) that are made to the Building or the\n               Project Common Area after the date of this Lease and are required\n               under any Laws\n\n                                       8\n   14\n\n               (as defined in Paragraph 5) (excluding, however, any capital\n               improvements required by Laws that are Tenant's responsibility\n               under Paragraph 5 which shall be paid directly by Tenant pursuant\n               to Paragraph 5, where such capital improvements were not required\n               under any such Laws to be completed with respect to the Project\n               prior to the date the Lease was executed; and the costs of\n               capital improvements incurred by Landlord which are the\n               responsibility of Tenant pursuant to this Lease shall be\n               amortized over the useful life of the capital item in question as\n               determined in accordance with generally accepted accounting\n               principles (\"GAAP\"), together with interest on the unamortized\n               balance at the greater of (x) the rate paid by Landlord on funds\n               borrowed from an institutional lender for the purpose of\n               constructing such capital improvements; or (y) 10% per annum;\n               provided, however, the amount of the cost of capital improvements\n               which may be included within Expenses pursuant to this clause (v)\n               shall be the greater of (I) the amount that would be payable\n               pursuant to the foregoing amortization or (II) $.02 per square\n               foot of the Rentable Area of the Premises per month (and to the\n               extent the amount under this clause (II) exceeds the amount that\n               would be payable under clause (I), such excess shall be credited\n               against the unamortized balance of the cost of capital\n               improvements in the inverse order in which they would be payable\n               by Tenant under clause (i)); and (vi) any other reasonable\n               expenses of any other kind whatsoever reasonably incurred in\n               managing, operating, maintaining and repairing the Building,\n               including, but not limited to, costs incurred or assessed\n               pursuant to the Parking REA, the Initial CC&Rs, any other CC&Rs,\n               any ground lease or any Encumbrances, and the Building's Share of\n               Project Common Expenses. \"Project Common Expenses\" shall mean any\n               expenses paid or incurred by Landlord in connection with the\n               management, operation, maintenance and repair of the Project\n               Common Area and any other Expenses paid or incurred by Landlord\n               for the benefit of the Project as a whole, including, but not\n               limited to, the cost of maintaining any traffic improvements,\n               surface parking lots and facilities located in the Project Common\n               Area, landscaping, the cost of any security Landlord elects to\n               provide for all or any portions of the Project Common Area, and\n               any costs allocated to the Project Common Area (or the Project as\n               a whole) pursuant to the Parking REA. Any \"deductible\" amounts\n               relating to capital improvements required to be paid by Tenant\n               hereunder in connection with any property or earthquake insurance\n               policy carried by Landlord shall be amortized over the useful\n               life of the restoration work to which such deductible amount\n               relates in accordance with GAAP, in the same manner as other\n               capital improvements that are included in Expenses as provided\n               above.\n\nNotwithstanding anything to the contrary herein contained, Expenses shall not\ninclude, and in no event shall Tenant have any obligation to pay for pursuant to\nthis Paragraph 3 or Paragraph 7(b), (aa) the acquisition cost of the Land and\nthe initial construction cost of the Project Garage and of any new buildings or\nimprovements on the Project that increase the rentable area of the Project (or\nany additional operating expenses incurred during the course of construction and\nas a direct result of such construction) including, without limitation, any of\nthe foregoing costs incurred in connection with an expansion of the Project\npursuant to Paragraph 1(c), other than costs in connection with construction of\nthe Building or other portions of the Project that are otherwise payable by\nTenant hereunder; (bb) the cost of providing tenant improvements to Tenant or\nany other tenant and costs of preparing any other premises in the Project for\noccupancy by any other tenant, including brokerage commissions, attorneys fees\nand other fees incurred in connection with the leasing thereof; (cc) any rent\npayable pursuant to a ground lease, and debt service (including, but without\nlimitation, interest, principal and any impound payments) required to be made on\nany mortgage or deed of trust recorded with respect to all or any portion of the\nProject other than debt service and financing charges imposed pursuant to\nParagraph 3(c)(1)(E)(v) above; (dd) the cost of special services, goods or\nmaterials provided to any tenant; (ee) depreciation; (ff) the portion of a\nmanagement fee in excess of two and five\/tenths percent (2.5%) of Monthly Base\nRent and Additional Charges for Expenses and Taxes (excluding the management\nfee); (gg) penalties resulting from Landlord's failure to comply with applicable\nLaws, to the extent that such compliance is expressly Landlord's responsibility\nunder this Lease; (hh) costs for which Landlord has a right of and has received\nreimbursement from others; (ii) costs to correct any construction or design\ndefects in the original construction of the Base Building; (jj) repairs,\nreplacement and upgrades to the structural elements of the Base Building (e.g..\nsteel frame and slab) and structural components of the roof (not including the\nroof membrane above the concrete over metal deck), other than capital\nimprovements pursuant to Paragraph 3(c)(1)(E)(v) above; (kk) environmental\npollution remediation related costs for which Landlord has indemnified Tenant\npursuant to Paragraph\n\n                                       9\n   15\n\n39(c); (ll) advertising or promotional expenditures; (mm) leasing or sales\ncommissions; (nn) repairs, restoration or other work occasioned by condemnation,\nor by fire, wind, the elements or other casualty, to the extent of amounts paid\nor payable under any insurance policy maintained by Landlord covering the\nProject or any portion thereof; (oo) compensation paid to any employee of\nLandlord other than maintenance and property management personnel below the\nlevel of project manager, directly associated with the operation and maintenance\nof the Building or Project (it being agreed that the salaries of such management\npersonnel at or above the level of project manager are covered by the management\nfee); (pp) repairs, alterations, additions, improvements or replacements made to\nrectify or correct any condition with respect to the Project that is in\nviolation of applicable Laws on the date of execution of this Lease by Landlord\nand Tenant; (qq) Landlord's general overhead expenses in excess of the property\nmanagement fee; (rr) legal fees, accountants' fees and other expenses incurred\nin connection with disputes with Tenant (except to the extent such expenses are\nTenant's responsibility pursuant to this Lease) or associated with the defense\nof Landlord's title to or Landlord's interest in the Project or any part\nthereof; (ss) charitable or political contributions of Landlord; (tt) interest,\npenalties or other costs arising out of Landlord's failure to make timely\npayments of its obligations, to the extent not caused by Tenant's failure to\nmake such payments when due under this Lease; and (uu) reserves for Expenses or\nReal Estate Taxes, except as expressly provided herein. All costs and expenses\nshall be determined in accordance with GAAP which shall be consistently applied\n(with accruals appropriate to Landlord's business).\n\n                             (F) \"EXPENSE YEAR\" shall mean each twelve (12)\n               consecutive month period commencing January 1 of the calendar\n               year during which the Commencement Date of the Lease occurs,\n               provided that Landlord, upon notice to Tenant, may change the\n               Expense Year from time to time to any other twelve (12)\n               consecutive month period, and, in the event of any such change,\n               Tenant's Share of Expenses shall be equitably adjusted for the\n               Expense Years involved in any such change.\n\n                      (ii) PAYMENT OF REAL ESTATE TAXES: Commencing on the\n        Commencement Date, Tenant shall pay to Landlord as Additional Charges\n        one-twelfth (1\/12th) of Tenant's Share of Real Estate Taxes for each Tax\n        Year on or before the first day of each month during such Tax Year, in\n        advance, in an amount reasonably estimated by Landlord and billed by\n        Landlord to Tenant, and Landlord shall have the right initially to\n        determine monthly estimates and to revise such estimates from time to\n        time. With reasonable promptness after Landlord has received the tax\n        bills for any Tax Year, Landlord shall furnish Tenant with a statement\n        (herein called \"Landlord's Tax Statement\") setting forth the amount of\n        Real Estate Taxes for such Tax Year and Tenant's Share thereof. If the\n        actual Tenant's Share of Real Estate Taxes for such Tax Year exceed the\n        estimated Tenant's Share of Real Estate Taxes paid by Tenant for such\n        Tax Year, Tenant shall pay to Landlord the difference between the amount\n        paid by Tenant and the actual Tenant's Share of Real Estate Taxes on or\n        before the earlier of thirty (30) days after the receipt of Landlord's\n        Tax Statement or fifteen (15) days prior to the delinquency date for the\n        Real Estate Tax payment reflected in the applicable Landlord's Tax\n        Statement, and if the total amount paid by Tenant for any such Tax Year\n        shall exceed the actual Tenant's Share of Real Estate Taxes for such Tax\n        Year, such excess shall be credited against the next installment of Real\n        Estate Taxes due from Tenant to Landlord hereunder or if the Term has\n        ended it shall be returned to Tenant within thirty (30) days. If it has\n        been determined that Tenant has overpaid Real Estate Taxes during the\n        last year of the Lease Term, then Landlord shall reimburse Tenant for\n        such overage on or before the thirtieth (30th) day following the\n        Expiration Date. No delay by Landlord in providing Landlord's Tax\n        Statement shall be deemed a default by Landlord or a waiver of\n        Landlord's right to require payment of the actual or estimated sums of\n        Tenant's Share of Real Estate Taxes, provided that Landlord may not\n        require payment of Tenant's Share of Real Estate Taxes with respect to\n        any Real Estate Taxes later than twelve (12) months after the end of the\n        calendar year in which such Real Estate Taxes were paid or incurred by\n        Landlord. To the extent that Landlord receives refunds of any portion of\n        Real Estate Taxes paid by Tenant during the Term, such refunds shall be\n        credited against Tenant's further obligation to pay Real Estate Taxes\n        during the Term or refunded to Tenant if received by Landlord within one\n        year after the Expiration Date.\n\n                      (iii) PAYMENT OF EXPENSES: Commencing on the Commencement\n        Date, Tenant shall pay to Landlord as Additional Charges one-twelfth\n        (1\/12th) of Tenant's Share of the Expenses for each Expense Year on or\n        before the first day of each month of such Expense Year, in advance, in\n        an amount\n\n                                       10\n   16\n\n        reasonably estimated by Landlord and billed by Landlord to Tenant, and\n        Landlord shall have the right initially to determine monthly estimates\n        and to revise such estimates from time to time. With reasonable\n        promptness after the expiration of each Expense Year, Landlord shall\n        furnish Tenant with a statement (herein called \"Landlord's Expense\n        Statement\"), setting forth in reasonable detail the Expenses for such\n        Expense Year and Tenant's Share thereof. If the actual Tenant's Share of\n        Expenses for such Expense Year exceed the estimated Tenant's Share of\n        Expenses paid by Tenant for such Expense Year, Tenant shall pay to\n        Landlord the difference between the amount paid by Tenant and the actual\n        Tenant's Share of Expenses within thirty (30) days after the receipt of\n        Landlord's Expense Statement, and if the total amount paid by Tenant for\n        any such Expense Year shall exceed the actual Tenant's Share of Expenses\n        for such Expense Year, such excess shall be credited against the next\n        installment of the estimated Expenses due from Tenant to Landlord\n        hereunder or if the Term has ended it shall be returned to Tenant within\n        thirty (30) days. Any utility rebates for the Project which Landlord\n        receives for payments made by Tenant shall be forwarded to Tenant so\n        long as such rebate is received within one year following the Expiration\n        Date or sooner termination of the Lease. If it has been determined that\n        Tenant has overpaid Expenses during the last year of the Lease Term\n        (including rebates of utilities applicable to Tenant), then Landlord\n        shall reimburse Tenant for such overage on or before the thirtieth\n        (30th) day following the Expiration Date.\n\n                      (iv) OTHER: To the extent any item of Real Estate Taxes or\n        Expenses is payable by Landlord in advance of the period to which it is\n        applicable (e.g. insurance and tax escrows required by Landlord's\n        Lender), or to the extent that prepayment is customary for the service\n        or matter, Landlord may (i) include such items in Landlord's estimate\n        for periods prior to the date such item is to be paid by Landlord and\n        (ii) to the extent Landlord has not collected the full amount of such\n        item prior to the date such item is to be paid by Landlord, Landlord may\n        include the balance of such full amount in a revised monthly estimate\n        for Additional Charges. If the Commencement Date or Expiration Date\n        shall occur on a date other than the first day of a Tax Year and\/or\n        Expense Year, Tenant's Share of Real Estate Taxes and Expenses, for the\n        Tax Year and\/or Expense Year in which the Commencement Date occurs shall\n        be prorated.\n\n                      (v) AUDIT: Within ninety (90) days after receipt of any\n        Expense Statement or Tax Statement from Landlord, Tenant shall have the\n        right to examine and copy Landlord's books and records relating to such\n        Expense Statements and Tax Statements, and\/or commence to cause an\n        independent audit thereof to be conducted by an accounting firm to be\n        selected by Tenant and subject to the reasonable approval of Landlord.\n        If the audit indicates that Tenant has overpaid either Expenses or Real\n        Estate Taxes, Tenant shall notify Landlord within one hundred twenty\n        (120) days after the date the applicable Expense Statement or Tax\n        Statement was received by Tenant. If Landlord disputes the results of\n        such audit, Landlord and Tenant shall work together in good faith to\n        resolve the discrepancy between the applicable Expense Statement and\/or\n        Tax Statement and Tenant's audit. If it is finally determined that\n        Tenant has overpaid either Expenses or Real Estate Taxes, then Landlord\n        shall reimburse Tenant for such overage within thirty (30) days after\n        receipt of such notice, provided that if such overage exceeds five\n        percent (5%) of the actual amount of Expenses or Real Estate Taxes paid\n        by Landlord for the Tax or Expense Year covered by such audit, then\n        Landlord shall bear the reasonable cost of such audit, up to a maximum\n        cost of $5,000 (adjusted annually by the CPI Increase). If Tenant fails\n        to object to any such Expense Statement or Tax Statement, or to request\n        and commence an independent audit thereof, within ninety (90) days after\n        receipt of the applicable statement, or if Tenant objects to any\n        statement or requests an audit but then fails to complete the audit\n        within one hundred twenty (120) days after receipt of the applicable\n        statement, such Expense Statement and\/or Tax Statement shall be final\n        and shall not be subject to any audit, challenge or adjustment. All of\n        the information obtained through any audit by Tenant and any compromise,\n        settlement or adjustment reached between Landlord and Tenant relative to\n        the results of such audit shall be held in strict confidence by the\n        Tenant, except to the extent disclosure is required or reasonably\n        necessary in connection with litigation with respect to such audit or as\n        required by Law as a result of Tenant's status as a publicly-traded\n        corporation. Tenant shall continue to make all Rent payments hereunder\n        (including without limitation payments of Additional Charges for\n        Expenses and Real Estate Taxes) during any such audit period and pending\n        resolution of any dispute between Landlord and Tenant.\n\n                                       11\n   17\n\n               (d) LATE CHARGES. Tenant recognizes that late payment of any\nMonthly Base Rent and\/or Additional Charges will result in administrative\nexpenses to Landlord, the extent of which additional expense is extremely\ndifficult and economically impractical to ascertain. Tenant therefore agrees\nthat if Tenant is in Default in the payment of any Monthly Base Rent and\/or\nAdditional Charges, the amount of such unpaid Monthly Base Rent and\/or\nAdditional Charges shall be increased by a late charge to be paid to Landlord by\nTenant in an amount equal to four percent (4%) of the amount of the delinquent\nMonthly Base Rent and\/or Additional Charges. In addition, any outstanding\nMonthly Base Rent, Additional Charges, late charges and other outstanding Rent\namounts shall accrue interest at an annualized rate of the lesser of (i) the\ngreater of 10% or The Federal Reserve Discount Rate plus 5% until paid to\nLandlord, or (ii) the maximum rate permitted by law (the \"Default Rate\"). Tenant\nagrees that such amount is a reasonable estimate of the loss and expense to be\nsuffered by Landlord as a result of such late payment by Tenant and may be\ncharged by Landlord to defray such loss and expense. The provisions of this\nParagraph 3(d) in no way relieve Tenant of the obligation to pay Monthly Base\nRent or Additional Charges on or before the date on which they are due, nor do\nthe terms of this Paragraph 3(d) in any way affect Landlord's remedies pursuant\nto Paragraph 19 in the event any Monthly Base Rent or Additional Charges are\nunpaid after the date due.\n\n        4. RESTRICTIONS ON USE.\n\n               (a) NO INTERFERENCE OR WASTE. Tenant shall not do or permit\nanything to be done in or about the Premises which will obstruct, or materially\nor unreasonably interfere with, the rights of other tenants or occupants of the\nBuilding or the Project, or injure or annoy them, nor use or allow the Premises\nto be used for any unlawful purpose, nor shall Tenant cause or maintain or\npermit any nuisance in, on or about the Premises or Project. Tenant shall not\ncommit or suffer the commission of any waste in, on or about the Premises.\n\n               (b) USE OF COURTYARD. Tenant shall have the right to use the\ncourtyard areas of the Project Common Areas for Tenant's social and\/or business\nfunctions with no additional rent for such use payable by Tenant, on the terms\nand conditions set forth in this Paragraph 4(b). Tenant shall deliver written\nnotice to Landlord requesting to reserve particular space in the Project Common\nAreas for such functions at least five (5) days, and no earlier than thirty (30)\ndays, prior to such proposed function. Landlord may grant similar rights to\nother tenants and occupants of the Project, and Tenant's rights under this\nparagraph shall be subject to the rights of such other tenants and occupants and\nany reasonable, non-discriminatory system Landlord incorporates to address\nconflicting reservations of the same space by more than one tenant or occupant\nof the Project. Tenant's use of the courtyard areas pursuant to this paragraph\nshall be on the following terms and conditions: (i) Tenant may conduct up to\ntwelve (12) such functions within any calendar year; (ii) such functions shall\nbe limited to a reasonable number of people consistent with applicable fire,\nhealth and safety laws, and shall comply with any applicable requirements of the\nDDA, REA, CC&Rs and\/or other Encumbrances; (iii) the insurance, indemnity and\nnonliability obligations and provisions contained herein and in the Rules and\nRegulations, respectively (including Tenant's obligations to carry liquor law\nliability insurance if alcoholic beverages are served or consumed during such\nfunctions), shall apply to and govern any claims, liabilities, costs or expenses\narising from any such function, (iv) no such proposed functions shall, in\nLandlord's reasonable determination, unreasonably disrupt either other tenants\nof the Project, or the operation or maintenance of the Common Areas, (v) Tenant\nshall comply with the obligations of the Rules and Regulations of Exhibit \"D\"\nattached hereto relating to such use, and (v) Tenant shall pay any and all of\nLandlord's reasonable costs of preparation for, supervision of and\/or clean-up\nin connection with, such functions.\n\n        5. COMPLIANCE WITH LAWS.\n\n               (a) TENANT'S COMPLIANCE OBLIGATIONS. Tenant shall not use the\nProject or permit anything to be done in or about the Project which will in any\nway conflict with any present and future laws, statutes, ordinances,\nresolutions, regulations, proclamations, orders or decrees of any municipal,\ncounty, state or federal government or other governmental or regulatory\nauthority with jurisdiction over the Project, or any portion thereof, whether\ncurrently in effect or adopted in the future and whether or not in the\ncontemplation of the parties hereto (collectively, \"Laws\"), and Tenant shall\npromptly, at its sole expense, maintain the Premises, any Alterations (as\ndefined in Paragraph 6 below) permitted hereunder and Tenant's use and\noperations thereon in strict compliance at all times with all Laws. \"Laws\" shall\ninclude, without limitation, all Laws relating to health and safety (including,\nwithout limitation, the California Occupational Safety and Health Act of 1973\nand the California Safe Drinking\n\n                                       12\n   18\n\nWater and Toxic Enforcement Act of 1986, including posting and delivery of\nnotices required by such Laws with respect to the Premises), disabled\naccessibility (including, without limitation, the Americans with Disabilities\nAct, 42 U.S.C. section 12101 et seq.), Hazardous Substances, and all present and\nfuture life safety, fire, sprinkler, seismic retrofit, transportation demand\nmanagement plan, building code and municipal code requirements; provided\nhowever, that Tenant's obligation to comply with Laws relating to Hazardous\nSubstances is subject to the terms and conditions of Paragraph 39, and Tenant\nshall not be responsible for compliance with clean-up provisions of any Laws\nwith respect to Hazardous Substances except to the extent of any release caused\nby the Tenant or any of its servants, employees, contractors, agents, licensees\nor invitees (collectively, including Tenant, the \"Tenant Parties\") or otherwise\nincluded in Tenant's indemnity contained in Paragraph 39. Notwithstanding the\nforegoing, Landlord, and not Tenant, shall be responsible for correcting any\ncondition with respect to the Common Area, or the exterior or structural\nportions of the Building (but not with respect to the interior of the Premises),\nwhich is in violation of applicable Laws (subject to Tenant's obligation to pay\nsuch costs to the extent they are included as Expenses under Paragraph\n3(c)(i)(E), except (subject to Paragraph 11 hereof) to the extent such condition\nis caused by the negligent or intentional acts or omissions of the Tenant\nParties, or such violation results from Tenant's particular use of the Premises,\nor such condition is caused by, or will be or has been altered in connection\nwith, the installation of the Tenant Improvements or any Alterations. Tenant\nshall be responsible for compliance of the Tenant Improvements with all Laws.\nNotwithstanding the first sentence of this Paragraph 5(a), Tenant shall not be\nrequired to make any structural alterations to the Premises in order to comply\nwith Laws unless the requirement that such alterations be made is triggered by\nany of the following (or, if such requirement results from the cumulative effect\nof any of the following when added to other negligent or intentional acts,\nomissions or events attributable to the Tenant Parties, to the extent such\nalterations are required by any of the following): (i) the installation, use or\noperation of the Tenant Improvements, any Alterations, or any of Tenant's trade\nfixtures or personal property; (ii) the negligent or intentional acts or\nomissions of any of the Tenant Parties; or (iii) the particular use or\nparticular occupancy or manner of use or occupancy of the Premises by the Tenant\nParties. Any alterations that are Tenant's responsibility pursuant to this\nParagraph 5 shall be made in accordance with Paragraph 6 below, at Tenant's sole\ncost. The parties acknowledge and agree that Tenant's obligation to comply with\nall Laws as provided in this paragraph (subject to the limitations contained\nherein) is a material part of the bargained-for consideration under this Lease.\nTenant's obligations under this Paragraph and under Paragraph 7(c) below shall\ninclude, without limitation, the responsibility of Tenant to make substantial or\nstructural repairs and alterations to the Premises to the extent provided above,\nregardless of, among other factors, the relationship of the cost of curative\naction to the Rent under this Lease, the length of the then remaining Term\nhereof, the relative benefit of the repairs to Tenant or Landlord, the degree to\nwhich the curative action may interfere with Tenant's use or enjoyment of the\nPremises, and the likelihood that the parties contemplated the particular Law\ninvolved.\n\n               (b) TRAFFIC MITIGATION. As a condition to approval of the Initial\nDevelopment, the City and\/or other governmental agencies or quasi-governmental\nagencies will require the implementation of a transportation demand management\nplan and\/or one or more similar programs to reduce the traffic generated by the\nProject and to facilitate the use of public transportation (any such program, a\n\"TDM\"). A TDM may apply to (and measure required alternative transportation use\nbased on) the Project as a whole, or be based on each building included in the\nProject, or be based on the Premises occupied by each or certain tenant(s) in\nthe Project. Tenant hereby agrees to designate one of its employees to act as a\nliaison with Landlord or with the City or other entity enforcing the TDM, as\nappropriate, to facilitate and coordinate any TDM. Tenant shall comply with the\nrequirements of any TDM that applies in whole or in part to the Premises, at\nTenant's cost with respect to both compliance costs and any penalties resulting\nfrom Tenant's failure to comply with program requirements. If any TDM applies to\nthe Project as a whole, or to a portion of the Project that includes more than\nthe Premises, (i) Tenant shall pay as Expenses the Tenant's Share of the\nBuilding Share of any compliance costs with respect to such TDM, and (ii) Tenant\nshall pay Landlord on demand, as an Additional Charge, any penalties that are\nimposed under any such TDM to the extent such penalties result from Tenant's\nfailure to comply with the requirements of such TDM, including, without\nlimitation, by failure to timely comply with any reporting requirements or by\nfailure of Tenant to meet any thresholds or other standards imposed by such TDM\nwith respect to traffic, public transportation or other similar matters included\nin such TDM. If any TDM is imposed that applies only to Tenant or only to the\nPremises, Tenant shall be solely responsible for compliance with such TDM,\nincluding, without limitation, by satisfying any survey or reporting\nrequirements thereunder directly to the entity enforcing such TDM, and by paying\nany penalties or costs imposed thereunder directly to the entity enforcing such\nTDM, and Tenant shall indemnify, defend and hold\n\n                                       13\n   19\n\nharmless Landlord against any claims, suits, costs (including reasonable\nattorneys' fees), damage, liability, and losses, whether foreseeable or\nunforeseeable, by reason of Tenant's failure to comply with, or violation of,\nany such TDM that applies solely to Tenant or the Premises.\n\n               (c) INSURANCE REQUIREMENTS. Tenant shall not do or permit\nanything to be done in or about the Premises or bring or keep anything therein\nwhich will in any way increase the rate of any insurance upon the Project or any\nof its contents (unless Tenant agrees to pay for such increase) or cause a\ncancellation of any insurance on the Project or otherwise violate any\nrequirements, guidelines, conditions, rules or orders with respect to such\ninsurance. Tenant shall at its sole cost and expense promptly comply with the\nrequirements of the Insurance Services Office (ISO), board of fire underwriters,\nor other similar body now or hereafter constituted relating to or affecting\nTenant's use or occupancy of the Project (other than in situations where\ncompliance involves repair, maintenance or replacement of items that Landlord is\nexpressly required to repair, maintain or replace under this Lease).\n\n               (d) NO LIMITATION ON OBLIGATIONS. The provisions of this\nParagraph 5 shall in no way limit Tenant's maintenance, repair and replacement\nobligations under Paragraph 7 or Tenant's obligation to pay Expenses under\nParagraph 3(c). The judgment of any court of competent jurisdiction or the\nadmission of Tenant in an action against Tenant, whether Landlord is a party\nthereto or not, that Tenant has so violated any such Law shall be conclusive of\nsuch violation as between Landlord and Tenant.\n\n        6. ALTERATIONS.\n\n               (a) LANDLORD CONSENT. After completion of the Warm Shell\nImprovements and the Tenant Improvements (which shall be governed by the Work\nLetter), Tenant shall not make or suffer to be made any additional alterations,\nadditions or improvements (herein referred to individually as an \"Alteration,\"\nand collectively as the \"Alterations\") in, on or to the Premises or any part\nthereof without the prior written consent of Landlord. Tenant's request for\napproval of any such proposed Alterations shall be accompanied by a full set of\ncomplete plans and specifications for such proposed Alterations for Landlord's\nreview. If Landlord fails to approve or disapprove any proposed Alterations\nwithin ten (10) business days after receipt of Tenant's written request for\napproval, Tenant shall deliver to Landlord a second request for Landlord's\nconsent to such Alterations, and failure of Landlord to give its disapproval\nwithin five (5) business days after receipt of Tenant's second written request\nfor approval shall constitute approval by Landlord of such Alterations so long\nas Tenant's request includes the following statement in capitalized and\nboldfaced letters: BY FAILING TO RESPOND TO THIS REQUEST, YOU WILL BE DEEMED TO\nHAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN. Alterations in, on or to the\nPremises, except for Tenant's trade fixtures and movable furniture and\nequipment, shall be the property of Tenant during the Term and shall become\nLandlord's property at the end of the Term without compensation to Tenant.\nLandlord shall exercise good faith business judgment in reviewing any request by\nTenant for Landlord's consent to Alterations, and shall not unreasonably\nwithhold or delay its consent to Alterations that (i) do not materially affect\nthe structure of the Building or its electrical, plumbing, HVAC, security or\nother systems, (ii) are not visible from the exterior of the Premises and do not\notherwise affect the exterior appearance of the Building, (iii) are consistent\nwith Tenant's Permitted Use hereunder; (iv) do not require any application to a\npolitical jurisdiction for rezoning, general plan amendment, variance,\nconditional use permit or architectural review approval, (v) will not interfere\nwith the use and occupancy of any other portion of the Project by Landlord or by\nany other tenants or occupants or their invitees, or by any other party with the\nright to use any portion of the Project, (vi) comply with any ground lease, the\nParking REA, the Initial CC&Rs, any other CC&Rs, any other Encumbrances, and any\nMortgages, and (vii) do not adversely affect the value or marketability of\nLandlord's reversionary interest upon termination or expiration of this Lease.\n\n               (b) PERMITTED ALTERATIONS. Notwithstanding Paragraph 6(a), Tenant\nmay make Alterations to the Premises without Landlord's prior consent so long as\n(x) such Alterations comply with items (i) through (vii) in Paragraph 6(a), and\n(y) the cost of each such Alteration (or group of Alterations, if occurring\nsubstantially at the same time and as part of a single project) does not exceed\nOne Hundred Thousand Dollars ($100,000) (any such Alterations being defined\nherein as \"Permitted Alterations\"). Tenant shall be required to notify Landlord\nin writing\n\n                                       14\n   20\n\nbefore making any Permitted Alterations and within thirty (30) days after\ncompletion of such Permitted Alterations, and at Landlord's request shall\nprovide Landlord with accurate as-built drawings of any Permitted Alterations.\n\n               (c) CONSTRUCTION OF ALTERATIONS. Any Alterations consented to by\nLandlord pursuant to Paragraph 6(a), and any Permitted Alterations, shall be\nmade by Tenant, at Tenant's sole cost and expense, in accordance with plans and\nspecifications reasonably approved by Landlord, and any contractor or person\nselected by Tenant to make the same must first be reasonably approved in writing\nby Landlord. With respect to any Alterations that affect the structure of the\nBuilding, the Building Systems, or any portion of the Project outside the\nPremises, at Landlord's option the Alterations shall be made by Landlord, or by\na contractor specified by Landlord, for Tenant's account and Tenant shall\nreimburse Landlord for actual third-party costs incurred by Landlord in\nconnection therewith as an Additional Charge, within twenty (20) days after\nreceipt of a statement from Landlord therefor.\n\n               (d) LANDLORD REVIEW. Tenant shall reimburse Landlord upon demand\nfor any reasonable out-of-pocket expenses incurred by Landlord in the review of\nany Alterations made by Tenant, including fees charged by Landlord's contractors\nor consultants to review plans and specifications, and such obligation shall be\nan Additional Charge. Landlord's consent to any Alterations shall not obligate\nLandlord to repair, maintain, insure or otherwise assume any responsibility or\nliability with respect to any such Alteration. In addition, notwithstanding\nLandlord's review, Tenant and not Landlord shall be responsible for compliance\nof the Alterations, and plans and specifications therefor, with all applicable\nLaws, and Landlord shall not be responsible for any omissions or errors therein.\n\n               (e) REMOVAL OF ALTERATIONS. Upon the expiration or sooner\ntermination of the Term, Tenant shall upon demand by Landlord do either of the\nfollowing, at Landlord's sole election: (i) at Tenant's sole cost and expense,\nforthwith and with all due diligence remove any Alterations made by or for the\naccount of Tenant, designated by Landlord to be removed (provided, however, that\nupon the written request of Tenant prior to installation of such Alterations,\nLandlord shall advise Tenant at that time whether or not such specific\nAlterations must be removed upon the expiration or sooner termination of this\nLease, and to the extent Landlord has so agreed to allow any specific\nAlterations to remain in the Premises, Tenant shall not be obligated to remove\nsuch Alterations or to pay Landlord the cost of removal of such Alterations\npursuant to this Paragraph 6(e)), and restore the Premises to substantially its\noriginal condition as of the Commencement Date (but including Tenant\nModifications, Warm Shell Improvements and\/or Tenant Improvements that are not\nremoved pursuant to Paragraph 24), subject to normal wear and tear and the\nrights and obligations of Tenant concerning casualty damage pursuant to\nParagraph 20, or (ii) pay Landlord the reasonable estimated cost thereof.\n\n               (f) FIXTURES. All wiring, conduit and fiberoptic cabling and\nsimilar infrastructure related to telephone, telecommunications, or similar\ncommunications systems, and all other wiring, circuit breakers, transformers,\ncabling, plumbing, heating and sprinkling systems, fixtures and outlets, vaults,\npaneling, molding, shelving, radiator enclosures, flooring, HVAC equipment and\nHVAC ducts, shall be deemed to be real estate fixtures and at all times after\ninstallation be and remain Landlord's property, whether or not attached to or\nbuilt into the Premises. Any trade fixtures, furniture and trade equipment\ninstalled by the Tenant which may be removed from the Premises without injury\nthereto (including, without limitation, demountable partitions, refrigerators\nand other kitchen appliances, computer racking and similar demountable fixtures)\n(collectively, \"Trade Fixtures\") shall remain the property of the Tenant and\nshall be removed by the Tenant, at the Tenant's sole cost and expense, from the\nPremises upon the expiration or earlier termination of this Lease.\n\n        7. REPAIR AND MAINTENANCE.\n\n               (a) LANDLORD'S OBLIGATIONS. Landlord shall maintain, repair and\nreplace, to the extent necessary to maintain the Building and Project in good\noperating order and first-class condition, the following:\n\n                      (i) Landlord shall maintain, repair and replace, at its\n        sole cost and expense, except as provided in Paragraph 7(c), the\n        exterior, roof structure (but not the roof membrane) and structural\n        portions of the Building (including load bearing walls and foundations).\n\n                                       15\n   21\n\n                      (ii) Landlord shall maintain, repair and replace the\n        parking areas, courtyards, sidewalks, entryways, lawns, fountains,\n        landscaping and other similar facilities located in the Project Common\n        Area, including, without limitation, such maintenance, repair and\n        replacement with respect to the Project Common Area as may be expressly\n        required by the terms and conditions of the DDA, the Parking REA and\/or\n        the CC&Rs.\n\nAll costs incurred by Landlord in connection with the foregoing obligations\nshall be payable by Tenant as Additional Charges in accordance with Paragraph\n3(c) to the extent they are properly included in Expenses thereunder. Landlord\nshall use commercially reasonable efforts to minimize any material interference\nwith Tenant's business conducted at the Premises resulting from the performance\nof Landlord's obligations under this Paragraph 7(a). Landlord's obligations\nunder this Paragraph 7(a) with respect to any particular repair, replacement or\nmaintenance requirement, shall not commence until Tenant notifies Landlord in\nwriting of any circumstances which Tenant believes may trigger Landlord's\nobligations. If Landlord fails after thirty (30) days' written notice by Tenant\n(or such lesser period as may be reasonable if such failure materially\ninterferes with Tenant's use or occupancy of the Premises or threatens material\ndamage to Tenant's property or material harm to Tenant's employees, even if such\nshorter period of time is less than the cure period provided in Paragraph 19(c)\nbefore such failure would be a \"default\" by Landlord under this Lease) to\nproceed with due diligence to make repairs required to be made by Landlord under\nthis Paragraph 7(a), the same may be made by Tenant at the expense of Landlord,\nso long as Tenant first provides Landlord with an additional notice and an\nadditional five (5) business days (or, in the event of an emergency that\nthreatens material damage to Tenant's property or material harm to Tenant's\nemployees, one (1) business day) to either (i) dispute Landlord's obligation and\nsubmit such dispute to arbitration pursuant to Paragraph 44, (ii) commence cure,\nor (iii) by written notice to Tenant within such five (5) business day period\nafter receipt of such notice, designate the contractor Tenant shall use in\nconnection with any such repair by Tenant in which event Tenant shall only make\nsuch repairs using such designated contractor. If Landlord fails to dispute such\nobligation, commence cure or to so designate a contractor, Tenant may proceed\nwith an experienced, duly licensed and adequately insured contractor selected by\nTenant. Any expenses incurred by Tenant in connection with the preceding\nsentence shall be reimbursed (with interest at the rate of 8.5% from the date on\nwhich Tenant incurs such costs) within thirty (30) days after submission of a\nbill or statement therefor to Landlord. Tenant shall have no right to offset any\nsuch amounts against Rent hereunder. If Landlord disputes Tenant's right to cure\nLandlord's default or the reasonableness of the costs incurred by Tenant,\nLandlord shall submit such dispute to binding arbitration pursuant to Paragraph\n44 below within thirty (30) business days after Tenant's demand. If Landlord\nfails to either reimburse Tenant or dispute Tenant's demand pursuant to the\nprevious sentence within thirty (30) business days after Tenant's demand, Tenant\nmay submit such dispute to binding arbitration pursuant to Paragraph 44.\n\n               (b) TENANT'S OBLIGATIONS. Tenant shall maintain, repair and\nreplace, to the extent necessary to maintain the Building in good operating\norder and first-class condition, at its sole cost and expense, all portions of\nthe Premises which are not Landlord's obligations under Paragraph 7(a),\nincluding, without limitation, (i) the roof membrane; (ii) the building systems\nserving the Premises for electrical, mechanical, HVAC and plumbing and all\ncontrols appurtenant thereto, and any elevators in the Building (collectively,\nincluding elevators, \"Building Systems\"); and (iii) the interior portion of the\nBuilding (other than the Excluded Space), the Warm Shell Improvements, the\nTenant Improvements, the Alterations, and any additional tenant improvements,\nalterations or additions installed by or on behalf of Tenant within the\nPremises. If Tenant exercises its right to extend the Term for the Extension\nTerm, at Tenant's election Tenant may, by written notice to Landlord delivered\nat any time at least thirty (30) days prior to expiration of the Initial Term,\ncause Landlord to assume Tenant's maintenance obligations with respect to the\nBuilding Systems under clause (ii) above, which assumption by Landlord shall be\neffective during the Extension Term. If Landlord assumes such obligations, all\ncosts incurred by Landlord in connection therewith shall be deemed Additional\nCharges payable by Tenant in accordance with Paragraph 3(c). Tenant shall be\nresponsible for the expense of installation, operation, and maintenance of its\ntelephone and other communications cabling from the public right-of-way to the\npoint of entry into the Building (except that Landlord shall install two\nunderground telephone conduits from the public right-of-way to the Project\nGarage as part of the Base Building, as provided in the Work Letter) and\nthroughout the Premises; although Landlord shall have the right, at Landlord's\nsole election, to perform such work on behalf of Tenant in Common Areas,\nprovided Landlord performs such work in coordination with Tenant and its\ncontractors in such a manner as will accommodate Tenant's reasonable objectives\nwith respect thereto. The Premises shall at all times be maintained by Tenant in\nthe condition of a first-class office\n\n                                       16\n   22\n\nbuilding. Tenant's obligations under this Paragraph 7 include, without\nlimitation, the replacement, at Tenant's sole cost and expense, of any portions\nof the Premises or Building Systems which are not Landlord's express\nresponsibility under Paragraph 7(a), if it would be commercially prudent to\nreplace, rather than repair, such portions of the Premises, regardless of\nwhether such replacement would be considered a capital expenditure; provided,\nhowever, that if Landlord has assumed Tenant's maintenance obligations for\nBuilding Systems pursuant to this Paragraph 7(b), (x) any replacement of any\nportion of the Building Systems which would be considered a capital expenditure\nand which is made at least one (1) year after Landlord assumes such obligations\nshall be amortized in accordance with Paragraph 3(c)(i)(E)(v) ; and (y) with\nrespect to replacement of any components of the Building's HVAC system during\nsuch one year period after Landlord assumes such obligations, so long as (I)\nTenant has complied with the provisions of Paragraph 7(d) below throughout the\nTerm, and (II) Landlord is able to obtain a maintenance service contract during\nsuch one year period, on customary terms and conditions and from a contractor\nreasonably acceptable to Landlord, Tenant shall pay both the amortized portion\nof such replacement (pursuant to Paragraph 3(c)(i)(E)(v)) attributable to the\nremaining Term (including the Extension Term, if Tenant exercises its option to\nextend) plus an additional three years' amortization payable within twenty (20)\ndays after receipt of invoice from Landlord (to give Landlord the benefit of the\nexpected fifteen year useful life of the original HVAC System). Tenant hereby\nwaives and releases its right to make repairs at Landlord's expense under\nSections 1941 and 1942 of the California Civil Code or under any similar law,\nstatute or ordinance now or hereafter in effect. In addition, Tenant hereby\nwaives and releases its right to terminate this Lease under Section 1932(1) of\nthe California Civil Code or under any similar law, statute or ordinance now or\nhereafter in effect.\n\n               (c) ADDITIONAL OBLIGATIONS OF TENANT. The purpose of Paragraph\n7(a) and 7(b) is to define the obligations of Landlord and Tenant to perform\nvarious repair and maintenance functions; the allocation of the costs therefor\nare covered under this Paragraph 7(c) and Paragraph 3. Tenant shall bear the\nfull cost of repairs or maintenance, interior or exterior, structural or\notherwise, to preserve the Premises and the Building in good working order and\nfirst-class condition, arising out of (i) the existence, installation, use or\noperation of any Tenant Improvements, Alterations, or any of Tenant's Trade\nFixtures or personal property; (ii) the moving of Tenant's property or fixtures\nin or out of the Building or Project or in and about the Premises; (iii) the\nparticular use or particular occupancy or manner of use or occupancy of the\nPremises by any Tenant Party; or (iv) except to the extent any claims arising\nfrom any of the foregoing are reimbursed by insurance carried by Landlord, are\ncovered by the waiver of subrogation in Paragraph 11 or are otherwise provided\nfor in Paragraph 20, the acts, omissions or negligence of any Tenant Parties.\n\n               (d) MAINTENANCE SERVICE CONTRACTS. In connection with Tenant's\nmaintenance and repair obligations contained in this Paragraph 7, Tenant shall,\nat its own cost and expense, enter into regularly scheduled preventive\nmaintenance service contracts with maintenance contractors approved by Landlord,\nin its reasonable discretion, for servicing the HVAC system serving the Premises\nand the elevators within the Building, and shall provide copies of such\ncontracts and periodic maintenance reports to Landlord. At Landlord's option at\nany time in which Tenant is in Default hereunder, maintenance service contracts\nshall be prepaid on an annual basis. Each maintenance service contract shall\nspecifically name Landlord as a third party beneficiary, with the right to\nreceive copies of all notices delivered under such contract and the ability to\nexercise Tenant's rights thereunder, at Landlord's election, in connection with\nany cure of Tenant's default by Landlord, or any assumption by Landlord of\nTenant's maintenance obligations with respect to Building Systems, pursuant to\nParagraph 7(b), 7(e) or 9(d)(v).\n\n               (e) CURE RIGHTS. Tenant shall be in Default hereunder if Tenant\nfails, within a period of thirty (30) days from the date of written notice from\nLandlord, to cure any failure to fulfill any of its obligations under this\nParagraph 7; provided, however, that if such failure is curable but cannot be\ncured within such thirty (30) day period, Tenant shall have such additional time\nas may be reasonably required to cure (not to exceed sixty (60) additional days)\nbefore such failure becomes a Default hereunder, so long as Tenant commences\nsuch cure within such (30) day period and diligently prosecutes such cure to\ncompletion. In addition, Landlord may elect, by delivery of written notice to\nTenant, to assume Tenant's maintenance obligations with respect to the Building\nSystems under Paragraph 7(b)(ii) if Tenant Defaults with respect to any of its\nobligations under this Paragraph 7, or if Tenant has failed to perform any of\nits obligations under this Paragraph 7 more than once in any twelve month period\n(without benefit of cure periods) upon the second such failure. If Landlord\nassumes such obligations, all costs incurred by Landlord in connection therewith\nshall be included in Expenses payable by Tenant as Additional Charges in\n\n                                       17\n   23\n\naccordance with Paragraph 4(c). In addition to Landlord's rights set forth in\nthis Paragraph 7(e), Landlord shall have the rights set forth in Paragraph 23\nwith respect to any failure of Tenant to perform its obligations under Paragraph\n7(b), (c) or (d). The remedies described in this paragraph are cumulative and in\naddition to any other remedies Landlord may have at law or under this Lease.\n\n               (f) NO ABATEMENT. Except to the extent any claims arising from\nany of the foregoing are reimbursed by rental abatement insurance proceeds\nactually received by Landlord and\/or any Mortgagee, are covered by the waiver of\nsubrogation in Paragraph 11 or are otherwise provided for in Paragraph 20, there\nshall be no abatement of Rent with respect to, and except for Landlord's active\nnegligence or willful misconduct Landlord shall not be liable for, any injury to\nor interference with Tenant's business arising from, any repairs, maintenance,\nalteration or improvement in or to any portion of the Project, including the\nPremises, or in or to the fixtures, appurtenances and equipment therein.\n\n        8. LIENS. Tenant shall keep the Premises and Project free from any liens\narising out of any work performed, material furnished or obligations incurred by\nTenant. In the event that Tenant shall not, within ten (10) days following the\nimposition of any such lien, cause the same to be released of record by payment\nor posting of a proper bond, Landlord shall have, in addition to all other\nremedies provided herein and by law, the right, but not the obligation, to cause\nthe same to be released by such means as it shall deem proper, including without\nlimitation by the payment of the claim giving rise to such lien or by the\nposting of a bond. All such sums paid by Landlord and all expenses incurred by\nLandlord in connection therewith shall be considered Additional Charges and\nshall be payable to Landlord by Tenant on demand with interest from the date\nincurred by Landlord at the Default Rate. Landlord shall have the right at all\ntimes to post and keep posted on the Premises any notices permitted or required\nby law, or which Landlord shall deem proper, for the protection of Landlord, the\nPremises, the Project and any other party having an interest therein, from\nmechanics' and materialmen's liens, and Tenant shall give written notice to\nLandlord at least fifteen (15) business days' prior to commencement of any\nconstruction on the Premises.\n\n        9. ASSIGNMENT AND SUBLETTING.\n\n               (a) LANDLORD'S CONSENT REQUIRED. Except as otherwise provided in\nthis Paragraph 9, Tenant shall not directly or indirectly, voluntarily or by\noperation of law, sell, assign, encumber, pledge or otherwise transfer or\nhypothecate all or any part of the Premises or Tenant's leasehold estate\nhereunder (collectively, \"Assignment\"), or permit the Premises to be occupied by\nanyone other than Tenant or sublet the Premises or any portion thereof (the\nforegoing, including without limitation any license or use agreement, any\nsub-sublease or subsequent subletting by any subtenant, sub-subtenant or other\noccupant of any portion of the Premises, and similar occupancy rights,\ncollectively, \"Sublease\"), without Landlord's prior written consent in each\ninstance, which consent shall not be unreasonably withheld. Without otherwise\nlimiting the criteria upon which Landlord may withhold its consent to any\nproposed Sublease or Assignment, if Landlord withholds its consent where either\n(i) the creditworthiness of the proposed Sublessee or Assignee is not acceptable\nto Landlord, in Landlord's reasonable discretion, or to any Mortgagee, or (ii)\nthe proposed Sublessee's or Assignee's use of the Premises is not in compliance\nwith the Permitted Use as described in the Basic Lease Information, such\nwithholding of consent shall be presumptively reasonable. If Landlord consents\nto the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease\nor Assignment upon the terms and conditions set forth in this Paragraph 9.\n\n               (b) REQUEST FOR CONSENT. If Tenant desires at any time to enter\ninto an Assignment of this Lease or a Sublease of the Premises or any portion\nthereof for which Landlord's consent is required, it shall first give written\nnotice to Landlord of its desire to do so, which notice shall contain (i) the\nname of the proposed assignee, subtenant or occupant; (ii) the name of the\nproposed assignee's, subtenant's, or occupant's business to be carried on in the\nPremises; (iii) the terms and provisions of the proposed Assignment or Sublease;\nand (iv) such financial information as Landlord may reasonably request\nconcerning the proposed assignee, subtenant or occupant. In any Sublease\nundertaken by Tenant that is not subject to Landlord's termination right\npursuant to Paragraph 9(c) (including, without limitation, any Sublease entered\ninto after delivery of an Availability Notice), Tenant shall diligently seek to\nobtain not less than fair market rent for the space so sublet (taking into\naccount the affect, if any, that the lack of a recognition and\/or\nnon-disturbance agreement from Landlord [as provided in Paragraph 9(i)] would\nhave on the fair market rent for such Sublease), and Landlord may consider such\nmarket factors in its\n\n                                       18\n   24\n\ndetermination of whether to consent to such proposed Sublease. Any improvements,\nadditions, or alterations to the Building or the Project that are required by\napplicable Laws or are deemed necessary or appropriate by Landlord, in\nLandlord's reasonable judgment, as a result of any such Sublease or Assignment,\nshall be installed and provided by Tenant (or, at Landlord's sole option, by\nLandlord but at Tenant's expense), without cost or expense to Landlord, and\nwithout effect on the Bonus Rent received by Landlord except to the extent\nprovided in Paragraph 9(f)(2), and Landlord may condition its consent to any\nproposed Sublease or Assignment on the construction of improvements required by\napplicable Laws or deemed necessary or appropriate by Landlord in its reasonable\ndiscretion, by reason of the Sublease or Assignment.\n\n               (c) LANDLORD'S RESPONSE. At any time within fifteen (15) days\nafter Landlord's receipt of the notice specified in Paragraph 9(b), Landlord may\nby written notice to Tenant elect to (i) consent to the Sublease or Assignment;\nor (ii) disapprove the Sublease or Assignment. In addition, Landlord may elect\nto terminate this Lease as to the portion of the Premises that is specified in\nsuch notice, with a proportionate abatement in Monthly Base Rent and Additional\nCharges for Expenses and Taxes, if such notice is with respect to (x) any\nproposed Assignment, except in conjunction with a Permitted Transfer, or (y) any\nproposed Sublease and either (I) the term of the Sublease commences on or after\nthe sixth (6th) anniversary of the Commencement Date, and after giving effect to\nsuch Sublease the original Tenant will occupy less than fifty percent (50%) of\nthe Rentable Area of the Premises, or (II) such Sublease has a term (including\nany renewal or extension options) that either is coterminous with the Initial\nTerm (or Extension Term if the Exercise Notice has been delivered prior to the\ncommencement of such Sublease) or expires within the last eighteen (18) months\nof the Initial Term (or Extension Term if the Exercise Notice has been delivered\nprior to the commencement of such Sublease). Failure by Landlord to either\nconsent to or disapprove a proposed Assignment or Sublease within the fifteen\n(15) day time period specified above shall be deemed to be Landlord's\ndisapproval thereof.\n\n               (d) RECAPTURE. If Landlord elects to terminate the Lease as to a\nportion of the Premises pursuant to Paragraph 9(c), the following terms and\nconditions shall apply:\n\n                      (i) Tenant shall at all times provide reasonable and\n        appropriate access to such portion of the Premises and use of any common\n        facilities within the Building (including, at Landlord's election and as\n        reasonable under the circumstances, by the designation of \"building\n        common areas\" as appropriate for the use of and access to the recaptured\n        space, including provision of any utilities and services for such\n        recaptured space).\n\n                      (ii) Tenant's Share shall be modified based on the\n        remaining Rentable Area of the Premises divided by the total rentable\n        area in the Building, as determined by Landlord in its reasonable\n        discretion.\n\n                      (iii) Tenant's Minimum Parking shall be reduced by\n        multiplying the number of parking spaces included in Tenant's Minimum\n        Parking by a fraction, the numerator of which shall be the remaining\n        Rentable Area of the Premises and the denominator of which shall be the\n        Rentable Area of the entire Premises as of the Delivery Date (determined\n        as provided in the Basic Lease Information),\n\n                      (iv) If after giving effect to such termination Tenant\n        continues to lease seventy-five percent (75%) or less of the Building,\n        Tenant's rights with respect to any monument or other Project signage\n        and the roof space (for Satellite Antennae) shall be reduced in the same\n        proportion as the Minimum Parking.\n\n        (v) At any time after Landlord elects to recapture any portion of the\n        Premises, Landlord may elect, by delivery of written notice to Tenant,\n        to assume Tenant's maintenance obligations for the Building Systems\n        under Paragraph 7(b)(ii). In addition, at any time after Landlord has\n        elected to recapture, in the aggregate, more than fifty percent (50%) of\n        the Premises, Tenant may elect, by delivery of written notice to\n        Landlord, to cause Landlord to assume Tenant's maintenance obligations\n        for the Building Systems under Paragraph 7(b)(ii). If Landlord assumes\n        Tenant's maintenance obligations for the Building\n\n                                       19\n   25\n\n        Systems pursuant to this clause (v), all costs incurred by Landlord in\n        connection therewith shall be deemed Additional Charges payable by\n        Tenant in accordance with Paragraph 3(c). If Landlord does not elect to\n        assume Tenant's maintenance obligations for the Building Systems, and\n        Tenant does not elect to cause Landlord to assume Tenant's maintenance\n        obligations for the Building Systems, during any period of time after\n        Landlord has recaptured any portion of the Premises, Landlord shall pay\n        to Tenant \"Landlord's Share\" (as defined below) of any costs incurred by\n        Tenant with respect to Tenant's maintenance obligations for Building\n        Systems under Paragraph 7(b)(ii) as such costs are incurred by Tenant,\n        within thirty (30) days after receipt of an invoice and such back-up\n        documentation of such costs as Landlord may reasonably request.\n        \"Landlord's Share\" shall mean the rentable area of the portion of the\n        Premises recaptured by Landlord at any given time, divided by the total\n        Rentable Area of the Premises as it exists on the Commencement Date.\n\nPromptly after request from Landlord, Tenant shall enter into any amendment to\nthis Lease or other documentation reasonably requested by Landlord in connection\nwith any such termination of this Lease as to a portion of the Premises (which\nmay include, without limitation, provisions regarding the modifications set\nforth in this Paragraph 9(d)).\n\n               (e) AVAILABILITY NOTICE. At Tenant's option, Tenant may notify\nLandlord in writing if Tenant wishes to Assign or Sublease any portion of the\nPremises, prior to commencing negotiations for an Assignment or Sublease with\nanother party, if such Assignment or Sublease would be subject to Landlord's\ntermination right provided in Paragraph 9(c) (such notice being the\n\"Availability Notice\"), and Landlord shall have the option, by written notice to\nTenant within fifteen (15) days after receiving any Availability Notice, to\nterminate this Lease with respect to the portion of the Premises specified in\nthe Availability Notice in accordance with Paragraph 9(c) and (d). If Landlord\ndeclines or fails timely to elect to terminate this Lease with respect to such\nportion of the Premises, Tenant shall have the right, within one hundred twenty\n(120) days after the expiration of such fifteen (15) day period, to enter into\nan Assignment or Sublease with respect to the portion of the Premises designated\nin the Availability Notice, subject to Landlord's consent and the other\nprovisions of this Paragraph 9 (including, without limitation, the provisions\nwith respect to payment of Landlord's Share of Bonus Rent pursuant to Paragraph\n9(f)), except that Landlord shall not have the further right to terminate with\nrespect to such Assignment or Sublease. If Tenant fails to enter into an\nAssignment or Sublease within such one hundred twenty (120) day period, or upon\nexpiration of any Sublease entered into within such one hundred twenty (120) day\nperiod, Landlord's rights under this Paragraph 9 to terminate the Lease with\nrespect to the portion of the Premises upon any future proposed Sublease or\nAssignment shall revive.\n\n               (f) BONUS RENT. If Landlord consents to the Sublease or\nAssignment within fifteen (15) days after receipt of Tenant's notice pursuant to\nParagraph 9(b), Tenant may thereafter within one hundred twenty (120) days after\nLandlord's consent, but not later than the expiration of said one hundred twenty\n(120) days, enter into such Assignment or Sublease of the Premises or portion\nthereof upon the terms and conditions set forth in the notice furnished by\nTenant to Landlord pursuant to Paragraph 9(b). However, Tenant shall pay to\nLandlord seventy percent (70%) of the \"Bonus Rent\" (as defined below)\nattributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to\nLandlord as and when it is received by Tenant, regardless of the time period to\nwhich it is attributable. \"Bonus Rent\" shall mean any rent or other\nconsideration realized by Tenant under any and all Subleases and\/or Assignments\nthat is in excess of the Monthly Base Rent and Additional Charges payable\nhereunder (or the amount thereof proportionate to the portion of the Premises\nsubject to such Sublease(s) and\/or Assignment(s)), including, without\nlimitation, any sums paid for the sale or rental of the Warm Shell Improvements\nand\/or the Tenant Improvements, after first deducting from such excess the\nfollowing:\n\n                      (i) the unamortized costs of the lesser of (A) the portion\n        of the Warm Shell Improvements and\/or Tenant Improvements that are\n        installed in the portion of the Premises subject to such Sublease(s) or\n        Assignment(s), and (B) the total cost of Tenant Improvements and Warm\n        Shell Improvements made to the entire Premises by Tenant multiplied by a\n        fraction, the numerator of which is the rentable square feet included in\n        the portion of the Premises subject to Sublease(s) and\/or Assignment(s),\n        and the denominator of which is the rentable square feet included in the\n        Rentable Area of the entire Premises as of the Commencement Date, which\n        costs in either case shall be amortized on a straight line\n\n\n                                       20\n   26\n\n        basis (without interest) over the period of time prescribed by the\n        Internal Revenue Service in equal monthly installments; and\n\n                      (ii) costs reasonably incurred for tenant improvements\n        and\/or alterations installed by Tenant (commensurate with a standard\n        office build-out, and including without limitation any improvements,\n        additions or alterations required by Laws or by Landlord as provided in\n        Paragraph 9(b)) to obtain the Sublease(s) and\/or Assignment(s), which\n        costs shall not exceed ten dollars per rentable square foot (adjusted by\n        the CPI Increase) of the portion of the Premises being sublet or\n        assigned, and which costs shall be amortized on a straight line basis\n        (without interest) over the term of the applicable Sublease or\n        Assignment in equal monthly installments; and\n\n                      (iii) any costs payable by Tenant to Landlord pursuant to\n        express provisions of this Lease in connection with Landlord's review of\n        Tenant's request for consent to such Sublease(s) or Assignment(s), any\n        reasonable legal fees and costs (up to a maximum of $10,000, adjusted by\n        the CPI Increase), and any customary brokers' commissions that Tenant\n        has incurred in connection with such Sublease or Assignment, all\n        amortized on a straight line basis (without interest) over the term of\n        the Sublease or Assignment in equal monthly installments.\n\n               (g) NO RELEASE OR DEEMED APPROVAL. No consent by Landlord to any\nAssignment or Sublease by Tenant shall relieve Tenant of any obligation to be\nperformed by Tenant under this Lease, whether arising before or after the\nAssignment or Sublease. The consent by Landlord to any Assignment or Sublease\nshall not relieve Tenant from the obligation to obtain Landlord's express\nwritten consent to any other Assignment or Sublease. Any Assignment or Sublease\nthat is not in compliance with this Paragraph 9 shall be void and, at the option\nof Landlord, shall constitute a material Default by Tenant under this Lease. The\nacceptance of Monthly Base Rent or Additional Charges by Landlord from a\nproposed assignee or sublessee shall not constitute the consent to such\nAssignment or Sublease by Landlord.\n\n               (h) REORGANIZATION; PERMITTED TRANSFERS. The following shall be\ndeemed a voluntary assignment of Tenant's interest in this Lease: (i) any\ndissolution, merger, consolidation, or other reorganization of Tenant; and (ii)\nif the capital stock of Tenant is not publicly traded, the sale or transfer to\none person or entity stock possessing more than fifty percent (50%) of the total\ncombined voting power of all classes of Tenant's stock issued, outstanding and\nentitled to vote for the election of directors. Notwithstanding anything to the\ncontrary contained in this Paragraph 9, Tenant may enter into any of the\nfollowing transfers (a \"Permitted Transfer\") without Landlord's prior written\nconsent: (1) Tenant may assign its interest in the Lease to a corporation,\npartnership, professional corporation, limited liability company, or limited\nliability partnership (\"Transfer Entity\") which results from a stock sale,\nmerger, consolidation or other reorganization, so long as the surviving Transfer\nEntity has a net worth immediately following such transaction that is equal to\nor greater than the net worth of Tenant as of the date immediately prior to such\ntransaction; and (2) Tenant may assign this Lease to a Transfer Entity which\npurchases or otherwise acquires all or substantially all of the assets of\nTenant, so long as such acquiring Transfer Entity has a net worth immediately\nfollowing such transaction that is equal to or greater than the net worth of\nTenant as of the date immediately prior to such transaction.\n\n               (i) ASSUMPTION BY ASSIGNEE. Each assignee pursuant to an\nAssignment as provided in this Paragraph 9 shall assume all obligations of\nTenant under this Lease that arise or accrue from and after the effective date\nof such Assignment, and shall be and remain liable jointly and severally with\nTenant for the payment of Monthly Base Rent and Additional Charges, and for the\nperformance of all the terms, covenants, conditions and agreements herein\ncontained on Tenant's part to be performed for the Term. No Assignment shall be\nbinding on Landlord unless the assignee or Tenant shall deliver to Landlord a\ncounterpart of the Assignment and an instrument in recordable form that contains\na covenant of assumption by the assignee satisfactory in substance and form to\nLandlord, consistent with the requirements of this Paragraph 9(i), but the\nfailure or refusal of the assignee to execute such instrument of assumption\nshall not release or discharge the assignee from its liability as set forth\nabove. Notwithstanding anything to the contrary in this Lease, no Sublease shall\nbe binding on Landlord unless and until Landlord shall agree in writing\nfollowing termination of this Lease to recognize such sublessee and such\nsublessee agrees in writing to attorn to Landlord on the terms and conditions of\nthe sublease (including the obligations under\n\n                                       21\n   27\n\nthis Lease to the extent that they relate to the portion of the Premises\nsubleased), and any Sublease entered into by Tenant hereunder shall include an\nobligation by the sublessee to so attorn to Landlord if Landlord, in Landlord's\nsole discretion, elects to recognize such Sublease upon any termination of this\nLease and agrees to not disturb subtenant's rights or possession under the\nSublease being recognized.\n\n               (j) AFFILIATE TRANSFERS. Tenant shall have the right, without\nLandlord's consent and without triggering Landlord's rights under Paragraph\n9(c), (d) and (f), but with written notice to Landlord at least ten (10) days\nprior thereto, to enter into an Assignment of Tenant's interest in the Lease or\na Sublease of all or any portion of the Premises to an Affiliate (as defined\nbelow) of Tenant, provided that (i) in connection with an Assignment that is not\na Sublease, the Affiliate delivers to Landlord concurrent with such Assignment a\nwritten notice of the Assignment and an assumption agreement whereby the\nAffiliate assumes and agrees to perform, observe and abide by the terms,\nconditions, obligations, and provisions of this Lease arising from and after the\neffective date of the assignment; and (ii) the assignee or sublessee remains an\nAffiliate throughout the term of this Lease (and, in connection with an\nAssignment that is not a Sublease, the assumption agreement shall contain\nprovisions consistent with the provisions of this subparagraph allowing Landlord\nto terminate this Lease at such time as the entity is no longer an Affiliate of\nthe original Tenant). If this Lease is assigned or sublet to an Affiliate and\nthereafter any circumstance occurs which causes such assignee or sublessee to no\nlonger be an Affiliate of the assigning or subleasing Tenant, Tenant shall give\nwritten notice thereof to Landlord, which notice, to become effective, shall\nrefer to Landlord's right to terminate this Lease pursuant to this subparagraph,\nin the event of an Assignment, or to cause Tenant to terminate the Sublease, in\nthe event of a Sublease (\"Affiliation Termination Notice\"). Following occurrence\nof the circumstance giving rise to the discontinuation of such assignee or\nsublessee being an Affiliate (\"Affiliate Termination\") of the assigning or\nsubleasing Tenant, Landlord shall be entitled to terminate this Lease in the\nevent of an Assignment, or to cause Tenant to terminate the Sublease in the\nevent of a Sublease, unless Landlord has given its prior written consent to such\ncircumstance, which consent shall not be unreasonably withheld by Landlord so\nlong as, in the event of an Assignment, such assignee (after giving effect to\nsuch circumstance) has financial strength (as demonstrated by audited financial\nstatements) equal to or greater than the assigning or subleasing Tenant\n(including its net worth) as of the date of execution of this Lease, or the\nassigning or subleasing Tenant executes a guaranty in usual form reasonably\nacceptable to Landlord (however, this does not imply that Tenant would be\nreleased without such guaranty). No Sublease or Assignment by Tenant made\npursuant to this Paragraph shall relieve Tenant of Tenant's obligations under\nthis Lease. As used in this paragraph, the term \"Affiliate\" shall mean and\ncollectively refer to a corporation or other entity which controls, is\ncontrolled by or is under common control with Tenant, by means of an ownership\nof either (aa) more than fifty percent (50%) of the outstanding voting shares of\nstock or partnership or other ownership interests, or (bb) stock, or partnership\nor other ownership interests, which provide the right to control the operations,\ntransactions and activities of the applicable entity.\n\n               (k) PERMITTED SPACE SHARING. Landlord acknowledges that Tenant's\nbusiness in the Premises may require that certain project-specific independent\ncontractors (\"Independent Contractors\") of Tenant are located on-site at the\nPremises, which may involve the use by such Independent Contractors and\/or their\nemployees of a portion of the Premises, without payment of rent, for temporary\noffices. Tenant shall have the right, without Landlord's consent and without\ntriggering Landlord's rights under Paragraphs 9(c),(d) or (f), to allow use of\nportions of the Premises by Independent Contractors and their employees, so long\nas (I) such Independent Contractors are not granted possessory rights to any\nportion of the Premises (whether as assignees, sublessees, licensees, or in any\nother capacity) and do not pay rent; (II) Tenant causes such Independent\nContractors, and Independent Contractors' use of the Premises to be conducted in\na manner in compliance with all of the terms and conditions of this Lease; (III)\nsuch Independent Contractors and their employees are \"Tenant's Agents\" for\npurposes of the indemnification, insurance and other provisions of this Lease;\n(IV) Independent Contracts shall not use more than ten percent (10%) of the\nRentable Area of the Premises collectively at any given time, (V) no Independent\nContractor shall be on-site in the Premises for more than six consecutive\nmonths, or for more than six months in any twelve month period; and (VI) neither\nLandlord nor Tenant shall install any demising walls or hard wall office\npartitions in connection with any use of the Premises by an Independent\nContractor.\n\n        10. INSURANCE AND INDEMNIFICATION.\n\n                                       22\n   28\n\n               (a) LANDLORD INDEMNITY. Except to the extent caused by the\nnegligence or willful misconduct of Tenant Parties or Tenant's breach of this\nLease, Landlord shall indemnify and hold Tenant harmless from and defend Tenant\nagainst any and all claims or liability for any injury or damage to any person\nor property including any reasonable attorney's fees (but excluding any\nconsequential damages or loss of business) occurring in, on, or about the\nProject to the extent such injury or damage is caused by the active negligence\nor willful misconduct of Landlord, its agents, servants, contractors or\nemployees (collectively, including Landlord, \"Landlord Parties\").\n\n               (b) TENANT RELEASE. Landlord shall not be liable to Tenant, and\nTenant hereby waives all claims against Landlord Parties, for any injury or\ndamage to any person or property in or about the Premises by or from any cause\nwhatsoever (other than the active negligence or willful misconduct of Landlord\nParties), and without limiting the generality of the foregoing, whether caused\nby water leakage of any character from the roof, walls, basement, or other\nportion of the Premises or the Building, or caused by gas, fire, oil,\nelectricity, or any cause whatsoever, in, on, or about the Premises, the Project\nor any part thereof (other than that caused by the active negligence or willful\nmisconduct of Landlord Parties). Tenant acknowledges that any casualty insurance\ncarried by Landlord will not cover loss of income to Tenant or damage to the\nAlterations in the Premises installed by Tenant or Tenant's Trade Fixtures or\npersonal property located within the Premises (except as provided in Paragraph\n10(f) below). Tenant shall be required to maintain the insurance described in\nParagraph 10(d) below during the Term and during the construction period for the\nWarm Shell Improvements and the Tenant Improvements.\n\n               (c) TENANT INDEMNITY. Except to the extent caused by the active\nnegligence or willful misconduct of Landlord Parties, Tenant shall indemnify and\nhold Landlord harmless from and defend Landlord against any and all claims or\nliability for any injury or damage to any person or property whatsoever: (i)\noccurring in or on the Premises; or (ii) occurring in, on, or about any other\nportion of the Project to the extent such injury or damage is caused by the\nnegligence or willful misconduct of the Tenant Parties. Tenant further agrees to\nindemnify and hold Landlord harmless from, and defend Landlord against, any and\nall claims, losses, or liabilities (including damage to Landlord's property)\narising from (x) any breach of this Lease by Tenant, (y) any matter referred to\nin Paragraph 10(g), and\/or (z) the conduct of any activities, work or business\nof Tenant Parties in or about the Project, including, but not limited to any\nrelease, discharge, storage or use of any Hazardous Substance. In the event of a\ndiscrepancy between the terms of this paragraph and the terms of Paragraph 39 of\nthe Lease concerning Hazardous Substance liability, the latter shall control.\n\n               (d) TENANT INSURANCE REQUIREMENTS. Tenant shall procure at its\ncost and expense and keep in effect during the Term (and during the construction\nperiod for the Warm Shell Improvements and\/or the Tenant Improvements) the\nfollowing insurance:\n\n                      (i) Commercial general liability insurance on an\n        occurrence form, including contractual liability, with a minimum\n        combined single limit of liability of Three Million Dollars ($3,000,000)\n        per occurrence. Such insurance shall name Landlord, any Mortgagee, any\n        ground lessor, and such other parties as Landlord may request as\n        additional insureds, shall specifically include the liability assumed\n        hereunder by Tenant, and shall provide that it is primary insurance, and\n        not excess over or contributory with any other valid, existing and\n        applicable insurance in force for or on behalf of Landlord, and shall\n        provide that Landlord shall receive thirty (30) days' written notice\n        from the insurer prior to any cancellation or change of coverage. The\n        limits of such insurance shall not limit the liability of Tenant\n        hereunder, and Tenant is responsible for ensuring that the amount of\n        liability insurance carried by Tenant is sufficient for Tenant's\n        purposes.\n\n                      (ii) Business interruption insurance, insuring Tenant for\n        a period of twelve (12) months against losses arising from the\n        interruption of Tenant's business, and for lost profits, and charges and\n        expenses which continue but would have been earned if the business had\n        gone on without interruption, insuring against such perils, in such form\n        and with such deductible amounts as are commercially reasonable;\n\n                                       23\n   29\n\n                      (iii) \"Special\" (also known as \"all risk\") property\n        insurance (including, without limitation, boiler and machinery (if\n        applicable); sprinkler damage, vandalism and malicious mischief) on all\n        of Tenant's Trade Fixtures and personal property. Such insurance shall\n        be in an amount equal to full replacement cost of the aggregate of the\n        foregoing and shall provide coverage comparable to the coverage in the\n        standard ISO All Risk form, when such form is supplemented with the\n        coverages required above.\n\n                      (iv) Worker's compensation insurance with limits as may be\n        required by law.\n\n                      (v) Such other insurance as may be required by Laws, or by\n        Landlord to the extent it is commercially reasonable for tenants to be\n        required to carry such other insurance under similar leases with respect\n        to similar property in similar locations.\n\nInsurance required under this Paragraph 10(d) shall be in companies licensed to\ndo business in California and rated \"A\" IX or better in \"Best's Insurance\nGuide.\" Tenant shall deliver copies of policies of such insurance and\ncertificates naming the additional insureds thereof to Landlord on or before the\ndate Tenant commences work on the Tenant Improvements, and thereafter at least\nthirty (30) days before the expiration dates of expiring policies; and, in the\nevent Tenant shall fail to procure such insurance, or to deliver such policies\nor certificates, Landlord may, at its option, procure same for the account of\nTenant, and the cost thereof shall be paid to Landlord as Additional Charges\nwithin five (5) days after delivery to Tenant of bills therefor.\n\n               (e) SURVIVAL. The provisions of this paragraph 10 shall survive\nthe expiration or termination of this Lease with respect to any claims or\nliability occurring prior to such expiration or termination.\n\n               (f) LANDLORD INSURANCE. Landlord shall maintain insurance on the\nProject, including the Base Building, the Warm Shell Improvements, the Tenant\nImprovements and any Alterations installed in the Premises by Tenant at its\nexpense to the extent Tenant provides Landlord with all information reasonably\nrequired by Landlord or its insurer in connection therewith (with the entire\ncost of any such insurance on Tenant Improvements and Alterations to be payable\ndirectly by Tenant to Landlord as an Additional Charge, including the\nincremental cost to add such insurance to Landlord's policies and any\ndeductibles payable with respect to such Tenant Improvements and Alterations),\nagainst fire and risks covered by \"special\" coverage (also known as \"all risk\")\n(excluding earthquake and flood, though Landlord, at its sole option, may\ninclude this coverage, and Tenant acknowledges that Landlord intends to\ninitially carry such coverage) on a 100% of \"replacement cost\" basis (though\nreasonable deductibles may be included under such coverage). Landlord's\ninsurance shall also cover the improvements installed by Landlord prior to the\ncommencement of the Term, and the Warm Shell Improvements and the Tenant\nImprovements installed by Tenant pursuant to the Work Letter, shall have a\nbuilding ordinance provision, and shall provide for rental interruption\ninsurance covering a period of twelve (12) full months. In no event shall\nLandlord be deemed a co-insurer under such policy. Landlord shall also maintain\ncommercial general liability insurance on an occurrence basis in amounts not\nless than Three Million Dollars ($3,000,000) per occurrence with respect to\nbodily injury or death and property damage in the Project. Notwithstanding the\nforegoing obligations of Landlord to carry insurance, Landlord may modify the\nforegoing coverages if and to the extent it is commercially reasonable to do so.\nLandlord agrees to provide Tenant, upon written request, with certificates of\ninsurance evidencing the foregoing coverages. Tenant acknowledges that,\nnotwithstanding any provision of this Paragraph 10(f) or this Lease, Landlord\ncurrently intends to carry earthquake insurance on the Project during the Term\nof this Lease.\n\n               (g) DISCLAIMER REGARDING SECURITY. Tenant acknowledges that even\nif Landlord installs and operates security cameras or other security equipment\nand\/or provides any other services that could be construed as being intended to\nenhance security, Landlord shall have no obligation to Tenant or to any Tenant\nParty for any damage, claim, loss or liability related to any claim that\nLandlord had a duty to provide security or that the equipment or services\nprovided by Landlord were inadequate, inoperative or otherwise failed to provide\nadequate security. Any such claim made against Landlord by any employee,\ncustomer or invitee of Tenant shall be included within Tenant's obligation of\nindemnity and defense set forth in subparagraph (c) above.\n\n                                       24\n   30\n\n        11. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary in\nthis Lease, the parties hereto release each other (including Landlord Parties\nand Tenant Parties) and their respective agents, employees, successors,\nassignees and subtenants from all liability for injury to any person or damage\nto any property that is caused by or results from a risk (i) which is actually\ninsured against, to the extent of receipt of payment under such policy (unless\nthe failure to receive payment under any such policy results from a failure of\nthe insured party to comply with or observe the terms and conditions of the\ninsurance policy covering such liability, in which event, such release shall not\nbe so limited), (ii) which is required to be insured against under this Lease,\nwithout regard to the negligence or willful misconduct of the entity so\nreleased, or (iii) which would normally be covered by the standard form of\n\"special\" or \"all risk\" coverage property insurance. Landlord and Tenant shall\neach obtain from their respective insurers under all policies of fire, theft,\nand other property insurance maintained by either of them at any time during the\nTerm insuring or covering the Building, the Premises, or the Project or any\nportion thereof of its contents therein, a waiver of all rights of subrogation\nwhich the insurer of one party might otherwise, if at all, have against the\nother party and Landlord and Tenant shall each indemnify the other against any\nloss or expense, including reasonable attorneys' fees, resulting from the\nfailure to obtain such waiver.\n\n        12. SERVICES AND UTILITIES.\n\n               (a) LANDLORD RESPONSIBILITIES. Landlord shall provide the\nmaintenance and repairs described in Paragraph 7(a), except for damage\noccasioned by the act or omission of Tenant or for which Tenant is responsible\npursuant to Paragraph 7(c), which damage shall be repaired by Landlord at\nTenant's expense. Landlord shall provide necessary utilities and services to the\nCommon Areas, as determined by Landlord in Landlord's reasonable discretion, and\nin any event to the extent expressly required by the terms and conditions of the\nDDA, the Parking REA and\/or the CC&Rs. Landlord shall cause the Excluded Space\nto be provided with necessary utilities and services independently of the\nPremises and the Building Systems servicing the Premises.\n\n               (b) TENANT RESPONSIBILITIES. Subject to the provisions elsewhere\nherein contained and to the Rules and Regulations, Tenant shall be responsible\nfor arranging for, and direct payment of any and all cost of, garbage pickup,\nrecycling, janitorial, security, transportation management and mitigation\nprograms, water, electricity, gas, telephone, cable and digital services, and\nTenant shall provide the maintenance, repair and replacement of Building Systems\nin connection with such utilities and services, and Tenant shall provide the\nmaintenance, repair and services as described in Section 7(b). Landlord shall\ncooperate with Tenant's efforts to arrange all such services. If Landlord\nassumes Tenant's maintenance obligations with respect to the Building Systems\npursuant to Paragraph 7(b), 7(e) or 9(d)(v), Tenant shall cooperate fully with\nLandlord and abide by all the reasonable regulations and requirements that\nLandlord may prescribe for the proper functioning and protection of the Building\nSystems.\n\n               (c) NO EXCESSIVE LOAD. Tenant will not without the written\nconsent of Landlord, which consent shall not be unreasonably withheld or\ndelayed, use any apparatus or device in the Premises which, when used, puts an\nexcessive load on the Building or its structure or systems, including, without\nlimitation, electronic data processing machines, punch card machines and\nmachines using excess lighting or voltage in excess of the amount for which the\nBuilding is designed.\n\n               (d) NO LIABILITY. Landlord shall not be in default hereunder, nor\nbe deemed to have evicted Tenant, nor be liable for any damages directly or\nindirectly resulting from, nor shall the rental herein reserved be abated,\nexcept as expressly provided for in the second to last sentence of this\nparagraph, by reason of (i) the installation, use or interruption of use of any\nequipment in connection with the foregoing utilities and services; (ii) failure\nto furnish or delay in furnishing any services to be provided by Landlord when\nsuch failure or delay is caused by Acts of God or the elements, labor\ndisturbances of any character, any other accidents or other conditions beyond\nthe reasonable control of Landlord (any of the foregoing, \"Force Majeure\"), or\nby the making of repairs or improvements to the Premises or to the Building\n(except in the case of Landlord's active negligence or willful misconduct); or\n(iii) the limitation, curtailment, rationing or restriction on use of water or\nelectricity, gas or any other form of energy or any other service or utility\nwhatsoever serving the Premises or the Project. Furthermore, Landlord shall be\nentitled to cooperate with the mandatory requirements of national, state or\nlocal governmental agencies or utilities suppliers in connection with reducing\nenergy or other resources consumption. If the Premises or\n\n                                       25\n   31\n\nany portion thereof become unsuitable for Tenant's use as a consequence of\ncessation of gas and electric utilities or other services provided to the\nPremises resulting from a casualty covered by Landlord's insurance, then\nTenant's Monthly Base Rent and Additional Charges shall abate during the period\nof time in which Tenant cannot occupy the Premises (or shall proportionately\nabate during the period of time in which Tenant cannot occupy a portion of the\nPremises) for the Permitted Uses, but only to the extent of rental abatement\ninsurance proceeds received by Landlord and\/or any Mortgagee (or, if Landlord\nfails to carry such insurance as required by Paragraph 10(f), or fails to pay\npremiums for such insurance and such failure does not result from Tenant's\nfailure to perform Tenant's obligations hereunder, proceeds that would have been\npayable to Landlord in the absence of such failure). In no event shall any\nmortgagee or beneficiary under any mortgage or deed of trust on all or any\nportion of the Project, the Building, or the Land (any such mortgagee or\nbeneficiary, a \"Mortgagee\") be or become liable for any default of Landlord\nunder this Paragraph 12.\n\n        13. TENANT'S CERTIFICATES. Tenant, at any time and from time to time,\nwithin ten (10) days from receipt of written notice from Landlord, will execute,\nacknowledge and deliver to Landlord and, at Landlord's request, to any\nprospective purchaser, ground or underlying lessor or mortgagee of any part of\nthe Project any other party acquiring an interest in Landlord, a certificate of\nTenant in a form reasonably acceptable to Tenant and containing such information\nas is customary or as may reasonably be required by any of such persons. Tenant\nhas approved the form of tenant certificate attached as Exhibit \"E\" without\nlimiting Tenant's future approval of any additional or substitute certificate.\nIt is intended that any such certificate of Tenant delivered pursuant to this\nParagraph 13 may be relied upon by Landlord and any prospective purchaser,\nground or underlying lessor or Mortgagee, or such other party. Landlord will\nexecute, acknowledge and deliver to Tenant a substantially similar, customary\nand reasonable certificate within ten (10) days from receipt of written request\nfrom Tenant, in form reasonably acceptable to Landlord.\n\n        14. HOLDING OVER.\n\n               (a) LIMITED HOLDOVER TERM. Provided no Default is then continuing\nunder this Lease, Tenant shall have the right to extend the Term for a period of\nup to six months (the \"Holdover Term\") after the expiration of the Initial Term,\nin lieu of exercising Tenant's right to the Extension Term, by giving written\nnotice to Landlord at least eighteen (18) months prior to expiration of the\nInitial Term (the \"Holdover Notice\"). The Holdover Notice shall specify the\nperiod of the Holdover Term. Any such Holdover Term shall be on all of the terms\nand conditions of this Lease, except that the Monthly Base Rent payable shall be\none hundred twenty-five (125%) of the Monthly Base Rent payable in the last full\nmonth prior to the Holdover Term. If Tenant remains in possession of all or any\nportion of the Premises after expiration of the Holdover Term (if any), or if\nTenant fails to exercise its right to the Holdover Term in accordance with this\nParagraph 14(a) and Tenant nevertheless remains in possession of all or any\nportion of the Premises after expiration of the Term, then such holdover shall\nbe governed by Paragraph 14(b).\n\n               (b) NO HOLDOVER. If Tenant (directly or through any\nsuccessor-in-interest of Tenant) remains in possession of all or any portion of\nthe Premises after the expiration or termination of this Lease with the written\nconsent of Landlord, such continued possession shall be construed to be a\ntenancy from month to month at one hundred twenty-five percent (125%) of the\nMonthly Base Rent payable in the last full month prior to such termination or\nexpiration (and shall be increased in accordance with Paragraph 3(b)), together\nwith an amount estimated by Landlord for the monthly Additional Charges for\nExpenses and Taxes payable under this Lease, and shall otherwise be on the terms\nand conditions herein specified so far as applicable. If Tenant (directly or\nthrough any successor-in-interest of Tenant) remains in possession of all or any\nportion of the Premises after the expiration or termination of this Lease\nwithout the written consent of Landlord, Tenant's continued possession shall be\non the basis of a tenancy at the sufferance of Landlord. In such event, Tenant\nshall continue to comply with or perform all the terms and obligations of Tenant\nunder this Lease, except that the Monthly Base Rent during Tenant's holding over\nshall be the greater of the then-fair market rent for the Premises (as\nreasonably determined by Landlord) or two hundred percent (200%) of the Monthly\nBase Rent and Additional Charges for Expenses and Taxes payable in the last full\nmonth prior to the termination or expiration of this Lease (and shall be\nincreased in accordance with Paragraph 3(b)). In addition to Rent, Tenant shall\npay Landlord for all damages proximately caused by reason of the Tenant's\nretention of possession. Landlord shall use commercially reasonable efforts to\nnotify Tenant if and when\n\n                                       26\n   32\n\n(a) a new lease, or a letter of intent for a new lease, has been entered into\nfor any portion of the Premises, (b) a loan application has been submitted by\nLandlord or a loan commitment issued to Landlord in connection with the Premises\nat a time when Tenant is then holding over or Landlord in its reasonable\njudgment believes a Tenant holdover is likely prior to the contemplated loan\nbeing fully funded, or (c) a sale contract or letter of intent for a sale of the\nPremises to a third party has been entered into for the Premises at a time when\nTenant is then holding over or Landlord in its reasonable judgment believes a\nTenant holdover is likely prior to the contemplated sale being consummated.\nLandlord's acceptance of Rent after the termination of this Lease shall not\nconstitute a renewal of this Lease, and nothing contained in this provision\nshall be deemed to waive Landlord's right of re-entry or any other right\nhereunder or at law. Tenant acknowledges that, in Landlord's marketing and\nre-leasing efforts for the Premises, Landlord is relying on Tenant's vacation of\nthe Premises on the Expiration Date. Accordingly, Tenant shall indemnify, defend\nand hold Landlord harmless from and against all claims, liabilities, losses,\ncosts, expenses and damages arising or resulting directly or indirectly from\nTenant's failure to timely surrender the Premises, including, without\nlimitation, (i) any loss, cost or damages suffered by any prospective tenant of\nall or any part of the Premises, and (ii) Landlord's damages as a result of such\nprospective tenant rescinding or refusing to enter into the prospective lease of\nall or any portion of the Premises by reason of such failure of Tenant to timely\nsurrender the Premises.\n\n        15. SUBORDINATION. Without the necessity of any additional document\nbeing executed by Tenant for the purpose of effecting a subordination, this\nLease shall be subject and subordinate at all times to: (i) all ground leases or\nunderlying leases which may now exist or hereafter be executed affecting all or\nany portion of the Project, (ii) the Parking REA, the Initial CC&Rs, any other\nCC&Rs or other Encumbrances currently in effect or that Landlord may enter into\nin the future, and (iii) the lien of any mortgage or deed of trust which may now\nexist or hereafter be executed in any amount for which all or any portion of the\nProject, ground leases or underlying leases, or Landlord's interest or estate in\nany of said items, is specified as security (any of the foregoing, a \"Mortgage\",\nand the beneficiary or mortgagee under any of the foregoing, a \"Mortgagee\")\nprovided that this Lease shall not be subject or subordinate to any ground or\nunderlying lease or to any Mortgage, unless the ground lessor or Mortgagee\nexecutes a reasonable recognition and non-disturbance agreement which provides\nthat neither this Lease, nor Tenant's rights nor Tenant's possession of the\nPremises on the terms and conditions of this Lease will be disturbed during the\nTerm (including any Extension Term or Holdover Term) so long as Tenant is not in\nDefault under any of the terms, covenants, conditions or agreements of this\nLease. Notwithstanding the foregoing, Landlord shall have the right to\nsubordinate or cause to be subordinated any such ground leases or underlying\nleases or any such Mortgages to this Lease. In the event that any ground lease\nor underlying lease terminates for any reason or any Mortgage is foreclosed or a\nconveyance in lieu of foreclosure is made for any reason, Tenant shall,\nnotwithstanding any subordination but conditioned upon the recognition and\nnon-disturbance agreement from Mortgagee described above, attorn to and become\nthe Tenant of the successor in interest to Landlord at the option of such\nsuccessor in interest. Tenant covenants and agrees to execute and deliver upon\ndemand by Landlord and in the form requested by Landlord and reasonably\nacceptable to Tenant, any customary additional documents evidencing the priority\nor subordination of this Lease with respect to any such ground leases or\nunderlying leases or the lien of any such Mortgage, which documents may, at any\nground lessor's or Mortgagee's request, provide, without limitation, that the\nground lessor, Mortgagee and\/or any person acquiring title by reason of a\nforeclosure sale or an exercise of a power of sale or by deed expressly in lieu\nof foreclosure shall not: (i) have any liability for any act, omission, default\nor breach by Landlord under this Lease occurring prior to the time of such\nacquisition by such Mortgagee or person; (ii) be subject to any claim or offset\nwhich Tenant may have had against Landlord which arose prior to such\nforeclosure, trustee sale or deed-in-lieu; (iii) be bound by any payment of Rent\nor any part thereof more than one month in advance; (iv) be bound by any\namendment or modification to this Lease made after Tenant enters into any such\nsubordination and non-disturbance agreement with such Mortgagee and without the\nwritten consent of such Mortgagee; (v) be obligated for the return of any\nsecurity deposit or other thing of value now or hereafter given to Landlord to\nsecure the performance by Tenant of its obligations under this Lease or any one\nor more of such obligations, except to the extent such security deposit or thing\nof value has been received by such Mortgagee or person; (vi) be required to\nperform, or liable for the failure to perform, the obligations of Landlord with\nrespect to the construction of the Base Building; and (vii) be obligated to\nperform any repair or restoration of the Project required as a result of any\ndamage, destruction or condemnation, except to the extent that such Mortgagee or\nother person owns the portion of the Project damaged or condemned and insurance\nproceeds or condemnation awards received by such Mortgagee or person are\nsufficient to fully pay the cost of such repair or restoration.. Tenant has\n\n\n                                       27\n   33\n\napproved the form of the subordination, non-disturbance and attornment agreement\nattached as Exhibit \"F\", without limiting Tenant's future approval of any\nadditional or substitute form or the provisions of this Paragraph 15. Tenant\nshall execute, deliver and record any such documents within ten (10) days after\nLandlord's written request.\n\n        16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply\nwith the rules and regulations attached to this Lease as Exhibit \"D\" and all\nreasonable modifications thereof and additions thereto from time to time put\ninto effect by Landlord. Landlord shall not be responsible for the\nnonperformance by any other Tenant or occupant of the Building or the Project of\nany said rules and regulations. Landlord shall enforce the Rules and Regulations\nagainst all tenants in the Building or Project (as applicable) in a\nnon-discriminatory manner. In the event of an express and direct conflict\nbetween the terms, covenants, agreements and conditions of this Lease and those\nset forth in the rules and regulations, as modified and amended from time to\ntime by Landlord, this Lease shall control.\n\n        17. RE-ENTRY BY LANDLORD. Landlord reserves and shall at all reasonable\ntimes, upon reasonable prior notice (except in the case of an emergency), and\nsubject to Tenant's reasonable security precautions and the right of Tenant to\naccompany Landlord at all times, have the right to re-enter the Premises to\ninspect the Premises, to supply any service to be provided by Landlord to Tenant\nhereunder (unless Tenant is supplying such service), to post notices of\nnonresponsibility or as otherwise required or allowed by this Lease or by law,\nand to alter, improve or repair the Premises and any portion of the Building\n(and may for that purpose erect, use, and maintain scaffolding, pipes, conduits,\nand other necessary structures in and through the Premises where reasonably\nrequired by the character of the work to be performed), and, during normal\nbusiness hours only, to show the Premises to prospective purchasers, Mortgagees\nor tenants (as to prospective tenants, only during the last eighteen (18) months\nof the Term). Landlord shall not be liable in any manner for any inconvenience,\ndisturbance, loss of business, nuisance or other damage arising from Landlord's\nentry and acts pursuant to this Paragraph and Tenant shall not be entitled to an\nabatement or reduction of Monthly Base Rent or Additional Charges if Landlord\nexercises any rights reserved in this paragraph. Tenant hereby waives any claim\nfor damages for any injury or inconvenience to or interference with Tenant's\nbusiness, any loss of occupancy or quiet enjoyment of the Premises, and any\nother loss occasioned thereby, except for Landlord's active negligence or\nwillful misconduct. For each of the aforesaid purposes, Landlord shall at all\ntimes have and retain a key with which to unlock all of the doors in, upon and\nabout the Premises, excluding Tenant's vaults and safes, or special security\nareas (designated in advance), and Landlord shall have the right to use any and\nall means which Landlord may deem necessary or proper to open said doors in an\nemergency, in order to obtain entry to any portion of the Premises, and any\nentry to the Premises, or portion thereof obtained by Landlord by any of said\nmeans, or otherwise, shall not under any emergency circumstances be construed or\ndeemed to be a forcible or unlawful entry into, or a detainer of, the Premises,\nor an eviction, actual or constructive, of Tenant from the Premises or any\nportions thereof. Landlord shall use commercially reasonable efforts during\nre-entry to minimize any material, unreasonable interference with Tenant's use\nof the Premises or its business conducted therein.\n\n        18. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver to take\npossession of all or substantially all of the assets of Tenant, or an assignment\nof Tenant for the benefit of creditors, or any action taken or suffered by\nTenant under any insolvency, bankruptcy, reorganization or other debtor relief\nproceedings, whether now existing or hereafter amended or enacted, shall at\nLandlord's option constitute a breach of this Lease by Tenant (provided that,\nwith respect to a petition in bankruptcy, or receiver attachment, or other\nremedy pursued by a third party, such event shall not constitute a breach of\nthis Lease so long as it is discharged within sixty (60) days). Upon the\nhappening of any such event or at any time thereafter, this Lease shall\nterminate five (5) days after written notice of termination from Landlord to\nTenant. In no event shall this Lease be assigned or assignable by operation of\nlaw or by voluntary or involuntary bankruptcy proceedings or otherwise and in no\nevent shall this Lease or any rights or privileges hereunder be an asset of\nTenant under any bankruptcy, insolvency, reorganization or other debtor relief\nproceedings.\n\n        19. DEFAULT.\n\n               (a) TENANT DEFAULT. The failure to perform or honor any covenant,\ncondition or representation made under this Lease or the Work Letter shall\nconstitute a \"Default\" hereunder by Tenant upon\n\n                                       28\n   34\n\nexpiration of the appropriate grace or cure period provided in this Paragraph\n19(a). Tenant shall have a period of three (3) days from the date of written\nnotice from Landlord within which to cure any failure to pay Monthly Base Rent\nor Additional Charges; provided, however, that Landlord shall not be required to\nprovide such notice more than two (2) times during any two (2) year period\nduring the Term with respect to non-payment of Monthly Base Rent or Additional\nCharges, the third such non-payment constituting Default without requirement of\nnotice. Tenant shall have a period of thirty (30) days from the date of receipt\nof written notice from Landlord within which to cure any other curable Default\nunder this Lease; provided, however, that with respect to any curable Default\nother than the payment of Monthly Base Rent or Additional Charges that cannot\nreasonably be cured within thirty (30) days, the cure period shall be extended\nfor an additional period of time reasonably required to cause such cure if\nTenant commences to cure within thirty (30) days from Landlord's notice and\ncontinues to prosecute diligently the curing thereof, provided that such cure\nperiod shall in no event extend beyond ninety (90) days after Landlord's notice.\nNotwithstanding the foregoing, (i) if a specific time for performance or a\ndifferent cure period is specified elsewhere in this Lease or the Work Letter\nwith respect to any specific obligation of Tenant, such specific performance or\ncure period shall apply with respect to a failure of such obligation in lieu of,\nand not in addition to, the cure period provided in this Paragraph 19(a); (ii)\nthe cure periods specified in Paragraphs 7(e) and 23 shall apply with respect to\nLandlord's rights to cure Tenant's failure to perform pursuant to Paragraphs\n7(e) and 23, respectively, and (iii) the cure rights provided in this Paragraph\n19(a) shall not extend the specific time for compliance with any required\ndelivery, approval or performance obligation under Paragraph 13 or 15 of the\nLease or under the Work Letter.\n\n               (b) LANDLORD REMEDIES. Upon a Default of this Lease by Tenant,\nLandlord shall have the following rights and remedies in addition to any other\nrights or remedies available to Landlord at law or in equity:\n\n                      (i) The rights and remedies provided by California Civil\n        Code, Section 1951.2, including but not limited to, recovery of the\n        worth at the time of award of the amount by which the unpaid Monthly\n        Base Rent and Additional Charges for the balance of the Term after the\n        time of award exceeds the amount of rental loss for the same period that\n        the Tenant proves could be reasonably avoided, as computed pursuant to\n        subsection (b) of said Section 1951.2;\n\n                      (ii) The rights and remedies provided by California Civil\n        Code, Section 1951.4, that allows Landlord to continue this Lease in\n        effect and to enforce all of its rights and remedies under this Lease,\n        including the right to recover Monthly Base Rent and Additional Charges\n        as they become due, for so long as Landlord does not terminate Tenant's\n        right to possession; provided, however, if Landlord elects to exercise\n        its remedies described in this Paragraph 19(a)(ii) and Landlord does not\n        terminate this Lease, and if Tenant requests Landlord's consent to an\n        assignment of this Lease or a sublease of the Premises at such time as\n        Tenant is in Default, Landlord shall not unreasonably withhold its\n        consent to such assignment or sublease. Acts of maintenance or\n        preservation, efforts to relet the Premises or the appointment of a\n        receiver upon Landlord's initiative to protect its interest under this\n        Lease shall not constitute a termination of Tenant's rights to\n        possession;\n\n                      (iii) The right to terminate this Lease by giving notice\n        to Tenant in accordance with applicable law;\n\n                      (iv) If Landlord elects to terminate this Lease, the right\n        and power to enter the Premises and remove therefrom all persons and\n        property and, to store such property in a public warehouse or elsewhere\n        at the cost of and for the account of Tenant, and to sell such property\n        and apply such proceeds therefrom pursuant to applicable California law.\n\n               (c) LANDLORD DEFAULT. Landlord shall have a period of thirty (30)\ndays from the date of written notice from Tenant within which to cure any\ndefault of Landlord under this Lease; provided, however, that with respect to\nany default that cannot reasonably be cured within thirty (30) days, the default\nshall not be deemed to be uncured if Landlord commences to cure within thirty\n(30) days from Tenant's notice and continues to prosecute diligently the curing\nthereof. Tenant agrees to deliver to any Mortgagee a copy of any Notice of\nDefault served upon the Landlord in the manner prescribed by Paragraph 26\nhereof, provided that prior to such notice Tenant has\n\n                                       29\n   35\n\nbeen notified in writing (by way of Notice of Assignment of Rents and Leases, or\notherwise) of the address of such Mortgagee. Tenant further agrees that if\nLandlord shall have failed to cure such default within the time provided for in\nthis Lease, then the Mortgagee shall have an additional thirty (30) days\n(provided that Tenant notifies Mortgagee concurrently with Tenant's notice to\nLandlord at the beginning of Landlord's thirty (30) day period; otherwise\nMortgagee shall have sixty (60) days from the date on which it is noticed)\nwithin which to cure such default or if such default cannot be cured within that\ntime, then such additional time as may be reasonably necessary to cure such\ndefault shall be granted if within such applicable period Mortgagee has\ncommenced and is diligently pursuing the remedies necessary to cure such default\n(including, but not limited to, commencement of foreclosure proceedings, if\nnecessary to effect such cure), in which event the Lease shall not be terminated\nwhile such remedies are being so diligently pursued.\n\n               (d) CROSS-DEFAULT WITH BUILDING 2 LEASE. Any Default under the\nBuilding 2 Lease by Tenant, or by a subtenant or assignee of Tenant, shall\nconstitute a Default under this Lease by Tenant. Any default under the Building\n2 Lease by Landlord that is not cured within the applicable cure period\nthereunder shall constitute a default under this Lease by Landlord. If Tenant\nassigns its entire interest under either this Lease or the Building 2 Lease (but\nnot both) to an entity other than an Affiliate of Tenant, Tenant may delete this\nParagraph 19(d) from this Lease by delivering written notice thereof to\nLandlord, provided that (i) such Assignment is not a Permitted Transfer or an\nAssignment to an Affiliate of Tenant, (ii) Landlord consents to such Assignment\npursuant to the terms and conditions of Paragraph 9 of this Lease, and (iii)\nTenant is not then in Default (and no event has occurred which, with the passage\nof time or giving of notice or both, would constitute a Default) hereunder or\nunder the Building 2 Lease; and (iv) as of the date of such written notice to\nLandlord, Landlord has not delivered a notice of Tenant's failure to perform any\nof its obligations hereunder or under the Building 2 Lease, nor assessed a late\ncharge pursuant to Paragraph 3(d) of this Lease or under any comparable\nprovision of the Building 2 Lease, at any time during the previous six months,\nor more than two (2) times during the previous twenty-four (24) months,\nregardless in each case of whether such failure was cured by Tenant within any\napplicable grace or cure period; provided, however, that any such notice of\nfailure to perform relating to a non-monetary failure to perform which was\ndisputed, in good faith, by Tenant and ultimately determined (by agreement of\nthe parties, arbitration or judicial action) not to be a violation of this Lease\nshall not be considered for purposes of determining whether such condition has\nbeen met. At any time during the term of this Lease (provided that Landlord is\nnot then in default under this Lease), Landlord, in its sole discretion, may\ndelete this Paragraph 19(d) from this Lease by delivering written notice thereof\nto Tenant, without any further action required by Tenant. Upon request by either\nparty, the parties shall execute and deliver an amendment to this Lease\ndocumenting any such deletion of this Paragraph by Landlord.\n\n        20. DAMAGE BY FIRE, ETC.\n\n               (a) RESTORATION OR TERMINATION. If the Premises or the Building\n(including the Warm Shell Improvements and the Tenant Improvements) are damaged\nby fire or other casualty, Landlord shall forthwith repair the same, provided\nthat such repairs can be made within two hundred seventy (270) days after the\ndate of such damage under the laws and regulations of the federal, state and\nlocal governmental authorities having jurisdiction thereof. In such event, this\nLease shall remain in full force and effect except that Tenant shall be entitled\nto a proportionate reduction of Monthly Base Rent and Additional Charges for\nExpenses and Taxes for the period of time during which such repairs to be made\nhereunder by Landlord are being made. Such reduction of Monthly Base Rent and\nAdditional Charges for Expenses and Taxes, if any, shall be based upon the\ngreater of (i) the proportion that the area of the Premises rendered\nuntenantable by such damage bears to the total area of the Premises; or (ii) the\nextent to which such damage and the making of such repairs by Landlord shall\ninterfere with the business carried on by Tenant in the Premises, and shall be\nlimited to the extent of rental abatement insurance proceeds actually received\nby Landlord or a Mortgagee under Landlord's casualty insurance policy (or, if\nLandlord fails to carry such insurance as required by Paragraph 10(f), or fails\nto pay premiums for such insurance and such failure does not result from\nTenant's failure to perform Tenant's obligations hereunder, proceeds that would\nhave been payable to Landlord in the absence of such failure). Within thirty\n(30) days after the date of such damage, Landlord shall notify Tenant whether or\nnot, in Landlord's reasonable opinion, such repairs can be made within two\nhundred and seventy (270) days after the date of such damage and Landlord's\nreasonable estimate of the time needed for such repairs. If such repairs cannot\nbe made within two hundred and seventy (270) days from the date of such damage,\nLandlord shall have the option within thirty (30) days after the date of such\ndamage to elect either to: (i) notify\n\n                                       30\n   36\n\nTenant of Landlord's intention to repair such damage and diligently prosecute\nsuch repairs, in which event this Lease shall continue in full force and effect\nand the Monthly Base Rent and Additional Charges for Expenses and Taxes shall be\nreduced as provided herein; or (ii) notify Tenant of Landlord's election to\nterminate this Lease as of a date specified in such notice, which date shall not\nbe less than thirty (30) days nor more than sixty (60) days after such notice is\ngiven and this Lease shall terminate on the date specified in such notice. If\nLandlord notifies Tenant that restoration or repair of the Premises will take\nmore than two hundred and seventy (270) days, Tenant shall have a right to\nterminate the Lease within fifteen (15) days following receipt of Landlord's\nnotice, by providing Landlord with written notice of its election to do so. In\nsuch event (and also in the event Landlord terminates the Lease pursuant to the\nimmediately preceding sentence), Tenant shall have no liability for payment of\nthe deductible under Landlord's insurance relating to such damage. In case of\ntermination by either event, the Monthly Base Rent and Additional Charges for\nExpenses and Taxes shall be reduced by a proportionate amount based upon the\nextent to which such damage interfered with the business carried on by Tenant in\nthe Premises, and Tenant shall pay such reduced Monthly Base Rent and Additional\nCharges for Expenses and Taxes up to the effective date of such termination.\nLandlord agrees to refund to Tenant any Monthly Base Rent and Additional Charges\npreviously paid for any period of time subsequent to such date of termination.\nThe repairs to be made hereunder by Landlord shall not include, and Landlord\nshall not be required to repair, any damage by fire or other cause to the\nproperty of Tenant or any repairs or replacements of any paneling, decorations,\nrailings, floor coverings or any alterations, additions, fixtures or\nimprovements installed on the Premises by or at the expense of Tenant other than\nWarm Shell Improvements and\/or Tenant Improvements to the extent they are\ncovered by Landlord's insurance policies; provided, however, that to the extent\nLandlord's insurance policies cover any Alterations pursuant to Paragraph 10(f),\nLandlord shall make available to Tenant any available insurance proceeds with\nrespect to any damage or destruction that affects such Alterations, after\ndeducting therefrom the cost, if any, to Landlord for the recovery of such\nproceeds and\/or of any repair to the Building or Premises or Project for which\nLandlord is responsible hereunder, in order for Tenant to repair and restore\nsuch Alterations, pursuant to disbursement procedures established by Landlord\nand\/or any Mortgagee. Tenant hereby waives the provisions of Section 1932.2, and\nSection 1933.4, of the Civil Code of California.\n\n               (b) CASUALTY AT END OF TERM. Notwithstanding anything to the\ncontrary contained in this Lease, if during the twelve (12) months prior to the\nexpiration of the Term (including any Extension Term, if Tenant then has\nexercised its option to extend pursuant to Paragraph 41), the Building or a\nsubstantial portion thereof is damaged or destroyed by fire or other casualty,\neither Tenant or Landlord shall have the option to terminate this Lease as of\nthe date of such damage or destruction by written notice to the other party\ngiven within thirty (30) days after such damage or destruction, in which event\nLandlord shall make a proportionate refund to Tenant of such Monthly Base Rent\nand Additional Charges for Expenses and Taxes as may have been paid in advance.\nFor purposes of this paragraph, a \"substantial portion\" shall mean fifty percent\n(50%) of the Building.\n\n               (c) UNINSURED CASUALTY. Notwithstanding Paragraph 20(a), and\nsubject to the termination right in Paragraph 20(b), in the event of a total or\npartial destruction of the Building (i) by a casualty both of a type not\nrequired to be insured against by Landlord under the terms of this Lease and not\nactually insured against by Landlord, or (ii) under circumstances where the net\ninsurance proceeds (plus applicable deductibles that are included in Expenses)\nobtained as a result of such casualty (or, if Landlord fails to carry any\nspecific insurance that Landlord is obligated to carry under this Lease, or\nfails to pay premiums for such insurance and such failure does not result from\nTenant's failure to perform its obligations hereunder, proceeds that would have\nbeen payable to Landlord in the absence of such failure) are ninety percent\n(90%) or a lesser percentage of the cost of restoration, rebuilding or\nreplacement (including without limitation if such circumstances result from a\nrequirement by any Mortgagee that Landlord utilize insurance proceeds to pay\ndown the Mortgage), which destruction exceeds five percent (5%) of the\nreplacement cost of the Building, Landlord may elect, in its sole discretion by\nwritten notice to Tenant within thirty (30) days after the date of such damage,\nto either (x) terminate this Lease, or (y) if the damage can be reconstruct the\nBase Building (not including the Warm Shell Improvements or the Tenant\nImprovements), in which event this Lease shall continue in full force and\neffect. However, notwithstanding the foregoing, if Landlord elects not to\nreconstruct, Tenant may by written notice to Landlord within ten (10) days after\nLandlord notifies Tenant of Landlord's election, request that Landlord\nundertakes such reconstruction on the condition that (A) Tenant provides\nLandlord with reasonably acceptable assurance that Tenant will complete and pay\nfor the reconstruction of all Warm Shell Improvements (in the form of a cash\ndeposit, letter of credit or other financial assurance as Landlord may\nreasonably\n\n                                       31\n   37\n\nrequire) and (B) either (I) Tenant agrees in such written request to pay the\nentire cost for reconstruction of the Base Building (as determined by Landlord\nin its reasonable discretion), which shall be paid (in lump sum or in progress\npayments, at Landlord's election) to Landlord within thirty (30) days after\nreceipt of an invoice or invoices from Landlord; or (II) if Tenant does not\nagree to pay the entire reconstruction cost, then both of the following: (aa)\nLandlord is able, using commercially reasonable efforts, to obtain construction\nfinancing for the entire cost of such reconstruction (less any insurance\nproceeds actually received by Landlord and available to Landlord for application\nto such reconstruction) from a lender, and on terms and conditions, that are\nsubstantially similar to the Mortgagee and the Mortgage that exists on the date\nof this Lease and that are otherwise acceptable to Landlord in its commercially\nreasonable discretion; and (bb) the cost incurred by Landlord for such\nreconstruction (less any insurance proceeds actually received by Landlord and\navailable to Landlord for application to such reconstruction) shall be amortized\nover the useful life of the Building (except that the cost for reconstruction of\nany Warm Shell Improvements and Tenant Improvements, if made by Landlord, shall\nbe paid by Tenant in its entirety within thirty (30) days after receipt of an\ninvoice therefore) and shall be reimbursed monthly by Tenant to Landlord as an\nAdditional Charge, together with interest at the Default Rate, commencing on the\ndate Landlord substantially completes restoration of the Base Building;\nprovided, however, that Tenant shall not be obligated to pay for any portion of\nthe useful life of the Base Building which extends beyond the Expiration Date\n(as it may be extended by the Extension Term, if any). If either (a) the\nremaining Term of the Lease at the time of such destruction is less than ten\n(10) years (which Term will include the Extension Term if Tenant delivers its\nExtension Notice prior to or together with Tenant's reconstruction request), or\n(b) the restoration or repair of the Premises (including any period of time\nnecessary to obtain construction financing, if Tenant does not agree to fund\nsuch construction) will take more than two hundred and seventy (270) days to\ncomplete, then Landlord shall not be obligated to reconstruct the Base Building\nin response to Tenant's request but, rather, Landlord shall consider Tenant's\nrequest in Landlord's sole discretion. Landlord shall respond to Tenant's\nwritten request within thirty (30) days after receipt thereof. If Landlord\nreconstructs the Base Building pursuant to this Paragraph 20(c), Tenant shall be\nobligated to reconstruct the Warm Shell Improvements and Tenant Improvements, at\nTenant's cost, or at Landlord's sole option Landlord may elect to reconstruct\nall or any portion of the Warm Shell Improvements and\/or Tenant Improvements, at\nTenant's cost.\n\n        21. EMINENT DOMAIN.\n\n               (a) ENTIRE BUILDING. If the entire Premises are taken or\nappropriated under the power of eminent domain or conveyed in lieu thereof (any\nsuch event, a \"Taking\"), (i) this Lease and all right, title and interest of the\nTenant hereunder shall cease and come to an end on the date of vesting of title\npursuant to such Taking, and (ii) the Monthly Base Rent and Additional Charges\npayable shall be apportioned as of the date of such vesting.\n\n               (b) PARTIAL BUILDING; TERMINATION. If there is a Taking of less\nthan the entire Premises, this Lease shall terminate as to the portion of the\nPremises so taken upon vesting of title pursuant to such Taking, and if, but\nonly if, such Taking is so extensive that it renders the remaining portion of\nthe Premises unsuitable for the use being made of the Premises on the date\nimmediately preceding such Taking, either the Tenant or the Landlord may\nterminate this Lease by written notice to the other party not later than thirty\n(30) days after the date of such vesting, specifying as the date for termination\na date not later than thirty (30) days after such notice. On the date specified\nin such notice, (i) the term of this Lease and all right, title and interest of\nTenant hereunder shall cease, and (ii) the Monthly Base Rent and Additional\nCharges shall be apportioned as of the date of such termination\n\n               (c) PARTIAL BUILDING; RESTORATION. If there is a Taking of less\nthan the entire Premises and this Lease is not terminated as provided in\nParagraph 21(b) above, this Lease shall terminate as to the portion of the\nPremises so taken upon vesting of title pursuant to such Taking. In any such\ncase, if the Premises have been damaged as a consequence of such partial Taking,\nLandlord shall restore the Base Building (to the extent of Landlord's\nobligations under the Work Letter) for the portion of the Premises continuing\nunder this Lease at Landlord's cost and expense; provided, however, that\nLandlord shall not be required to repair or restore any injury or damage to the\nproperty of Tenant or to make any repairs or restoration of any Alterations or\nany Tenant Improvements or Warm Shell Improvements installed on the Premises by\nor at the expense of Tenant. Tenant shall, at Tenant's sole cost and expense,\npromptly and pursuant to the provisions of the Work Letter and this Lease,\nrestore\n\n                                       32\n   38\n\nthose portions of the Warm Shell Improvements, Tenant Improvements and\nAlterations not so taken. Thereafter, the Monthly Base Rent and Additional\nCharges for Expenses and Taxes to be paid under this Lease for the remainder of\nthe Term shall be proportionately reduced, such that thereafter the amounts to\nbe paid by Tenant shall be in the ratio that the portion of the Premises not so\ntaken bears to the total area of the Premises prior to such Taking.\n\n               (d) TAKING OF COMMON AREA. If there is a Taking of any portion of\nthe Common Area which causes the Premises to violate parking requirements,\nbuilding setbacks or access requirements under any applicable Laws, Landlord\nshall cure such non-compliance by any reasonable means. If Landlord determines\nthat such violation is not curable by reasonable means, both Landlord and Tenant\nshall have the option, exercisable by written notice to the other party, of\nterminating this Lease. If Landlord determines that such violation is curable,\nbut then fails to commence such cure within sixty (60) days after such Taking,\nthe Tenant shall have the option, exercisable by written notice to Landlord, of\nterminating this Lease. Any termination of this Lease pursuant to this Paragraph\n21(d) shall be effective as of the date of vesting of title pursuant to the\nTaking, and Landlord shall make a proportionate refund to Tenant of any Monthly\nBase Rent and Additional Rent that has been paid in advance.\n\n               (e) AWARD. Landlord shall receive (and Tenant shall assign to\nLandlord upon demand from Landlord) any income, rent, award or any interest\ntherein which may be paid in connection with any Taking, whether partial or\ntotal, and whether or not either Landlord or Tenant exercises any right it may\nhave to terminate this Lease. Tenant shall have no claim against Landlord for\nany part of such sum paid by virtue of the Taking, whether or not attributable\nto the value of the unexpired term of this Lease, except that Tenant shall be\nentitled to petition the condemning authority for the following: (i) the then\nunamortized cost of any Tenant Improvements or Alterations paid for by Tenant\nfrom its own funds; (ii) the value of Tenant's trade fixtures; (iii) Tenant's\nrelocation costs; and (iv) Tenant's goodwill, loss of business and business\ninterruption.\n\n               (f) TEMPORARY TAKING. Notwithstanding anything to the contrary\ncontained in this Paragraph 21, if there is a Taking of the temporary use or\noccupancy of any part of the Premises during the Term, this Lease shall be and\nremain unaffected by such Taking and Tenant shall continue to pay in full all\nMonthly Base Rent and Additional Charges payable hereunder by Tenant during the\nTerm. In such event, Tenant shall be entitled to receive that portion of any\naward which represents compensation for the use or occupancy of the Premises\nduring the Term, and Landlord shall be entitled to receive that portion of any\naward which represents the cost of restoration of the Premises and the use and\noccupancy of the Premises after the end of the Term. If such temporary taking is\nfor a period longer than two hundred and seventy (270) days and unreasonably\ninterferes with Tenant's use of the Premises or the Common Area, then Tenant\nshall have the right to terminate the Lease, and Landlord shall be entitled to\nreceive the entire award for the Taking, except for that portion which\nrepresents compensation for the use or occupancy of the Premises during the\nperiod of time prior to such termination.\n\n               (g) WAIVER OF STATUTORY PROVISIONS. Landlord and Tenant\nunderstand and agree that the provisions of this Paragraph 21 are intended to\ngovern fully the rights and obligations of the parties in the event of a Taking\nof all or any portion of the Premises. Accordingly, the parties each hereby\nwaives any right to terminate this Lease in whole or in part under Sections\n1265.120 and 1265.130 of the California Code of Civil Procedure or under any\nsimilar Law now or hereafter in effect.\n\n        22. SALE BY LANDLORD. If Landlord sells or otherwise conveys its\ninterest in the Premises, Landlord shall be relieved of its obligations under\nthe Lease from and after the date of sale or conveyance (including the\nobligations of Landlord under Paragraph 39), only when the successor assumes in\nwriting the obligations to be performed by Landlord on and after the effective\ndate of the transfer, whereupon Tenant shall attorn to such successor.\n\n        23. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be\nperformed by Tenant under any of the terms of this Lease shall be performed by\nTenant at Tenant's sole cost and expense and without any abatement of Monthly\nBase Rent or Additional Charges. If Tenant fails to pay any sum of money, other\nthan Monthly Base Rent or Additional Charges for Expenses or Real Estate Taxes,\nrequired to be paid by it hereunder or fails to perform any other act on its\npart to be performed hereunder (including, without limitation,\n\n                                       33\n   39\n\nTenant's obligation to maintain and repair the Premises and Building Systems\npursuant to Paragraph 7(b)), regardless of whether such failure has become a\nDefault hereunder and either (i) such failure continues, and Tenant does not\ncommence cure of such failure, for ten (10) days after notice thereof by\nLandlord as provided in Paragraph 19(a) (except in the event of emergency, when\nno notice or cure period shall be required but Landlord shall make reasonable\ngood faith efforts to notify Tenant prior to commencing such emergency cure), or\n(ii) having commenced such cure Tenant does not diligently prosecute the curing\nthereof, or (iii) if Landlord is, in Landlord's reasonable business judgment, in\na better position to accomplish such cure or can accomplish such cure in a more\nefficient or cost-effective manner than Tenant, or (iv) if a default under the\nDAA, Parking REA, any CC&Rs, any other Encumbrance, or any Mortgage is, in\nLandlord's reasonable judgment, likely to occur due to Tenant's failure to cure\nsuch failure in a timely manner, then in any such situation Landlord may, but\nshall not be obligated so to do, and without waiving or releasing Tenant from\nany obligations of Tenant, make any such payment or perform any such act on\nTenant's part to be made or performed as provided in this Lease. All sums so\npaid and costs so incurred by Landlord, together with interest thereon at the\nDefault Rate from the date Landlord makes such payment or incurs such cost,\nshall be payable as Additional Charges to Landlord within thirty (30) days after\nreceipt by Tenant of a bill or statement therefor.\n\n        24. SURRENDER OF PREMISES.\n\n               (a) DELIVERY OF PREMISES. At the end of the Term or any renewal\nthereof or other sooner termination of this Lease, Tenant will peaceably deliver\nto Landlord possession of the Premises, together with all improvements or\nadditions upon or belonging to Landlord, by whomsoever made, in substantially\nthe same condition as received, or first installed, subject to the terms of\nParagraphs 6, 21 and 39, subject to normal wear and tear and the rights and\nobligations of the parties concerning casualty damage pursuant to Paragraph 20.\nTenant may, upon the termination of this Lease, remove all movable furniture and\nequipment belonging to Tenant, at Tenant's sole cost, provided that Tenant\nrepairs any damage caused by such removal. Property not so removed by the\nExpiration Date (or in the event of an earlier termination, within five (5) days\nof such earlier termination date) shall be deemed abandoned by Tenant, and title\nto the same shall thereupon pass to Landlord. Upon such expiration or sooner\ntermination of the Term, Tenant shall upon demand by Landlord, at Landlord's\nelection either (i) at Tenant's sole cost and expense, forthwith and with all\ndue diligence remove any Tenant Modifications (as defined in the Work Letter),\nTenant Improvements or Alterations made by or for the account of Tenant,\ndesignated by Landlord to be removed (provided, however, that upon the written\nrequest of Tenant prior to installation of such Tenant Modifications, Tenant\nImprovements or Alterations, Landlord shall advise Tenant at that time whether\nor not such specific Tenant Modification, Tenant Improvement or Alteration must\nbe removed upon the expiration or sooner termination of this Lease, and to the\nextent Landlord has so agreed to allow any specific Tenant Modification, Tenant\nImprovement or Alteration to remain in the Premises, Tenant shall not be\nobligated to remove such Tenant Modification, Tenant Improvement or Alteration\nor to pay Landlord the cost of removal thereof pursuant to this Paragraph 24),\nand restore the Premises to its original condition as of the Delivery Date but\nwith the Warm Shell Improvements in place (or with respect to Tenant\nModifications, restore the Base Building to its condition prior to such Tenant\nModifications being made), subject to the foregoing; or (ii) pay Landlord the\nreasonable estimated cost thereof.\n\n               (b) NO MERGER. The voluntary or other surrender of this Lease by\nTenant, or a mutual cancellation thereof, shall not work a merger, and shall, at\nthe option of Landlord, terminate all or any existing subleases or subtenancies,\nor may, at the option of Landlord, operate as an assignment to it of any or all\nsuch subleases or subtenancies.\n\n        25. WAIVER. If either Landlord or Tenant waives the performance of any\nterm, covenant or condition contained in this Lease, such waiver shall not be\ndeemed to be a waiver of any subsequent breach of the same or any other term,\ncovenant or condition contained herein. Furthermore, the acceptance of Rent or\nAdditional Charges by Landlord shall not constitute a waiver of any preceding\nbreach by Tenant of any term, covenant or condition of this Lease, regardless of\nLandlord's knowledge of such preceding breach at the time Landlord accepted such\nMonthly Base Rent or Additional Charges. Failure by Landlord to enforce any of\nthe terms, covenants or conditions of this Lease for any length of time shall\nnot be deemed to waive or to decrease the right of Landlord to insist thereafter\n\n                                       34\n   40\n\nupon strict performance by Tenant. Waiver by Landlord or Tenant of any term,\ncovenant or condition contained in this Lease may only be made by a written\ndocument signed by Landlord or Tenant, as applicable.\n\n        26. NOTICES. Except as otherwise expressly provided in this Lease, any\nbills, statements, notices, demands, requests or other communications given or\nrequired to be given under this Lease shall be effective only if rendered or\ngiven in writing, sent by certified mail, return receipt requested, reputable\novernight carrier, or delivered personally, (i) to Tenant, (A) at Tenant's\naddress set forth in the Basic Lease Information, if sent prior to Tenant's\ntaking possession of the Premises, or (B) at the Premises if sent subsequent to\nTenant's taking possession of the Premises, or (C) at any place where Tenant may\nbe found if sent subsequent to Tenant's vacating, deserting, abandoning or\nsurrendering the Premises; or (ii) to Landlord at Landlord's address set forth\nin the Basic Lease Information; or (iii) to such other address as either\nLandlord or Tenant may designate as its new address for such purpose by notice\ngiven to the other in accordance with the provisions of this Paragraph 26. Any\nsuch bill, statement, notice, demand, request or other communication shall be\ndeemed to have been rendered or given on the date the return receipt indicates\ndelivery of or refusal of delivery if sent by certified mail, the day upon which\nrecipient accepts and signs for delivery from a reputable overnight carrier, or\non the date a reputable overnight carrier indicates refusal of delivery, or upon\nthe date personal delivery is made. If Tenant is notified in writing of the\nidentity and address of any Mortgagee or ground or underlying lessor, Tenant\nshall give to such Mortgagee or ground or underlying lessor notice of any\nDefault by Landlord under the terms of this Lease in writing sent by registered\nor certified mail, and such Mortgagee or ground or underlying lessor shall be\ngiven the opportunity to cure such Default prior to Tenant exercising any remedy\navailable to it.\n\n        27. TAXES PAYABLE BY TENANT. Prior to delinquency Tenant shall pay all\ntaxes levied or assessed upon Tenant's equipment, furniture, fixtures and other\npersonal property located in or about the Premises. If the assessed value of\nLandlord's property is increased by the inclusion therein of a value placed upon\nTenant's equipment, furniture, fixtures or other personal property, Tenant shall\npay to Landlord, upon written demand, the taxes so levied against Landlord, or\nthe proportion thereof resulting from said increase in assessment.\n\n        28. ABANDONMENT. Tenant shall not abandon the Premises and\/or cease\nperforming its financial and maintenance obligations under this Lease at any\ntime during the Term, and if Tenant shall abandon and\/or cease performing its\nfinancial and maintenance obligations under this Lease, or surrender the\nPremises or be dispossessed by process of law, or otherwise, any personal\nproperty belonging to Tenant and left on the Premises shall, at the option of\nLandlord, be deemed to be abandoned and title thereto shall thereupon pass to\nLandlord. Notwithstanding anything to the contrary contained herein, Tenant\nshall not be allowed to vacate the Premises for any period of time unless either\n(a) such vacation would not result in a termination of, limitation on, or other\nadverse effect on, Landlord's insurance policies, or (b) Tenant pays the\nincremental premium costs, and assumes responsibility for any increased\ndeductible amounts, to the extent required to cause Landlord's insurance\npolicies to not be terminated, limited or adversely affected as a result of such\nvacation. For purposes of this Paragraph 28, the Tenant shall not be deemed to\nhave abandoned the Premises solely because the Tenant is not occupying the\nPremises.\n\n        29. SUCCESSORS AND ASSIGNS. Subject to the provisions of Paragraph 9,\nthe terms, covenants and conditions contained herein shall be binding upon and\ninure to the benefit of the parties hereto and their respective legal and\npersonal representatives, successors and assigns.\n\n        30. ATTORNEYS' FEES. If Tenant or Landlord brings any action for any\nrelief against the other, declaratory or otherwise, arising out of this Lease,\nincluding any suit by Landlord for the recovery of Rent or possession of the\nPremises, the losing party shall pay to the prevailing party a reasonable sum\nfor attorneys' fees and costs, which shall be deemed to have accrued on the\ncommencement of such action and shall be paid whether or not the action is\nprosecuted to judgment.\n\n        31. LIGHT AND AIR. Tenant covenants and agrees that no diminution of\nlight, air or view by any structure which may hereafter be lawfully erected\n(whether or not by Landlord) shall entitle Tenant to any reduction of rent under\nthis Lease, result in any liability of Landlord to Tenant, or in any other way\naffect this Lease or\n\n                                       35\n   41\n\nTenant's obligations hereunder. Landlord has informed Tenant that it has no\nintention of constructing additional facilities at the Project except those\nfacilities needed to service the Project.\n\n        32. CORPORATE AUTHORITY; FINANCIAL INFORMATION. If Tenant signs as a\ncorporation each of the persons executing this Lease on behalf of Tenant does\nhereby covenant and warrant that Tenant is a duly authorized and existing\ncorporation, that Tenant has and is qualified to do business in California, that\nthe corporation has full right and authority to enter into this Lease, and that\neach and both of the persons signing on behalf of the corporation were\nauthorized to do so. If Tenant signs as a partnership or limited liability\ncompany, each of the persons executing this Lease on behalf of Tenant does\nhereby covenant and warrant that Tenant is a duly authorized and existing\npartnership or limited liability company, as applicable, that Tenant has and is\nqualified to do business in California, that Tenant has full right and authority\nto enter into this Lease, and that each and both of the persons signing on\nbehalf of the Tenant were authorized to do so and by their signatures bind the\nTenant. Upon Landlord's request, Tenant shall provide Landlord with evidence\nreasonably satisfactory to Landlord confirming the foregoing covenants and\nwarranties. Upon Landlord's request, Tenant shall provide Landlord with evidence\nreasonably satisfactory to Landlord confirming the foregoing covenants and\nwarranties. Tenant hereby further covenants and warrants to Landlord that all\nfinancial information and other descriptive information regarding Tenant's\nbusiness, which has been or shall be furnished to Landlord, is and shall be\naccurate and complete at the time of delivery to Landlord. If Landlord signs as\na corporation each of the persons executing this Lease on behalf of Landlord\ndoes hereby covenant and warrant that Landlord is a duly authorized and existing\ncorporation, that Landlord has and is qualified to do business in California,\nthat the corporation has full right and authority to enter into this Lease, and\nthat each and both of the persons signing on behalf of the corporation were\nauthorized to do so. Upon Tenant's request, Landlord shall provide Tenant with\nevidence reasonably satisfactory to Tenant confirming the foregoing covenants\nand warranties.\n\n        33. PARKING. Tenant shall have the right to use the number of parking\nspaces located in the Project Garage as specified in the Basic Lease Information\n(which number of required parking spaces [subject to all limitations,\nrestrictions and requirements set forth in this Paragraph 33] shall be defined\nas the \"Minimum Parking\") in common with other tenants or occupants of the\nProject, if any, subject to (i) the City Parking Rights, (ii) the Parking REA,\n(iii) the Initial CC&Rs, and (iv) any other CC&Rs, other Encumbrances and rules\nand regulations of Landlord for the Project Garage which may be established or\naltered by Landlord at any time or from time to time during the Term. Landlord\nrepresents and warrants to Tenant that the number of parking spaces constructed\nby Landlord in connection with the Initial Development of the Project shall be\nequal to or greater than the minimum number required by the City of Sunnyvale\nfor the Project, and that Landlord will not thereafter voluntarily reduce the\nnumber of parking spaces available to the Project below such minimum number\nexcept as may be required by Law, development or land use requirements of the\nCity, or in connection with condemnation. A portion of Tenant's Minimum Parking\nshall consist of eighty (80) reserved parking spaces located in the portion of\nthe Project Garage in the area closest to the elevator and stairs leading to the\nBuilding, provided that other than marking and striping the appropriate number\nof parking spaces as designated for Tenant's use, Landlord shall not be\nobligated to enforce Tenant's exclusive right to the Minimum Parking provided in\nthis Paragraph 33. Landlord shall deliver any required notice pursuant to the\nCC&Rs with respect to the designation of such reserved parking spaces. Landlord\nmay, at its option, install a security gate and\/or other access devices for the\nProject Garage (although Landlord shall not be obligated to do so and may\ndiscontinue it at any time during the Term), and Landlord shall provide parking\npasses and\/or access keys or cards for the number of parking spaces included in\nTenant's Minimum Parking; provided that such items are provided to Tenant solely\nfor use by Tenant, and may not be transferred, assigned (except in connection\nwith an assignment of this Lease), or subleased (except in connection with a\nsublease of this Lease and then in proportion to the space sublet) without\nLandlord's prior written approval. No charge or fee (other than the Rent payable\nhereunder) shall be imposed in exchange for the right of Tenant and its agents,\nemployees, contractors and invitees to have access to or from, or to park in,\nthe Minimum Parking (except for Tenant's liability for Expenses, as set forth in\nSubparagraph 3(c)) for the Term; provided that Landlord, at its sole election,\nmay charge for the use of parking spaces in the Project Garage in excess of the\nMinimum Parking, provided that any funds collected by Landlord for parking in\nthe Project (other than pursuant to the Parking REA and\/or leases with respect\nto the Project except to the extent such costs were included previously in\nExpenses already paid by Tenant pursuant to Paragraph 3(c)) shall be applied to\nreduce the Project Common Expenses attributable to operation of the Parking\nGarage. Tenant shall comply, and shall use best efforts to cause Tenant's\nemployees, visitors and invitees to\n\n\n                                       36\n   42\n\ncomply, with all rules and regulations prescribed by Landlord from time to time\nfor the Project Garage and any other parking, including any rules, regulations,\nrestrictions, limitations and\/or requirements in connection with the City\nParking Rights.\n\n        34. MISCELLANEOUS.\n\n               (a) DEFINED TERMS. The term \"Premises\" wherever it appears herein\nincludes and shall be deemed or taken to include (except where such meaning\nwould be clearly repugnant to the context) the space demised and improvements\nnow or at any time hereafter comprising or built in the space hereby demised.\nThe paragraph headings herein are for convenience of reference and shall in no\nway define, increase, limit or describe the scope or intent of any provision of\nthis Lease. The term \"Landlord\" shall include Landlord and its successors and\nassigns. In any case where this Lease is signed by more than one person, the\nobligations hereunder shall be joint and several. The term \"Tenant\" or any\npronoun used in place thereof shall indicate and include the masculine or\nfeminine, the singular or plural number, individuals, firms or corporations, and\ntheir and each of their respective successors, executors, administrators, and\npermitted assigns, according to the context hereof.\n\n               (b) GENERAL PROVISIONS. Time is of the essence of this Lease and\nall of its provisions. This Lease shall in all respects be governed by the laws\nof the State of California. This Lease, together with its exhibits, contains all\nthe agreements of the parties hereto and supersedes any previous negotiations.\nThere have been no representations made by the Landlord or Tenant or\nunderstandings made between the parties other than those set forth in this Lease\nand its exhibits. This Lease may not be modified except by a written instrument\nby the parties hereto.\n\n               (c) SEVERABILITY. If for any reason whatsoever any of the\nprovisions hereof shall be unenforceable or ineffective, all of the other\nprovisions shall be and remain in full force and effect.\n\n               (d) QUIET ENJOYMENT. Upon Tenant paying the Monthly Base Rent and\nAdditional Charges and performing all of Tenant's obligations under this Lease,\nTenant shall have quiet and peaceful enjoyment of the Premises during the Term\nas against all persons or entities lawfully claiming by, through or under\nLandlord; subject, however, to the provisions of this Lease.\n\n        35. TENANT'S REMEDIES. If any default hereunder by Landlord is not cured\nwithin the applicable cure period provided in Paragraph 19(c) (including any\nMortgagee's additional cure period), Tenant's exclusive remedies shall be (i) an\naction for specific performance, or (ii) an action for actual damages. Tenant\nshall look solely to Landlord's interest in the Building (including, but not\nlimited to, net proceeds obtained by Landlord from any sale of any portion of\nthe Building) for the recovery of any judgment from Landlord. Landlord, or if\nLandlord is a partnership its partners whether general or limited, or if\nLandlord is a corporation its directors, officers or shareholders, or if\nLandlord is a limited liability company its members or managers, shall never be\npersonally liable for any such judgment. Any lien obtained to enforce such\njudgment and any levy of execution thereon shall be subject and subordinate to\nany Mortgage (excluding any Mortgage which was created as part of an effort to\ndefraud creditors, i.e., a fraudulent conveyance); provided, however that any\nsuch judgement and any such levy of execution thereon shall not be subject or\nsubordinated to any Mortgage that is created or recorded in the official records\nof the county in which the Project is located after the date of the judgement\ngiving rise to such lien. Landlord's interest in the Project shall include any\ninsurance proceeds received by Landlord which are not controlled by any\nMortgagee or other lender. Tenant hereby waives the benefit of any Laws granting\nit (A) the right to perform Landlord's obligations, or (B) the right to\nterminate this Lease or withhold Rent on account of any Landlord default,\nincluding, without limitation, Sections 1932(1), 1941 and 1942 of the California\nCivil Code.\n\n        36. REAL ESTATE BROKERS. Each party represents that it has not had\ndealings with any real estate broker, finder or other person with respect to\nthis Lease in any manner, except for any broker named in the Basic Lease\nInformation, whose fees or commission, if earned, shall be paid as provided in\nthe Basic Lease Information. Each party shall hold harmless the other party from\nall damages resulting from any claims that may be asserted\n\n                                       37\n   43\n\nagainst the other party by any other broker, finder or other person with whom\nthe other party has or purportedly has dealt.\n\n        37. LEASE EFFECTIVE DATE. Submission of this instrument for examination\nor signature by Tenant does not constitute a reservation of or option for lease,\nand it is not effective as a lease or otherwise until execution and delivery by\nboth Landlord and Tenant.\n\n        38. SIGNAGE. To the extent approved by the City of Sunnyvale and other\napplicable governmental authorities, Tenant shall be allowed to use a\nproportionate share (based on Tenant's Share) of the Building's share of any\nProject monument signage, and to install exterior signage and signage in the\nlobby of the Building, subject to this Paragraph 38. Other than signage rights\nfor the benefit of Excluded Space (which Landlord shall grant to the tenant(s)\nof the Excluded Space in Landlord's discretion), Tenant shall have exclusive\nrights to exterior Building signage so long as Tenant leases more than\nseventy-five percent (75%) of the Building. Tenant shall be responsible for the\ncosts related to such signage. All such signage shall be in conformity with\nstandards provided by Landlord. All such signage shall be subject to further\napproval from Landlord of the exact number, size, location and materials\ntherefor (which consent shall not be unreasonably withheld, delayed or\nconditioned), approval from the City of Sunnyvale (which shall be Tenant's\nresponsibility to obtain, at Tenant's cost) and compliance with applicable\ngovernmental restrictions, including but not limited to, ordinances of the\napplicable city (at Tenant's cost).\n\n        39. HAZARDOUS SUBSTANCE LIABILITY. Tenant has received from Landlord a\ncopy of the Phase I and Screening Level Phase II Environmental Assessment of the\n4.5 Acre Parking Lot Located at South Mathilda Avenue and West Washington\nAvenue, Sunnyvale, California, dated August 13, 1999, prepared by McLaren \/Hart\nInc. (the \"Environmental Report\").\n\n               (a) DEFINITION OF HAZARDOUS SUBSTANCES. For the purpose of this\nLease, \"Hazardous Substances\" shall be defined, collectively, as oil, flammable\nexplosives, asbestos, radioactive materials, hazardous wastes, toxic or\ncontaminated substances or similar materials, including, without limitation, any\nsubstances which are \"hazardous substances,\" \"hazardous wastes,\" \"hazardous\nmaterials\" or \"toxic substances\" under applicable environmental laws, ordinance\nor regulation.\n\n               (b) TENANT INDEMNITY. Tenant releases Landlord from any liability\nfor, waives all claims against Landlord and shall indemnify, defend and hold\nharmless Landlord, its employees, partners, agents, subsidiaries and affiliate\norganizations against any and all claims, suits, loss, costs (including costs of\ninvestigation, clean up, monitoring, restoration and reasonable attorneys'\nfees), damage or liability, whether foreseeable or unforeseeable, by reason of\nproperty damage (including diminution in the value of the property of Landlord),\npersonal injury or death directly arising from or related to Hazardous\nSubstances released, manufactured, discharged, disposed, used or stored on, in,\nor under the Project or Premises during the Term by any Tenant Parties. The\nprovisions of this Tenant Indemnity regarding Hazardous Substances shall survive\nthe termination of the Lease.\n\n               (c) LANDLORD INDEMNITY. Landlord releases Tenant from any\nliability for, waives all claims against Tenant and shall indemnify, defend and\nhold harmless Tenant, its officers, employees, and agents to the extent of\nLandlord's interest in the Project, against any and all actions by any\ngovernmental agency for clean up of Hazardous Substances on or under the\nProject, including costs of legal proceedings, investigation, clean up,\nmonitoring, and restoration, including reasonable attorney fees, if, and to the\nextent, arising from the presence of Hazardous Substances on, in or under the\nProject or Premises, except to the extent caused by the release, disposal, use\nor storage of Hazardous Substances in, on or about the Premises by any Tenant\nParties. The provisions of this Landlord Indemnity regarding Hazardous\nSubstances shall survive the termination of the Lease.\n\n               (d) LIMITED USE. Tenant has informed Landlord that, except for\nvery immaterial amounts of toxic materials incidental to its office use (e.g..\ncopier toner), Tenant will not use any Hazardous Substances in material amounts\nwithin the Building and shall comply with any applicable laws to the extent that\nit does. Tenant shall not use any other Hazardous Substances within the Building\nor Project without the prior written consent of Landlord and any Mortgagee;\nprovided that Landlord shall not unreasonably withhold its consent to such use\nof\n\n                                       38\n   44\n\nother Hazardous Substances if the type of Hazardous Substances and level of use\nof Hazardous Substances is consistent with typical office uses; provided\nfurther, however, that Landlord may withhold its consent in its sole discretion\nif such use could, in Landlord's reasonable discretion, result in (I) a\nviolation of Laws, the DDA, the CC&Rs, the Parking REA, any other Encumbrance,\nor any Mortgage, or (II) diminution in the value of the Project or the Building,\nor (III) increased liability of Landlord, its affiliates, principals, employees\nor other tenants under any Laws, any Mortgage, any lease or otherwise.\n\n        40. SATELLITE ANTENNAE. During the Term of this Lease, Tenant shall have\nthe right, subject to relevant regulatory approvals, availability of space\nwithin the roofscreen (provided that Tenant's share of the space available\nwithin the roofscreen and allocated by Landlord for installation of Antennae\nshall be in the same proportion to other tenants within the Building as the\nRentable Area bears to the total rentable area in the Building), and Landlord's\nconsent (with Landlord's consent not to be unreasonably withheld, conditioned or\ndelayed), to install satellite antennae and similar telecommunications systems\nand equipment (\"Antennae\") on the roof of the Building in a location\nsatisfactory to both Landlord and Tenant. Without otherwise limiting the\ncriteria upon which Landlord may withhold its consent to any proposed Antennae,\nif Landlord withholds its consent due to concerns regarding the appearance of\nthe Antennae or the impact on structural aspects of the Building, such\nwithholding of consent shall be presumptively reasonable. Tenant shall not be\ncharged additional rent for roof space. Prior to submitting any plans to the\nCity of Sunnyvale or proceeding with any installation of the Antennae, Tenant\nshall submit to Landlord elevations and specifications for the Antennae. Tenant\nshall install the Antennae at its sole expense and shall be responsible for any\ndamage caused by the installation of the Antennae or related to the Antennae. At\nthe end of the Term, Tenant shall remove the Antennae from their locations and\nrepair any damage caused by such removal.\n\n        41. OPTION TO RENEW. Upon condition that (i) no Default is continuing\nunder this Lease at the time of exercise or at the commencement of the option\nterm, and (ii) Tenant continues to physically occupy more than fifty percent\n(50%) of the Rentable Area of the Premises, then Tenant shall have the right to\nextend the Term for one (1) period of six (6) years (the \"Extension Term\")\nfollowing the initial Expiration Date, by giving written notice (\"Exercise\nNotice\") to Landlord at least eighteen (18) months prior to the Expiration of\nthe Initial Term.\n\n        42. RENT DURING EXTENSION TERM. The initial Monthly Base Rent (subject\nto Paragraph 3(b)) during the six (6) year Extension Term shall be the greater\nof the Base Rent paid during the last month of the Initial Term or the Fair\nMarket Rental Value for the Premises as of the commencement of the option term,\nas determined below:\n\n               (a) Within thirty (30) days after receipt of Tenant's Exercise\nNotice, Landlord shall notify Tenant of Landlord's estimate of the Fair Market\nRental Value for the Premises, as determined below, for determining Monthly Base\nRent during the Extension Term; provided, however, if Tenant's Exercise Notice\nis given more than eighteen (18) months before the Expiration Date, Landlord's\nestimate of Fair Market Rental Value may, but need not be given more than\neighteen (18) months before the Expiration Date. Within ten (10) business days\nafter receipt of such notice from Landlord, Tenant shall notify Landlord in\nwriting that it (i) agrees with such rental rate or (ii) disagrees with such\nrental rate. If Tenant fails to respond within such ten (10) business day\nperiod, Landlord shall deliver to Tenant a second notice setting forth\nLandlord's estimate of Fair Market Rental Value, and failure of Tenant to\nrespond within five (5) business days after receipt of Landlord's second notice\nshall constitute Tenant's agreement with Landlord's estimate of Fair Market\nRental Value. In the event that Tenant disagrees with Landlord's estimate of\nFair Market Rental Value for the Premises, then the parties shall meet and\nendeavor to agree within fifteen (15) days after Landlord receives Tenant's\nnotice described in the immediately preceding sentence. If the parties cannot\nagree upon the Fair Market Rental Value within said fifteen (15) day period,\nthen the parties shall submit the matter to binding appraisal in accordance with\nthe following procedure except that in any event neither party shall be\nobligated to start such procedure sooner than eighteen (18) months before the\nexpiration of the Lease Term. Within fifteen (15) days of the conclusion of the\nperiod during which the two parties fail to agree (but not sooner than eighteen\n(18) months before the expiration of the Lease Term), the parties shall either\n(i) jointly appoint an appraiser for this purpose or (ii) failing this joint\naction, each separately designate a disinterested appraiser. No person shall be\nappointed or designated an appraiser unless such person has at least five (5)\nyears experience in appraising major commercial property in Santa Clara County\nand is a member of a recognized society of real estate appraisers. If within\nthirty (30) days after the appointment, the two appraisers reach agreement on\nthe Fair Market\n\n                                       39\n   45\n\nRental Value for the Premises, that value shall be binding and conclusive upon\nthe parties. If the two appraisers thus appointed cannot reach agreement on the\nFair Market Rental Value for the Premises within thirty (30) days after their\nappointment, then the appraisers thus appointed shall appoint a third\ndisinterested appraiser having like qualifications within five (5) days. If\nwithin thirty (30) days after the appointment of the third appraiser a majority\nof the appraisers agree on the Fair Market Rental Value of the Premises, that\nvalue shall be binding and conclusive upon the parties. If within thirty (30)\ndays after the appointment of the third appraiser a majority of the appraisers\ncannot reach agreement on the Fair Market Rental Value for the Premises, then\nthe three appraisers shall each simultaneously submit their independent\nappraisal to the parties, the appraisal farthest from the median of the three\nappraisals shall be disregarded, and the mean average of the remaining two\nappraisals shall be deemed to be the Fair Market Rental Value for the Premises\nand shall be binding and conclusive upon the parties. Each party shall pay the\nfees and expenses of the appraiser appointed by it and shall share equally the\nfees and expenses of the third appraiser. If the two appraisers appointed by the\nparties cannot agree on the appointment of the third appraiser, they or either\nof them shall give notice of such failure to agree to the parties and if the\nparties fail to agree upon the selection of such third appraiser within ten (10)\ndays after the appraisers appointed by the parties give such notice, then either\nof the parties, upon notice to the other party, may request such appointment by\nthe American Arbitration Association or, on it failure, refusal or inability to\nact, may apply for such appointment to the presiding judge of the Superior Court\nof Santa Clara County, California.\n\n               (b) Wherever used throughout this Paragraph (Rent during\nExtension Term) the term \"Fair Market Rental Value\" shall mean the fair market\nrental value of the Premises, using as a guide the rate of monthly base rent\nwhich would be charged during the Extension Term in the Mid-Peninsula area for\ncomparable high image, Class A office space in comparable condition, of\ncomparable quality, as of the time that the Extension Term commences, with\nappropriate adjustments regarding taxes, insurance and operating expenses as\nnecessary to insure comparability to this Lease, as the case may be, and also\ntaking into consideration amount and type of parking, location, the existence of\nany leasehold improvements (regardless of who paid for them and with the\nassumption, for purposes of determining the Fair Market Rental Value, that they\nare fully usable by Tenant), proposed term of lease, amount of space leased,\nextent of service provided or to be provided, and any other relevant terms or\nconditions (including consideration of whether or not the monthly base rent is\nfixed).\n\n               (c) In the event of a failure, refusal or inability of any\nappraiser to act, his successor shall be appointed by the party who originally\nappointed him, but in the case of the third appraiser, his successor shall be\nappointed in the same manner as provided for appointment of the third appraiser.\n\n               (d) The appraisers shall render their appraisals in writing with\ncounterpart copies to Landlord and Tenant. The appraisers shall have no power to\nmodify the provisions of this Lease.\n\n               (e) To the extent that a binding appraisal has not been completed\nprior to the expiration of any preceding period for which Monthly Base Rent has\nbeen determined, Tenant shall pay Monthly Base Rent at the rate estimated by\nLandlord, with an adjustment to be made once Fair Market Rental Value is\nultimately determined by binding appraisal. In no event shall any such\nadjustment result in a decrease of the Monthly Base Rent for the Premises below\nthe amount payable by Tenant as of the period immediately preceding the ensuing\nExtension Term.\n\n               (f) From and after the commencement of the Extension Term, all of\nthe other terms, covenants and conditions of the Lease shall also apply.\n\n        43. SECURITY DEPOSIT.\n\n               (a) OBLIGATIONS SECURED. Simultaneously with Tenant's execution\nof this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable,\ntransferable letter of credit (the \"Letter of Credit\"), in an amount equal to\nthe \"Required Amount\" (defined in Paragraph 43(d) below) and satisfying the\nrequirements set forth in Paragraph 43(b) below. The Letter of Credit shall\nsecure the Tenant's obligations under this Lease.\n\n                                       40\n   46\n\n               (b) REQUIREMENTS OF LETTER OF CREDIT. The Letter of Credit shall\nbe issued by a financial institution acceptable to Landlord and any Mortgagee,\nin their respective sole discretion, and in form and substance acceptable to\nLandlord and any Mortgagee, in the reasonable exercise of their respective\ndiscretion, with an original term of no less than one year and automatic\nextensions through the end of the Initial Term of this Lease and sixty (60) days\nthereafter (the \"Letter of Credit\"). Landlord shall not unreasonably withhold\nits approval of such a financial institution if it is a national bank, or a bank\nbranch located in the United States (with an office in the United States\nallowing the Letter of Credit to be presented to and paid by such office\npursuant to procedures acceptable to Landlord in its reasonable discretion) with\nassets of the issuing bank or bank branch in excess of Twenty Billion Dollars\n($20,000,000,000). If Landlord determines at any time, in good faith, that\neither (I) the issuing bank or bank branch has assets of less than Twenty\nBillion Dollars ($20,000,000,000), or (II) the issuing bank or bank branch has\nor intends to close or cease operations from the issuing bank branch, then\nLandlord may require that Tenant replace the Letter of Credit with a Letter of\nCredit from a different financial institution acceptable to Landlord, in the\nreasonable exercise of its discretion, within ten (10) business days after\nTenant's receipt of notice of such requirement from Landlord. The Letter of\nCredit shall (i) be a stand-by, at-sight, irrevocable letter of credit; (ii) be\npayable to Landlord, its Mortgagee or their assignees (any of the foregoing, the\n\"Beneficiary\"); (iii) require that any draw on the Letter of Credit shall be\nmade only upon receipt by the issuer of a letter signed by a purported\nauthorized representative of the Beneficiary certifying that the Beneficiary is\nentitled to draw on the Letter of Credit pursuant to this Lease; (iv) allow\npartial draws; and (v) provide that it is governed by the Uniform Customs and\nPractice for Documentary Credits (1993 revisions) or the International Standby\nPractices (ISP 98). Tenant shall keep the Letter of Credit, at its expense, in\nfull force and effect until the sixtieth (60th) day after the Expiration Date or\nother termination of this Lease, to insure the faithful performance by Tenant of\nall of the covenants, terms and conditions of this Lease, including, without\nlimitation, Tenant's obligations to repair, replace or maintain the Premises.\nThe Letter of Credit shall provide at least thirty (30) days' prior written\nnotice to Landlord and the Beneficiary of cancellation or material change\nthereof.\n\n               (c) DRAWS ON LETTER OF CREDIT.\n\n                      (i) PARTIAL DRAW. At any time after a Default occurs under\n        the Lease, and provided that no \"Draw Event\" (as defined below) has then\n        occurred, the Beneficiary may present its written demand for payment of\n        a portion of the amount of the Letter of Credit as is required to\n        compensate Landlord for damages incurred as a result of such Default,\n        and the funds so obtained from the Letter of Credit shall become due and\n        payable to the Beneficiary.\n\n                      (ii) FULL DRAW. At any time after a Draw Event occur, the\n        Beneficiary may present its written demand for payment of the entire\n        face amount of the Letter of Credit (or, at the Beneficiary's sole\n        election, for payment of a portion of the amount of the Letter of Credit\n        as is required to compensate Landlord for damages incurred, with\n        subsequent demands at the Beneficiary's sole election as Landlord incurs\n        further damages) and the funds so obtained shall become due and payable\n        to the Beneficiary. The Beneficiary may retain such funds to the extent\n        required to compensate Landlord for damages incurred, or to reimburse\n        Landlord as provided herein, in connection with any such Default or\n        other Draw Event, and any remaining funds shall be held as a cash\n        security deposit.\n\n                      (iii) \"DRAW EVENT\" DEFINED. A \"Draw Event\" shall mean any\n        of the following: (I) Tenant does not replace the Letter of Credit with\n        a new Letter of Credit in the full Required Amount within ten (10) days\n        after Landlord makes a partial draw thereon in connection with a Default\n        pursuant to Paragraph 43(c)(i); (II) Tenant is the subject of an\n        Insolvency Proceeding; (III) the Lease is terminated by Landlord due to\n        a Tenant Default; (IV) the Letter of Credit is not replaced with a\n        Letter of Credit from a different financial institution if and when\n        required by Paragraph 43(b); (V) the Letter of Credit is not extended\n        within thirty (30) days prior to its expiration; and (VI) a Default\n        occurs under this Lease at a time when Tenant is in \"Chronic Default\"\n        (as defined below). Tenant shall be in \"Chronic Default\" under this\n        Lease at any time that Landlord has delivered a notice of Tenant's\n        failure to perform any of its obligations hereunder and\/or assessed a\n        late charge pursuant to Paragraph 3(d) during the previous six months,\n        or more than two (2) times during the previous twenty-four (24) months,\n        regardless in each case of whether such failure was cured by Tenant\n        within any applicable grace or cure period; provided, however, that any\n        such\n\n                                       41\n   47\n\n        notice of failure to perform relating to a non-monetary failure to\n        perform which was disputed, in good faith, by Tenant and ultimately\n        determined (by agreement of the parties, arbitration or judicial action)\n        not to be a violation of this Lease shall not be considered for purposes\n        of determining whether such condition has been met.\n\n                      (iv) REPLACEMENT AFTER DRAW. If Landlord or the\n        Beneficiary uses any portion of the Letter of Credit, or the cash\n        security deposit resulting from a draw on the Letter of Credit, to cure\n        any Default by Tenant hereunder and\/or for any other reason permitted or\n        contemplated by this Paragraph 43, Tenant shall provide a replacement\n        Letter of Credit in the Required Amount within ten (10) days of notice\n        from Landlord or the Beneficiary, and Tenant's failure to do so shall be\n        a Default hereunder without benefit of grace or cure periods. Any unused\n        portion of the funds so obtained by Landlord or the Beneficiary shall be\n        returned to Tenant upon replacement of the Letter of Credit in the full\n        Required Amount.\n\n               (d) REQUIRED AMOUNT. The term \"Required Amount\" initially shall\nmean Fourteen Million Three Hundred Thirty-Five Thousand Dollars ($14,335,000);\nprovided, however, that if the TI Required Amount (as defined in the Work\nLetter) is decreased as provided in Paragraph 13(e) of the Work Letter, the\namount of such decrease shall be added to the Required Amount of the Letter of\nCredit, and Tenant shall deliver to the Beneficiary either an amendment to the\nLetter of Credit or a replacement Letter of Credit in the increased Required\nAmount simultaneously with delivery of the amendment or replacement with respect\nto the reduced TI Letter of Credit. The Required Amount of the Letter of Credit\nmay be reduced under the following circumstances:\n\n                      (i) AFTER FIRST ANNIVERSARY. Tenant shall be entitled to\n        reduce the Letter of Credit to Ten Million Seven Hundred Fifty-One\n        Thousand Dollars ($10,751,000), and such reduced amount shall be the\n        \"Required Amount\" under this Paragraph 43 if, at any time after the\n        first anniversary of the Commencement Date, (A) Tenant can establish to\n        Landlord's reasonable satisfaction that Tenant has met or exceeded the\n        \"First Anniversary Performance Hurdles\" (as defined below) for six (6)\n        consecutive quarters, all as determined in accordance with GAAP and as\n        reflected on certified, audited financial statements; (b) Tenant is not\n        in Default (and no event has occurred which, with the passage of time or\n        giving of notice or both, would constitute a Default) under this Lease\n        as of the date the Letter of Credit is reduced, and (c) Tenant is not in\n        Chronic Default under this Lease as of the date the Letter of Credit is\n        reduced. The \"First Anniversary Performance Hurdles\" shall be defined as\n        all of the following: (I) Minimum quarterly revenue of [*] (excluding\n        Extraordinary One Time Charges, Stock Compensation Expenses and\n        Goodwill), with an annual increase of [*]; (II) Minimum Pre-tax Profit\n        equal to [*] of sales per quarter (excluding Extraordinary One Time\n        Charges, Stock Compensation Expenses and Goodwill); (III) Minimum cash\n        balances of [*], which include an unrestricted amount of [*]; and (IV)\n        Minimum Net Equity of [*] (excluding Extraordinary One Time Charges,\n        Stock Compensation Expenses and Goodwill), with an annual increase of\n        [*].\n\n                      (ii) AFTER SECOND ANNIVERSARY. Tenant shall be entitled to\n        reduce the Required Amount of the Letter of Credit to Seven Million One\n        Hundred Sixty-Eight Thousand Dollars ($7,168,000), and such reduced\n        amount shall be the \"Required Amount\" under this Paragraph 43, if, at\n        any time after the second anniversary of the Commencement Date, (A)\n        Tenant can establish to Landlord's reasonable satisfaction that Tenant\n        has met or exceeded the \"First Anniversary Performance Hurdles\" (as\n        defined below) for two (2) consecutive years, all as determined in\n        accordance with GAAP and as reflected on certified, audited financial\n        statements; (b) Tenant is not in Default (and no event has occurred\n        which, with the passage of time or giving of notice or both, would\n        constitute a default) under this Lease as of the date the Letter of\n        Credit is reduced, and (c) Tenant is not in Chronic Default under this\n        Lease as of the date the Letter of Credit is reduced.\n\n                      (iii) ANNUALLY ON OR AFTER SEVENTH ANNIVERSARY. Tenant\n        shall be entitled to reduce the Required Amount of the Letter of Credit\n        on each of the seventh through eleventh anniversaries of the\n        Commencement Date in the amount of one-sixth (1\/6th) of the Required\n        Amount (as it exists as of\n\n[*] Confidential treatment has been requested for certain portions of this \n    document pursuant to an application for confidential treatment sent to the \n    Securities and Exchange Commission. Such portions are omitted from this \n    filing and are filed separately with the Securities and Exchange Commission.\n\n                                       42\n   48\n\n        the sixth anniversary of the Commencement Date) on each such\n        anniversary, and such reduced amount from time to time shall be the\n        \"Required Amount\" under this Paragraph 43, so long as (i) Tenant is not\n        in Default (and no event has occurred which, with the passage of time or\n        giving of notice or both, would constitute a Default) under this Lease\n        on such anniversary date, and (ii) Tenant is not in Chronic Default\n        under this Lease on such anniversary date.\n\n                (e) RETURN OF LETTER OF CREDIT.\n\n                      (i) REQUIREMENT FOR RETURN. The Letter of Credit shall be\n        returned to Tenant if, at any time after the third anniversary of the\n        Commencement Date, Tenant (A) can establish to Landlord's reasonable\n        satisfaction that Tenant has met or exceeded the \"Third Anniversary\n        Performance Hurdles\" (as defined below) for three (3) consecutive years,\n        all as determined in accordance with GAAP and as reflected on certified,\n        audited financial statements; (b) is not in Default (and no event has\n        occurred which, with the passage of time or giving of notice or both,\n        would constitute a default) under this Lease as of the date the Letter\n        of Credit is returned to Tenant; and (c) is not in Chronic Default under\n        this Lease as of the date the Letter of Credit is returned to Tenant.\n        The \"Third Anniversary Performance Hurdles\" shall be defined as all of\n        the following: (I) Minimum annual revenue of [*] (excluding\n        Extraordinary One Time Charges, Stock Compensation Expenses and\n        Goodwill), with an annual increase of [*]; (II) Minimum Pre-tax Profit\n        of [*] of annual revenue (excluding Extraordinary One Time Charges,\n        Stock Compensation Expenses and Goodwill); (III) Minimum cash balances\n        of [*], which include an unrestricted amount of [*]; and (IV) Minimum\n        Net Equity of [*] (excluding Extraordinary One Time Charges, Stock\n        Compensation Expenses and Goodwill), with an annual increase of [*].\n        After return of the Letter of Credit, Tenant shall provide Landlord with\n        certified, audited quarterly financial statements, no later than thirty\n        (30) days after the expiration of each fiscal quarter, that set forth\n        Tenant's quarterly revenues, quarterly pre-tax profit, cash balance at\n        the end of such quarter, and net equity at the end of such quarter.\n        Failure by Tenant to timely deliver any such quarterly financial\n        statement shall be a Default without benefit of grace or cure periods.\n\n                      (ii) REVIVAL OF LETTER OF CREDIT REQUIREMENT. Following\n        any return of the Letter of Credit pursuant to Paragraph 43(e)(i), if\n        any quarterly financial statement delivered to Landlord pursuant to\n        Paragraph 43(e)(i) reveals a \"Deterioration in Financial Performance\"\n        (as defined below) by Tenant, within ten (10) days after delivery of\n        such financial statement Tenant shall deliver to Landlord a Letter of\n        Credit in the Required Amount equal to Monthly Base Rent plus Additional\n        Rent for Expenses for the previous three months, and notwithstanding any\n        other provisions of this Paragraph 43, such Letter of Credit shall not\n        be reduced or released during the Term of this Lease. \"Deterioration in\n        Financial Performance\" shall be evidenced by two consecutive quarterly\n        financial statements that report any two of the following four items:\n        (I) Quarterly Revenues of less than [*] (excluding Extraordinary One\n        Time Charges, Stock Compensation Expenses and Goodwill); (II) Quarterly\n        Pre-Tax Profit of less than [*] (excluding Extraordinary One Time\n        Charges, Stock Compensation Expenses and Goodwill); (III) a Cash balance\n        of less than [*], or including an unrestricted amount of less than [*];\n        and (IV) Net Equity of less than [*] (excluding Extraordinary One Time\n        Charges, Stock Compensation Expenses and Goodwill).\n\n               (f) ASSIGNMENT OF LETTER OF CREDIT\/MORTGAGEE. Landlord shall be\nentitled to assign the Letter of Credit and its rights thereto from time to time\nin connection with an assignment of this Lease to a Mortgagee as security for\nthe obligations of Landlord to such Mortgagee, or in connection with a sale or\nother transfer of Landlord's interest in all or a portion of the Project\n(provided that, in each instance, Landlord pays any bank fees associated with\nany transfer of the Letter of Credit). Tenant shall cooperate with Landlord in\nconnection with any modifications of or amendments to the Letter of Credit that\nmay be reasonably requested by any Mortgagee\n\n\n\n[*] Confidential treatment has been requested for certain portions of this \n    document pursuant to an application for confidential treatment sent to the \n    Securities and Exchange Commission. Such portions are omitted from this \n    filing and are filed separately with the Securities and Exchange Commission.\n\n\n                                       43\n   49\n\nand\/or in connection with any such assignment. At Landlord's sole election,\nLandlord may also direct Tenant to cause the Letter of Credit to directly name a\nMortgagee as the sole beneficiary thereunder.\n\n               (g) CONVERSION OF DEPOSIT TO LOAN. Landlord and Tenant\nacknowledge and agree that, if Tenant defaults under this Lease and fails to\nfully cure such default within the applicable cure period and Landlord elects to\npursue its remedies under California Civil Code Section 1951.2 or under this\nLease to terminate this Lease (any such event, a \"Landlord Action\"), (i)\nLandlord will incur certain damages, costs and expenses, including, without\nlimitation, marketing costs, commissions, relocation costs, tenant improvement\ncosts, and carrying costs in connection with releasing the Premises, in addition\nto the other damages, costs and expenses Landlord may incur as a result of such\ndefault and\/or other defaults under this Lease (all of the foregoing\ncollectively, \"Default Damages\"); (ii) Landlord has no assurance of a source of\nfunds to cover such Default Damages other than the proceeds of the Letter of\nCredit (or cash collateral); and (iii) the proceeds of the Letter of Credit (or\ncash collateral) should be available to Landlord to apply to Default Damages,\neven if the amount thereof exceeds that amount to which Landlord is ultimately\ndetermined to be entitled under this Lease and pursuant to applicable law.\nAccordingly, at the sole election of the Beneficiary, the Beneficiary shall be\nentitled to draw the full amount of the Letter of Credit (or the full amount of\ncash collateral shall be released to the Beneficiary) which is then existing\n(after any previous application of funds by Landlord or the Beneficiary and\/or\nreplenishment by Tenant pursuant to this Paragraph 43), simultaneously with\ncommencement of a Landlord Action or at any time thereafter. All proceeds\nthereof in excess of amounts applied (pursuant to Paragraph 43(c)) to Default\nDamages incurred by Landlord prior to commencement of the Landlord Action shall\nbe deemed a loan from Tenant to Landlord (the \"Default Loan\"). The Default Loan\nshall be unsecured and shall not bear interest, and repayment thereof shall be\nlimited to the terms and conditions set forth in this paragraph. Any sums to\nwhich Landlord from time to time becomes entitled hereunder and pursuant to law\nas a result of Tenant's Default and any previous Defaults of the Lease, to which\nthe Letter of Credit (or cash collateral) has not previously been applied\npursuant to Paragraph 43(c), shall be offset against the principal balance of\nthe Loan. The amount of the Default Loan remaining, if any, after such offset\nshall be referred to herein as the \"Excess Amount.\" The Excess Amount shall be\npayable by Landlord to Tenant from, and only from, first any proceeds from the\nLetter of Credit (or cash collateral) which have not been applied to Default\nDamages incurred by Landlord after the same are finally determined (the\n\"Remaining Proceeds\"), and then Excess Rent. The Remaining Proceeds shall be\npaid by Landlord to Tenant promptly upon final determination after the entire\nPremises are leased to a third party or parties \"Excess Rent\" shall mean the\namount by which (x) rent received by Landlord (from the tenant or tenants\nleasing all or any portion of the Premises after Tenant's default) in any month\nexceeds (y) the amount of rent that would have been payable under this Lease for\nsuch month if this Lease had not been terminated. Landlord shall pay Tenant\none-half of the Excess Rent until the earlier of (A) the date the Excess Amount\nis fully repaid or (B) the date that would have been the Expiration Date of this\nLease. Any remaining balance of the Default Loan on such date shall be deemed\nforgiven. If the Default Loan is insufficient to cover all Default Damages,\nTenant shall pay Landlord any such shortfall immediately upon demand by\nLandlord, and Landlord shall have all rights and remedies available at law or\nelsewhere in the Lease with respect to such shortfall.\n\n        44. ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF THE MATTERS\nEXPRESSLY MADE SUBJECT TO ARBITRATION PURSUANT TO THIS LEASE SHALL BE SETTLED BY\nARBITRATION CONDUCTED IN SAN MATEO OR SANTA CLARA COUNTY, CALIFORNIA, IN\nACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION,\nAND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY\nCOURT HAVING JURISDICTION. THE PREVAILING PARTY IN SUCH ARBITRATION SHALL BE\nENTITLED TO ATTORNEYS' FEES AND COSTS. \"PREVAILING PARTY\" SHALL MEAN THAT PARTY\nWHO RECEIVES SUBSTANTIALLY THE RELIEF REQUESTED, WHETHER BY SETTLEMENT OR\nJUDGMENT.\n\nNOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE\nARISING OUT OF MATTERS EXPRESSLY MADE SUBJECT TO ARBITRATION PURSUANT TO THIS\nLEASE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE\nGIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT\nOR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL\nRIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN\nTHE\n\n                                       44\n   50\n\n\"ARBITRATION OF DISPUTES\" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION\nAFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE\nAUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS\nARBITRATION PROVISION IS VOLUNTARY.\n\nWE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING\nOUT OF THE MATTERS INCLUDED IN THE \"ARBITRATION OF DISPUTES\" PROVISION TO\nNEUTRAL ARBITRATION.\n\nConsent to neutral arbitration by:     \/s\/ JM  Landlord       \/s\/ DD, JH  Tenant\n\n        45. EXECUTION BY LANDLORD. Landlord shall have thirty (30) days after\nthe execution of this Lease by Tenant and delivery thereof to Landlord to both\n(a) obtain the current Mortgagee's consent to this Lease, and (b) obtain from\nBroadcom Corporation a waiver of its right of first offer with respect to\nBuilding 2, and if such consent and waiver are not obtained within such thirty\n(30) day period (as it may be extended by mutual agreement of Landlord and\nTenant) either Landlord or Tenant may terminate this Lease by written notice to\nthe other party, and Landlord shall immediately thereafter return the Letter of\nCredit and the TI Letter of Credit to Tenant. Satisfaction of this condition\nshall be evidenced by Landlord's execution of this Lease and delivery thereof to\nTenant, without any independent verification by Tenant being required.\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Lease as of\nthe date first above written.\n\n                                   LANDLORD:\n\n                                   M-F Downtown Sunnyvale, LLC,\n                                   a Delaware limited liability company\n\n                                   By:    M-D Ventures, Inc., a California\n                                          Corporation, its Manager\n\n\n                                          By:  \/s\/ John Mozart, its President\n\n\n\n                                   TENANT:\n\n                                   HANDSPRING, INC.,\n                                   a Delaware corporation\n\n                                   By:            \/s\/ Donna Dubinsky\n\n                                   Its:           Chief Executive Officer\n\n\n                                   By:            \/s\/ Jeff Hawkins\n\n                                   Its:           Chief Products Officer\n\n\n                                       45\n\n   51\n                                  EXHIBIT \"A\"\n\n                               PROJECT SITE PLAN\n\n                            [MAP SHOWING SITE PLAN]\n\n   52\n                                 EXHIBIT \"A-1\"\n\n                                 EXCLUDED SPACE\n\n                   [MAP SHOWING SPACE DESIGNATED FOR RETAIL]\n\n   53\n                                   EXHIBIT \"B\"\n\n                            DELIVERY DATE MEMORANDUM\n\n\n[[DATE]\n\nHandspring, Inc.\n__________________________\n\n__________________________\n\nAttn: ____________________\n\n        Re:     Confirmation of Delivery Date under the Lease Agreement by and\n                between M-F Downtown Sunnyvale, LLC, and Handspring, Inc., dated\n                as of January __, 2001 (the \"Lease\")\n\nDear Sirs:\n\n        This letter will confirm that the \"Delivery Date\" under the referenced\nLease is _______________.\n\n        Please acknowledge your receipt of this letter and confirmation of the\nDelivery Date by signing and returning a copy to the undersigned; provided,\nhowever, that your failure to so sign and return this letter is not required in\norder for the Delivery Date to occur pursuant to the terms of the Lease.\n\n                                            Very truly yours,\n\n                                            M-F Downtown Sunnyvale, LLC,\n                                            a Delaware limited liability company\n\n                                            By: M-D Ventures, Inc., a California\n                                                Corporation, its Manager\n\n\n                                                By: ____________________________\n                                                    John Mozart, its President\n\n\n\nAcknowledged and Agreed:\n\nHandspring, Inc.,\na Delaware corporation\n\nBy: __________________________\nIts: _________________________\nDate: ________________________\n\n   54\n\n                                   EXHIBIT \"C\"\n\n                                   WORK LETTER\n\n                                  (BUILDING 3)\n\n        1. LANDLORD'S WORK: Landlord shall furnish and install the Base Building\nprovided for in Paragraph 2 below at Landlord's expense (\"Landlord's Work\"). The\nquantities, character and manner of installation of all of the foregoing work\nshall be subject to the limitations imposed by any applicable regulations, laws,\nordinances, codes and rules (collectively, \"Legal Requirements\").\n\n        2. DEFINITION OF BASE BUILDING:\n\n           (a) BASE BUILDING: Landlord shall furnish a cold shell building\n(\"Base Building\") which exterior shall substantially comply with the\narchitectural drawings by Korth Sunseri Hagey (the \"Base Building Architectural\nDrawings\") and shall have the additional finishes and improvements as follows:\n\n               (i)   Building Structure\n\n                     (A) Twelve inch (12\") reinforced structural podium slab\n           suspended over Project Garage;\n\n                     (B) Complete structural framing system comprised of rolled\n           steel beams, columns, and braced-frame steel construction with\n           corrugated metal deck and concrete fill, all members required by code\n           to be fireproofed (2-hour). Upper floor systems provide a minimum of\n           3\" deck with concrete fill and are designed for an 80 pound live load\n           plus 20 pound partition load. Structural framing will include\n           intermediate beams as designed by Landlord's Plans, for HVAC units at\n           the roof and for major shafts on each floor.\n\n                     (C) Performance glass with Precast, aluminum and steel\n           exterior building skin. All exterior doors, door closer and locking\n           devices as necessary.\n\n                     (D) Four (4) ply (3-ply plus base sheet) built up roofing\n           by Owens-Corning, John Manville, or equal and all flashings over a\n           perlite board and corrugated metal deck roof assembly. Title 24 code\n           required roof insulation R30 is included.\n\n                     (E) Exterior painting of all non-finished metals and\n           caulking of all exterior joints.\n\n                     (F) Two (2) unfinished concrete pan-filled stairs.\n\n                     (G) Riser for building sprinkler system (no sprinkler grid\n           or drops).\n\n               (ii)  Sitework\n\n                     (A) All work outside the Building perimeter walls shall be\n           considered site work for the Base Building and shall include asphalt\n           concrete paving, Project Garage parking structure, landscaping,\n           landscape irrigation, storm drainage, utility service laterals,\n           curbs, gutters, sidewalks, retaining walls, planters, landscape\n           lighting and other exterior lighting per code.\n\n                     (B) Paving sections for automobile and truck access shall\n           be according to the Geologic Soils Report.\n\n                                       1\n   55\n\n                     (C) All parking lot striping to include handicap spaces and\n           signage.\n\n                     (D) Underground site storm drainage system shall be\n           connected to the city storm system main.\n\n               (iii) Plumbing\n\n                     (A) Underground sanitary sewer laterals connected to the\n           city sewer main in the street and stubbed to the Project Garage.\n\n                     (B) Domestic water mains connected to the city water main\n           in the street and stubbed to the Parking Garage.\n\n                     (C) Roof drain leaders and downspouts piped and connected\n           to the Project storm drainage system.\n\n                     (D) Gas lines connected to the city or public utility mains\n           and run to gas meter locations adjacent to, and in close proximity\n           to, the Building. Meter supplied by utility company at Tenant's cost.\n\n               (iv)  Electrical\n\n                     (A) A primary and secondary electrical service from the\n           street to the garage electrical room limited to underground conduit,\n           pull-string and transformer pad. Transformer supplied by utility\n           company at Tenant's cost.\n\n                     (B) Two 4\" underground conduits from the street to the\n           Project Garage for telephone trunk lines by Pacific Bell.\n\n                     (C) An electrically operated landscape irrigation system,\n           with controller that is a complete and functioning system.\n\n                     (D) Underground conduit with pull-string from the Project\n           Garage to the main fire protection system post indicated valve (PIV)\n           for installation of supervisory alarm wiring.\n\n               (v) General\n\n                     (A) All construction shall conform to State and Local\n           Building Codes, Title 24 Regulations, and shall be ADA Compliant.\n\n           (b) SPECIFIC EXCLUSIONS FROM BASE BUILDING: Specific exclusions from\nBase Building include, but are not limited to, (a) sprinklers beyond riser, (b)\nwindow coverings, (c) fire alarms or security systems, (d) interior walls, (e)\nHVAC systems, (f) electrical service in the Building, (g) restrooms, (h)\nelevators, (i) lobby, (j) electrical, telephone, janitorial and similar\nrooms\/closets, (k) building cabling, (l) roof screens or penthouse, (m) signage,\n(n) building insulation, and (o) preparing, priming and finishing of steel\nmembers.\n\n      3.   LANDLORD'S PLANS AND WARM SHELL PLANS.\n\n           (a) LANDLORD'S PLANS. Landlord has, or shall, provide Tenant with\npreliminary drawings, specifications and information for the Base Building\n(which may include other portions of the Project) prior to final approval by\napplicable governmental entities. When they have been fully and finally approved\nby all applicable governmental entities, Landlord shall provide Tenant with such\napproved drawings, specifications and information for the Base Building (as so\napproved, the \"Landlord's Plans\") to the extent reasonably necessary for the\npreparation\n\n                                       2\n   56\n\nof Tenant's plans and specifications for the Tenant Improvements. Landlord's\nPlans may include other portions of the Project that are located outside the\nbuilding envelope for the Building, and the inclusion of such other portions of\nthe Project shall not cause such portions to be included in the definition of\n\"Base Building\" hereunder . Landlord's Plans shall be substantially in\naccordance with Base Building Architectural Drawings, together with and\nincluding the specifications described for the Base Building in Paragraph 2(a),\nbut shall specifically exclude the items noted in Paragraph 2(b) as specific\nexclusions from the Base Building. Landlord shall have the right to change\nLandlord's Plans after submission to Tenant as needed to satisfy any\nrequirements of the City of Sunnyvale, the DDA, the Parking REA or Legal\nRequirements, provided that any changes to Landlord's Plans after submission to\nTenant that are made for reasons other than the satisfaction of requirements of\nthe City of Sunnyvale, the DDA, the Parking REA or Legal Requirements (the\nforegoing changes, \"Discretionary Changes\") shall be subject to Tenant's prior\napproval, which shall not be unreasonably withheld, conditioned or delayed, and\nfailure of Tenant to respond to Landlord's request for approval within five (5)\nbusiness days after receipt of written notice from Landlord shall be deemed\napproval of the Discretionary Changes described in such notice. In addition,\nwith respect to any material Discretionary Changes that occur after Landlord's\nfinal approval of Tenant's Plans pursuant to Paragraph 5(a), within ten (10)\ndays after Tenant's receipt of Landlord's request for Tenant's consent to such\nDiscretionary Change, Tenant shall provide to Landlord an itemized estimate of\nsuch incremental cost increase resulting from any Discretionary Change prepared\nby Tenant's Contractor or architect for the Tenant Improvements, as applicable,\nand if Landlord makes the Discretionary Change after receipt of such cost\nestimate, the incremental cost incurred by Tenant with respect to the design\nand\/or construction of the Warm Shell Improvements and\/or the Tenant\nImprovements as a direct result of such Discretionary Change shall be paid by\nLandlord to Tenant within twenty (20) days of receipt of invoices therefor.\n\n           (b) WARM SHELL. In addition to Landlord's Plans, when they have been\nprepared, Landlord shall provide Tenant with drawings, plans and specifications\nfor the lobby and building core (not including finishes) (the \"Warm Shell\nPlans\"), which shall be prepared by Korth Sunseri Hagey pursuant to a contract\nwith Landlord that may cover other portions of the Project, at Landlord's cost.\nThe improvements covered by the Warm Shell Plans (the \"Warm Shell Improvements\")\nshall be completed by Tenant, at Tenant's sole cost, and in the same manner and\nsubject to the same terms and conditions as applicable to the Tenant\nImprovements hereunder, except that Tenant shall contract with Devcon\nConstruction (\"Warm Shell Contractor\") for the construction of the Warm Shell\nImprovements. Within ten (10) business days after receipt of the Warm Shell\nPlans, Tenant shall submit them to the appropriate municipal authorities for all\napplicable building permits necessary to allow the Warm Shell Contractor to\ncommence and fully complete the construction of the Warm Shell Improvements.\nTenant shall enter into a contract with Warm Shell Contractor for construction\nof the Warm Shell Improvements (the \"Warm Shell Contract\"), which shall conform\nto the requirements for the Tenant Improvement Contract as set forth in\nParagraph 6 and shall provide for a contractor's fee calculated on a \"cost plus\na fee\" basis where the fee for overhead and profit is three and one-half percent\n(3.5%) of cost and the amount charged for general conditions and supervision is\nan additional three percent (3%) of cost. The Warm Shell Contractor shall secure\nindependent sealed bids from three (3) subcontractors mutually acceptable to\nLandlord and Tenant for each trade whose costs are in excess of five percent\n(5%) of the total cost estimate. All bids shall be submitted to Landlord and\nTenant. Tenant may assist in negotiating subcontractor fees and bid costs for\nlabor and materials, and may designate that the lowest bidding subcontractor be\nselected.\n\n           (c) TENANT MODIFICATIONS. Any revisions, changes or additions to\nLandlord's Plans, to the Warm Shell Plans or to the Base Building that are\nrequired or requested by Tenant (or necessitated by applicable Legal\nRequirements due to Tenant's Plans) shall be subject to the prior written\napproval of Landlord, in its reasonable discretion, provided that Landlord shall\nhave no obligation to approve any Tenant Modifications that are not approved or\notherwise acceptable to any Mortgagee. Any such changes approved by Landlord\nshall be a \"Tenant Modification\" hereunder. Before any Tenant Modifications are\nmade, the incremental cost thereof, including architectural, engineering and\nspecial testing and\/or inspection charges, any special permits or fees, and any\nadded construction costs (including, without limitation, the Landlord's\ncontractor's percentage mark-up for overhead and profit for such Tenant\nModifications) without additional mark-up from Landlord, shall be paid by Tenant\nto Landlord within twenty (20) days of receipt of invoices therefor as an\nAdditional Charge. Landlord's contractor for the Base Building or architect for\nthe Warm Shell Plans, as applicable, shall provide to Tenant a cost estimate to\ncomplete any Tenant Modification, together with any anticipated schedule change\n(which shall constitute Tenant Delay), and an itemized breakdown of costs and\nunit prices within ten (10) days after receipt of Tenant's request for Tenant\nModifications, and Tenant shall approve or disapprove such estimates within five\n(5) days of\n\n                                       3\n   57\n\nreceipt of same. At Tenant's election, Tenant may submit a revised request for\nthe proposed Tenant Modification within such five (5) day response period, in\nwhich event Landlord shall provide a revised anticipated schedule change and\nitemized breakdown of costs and unit prices within five (5) days after receipt\nof Tenant's revised request for Tenant Modifications, and Tenant shall approve\nor disapprove such revised estimates with five (5) days of receipt of same. This\nprocess may be repeated at Tenant's election, provided that any delay in\ncompletion of the Base Building, Warm Shell and\/or Tenant Improvements as a\nresult of such process (regardless of whether it ultimately results in a Tenant\nModification) shall constitute Tenant Delay. Tenant's failure to respond to any\ncost estimate for a requested Tenant Modification within any five (5) day period\nafter receipt thereof shall constitute Tenant's withdrawal of its request for\nsuch Tenant Modification. If Tenant fails to inform Landlord within any such\n5-day period that Tenant desires to proceed with such Tenant Modification,\nLandlord shall not make such Tenant Modification. All requests for Tenant\nModifications shall be in writing and shall be on such AIA change order form as\nrequired by Landlord and\/or Landlord's contractor. At Landlord's sole option,\nTenant Modifications shall be made by change order to Landlord's construction\ncontract, or included in Tenant's construction contract for either Warm Shell\nImprovements or Tenant Improvements.\n\n      4. TENANT'S WORK: Tenant shall furnish and install, at Tenant's sole\nexpense, the following: (a) all of the Warm Shell Improvements, and (b) all of\nthe interior improvements to complete the Premises that are not included in the\nBase Building or Warm Shell Improvements (such interior improvements being\ndefined herein as the \"Tenant Improvements\") in accordance with plans and\nspecifications approved by Landlord pursuant to this Work Letter. Unless\notherwise approved by Landlord in its sole discretion, the aggregate cost of the\nTenant Improvements and Warm Shell Improvements (as reflected in the Tenant\nImprovement Contract and the Warm Shell Contract, respectively, and including\nall costs described in Paragraph 12(a) of this Work Letter) must equal or exceed\nan amount equal to $69 per rentable square foot of the Premises, and the Tenant\nImprovements must be spread, and the costs allocated, throughout the entire\nPremises in a typical and appropriate manner. Additionally, cable TV\nconnections, telephone equipment and wiring and office equipment wiring, shall\nbe installed by Tenant. The cost of space planning and preparing the working\ndrawings (including the drawings noted below) for Tenant Improvements or any\nchanges to the original instruction and\/or plans and specifications shall be\npaid by Tenant.\n\n      5. DESIGN OF TENANT IMPROVEMENTS:\n\n           (a) TENANT'S PLANS. Tenant shall diligently pursue the preparation of\nall drawings, plans and specifications for Tenant Improvements in accordance\nwith this Paragraph 5(a). All such plans, drawings and specifications shall be\nperformed by architects, engineers and\/or consultants mutually acceptable to\nLandlord and Tenant, and shall include the following: (i) a space plan for the\nPremises; (ii) complete architectural, engineering and other plans for the\nTenant Improvements (except as included in the Warm Shell Plans); and (iii) a\nlist of tenant improvement building standards for interior design, including a\nschedule of all finishes. Items (ii) and (iii) above are collectively referred\nto herein as \"Working Drawings\". The space plan and Working Drawings shall\nprovide for high quality generic office space, with open cubicles and perimeter\nprivate offices, and with corridors, lobbies, bathrooms, mechanical and\nelectrical systems, and fire exits in a design reasonably acceptable to\nLandlord. The space plan and Working Drawings also shall (x) comply with all\napplicable Legal Requirements, (y) comply and be consistent with the DDA, and\n(z) comply with Landlord's Plans and the Warm Shell Plans. Within thirty (20)\ndays after Landlord has delivered Landlord's Plans and the Warm Shell Plans and\nobtained the building permit for construction of the Base Building, Tenant shall\nsubmit its space plan to Landlord, for Landlord's review and approval, which\napproval shall not be unreasonably withheld so long as the Tenant Improvements\ncontemplated thereby (I) are consistent with the immediately preceding two\nsentences; (II) are generally generic, spread throughout the entire Premises in\na typical and appropriate manner, and with drop ceilings throughout the\nPremises; (III) comply with applicable Laws; (IV) do not adversely affect the\nstructure of the Building; (V) do not put an undue burden on or otherwise\nadversely affect the Building Systems; (VI) are typically found in a high\nquality office build-out; and (VII) are approved by any Mortgagee (if such\napproval is required). Within five (5) business days after such submission,\nLandlord shall either approve or disapprove the space plan. Tenant shall make\nany changes necessary in order to correct any item identified by Landlord as\ngrounds for its disapproval, and shall resubmit the corrected space plan to\nLandlord within five (5) business days after Landlord's disapproval. Within five\n(5) business days after Landlord receives the revised space plan, Landlord shall\napprove or disapprove it. This procedure shall be repeated until the space plan\nis finally approved by Landlord and written approval has been delivered to\nTenant. Within thirty (30) days after Landlord has finally approved Tenant's\nspace plan, Tenant shall submit its Working Drawings and a pallet of interior\ncolors and finishes to Landlord for Landlord's review and\n\n                                       4\n   58\n\napproval in Landlord's reasonable discretion, provided that Landlord shall not\nbe obligated to approve any Tenant Improvement which either (A) does not satisfy\nthe requirements set forth above with respect to the space plan, or (B) are of a\nnature or character that, in Landlord's reasonable judgment, would not enhance\nthe value of the Premises, or would have a negative effect on the value of the\nPremises, to a future tenant. Landlord's approval or disapproval of such Working\nDrawings and pallet, and Tenant's response thereto, shall follow the procedure\ndescribed above with respect to the space plan, except that each time period\nshall be changed from five (5) business days to ten (10) business days. All\nitems finally approved by Landlord pursuant to this Paragraph 5(a) are referred\nto herein collectively as \"Tenant's Plans\". Once approved by Landlord, no\nchanges, modifications or alterations shall be made to Tenant's Plans without\nthe prior written approval of Landlord, in Landlord's reasonable discretion but\non the same terms, conditions, requirements and standards for approval set forth\nin this Paragraph 5(a) with respect to the Space Plan, Working Drawings and\npallet.\n\n           (b) PERMITS FOR TENANT IMPROVEMENTS. Within ten (10) business days\nafter receipt of Landlord's final approval of the Working Drawings, Tenant's\nArchitect shall submit them to the appropriate municipal authorities for all\napplicable building permits necessary to allow the Tenant Improvement Contractor\n(as defined below) to commence and fully complete the construction of the Tenant\nImprovements. Tenant shall be responsible for obtaining any building permit or\ncertificate of occupancy for the Premises; provided that Landlord shall\ncooperate with Tenant in executing permit applications and performing other\nministerial acts reasonably necessary to enable Tenant to obtain any such permit\nor certificate of occupancy.\n\n      6. CONSTRUCTION OF TENANT IMPROVEMENTS. After receipt of Landlord's\napproval of Tenant's Plans and receipt of any necessary building permits, Tenant\nshall administer and diligently prosecute the construction of Tenant\nImprovements in accordance with the Warm Shell Plans and Tenant's Plans. Tenant\nshall contract with either Devcon Construction, Rudolph and Sletten, DPR or\nWebcor Builders, to act as general contractor for the Tenant Improvements. The\ngeneral contractor selected to complete the Tenant Improvements in accordance\nwith the preceding sentence shall be defined herein as the \"Tenant Improvement\nContractor\". If Devcon Construction is not selected, Tenant shall ensure that\nthe selected general contractor will work harmoniously with Landlord's\ncontractor for the Base Building and with the Warm Shall Contractor and to\nensure no interference with completion of the Base Building or Warm Shell\nImprovements, and any such interference shall constitute \"Tenant Delay\"\nhereunder. All Tenant Improvements shall be constructed using union labor for\nall trades. The construction contract for the Tenant Improvements (the \"Tenant\nImprovement Contract\") shall be in form and substance acceptable to Tenant and\napproved by Landlord in its reasonable discretion, and shall include, without\nlimitation, requirements (i) that Tenant's Contractor carry such insurance as\nLandlord may reasonably require, and (ii) that Landlord, at Landlord's sole\noption, may succeed Tenant and enforce the Construction Contract in the event of\na termination of the Lease. Both Landlord and Tenant shall have the full benefit\nof all contractor warranties in connection with the Warm Shell Improvements and\nthe Tenant Improvements. Tenant shall direct and authorize Tenant's Contractors\nfor the Warm Shell Improvements and for the Tenant Improvements to keep Landlord\nfully informed of the construction process for the Tenant Improvements by\ninviting Landlord to all project design and construction meetings and delivering\nto Landlord the minutes of all such meetings, and to provide Landlord with\naccess to all documentation and other information in Tenant's Contractor's\npossession or control regarding construction of the Warm Shell Improvements and\nTenant Improvements, as applicable, provided that Landlord shall not be\nobligated to monitor or inspect construction of the Warm Shell Improvements\nand\/or Tenant Improvements or any information in connection therewith. All Warm\nShell Improvements shall be constructed by Devcon Construction pursuant to the\nWarm Shell Contract, and all Tenant Improvements shall be constructed by the\nTenant Improvement Contractor pursuant to the Tenant Improvement Contract, and\nTenant shall be responsible for project management with respect to construction\nof the Warm Shell Improvements and the Tenant Improvements. Tenant shall not, at\nany time prior to or during the Term, directly or indirectly employ, or permit\nthe employment of, any contractor, mechanic or laborer in the Premises, whether\nin connection with the Warm Shell Improvements, the Tenant Improvements, any\nAlterations made pursuant to the Lease, or otherwise, if it is reasonably\nforeseeable that such employment will materially interfere or cause any material\nconflict with other contractors, mechanics or laborers engaged in the\nconstruction, maintenance or operation of the Project by Landlord, Tenant or\nothers. In the event of any such interference or conflict, Tenant, upon demand\nof Landlord, shall cause all contractors, mechanics or laborers causing such\ninterference or conflict to immediately cease and desist from such interference\nor conflict. Installation of all Warm Shell Improvements and Tenant Improvements\nshall be coordinated with Landlord's contractor's schedule for the Base\nBuilding, and shall be handled in such a manner as to not interfere with or\ndelay construction or completion of the Base Building.\n\n                                       5\n   59\n\n      7.   TENANT'S ACCESS TO BASE BUILDING\n\n           (a) INITIAL TENANT WORK DATE. Subject to the provisions of Paragraph\n8, Landlord shall provide the Tenant Improvement Contractor with access to the\nBuilding for purposes of constructing the Tenant Improvements from and after the\n\"Initial Tenant Work Date\". To be deemed the \"Initial Tenant Work Date\" the\nfollowing construction components of the Base Building need to be completed\nsubstantially in accordance with Landlord's Plans: (i) slab and footings in\nplace; (ii) steel fully erected; (iii) upper floor decks and roof poured; (iv)\nroof membrane installed; (v) access to the Building provided to Tenant's\ncontractors along with location for the construction trailers for Tenant's\ncontractors; (vi) electrical power lines installed in conduit to the main\nelectrical room in the Project Garage (the lines will be connected by the Tenant\nto the panel supplied by the Tenant); (vii) automatic fire sprinkler main riser\ninstalled; (viii) roof drain lines installed; (ix) water stubbed to the Project\nGarage from the city water main in the street; (x) underground conduit provided\nfrom the street to the Project Garage's primary electrical room (provided that\nTenant, and not Landlord, will be responsible to pull the wire or cable as\napplicable); and (xi) the Building in water-tight condition, except that the\nglass and glazing for the Premises will not need to be completed in order for\nthe Initial Tenant Work Date to occur. The glass and glazing for the Premises\nwill be completed within forty-five days after the Initial Tenant Work Date,\nexcept for components of the glass and glazing that are dependent on completion\nof components of the Warm Shell Improvements and\/or Tenant Improvements or that\nwould interfere with the progress of the Warm Shell Improvements and\/or Tenant\nImprovements, as reasonably determined by the Warm Shell Contractor and\/or the\nTenant Improvement Contractor, as applicable.\n\n           (b) EARLY ACCESS START DATE. Subject to the provisions of Paragraph\n8, Landlord shall provide the Warm Shell Contractor with access to the Building\nfor purposes of constructing the Warm Shell Improvements prior to the Initial\nTenant Work Date, at such times and under such terms and conditions as may be\ndetermined by Landlord's contractor for the Base Building. The date on which\nTenant commences construction of the Warm Shell Improvements (which date shall\nbe certified by the Warm Shell Contractor at the request of Landlord or Tenant)\nshall be defined herein as the \"Start Date\".\n\n      8. SITE SUPERVISION AGREEMENT: While proceeding with Landlord's and\nTenant's Work, all contractors hired by Landlord and Tenant shall conform with\nLandlord's contractor's schedule and work and shall be handled in such a manner\nas to maintain harmonious labor relations and as not to interfere with or delay\nthe work of the other party's contractors. All Warm Shell Improvements and\nTenant Improvements furnished and installed by Tenant shall not cause Landlord's\ncontractor to be dependent upon Tenant's work in order for Landlord's contractor\nto complete his work on the Base Building. Tenant's contractors, subcontractors\nand labor shall be subject to approval by Landlord which approval shall not be\nunreasonably withheld or delayed and shall be subject to the reasonable\nadministrative coordination by Landlord's general contractor and reasonable\nrules of the site. Contractors and subcontractors engaged by Landlord and Tenant\nshall employ men and means to insure, so far as may be possible, the progress of\nthe work without interruption on account of strikes, work stoppage or similar\ncauses for delay. Landlord shall give access and entry to the Premises to\nTenant, the Warm Shell Contractor and the Tenant Improvement Contractor as and\nwhen provided in this Work Letter; provided, however, that if such entry is\nprior to the first day of the Term, such entry shall be subject to all of the\nterms and conditions of the Lease except payment of Base Rent and Additional\nCharges for Expenses and Taxes. Landlord and Tenant shall jointly prepare a\npunch list for the Base Building, Warm Shell Improvements and Tenant\nImprovements. Landlord and Tenant shall engage reputable contractors who will\ncomplete the work in a good and workmanlike manner and in accordance with\nrelevant laws and codes. Both Landlord and Tenant shall have the full benefit of\nall contractor warranties.\n\n      9. LANDLORD'S RIGHT TO INSPECT AND STOP WORK: Landlord and its agents may\ninspect the Tenant Improvements and the Warm Shell Improvements in the course of\nconstruction and on completion of the Tenant Improvements and\/or Warm Shell\nImprovements, provided, however, that Landlord's failure to inspect the Tenant\nImprovements and\/or Warm Shell Improvements shall in no event constitute a\nwaiver of any of Landlord's rights hereunder nor shall Landlord's inspection of\nthe Tenant Improvements and\/or Warm Shell Improvements constitute Landlord's\napproval of the same. Landlord shall have the right to object to any material\ndeviation from the Warm Shell Plans or Tenant's Plans not approved by Landlord\nin accordance with this Work Letter. Tenant shall cause such deviation to be\ncorrected. If the deviation is material in the Landlord's reasonable judgment\nand may have an adverse affect on the Base Building, and if the deviation is not\npromptly corrected by Tenant, Landlord may cause such deviation to be remedied,\nat Tenant's expense and without liability to Tenant.\n\n                                       6\n   60\n\n      10. COMPLIANCE WITH LAWS AND DDA. All of the Base Building improvements,\nWarm Shell Improvements and Tenant Improvements shall be installed in compliance\nwith all applicable Laws, including, without limitation, and as applicable, the\nAmericans with Disabilities Act and all Legal Requirements, and in compliance\nwith the DDA and all requirements therein. All costs of such compliance shall be\npaid in the same manner as the improvements (i.e. Landlord shall pay all costs\nrelated to compliance by the Base Building improvements, and Tenant shall pay\nall costs related to compliance by the Warm Shell Improvements and the Tenant\nImprovements). Landlord's review and approval of Tenant's Plans shall not imply\nLandlord's review of the quality, design, code compliance or similar matters\nwith respect to the Tenant Improvements; accordingly, notwithstanding that\nTenant's Plans are reviewed by Landlord or its agents and notwithstanding any\nadvice or assistance that may be rendered to Tenant by Landlord or Landlord's\nagents, Landlord shall have no liability whatsoever in connection therewith and\nshall not be responsible for any omissions or errors contained in Tenant's\nPlans, except to the extent caused by material omissions or errors contained in\nLandlord's Plans for the Base Building or in the Warm Shell Plans.\n\n      11. SUBSTANTIAL COMPLETION:\n\n           (a) \"SUBSTANTIAL COMPLETION\" DEFINED. For purposes of this Work\nLetter and the Lease, (A) the Base Building shall be deemed \"substantially\ncomplete\" at such time as Landlord has completed work in accordance with\nLandlord's Plans subject to completion and correction of items on Landlord's\narchitect's punch list, and certain other items which will not be completed\nuntil substantial completion of the Warm Shell Improvements and\/or the Tenant\nImprovements (such as certain landscaping, and certain glass and glazing), (B)\nthe Warm Shell Improvements shall be deemed \"substantially complete\" at such\ntime as Tenant has completed work in accordance with the Warm Shell Plans, as\ncertified by Tenant's architect (which certification shall be obtained promptly\nby Tenant upon such substantial completion), and (C) the Tenant Improvements\nshall be deemed \"substantially complete\" at such time as the Warm Shell\nImprovements are substantially complete, Tenant has completed work in accordance\nwith the Tenant's Plans, as certified by Tenant's architect (which certification\nshall be obtained promptly by Tenant upon such substantial completion), and\nTenant has obtained a certificate of occupancy from the City of Sunnyvale,\nsubject only to the completion or correction of items on Tenant's architect's\npunch list (and exclusive of the installation of all telephone and other\ncommunications facilities and equipment and other finish work or decorating work\nto be performed by or for Tenant).\n\n           (b) TENANT DELAY. If substantial completion of the Tenant\nImprovements, Warm Shell Improvements or Base Building is delayed due to any of\nthe following (collectively, \"Tenant Delays\"), then the Delivery Date and\/or\nCommencement Date, as applicable, shall be adjusted to reflect what the\nsubstantial completion date would have been if there had been no delay: (i)\nTenant's failure to timely submit any items required by this Work Letter,\nincluding, without limitation, Tenant's Plans; (ii) Tenant Modifications; (iii)\nTenant's failure to comply with Landlord's contractor's schedule; (iv) Tenant's\nor Tenant's Contractor's failure to comply with Paragraph 8, (v) Tenant's\nrequested changes to the Tenant's Plans after they are approved by Landlord;\n(vi) Tenant's request for materials, finishes or installations which require\nlonger than thirty (30) days to complete; (vii) delays caused by Tenant in\nconstruction of the Warm Shell Improvements or the Tenant Improvements; or\n(viii) any other event expressly constituting \"Tenant Delay\" pursuant to any\nprovision of this Work Letter. Landlord shall give Tenant at least five (5) days\nprior notice if Landlord becomes aware that Tenant is in danger of causing a\nTenant Delay, and if Tenant takes appropriate measures to prevent such delay\nwithin such five (5) day period, no adjustment to the Delivery Date or\nCommencement Date shall be made on account of such Tenant Delay; provided,\nhowever, that if such delay was not reasonably foreseeable by Landlord, the five\n(5) day period for prior notice and opportunity to mitigate provided above shall\nbe changed to forty-eight (48) hours after Landlord becomes aware of such delay\nor potential delay; and provided further, that no such notice shall be required\nif Tenant Delay results from Tenant's failure to perform any obligation within a\nspecific date or time period (including, without limitation, any delay in\ndelivery of Tenant's space plan or Working Drawings or non-compliance with\nLandlord's contractor's schedule), or from schedule changes resulting from\nTenant Modifications of which Tenant is advised by Landlord's architect or\ncontractor as provided in Paragraph 4, or from causes that, due to the parties'\nrelative positions with respect to the construction process, are more likely to\nbe foreseeable by Tenant than by Landlord.\n\n           (c) CONTRACTOR DELAY. \"Contractor Delay\" shall occur if substantial\ncompletion of the Warm Shell Improvements is delayed directly as a result of\nunreasonable delay by Devcon Construction in completion of the Warm Shell\nImprovements, which delay occurs after the Delivery Date and before the\n\n                                       7\n   61\n\nCommencement Date and does not result from Tenant's interference or delay in\nconnection with completion of the Tenant Improvements or failure to make payment\nwhen due under the Warm Shell Contract, and provided that such delay in\nsubstantial completion could not have been mitigated by Tenant using\ncommercially reasonable measures. Tenant shall give Landlord at least five (5)\ndays prior notice if Tenant becomes aware that Landlord's Contractor is in\ndanger of causing a Contractor Delay, and if Landlord takes appropriate measures\nto prevent such delay within such five (5) day period, no adjustment to the\nCommencement Date shall be made on account of such Contractor Delay; provided,\nhowever, that if such delay was not reasonably foreseeable by Tenant, the five\n(5) day period for prior notice and opportunity to mitigate provided above shall\nbe changed to forty-eight (48) hours after Tenant becomes aware of such delay or\npotential delay.\n\n           (d) LANDLORD DELAY. \"Landlord Delay\" shall occur if either: (i)\nLandlord fails to complete the Base Building and\/or other improvements on the\nProject that are required by the DDA, the Parking REA and\/or the CC&Rs, and as a\ndirect result of such failure Tenant is unable to obtain a temporary or\npermanent certificate of occupancy for the Premises upon substantial completion\nof the Tenant Improvements; or (ii) substantial completion of the Warm Shell\nImprovements or Tenant Improvements is delayed directly and solely as a result\nof any of the following and such delay could not have been mitigated by Tenant\nusing commercially reasonable measures, which delay occurs after the Delivery\nDate and before the Commencement Date and does not result from Tenant's\ninterference or delay in connection with completion of the Tenant Improvements\nor after a Tenant Default or Work Letter Draw Event: (a) subject to Paragraph 8\nabove, unreasonable interference by Landlord or Landlord's Contractor with the\nconstruction of the Warm Shell Improvements or the Tenant Improvements; (b)\nLandlord's failure to comply with any deadlines for response to, or submissions\nfrom, Tenant as required by this Work Letter; (c) any material Discretionary\nChanges to Landlord's Plans or the Warm Shell Plans after their final approval\nby applicable governmental entities (other than Tenant Modifications) that\ndirectly affect Tenant's Plans or the Tenant Improvements; and\/or (d) Landlord\nfailure to complete portions of the Base Building and\/or other improvements on\nthe Project that are Landlord's obligation to complete hereunder, and as a\ndirect result of such failure Tenant and Tenant's contractors do not have access\nto the Premises to the extent required to complete the Warm Shell Improvements\nand\/or Tenant Improvements. Tenant shall give Landlord at least five (5) days\nprior notice if Tenant becomes aware that Landlord is in danger of causing a\nLandlord Delay, and if Landlord takes appropriate measures to prevent such delay\nwithin such five (5) day period, no adjustment to the Commencement Date shall be\nmade on account of such Landlord; provided, however, that if such delay was not\nreasonably foreseeable by Tenant, the five (5) day period for prior notice and\nopportunity to mitigate provided above shall be changed to forty-eight (48)\nhours after Tenant becomes aware of such delay or potential delay.\n\n      12. COSTS.\n\n           (a) WARM SHELL AND TENANT IMPROVEMENT COSTS. Tenant shall bear the\ncost of Tenant Improvements and Warm Shell Improvements, including, without\nlimitation, costs in connection with space planning, preparing Tenant's Plans,\nengineering, plan checking, special inspections and testing, any consultants,\nand related permits and fees for Warm Shell Improvements and Tenant\nImprovements, but excluding costs for preparing the Warm Shell Plans. Landlord\nshall not be obligated to pay any portion of the cost of the Tenant\nImprovements, and Tenant shall be obligated to keep the Project free of all\nliens and claims relating to the design and construction of the Warm Shell\nImprovements and the Tenant Improvements\n\n           (b) INSURANCE COSTS. Landlord has purchased Comprehensive Builder's\nRisk\/Course of Construction insurance with respect to the Base Building, Warm\nShell Improvements and Tenant Improvements, and Landlord shall keep such\ninsurance in force during the course of construction of the Base Building, Warm\nShell Improvements and\/or the Tenant Improvements, with the same requirements as\npolicies described in Paragraph 10(f) of the Lease for insurance to be carried\nby Landlord, but with appropriate adjustments to reflect that the Project is\nunder construction. Tenant shall reimburse Landlord for the portion of the cost\nof such insurance that is attributable to the Warm Shell Improvements and the\nTenant Improvements within twenty (20) days of receipt from Landlord of an\ninvoice therefor as an Additional Charge.\n\n      13. INDEPENDENT OBLIGATIONS\/SECURITY FOR COMPLETION.\n\n           (a) INDEPENDENT OBLIGATIONS. The parties acknowledge and agree as\nfollows:\n\n                                       8\n   62\n\n           (i) Although tenant's business plan and prospects for financial\nsuccess look promising, Tenant's creditworthiness as a long-term tenant is\nsignificantly less substantial than the standard established by Landlord for the\nProject and for other tenants of affiliates of Landlord, especially taking into\naccount the amount of space Tenant is leasing at the Project and the financial\nobligations and risks Landlord and the current Mortgagee are assuming and\nundertaking in reliance upon Tenant's performance of all of the obligations\nunder the Lease and this Work Letter. By entering into the Lease with Tenant at\nthis time, rather than with a more creditworthy tenant or tenants now or at a\nfuture date, Landlord's increased risks include, without limitation, increased\nrisks related to (i) a potential Insolvency Proceeding or Tenant Default prior\nto completion of and\/or full payment by Tenant for the Warm Shell Improvements\nand\/or Tenant Improvements, (ii) potential lien claims by the Warm Shell\nContractor, the Tenant Contractor, and\/or subcontractors, laborers, materialmen\nand\/or suppliers used for labor rendered and\/or materials delivered with respect\nto the Warm Shell Improvements and\/or Tenant Improvements (all of the foregoing\ncollectively, \"Tenant's Agents\"), (iii) re-leasing costs (including, without\nlimitation, tenant improvement costs, brokerage commissions, marketing costs,\nlegal fees, and carrying costs during a re-leasing and\/or tenant improvement\nbuild-out period) if Tenant Defaults prior to expiration of the Lease Term, (iv)\nloan defaults and\/or difficulties in obtaining construction financing for the\nBuilding and\/or permanent financing upon maturity of the existing loan and\/or\nany additional construction financing, (v) personal liability of Landlord's\nprincipals under guaranties supporting existing and\/or future construction or\npermanent loans, and (vi) loss of the investment made by Landlord's investors.\nIn addition, in the event of a rejection of the Lease in an Insolvency\nProceeding, the parties acknowledge that certain elements of Landlord's damages\ncould be limited by Section 502(b)(6) of the Bankruptcy Code, to Rent reserved\nby the Lease for the greater of one year, or fifteen percent (not to exceed\nthree years) of the remaining Term of the Lease, and that as a result of such\nlimitation Landlord might not be adequately compensated, by recovery of damages\nunder the Lease, for the risk incurred by Landlord and for Landlord's actual\ndamages in the event of a Default in Tenant's obligations under this Work\nLetter.\n\n           (ii) Landlord has previously obtained a loan, secured by an existing\nMortgage, to finance, among other things, the acquisition of the Land, the\nconstruction of the Project Garage and other Project Common Area improvements,\nand the construction of Building 2. The Landlord cannot enter into the Lease\nwithout the prior consent of the existing Mortgagee. In addition, Landlord will\nneed to obtain a construction loan for the Base Building in reliance on this\nLease, including Tenant's obligation to complete and pay for the Tenant\nImprovements and Warm Shell Improvements as provided in this Work Letter.\n\n           (iii) Landlord would not enter into the Lease, the current Mortgagee\nwould not approve the Lease, and a construction lender would not make a\nconstruction loan for the Base Building, without absolute assurance (I) that the\nTenant Improvements and Warm Shell Improvements will be completed at Tenant's\nsole cost and expense, with no right of Tenant to payment of any kind in the\nevent of Lease termination; (II) that the Tenant Improvements and Warm Shell\nImprovements will be of an aggregate value of at least Sixty-Nine Dollars ($69)\nper square foot of the Premises; and (III) that the Tenant Improvements and Warm\nShell Improvements will be of a nature and character as to enhance the value of\nthe Premises to a new tenant if Landlord re-leases all or a portion of the\nPremises after Lease termination, rejection or expiration, or Landlord recapture\npursuant to Paragraph 9(d) of the Lease, or any other termination of the Lease.\nA permanent lender would not make a loan secured by the Project on customary\nterms and conditions without lien-free completion of the Warm Shell Improvements\nand Tenant Improvements (or substantially similar credit or value enhancement)\nand occupancy by Tenant or other tenant(s) in a substantial portion of the\nBuilding prior to funding.\n\n           (iv) In consideration of Landlord's acceptance of the increased risks\ninherent in Landlord's agreement to enter into the Lease at this time with\nTenant, rather than with a more creditworthy tenant now or at some future time,\nand with the understanding of the limitations on damages under the Lease as a\nresult of the Bankruptcy Code and of the requirements of the existing Mortgagee\nand future construction lenders and permanent lenders with respect to the\nProject, Tenant has agreed that Tenant's obligations under this Work Letter,\nincluding the completion of the Tenant Improvements and Warm Shell Improvements\nand payment of all costs thereof, shall be independent of, and in addition to,\nTenant's obligations under the Lease. Tenant has further agreed to provide the\nTI Letter of Credit, in accordance\n\n\n                                       9\n   63\n\n      with this Paragraph 13, to secure Tenant's independent obligations under\n      this Work Letter, including the completion of the Tenant Improvements and\n      Warm Shell Improvements and payment of all costs therefor.\n\n           (b) OBLIGATIONS SECURED. Simultaneously with Tenant's execution of\nthe Lease, Tenant shall deliver to Landlord one or more (but not to exceed a\ntotal of four, and in equal amounts) unconditional, irrevocable, transferable\nletter(s) of credit (collectively, the \"TI Letter of Credit\"), in an aggregate\namount equal to the \"TI Required Amount\" (defined in Paragraph 13(e) below) and\nsatisfying the requirements set forth in Paragraph 13(c) below. The TI Letter of\nCredit shall secure and insure the faithful performance by Tenant of all of the\ncovenants, terms and conditions of this Work Letter, including, without\nlimitation, Tenant's obligations to timely construct and pay for the Tenant\nImprovements and Warm Shell Improvements pursuant to, and in accordance with the\nterms of, this Work Letter.\n\n           (c) REQUIREMENTS OF TI LETTER OF CREDIT. The TI Letter of Credit\nshall be issued by a financial institution acceptable to Landlord and any\nMortgagee, in their respective sole discretion, and in form and substance\nacceptable to Landlord and any Mortgagee, in the reasonable exercise of their\nrespective discretion, with an original term of no less than one year and\nautomatic extensions through at least January 30, 2004 (the \"TI Letter of\nCredit\"). Landlord and any Mortgagee shall not unreasonably withhold their\napproval of such a financial institution if it is a national bank, or a bank\nbranch located in the United States (with an office in the United States\nallowing the TI Letter of Credit to be presented to and paid by such office\npursuant to procedures acceptable to Landlord in its reasonable discretion) with\nassets of the issuing bank or bank branch in excess of Twenty Billion Dollars\n($20,000,000,000). If Landlord determines at any time, in good faith, either (I)\nthat the issuing bank or bank branch has assets of less than Twenty Billion\nDollars ($20,000,000,000), or (II) that the issuing bank or bank branch has or\nintends to close or cease operations from the issuing bank branch, then Landlord\nmay require that Tenant replace the TI Letter of Credit with a TI Letter of\nCredit from a different financial institution acceptable to Landlord, in the\nreasonable exercise of its discretion, within ten (10) business days after\nTenant's receipt of notice of such requirement from Landlord. The TI Letter of\nCredit shall (i) be a stand-by, at-sight, irrevocable letter of credit; (ii) be\npayable to Landlord, its Mortgagee or their assignees (any of the foregoing, the\n\"Beneficiary\"); (iii) require that any draw on the TI Letter of Credit shall be\nmade only upon receipt by the issuer of a letter signed by a purported\nauthorized representative of the Beneficiary certifying that the Beneficiary is\nentitled to draw on the TI Letter of Credit pursuant to this Work Letter; (iv)\nallow partial draws; and (v) provide that it is governed by the Uniform Customs\nand Practice for Documentary Credits (1993 revisions) or the International\nStandby Practices (ISP 98). Tenant shall keep the TI Letter of Credit, at its\nexpense, in full force and effect until the later of January 30, 2004, or the\nsixtieth (60th) day after Tenant's satisfaction of all of its obligations under\nthis Work Letter. The TI Letter of Credit shall provide at least thirty (30)\ndays' prior written notice to Landlord and the Beneficiary of cancellation or\nmaterial change thereof.\n\n           (d) WORK LETTER DRAW EVENTS.\n\n              (i) \"WORK LETTER DRAW EVENT\" DEFINED. A \"Work Letter Draw Event\"\n      shall mean any of the following: (I) Tenant is the subject of an\n      Insolvency Proceeding; (II) a Default occurs under the Lease or this Work\n      Letter when Tenant is in Chronic Default under the Lease or in Work Letter\n      Chronic Default (as defined below); (III) the TI Letter of Credit is not\n      replaced with a TI Letter of Credit from a different financial institution\n      if and when required by Paragraph 13(c); (IV) the TI Letter of Credit is\n      not extended within thirty (30) days prior to its expiration; (V) A\n      Default occurs under the Lease or this Work Letter; (VI) Tenant terminates\n      either the Warm Shell Contract or the Tenant Improvement Contract without\n      Landlord's prior consent, or defaults under either such contract or any\n      substitute thereof and does not cure such default within the longer of the\n      applicable cure period under such contract or five (5) days after such\n      default occurs; (VII) Tenant fails to deliver Tenant's space plan, Working\n      Drawings, or any other item required to be delivered pursuant to Paragraph\n      5 of this Work Letter on or before the date specified for such delivery;\n      (VIII) Tenant fails to commence construction of the Warm Shell\n      Improvements within thirty (30) days after the date specified in\n      Landlord's Contractor's schedule (subject to delay, not to exceed thirty\n      (30) additional days, caused by Force Majeure Events); (IX) Tenant fails\n      to commence construction of the Tenant Improvements within thirty (30)\n      days after the Delivery Date (subject to delay, not to exceed thirty (30)\n      additional days, caused by Force Majeure Events); (X) and (X) Tenant fails\n      to complete the Tenant Improvements and Warm Shell Improvements within the\n      later of (A) one hundred eighty (180) days after the Delivery Date, and\n      (B) two hundred forty (240) days after the first to occur of the Delivery\n      Date or the\n\n                                       10\n   64\n\n      Start Date (as defined in Paragraph 7(b) below), in either case subject to\n      delay, not to exceed ninety (90) additional days, caused by Force Majeure\n      Events, provided that if Landlord reasonably determines that Tenant is\n      diligently pursuing construction of the Tenant Improvements and Warm Shell\n      Improvements, Landlord shall allow Tenant an additional thirty (30) days\n      to complete the Tenant Improvements and Warm Shell Improvements. Tenant\n      shall be in \"Work Letter Chronic Default\" under this Work Letter at any\n      time that Landlord has delivered a notice of Tenant's failure to perform\n      any of its obligations under this Work Letter more than two (2) times,\n      regardless in each case of whether such failure was cured by Tenant within\n      any applicable grace or cure period; provided, however, that any such\n      notice of failure to perform relating to a non-monetary failure to perform\n      which was disputed, in good faith, by Tenant and ultimately determined (by\n      agreement of the parties, arbitration or judicial action) not to be a\n      violation of this Work Letter shall not be considered for purposes of\n      determining whether such condition has been met.\n\n              (ii) LANDLORD OPTIONS. If a \"Work Letter Draw Event\" occurs,\n      Landlord shall have the following rights and remedies, any of which\n      Landlord may elect to pursue in Landlord's sole discretion at any time\n      after such Draw Event (subject to the limitations set forth in (B) below):\n\n                    (A) Landlord may, at Landlord's sole option and without any\n          obligation to do so, and without waiving or releasing Tenant from any\n          obligations of Tenant under this Work Letter or under the Lease,\n          perform any of Tenant's obligations under this Work Letter, at\n          Tenant's cost and expense. At any time after a Work Letter Draw Event\n          occurs, Landlord or the Beneficiary, at its option, may present its\n          written demand for payment of the entire face amount of the TI Letter\n          of Credit and the funds so obtained shall become due and payable to\n          the Beneficiary, and funds so obtained may be used, at Landlord's sole\n          option, (A) to reimburse Landlord for costs incurred by Landlord in\n          connection with performance of Tenant's obligations pursuant to this\n          Paragraph 13(d)(ii)(A); and\/or (B) to complete all, or such portion as\n          Landlord may elect, of the Tenant Improvements and\/or Warm Shell\n          Improvements contemplated by this Work Letter or, in lieu of all or\n          any portion thereof, any other improvements or alterations to the\n          Premises; and\/or (C) to compensate Landlord for damages incurred, or\n          to reimburse Landlord as provided herein, in connection with or as a\n          result of any Work Letter Draw Event. Landlord or the Beneficiary may\n          make partial draws on the TI Letter of Credit as needed to pay for the\n          Tenant Improvements and\/or Warm Shell Improvements or any other\n          improvements or alterations to the Premises, and\/or to reimburse\n          Landlord for costs incurred with respect to performance of Tenant's\n          obligations under this Work Letter, and\/or to compensate Landlord for\n          damages incurred with respect to or as a result of any Work Letter\n          Draw Event.\n\n                    (B) Subsequent to, in addition to and\/or in lieu of\n          Landlord's remedy set forth in Paragraph 13(d)(ii)(A) above and any\n          other remedies available to Landlord under this Work Letter, the Lease\n          and\/or applicable Laws, Landlord may terminate the Lease and this Work\n          Letter, and present (or cause the Beneficiary to present) its written\n          demand for payment of the entire face amount of the TI Letter of\n          Credit at any time after either (I) a Work Letter Draw Event set forth\n          in clause (I), (II), (III) or (IV) occurs; or (II) any other Work\n          Letter Draw Event has occurred, Landlord has delivered written notice\n          to Tenant of such Work Letter Draw Event, and Tenant has not cured the\n          circumstances underlying such Work Letter Draw Event within twenty\n          (20) days after receipt of such written notice from Landlord. The\n          funds so obtained shall be due and payable to Landlord (or the\n          Beneficiary) as liquidated damages for Tenant's failure to perform its\n          obligations under this Work Letter; provided that, at Tenant's\n          request, Landlord shall reimburse Tenant, from the TI Letter of Credit\n          proceeds only, for any costs incurred by Tenant prior to the Draw\n          Event for construction of the Tenant Improvements and\/or Warm Shell\n          Improvements, to the extent Tenant provides Landlord with reasonable\n          documentation of the payment of such costs and appropriate lien\n          waivers from parties paid.\n\n          IF LANDLORD TERMINATES THE LEASE AND THIS WORK LETTER PRIOR TO\n          COMPLETION OF TENANT'S OBLIGATIONS UNDER THIS WORK LETTER, LANDLORD\n          SHALL RETAIN THE NET PROCEEDS OF THE TI LETTER OF CREDIT AFTER\n          REIMBURSEMENT TO TENANT FOR CERTAIN COSTS PREVIOUSLY INCURRED BY\n\n                                       11\n   65\n\n          TENANT AS PROVIDED IN THE PRECEDING SENTENCE (THE \"NET PROCEEDS\") AS\n          LIQUIDATED DAMAGES. THE PARTIES AGREE THAT LANDLORD'S ACTUAL DAMAGES\n          WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IF TENANT DEFAULTS IN\n          ITS OBLIGATIONS UNDER THIS WORK LETTER, AND THE AMOUNT OF THE NET\n          PROCEEDS IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGES LANDLORD WOULD\n          SUFFER FOR FAILURE OF TENANT TO COMPLETE ITS OBLIGATIONS UNDER THIS\n          WORK LETTER. THE PROVISIONS OF THIS PARAGRAPH 13(d)(ii)(B) SHALL NOT\n          AFFECT ANY OTHER RIGHTS OR REMEDIES OF LANDLORD WITH RESPECT TO ANY\n          DEFAULT OR FAILURE OF TENANT TO PERFORM ANY OTHER OBLIGATIONS UNDER\n          THE LEASE. THE PARTIES WITNESS THEIR AGREEMENT TO THIS LIQUIDATED\n          DAMAGES PROVISION AND THIS LIMITATION OF REMEDIES PROVISION BY\n          INITIALLING BELOW:\n\n          LANDLORD: \/s\/ JM                           TENANT: \/s\/ DD, JH\n\n               (iii) REPLACEMENT. If Landlord or the Beneficiary uses any\n      portion of the TI Letter of Credit, or the cash security deposit resulting\n      from a draw on the TI Letter of Credit, to cure any failure of performance\n      by Tenant hereunder, to complete the Tenant Improvements and\/or Warm Shell\n      Improvements and\/or other improvements, and\/or for any other reason\n      permitted or contemplated by this Paragraph 13, Tenant shall provide a\n      replacement TI Letter of Credit in the TI Required Amount within ten (10)\n      days of notice from Landlord or the Beneficiary, and Tenant's failure to\n      do so shall be a Default hereunder and under the Lease without benefit of\n      grace or cure periods. Any unused portion of the funds so obtained by\n      Landlord or the Beneficiary shall be returned to Tenant upon replacement\n      of the TI Letter of Credit in the full TI Required Amount.\n\n          (e) TI REQUIRED AMOUNT. The term \"TI Required Amount\" initially shall\nmean Fourteen Million Two Hundred Thousand Dollars ($14,200,000), provided,\nhowever, that at such time as Tenant enters into construction contracts for both\nthe Warm Shell Improvements and the Tenant Improvements, if the total aggregate\ncost of the Warm Shell Improvements and the Tenant Improvements (as reflected in\nsuch contracts) is less than Sixty-Nine Dollars per rentable square foot of the\nRentable Area ($69\/RSF) (the \"Minimum Value\"), and if Landlord has previously\napproved such reduced cost in Landlord's sole discretion in accordance with\nParagraph 4 of this Work Letter, the TI Required Amount shall be decreased by\nthe difference between the Minimum Value and the aggregate cost of the Warm\nShell Improvements and the Tenant Improvements as reflected in Tenant's\nconstruction contract, and the amount of such decrease shall be added to the\nRequired Amount of the Letter of Credit required by Paragraph 43 of the Lease.\nTenant shall deliver to Landlord or the Beneficiary either an amendment to the\nLetter of Credit, or a replacement Letter of Credit, in the increased TI\nRequired Amount within ten (10) days after Tenant enters into the last of the\nWarm Shell Contract and the Tenant Improvement Contract.\n\n          (f) RETURN OF LETTER OF CREDIT.\n\n              (i) MULTIPLE TI LETTERS OF CREDIT. If Tenant provides multiple\n          letters of credit to collectively serve as the TI Letter of Credit, so\n          long as no Work Letter Draw Event has occurred each such letter of\n          credit shall be returned to Tenant at such time as Landlord has\n          determined that all of the following have occurred with respect to\n          such letter of credit: (A) Tenant has spent an amount on the Warm\n          Shell Improvements and\/or Tenant Improvements that is at least equal\n          to the aggregate of the face amount of the letter of credit being\n          returned plus the face amount of any letter(s) of credit previously\n          returned to Tenant; (B) the remaining letter(s) of credit constituting\n          the TI Letter of Credit that Landlord or the Beneficiary continue to\n          hold are in an aggregate amount that is not less than the remaining\n          cost (as determined by Landlord in its reasonable discretion) to\n          complete the Warm Shell Improvements and\/or Tenant Improvements\n          (including retention amounts); (C) Tenant has provided Landlord with\n          paid receipts and\/or such other evidence of payment as Landlord may\n          request from all of Tenant's Agents in an aggregate amount of not less\n          than the aggregate amount of all letters of credit constituting the TI\n          Letter of Credit (including the letter of credit then being returned)\n          that have been returned to Tenant at such time; and (D) Tenant has\n          provided Landlord with executed unconditional mechanic's lien releases\n          from all of Tenant's Agents, in the statutory form, with respect to\n          all sums paid to date by Tenant and in an amount of not less\n\n                                       12\n   66\n\n          than the aggregate amount of all letters of credit constituting the TI\n          Letter of Credit (including the letter of credit then being returned)\n          that have been returned to Tenant at such time.\n\n              (ii) FINAL TI LETTER OF CREDIT. The TI Letter of Credit (or, if\n          Tenant provides multiple letters of credit, the final letter of\n          credit) shall be returned to Tenant, and Tenant's obligations under\n          this Paragraph 13 shall terminate, at such time as all of the\n          following have occurred: (A) Tenant has spent at least the TI Required\n          Amount on the Warm Shell Improvements and\/or Tenant Improvements; (B)\n          Tenant has completed and\/or paid for all Tenant Modifications\n          (including any retention amounts); and (C) Tenant has provided\n          Landlord with the following items with respect to all of the Warm\n          Shell Improvements and Tenant Improvements, and all of the Tenant\n          Modifications which are made by or on behalf of Tenant: (I) \"as-built\"\n          drawings signed by either Tenant's architect or contractor; (II) final\n          punch list signed off by both Tenant and Landlord and\/or their\n          architects; (III) written certification from Tenant's architect and\/or\n          contractor that the Warm Shell Improvements, Tenant Improvements and\n          Tenant Modifications are substantially complete in accordance with the\n          Warm Shell Plans and\/or Tenant's Plans, as applicable, and a copy of\n          the certificate of occupancy; (IV) evidence satisfactory to Landlord\n          and any Mortgagee that all potential lien claimants have been fully\n          paid (including retention amounts) and release their lien claims,\n          which evidence shall be sufficient for any Mortgagee to obtain an\n          acceptable endorsement to its title insurance policy insuring\n          lien-free completion of the Warm Shell Improvements, the Tenant\n          Improvements and any Tenant Modifications, and (V) a certificate of\n          occupancy for the entire Premises from the City of Sunnyvale. Landlord\n          shall return the remaining TI Letter of Credit to Tenant within sixty\n          (60) days after all of the conditions set forth in this clause (v)\n          have been satisfied to the reasonable satisfaction of Landlord and any\n          Mortgagee(s).\n\n               (g) ASSIGNMENT OF LETTER OF CREDIT\/MORTGAGEE. Landlord shall be\nentitled to assign the TI Letter of Credit and its rights thereto from time to\ntime in connection with an assignment of this Lease to a Mortgagee as security\nfor the obligations of Landlord to such Mortgagee, or in connection with a sale\nor other transfer of Landlord's interest in all or a portion of the Project\n(provided that, in each instance, Landlord pays any bank fees associated with\nany transfer of the TI Letter of Credit). Tenant shall cooperate with Landlord\nin connection with any modifications of or amendments to the TI Letter of Credit\nthat may be reasonably requested by any Mortgagee and\/or in connection with any\nsuch assignment. At Landlord's sole election, Landlord may also direct Tenant to\ncause the TI Letter of Credit to directly name a Mortgagee as the sole\nbeneficiary thereunder.\n\n               (h) THREE PARTY AGREEMENT. Simultaneously with Tenant's execution\nof the Tenant Improvement Contract and the Warm Shell Contract, Tenant shall\nenter into, and shall cause each of the Warm Shell Contractor and the Tenant\nImprovement Contractor to enter into, an agreement with Landlord and Tenant, in\nform and substance reasonably satisfactory to Landlord (the \"Three Party\nAgreement\"). The Three Party Agreement shall provide that, if a Work Letter Draw\nEvent occurs, Landlord shall have the option to either (I) terminate the\nexisting Tenant Improvement Contract and\/or Warm Shell Contract, as applicable,\nafter paying the applicable general contractor for all completed work from the\nproceeds of the TI Letter of Credit, to the extent they are available to\nLandlord; or (II) assume Tenant's obligations under the existing Tenant\nImprovement Contract and\/or Warm Shell Contract, as applicable; or (III)\nterminate the existing Tenant Improvement Contract and\/or Warm Shell Contract,\nas applicable, as provided in (I) above and enter into a new contract with the\napplicable general contractor for completion of the Tenant Improvements, Warm\nShell Improvements, and\/or any other alterations or improvements to the\nPremises. In addition, the Three Party Agreement shall provide for notice to\nLandlord of any amendment, termination, default or failure to perform under the\napplicable contract, and grant Landlord the right to cure any default or failure\nto perform by Tenant, at Landlord's sole option.\n\n               (i) ADDITIONAL OBLIGATIONS. The TI Letter of Credit described in\nthis Paragraph 13, and Tenant's obligations and Landlord's rights with respect\nthereto, shall be in addition to any Letter of Credit or other security deposit\nprovided by Tenant under the Lease pursuant to Paragraph 43 of the Lease to\nsecure Tenant's obligations under the Lease. The amount of the TI Letter of\nCredit shall not limit Tenant's obligations under this Work Letter.\n\n      14. TENANT'S DELIVERIES: Within sixty (60) days following substantial\ncompletion of the Tenant Improvements, Tenant shall provide to Landlord the\nfollowing: (x) \"as-built\" drawings signed by either Tenant's architect or\nTenant's Contractor; (y) final punch list signed off by both Tenant and Landlord\nand\/or their architects;\n\n                                       13\n   67\n\nand (z) written certification from Tenant's architect and\/or Tenant's Contractor\nthat the work is complete and meets all applicable building codes, and a copy of\nthe certificate of occupancy.\n\n      15. DEFAULT BY TENANT: Notwithstanding any provision to the contrary\ncontained in the Lease, if a Default occurs prior to completion of the Tenant\nImprovements, then all obligations of Landlord under the terms of this Work\nLetter shall be forborne until such time as such Default is cured pursuant to\nthe terms of the Lease. Any delay in construction resulting from Landlord's\nexercise of its rights under this Paragraph 15 shall constitute \"Tenant Delay\".\n\n      16. DISPUTE RESOLUTION. If Landlord and Tenant disagree concerning any\nissues used to determine the Delivery Date or the Commencement Date, and the\nparties are unable to resolve that dispute within thirty (30) days after Tenant\noccupies the Premises, the dispute shall be submitted for resolution pursuant to\nthis Paragraph 16. Notwithstanding the foregoing, during the pendency period of\nany arbitration initiated pursuant to this Paragraph 16, Tenant shall pay\nMonthly Base Rent and Additional Charges from and after the Commencement Date as\ndetermined by Landlord; provided, however, that such payment shall be without\nprejudice to the ultimate determination of that issue.\n\n        ANY CONTROVERSY OR CLAIM ARISING OUT OF THE MATTERS EXPRESSLY MADE\n        SUBJECT TO ARBITRATION PURSUANT TO THIS WORK LETTER SHALL BE SETTLED BY\n        ARBITRATION CONDUCTED IN SAN MATEO OR SANTA CLARA COUNTY, CALIFORNIA, IN\n        ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION\n        ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY\n        BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PREVAILING PARTY IN\n        SUCH ARBITRATION SHALL BE ENTITLED TO ATTORNEYS' FEES AND COSTS.\n\n        NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY\n        DISPUTE ARISING OUT OF THIS WORK LETTER DECIDED BY NEUTRAL ARBITRATION\n        AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT\n        POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY\n        INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO\n        DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN\n        THE \"ARBITRATION OF DISPUTES\" PROVISION. IF YOU REFUSE TO SUBMIT TO\n        ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO\n        ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.\n        YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.\n\n        WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES\n        ARISING OUT OF THE MATTERS INCLUDED IN THE \"ARBITRATION OF DISPUTES\"\n        PROVISION TO NEUTRAL ARBITRATION.\n\n        Consent to neutral arbitration by: \/s\/ JM  Landlord  \/s\/ DD, JH  Tenant\n\n        17. DEFINED TERMS. All capitalized terms not defined in this Work Letter\nshall have the meanings given them in the Lease.\n\n                                       14\n   68\n                                  EXHIBIT \"D\"\n\n\n                              RULES AND REGULATIONS\n\n        1. No sign, placard, picture, name, advertisement or notice visible from\nthe exterior of the Premises shall be inscribed, painted, affixed, installed or\notherwise displayed by Tenant either on the Premises or any part of the Building\nor Project without the prior written consent of Landlord, and Landlord shall\nhave the right to remove any such sign, placard, picture, name, advertisement or\nnotice without notice to and at the expense of Tenant. If Landlord shall have\ngiven such consent to Tenant at any time, whether before or after the execution\nof the Lease, such consent shall not in any way operate as a waiver or release\nof any of the provisions hereof or of the Lease, and shall be deemed to relate\nonly to the particular sign, placard, picture, name, advertisement or notice so\nconsented to by Landlord and shall not be construed as dispensing with the\nnecessity of obtaining the specific written consent of Landlord with respect to\nany other such sign, placard, picture, name, advertisement or notice. All\napproved signs or lettering on doors and walls shall be printed, painted,\naffixed or inscribed at the expense of Tenant by a person approved by Landlord.\n\n        2. No curtains, draperies, blinds, shutters, shades, screens or other\ncoverings, awnings, hangings or decorations shall be attached to, hung or placed\nin, or used in connection with, any window, door or patio on the Premises\nwithout the prior written consent of Landlord. In any event with the prior\nwritten consent of Landlord, all such items shall be installed inboard of\nLandlord's window coverings and shall not in any way be visible from the\nexterior of the Building. No articles shall be placed or kept on the window\nsills so as to be visible from the exterior of the Building. No articles shall\nbe placed against glass partitions or doors which might appear unsightly from\noutside the Building.\n\n        3. During the continuance of any invasion, mob, riot, public excitement\nor other circumstance rendering such action advisable in Landlord's opinion,\nLandlord reserves the right to prevent access to the Building by closing the\ndoors, or otherwise, for the safety of tenants and protection of the Building\nand property in the Building.\n\n        4. Tenant shall see that the doors of the Premises are closed and\nsecurely locked and must observe strict care and caution that all water faucets\nor water apparatus are entirely shut off before Tenant or its employees leave\nsuch Premises, and that all utility switches over which Tenant has control shall\nlikewise be carefully shut off (other than as required for security or safety\npurposes), so as to prevent waste or damage, and for any default or carelessness\nthe Tenant shall make good all injuries sustained by other tenants or occupants\nof the Building or Project or Landlord. On multiple-tenancy floors, all tenants\nshall keep the door or doors to the Building corridors closed at all times\nexcept for ingress and egress.\n\n        5. Tenant shall keep and cause to be kept closed all window coverings\nwhen necessary because of the sun's position.\n\n        6. Tenant shall not alter any lock or access device or install a new or\nadditional lock or access device or any bolt on any door of the Premises without\nprior written notice to Landlord, and shall immediately provide Landlord with\nnew keys or other access devises upon such alteration or installation.\n\n        7. Tenant shall not make or have made additional copies of any keys or\naccess devices provided by Landlord but shall instead obtain any necessary\nadditional keys or devices from Landlord.. Tenant, upon the termination of the\ntenancy, shall deliver to Landlord all the keys or access devices for the\nBuilding, offices, rooms and toilet rooms which shall have been furnished to\nTenant or which Tenant shall have had made. In the event of the loss of any keys\nor access devices so furnished by Landlord, Tenant shall pay Landlord the actual\ncost (including rekeying if necessary) therefor.\n\n        8. The toilet rooms, toilets, urinals, wash bowls and other apparatus\nshall not be used for any purpose other than that for which they were\nconstructed and no foreign substance of any kind whatsoever shall be thrown\ntherein, and the expense of any breakage, stoppage or damage resulting from the\nviolation of this rule by Tenant or Tenant's employees or invitees shall be\nborne by Tenant.\n\n\n                                       1\n   69\n\n        9. Tenant shall not use or keep in the Premises or the Building any\nkerosene, gasoline or inflammable or combustible fluid or material other than\nlimited quantities necessary for the operation or maintenance of office or\noffice equipment, and Tenant's emergency diesel generator. Tenant shall not use\nany method of heating or air conditioning other than supplied or approved by\nLandlord.\n\n        10. Tenant shall not use, keep or permit to be used or kept in the\nPremises any foul or noxious gas or substance or permit or suffer the Premises\nto be occupied or used in a manner offensive or objectionable to Landlord or\nother occupants of the Building by reason of noise, odors and\/or vibrations or\ninterfere in any way with other tenants or those having business therein, nor\nshall any animals or birds be brought or kept in or about the Premises or the\nBuilding.\n\n        11. Except as provided in Paragraph 7 or consented to by Landlord, no\ncooking shall be done or permitted by Tenant on the Premises (except that use by\nthe Tenant of Underwriter's Laboratory approved equipment for the preparation of\ncoffee, tea, hot chocolate and similar beverages for Tenant and its employees\nshall be permitted, provided that such equipment and use are in accordance with\nall applicable federal, state and city laws, codes, ordinances, rules and\nregulations), nor shall Premises be used for lodging.\n\n        12. The Premises shall not be used for lodging. Landlord will allow\ncooking with UL approved cooking equipment, approved by Landlord, which approval\nshall not be unreasonably withheld.\n\n        13. If Tenant requires telegraphic, telephonic, burglar alarm or similar\nservices, it shall first obtain and comply with Landlord's reasonable\ninstructions in their installation.\n\n        14. Except as allowed by, and then in accordance with, the express\nprovisions of the Lease, Tenant shall not install any radio or television\nantenna, loudspeaker or any other device on the exterior walls or the roof of\nthe Building. Tenant shall not interfere with radio or television broadcasting\nor reception from or in the Building or elsewhere.\n\n        15. Tenant shall not lay linoleum, tile, carpet or any other floor\ncovering so that the same shall be affixed to the floor of the Premises in any\nmanner except as approved in writing by Landlord. The expense of repairing any\ndamage resulting from a violation of this rule by Tenant or Tenant's\ncontractors, employees or invitees or the removal of any floor covering shall be\nborne by Tenant. Tenant shall use chair pads if needed to avoid excess wear and\ntear to the floor coverings.\n\n        16. Landlord shall have the right to prescribe the weight, size, and\nposition of all safes, furniture or other heavy equipment brought into the\nBuilding. Safes or other heavy objects shall, if considered necessary by\nLandlord, stand on wood strips of such thickness as determined by Landlord to be\nnecessary to properly distribute the weight thereof. Landlord will not be\nresponsible for loss of or damage to any such safe, equipment or property from\nany cause, and all damage done to the Building by moving or maintaining any such\nsafe, equipment or other property shall be repaired at the expense of Tenant.\n\n        17. Business machines and mechanical equipment belonging to Tenant which\ncause noise or vibration that may be transmitted to the structure of the\nBuilding or to any space therein to such a degree as to be objectionable to\nLandlord or to any tenants in the Building shall be placed and maintained by\nTenant, at Tenant's expense, on vibration eliminators or other devices\nsufficient to eliminate noise or vibration. The persons employed to move such\nequipment in or out of the Building must be acceptable to Landlord.\n\n        18. Tenant shall not place a load upon any floor of the Premises which\nexceeds the load per square foot which such floor was designed to carry and\nwhich is allowed by law. Tenant shall not deface the Premises or any part\nthereof. Tenant may hang pictures on walls in the Premises. Any damage to the\nwalls caused by molley bolts, or like hanging materials, will be repaired by\nTenant.\n\n        19. There shall not be used in any space, or in the public areas of the\nBuilding or Project, either by Tenant or others, any hand trucks except those\nequipped with rubber tires and side guards or such other\n\n\n                                       2\n   70\n\nmaterial-handling equipment as Landlord may approve. No other vehicles of any\nkind shall be brought by Tenant into or kept in or about the Premises.\n\n        20. Tenant shall store all trash and garbage within either the interior\nof the Premises or within any trash enclosures in the Project Common Area that\nare designated by, and constructed by, Landlord. No material shall be placed in\nthe trash boxes or receptacles if such material is of such nature that it may\nnot be disposed of in the ordinary and customary manner of removing and\ndisposing of trash and garbage in the jurisdiction in which the Premises is\nlocated, without violation of any law or ordinance governing such disposal. All\ntrash, garbage and refuse disposal shall be made only through entryways and\nelevators provided for such purposes and at such times as Landlord shall\ndesignate.\n\n        21. Canvassing, soliciting, distribution of handbills or any other\nwritten material and peddling in the Building or Project are prohibited, and\nTenant shall cooperate to prevent the same. Tenant shall not make room-to-room\nsolicitation of business from other tenants in the Building or Project.\n\n        22. Landlord shall have the right, exercisable upon reasonable advance\nnotice and without liability to Tenant, to change the name and address of the\nBuilding or Project.\n\n        23. Landlord reserves the right to exclude or expel from the Building or\nProject any person who, in Landlord's judgment, is intoxicated or under the\ninfluence of liquor or drugs or who is in violation of any of the rules or\nregulations of the Building.\n\n        24. Without the prior written consent of Landlord, Tenant shall not use\nthe name of the Building or Project in connection with or in promoting or\nadvertising the business of Tenant except as Tenant's address. Tenant may use\nProject's name on its stationery and business cards.\n\n        25. Tenant shall comply with all safety, fire protection and evacuation\nprocedures and regulations established by Landlord or any governmental agency.\n\n        26. Tenant assumes any and all responsibility for protecting the\nPremises from theft, robbery and pilferage, which includes keeping doors locked\nand other means of entry to the Premises closed, unless caused by the gross\nnegligence or willful misconduct of Landlord, its agents, servants, or employees\n(\"Landlord Parties\").\n\n        27. The requirements of Tenant will be attended to only upon application\nat the office of the Building or Project by an authorized individual. Employees\nof Landlord shall not perform any work or do anything outside of their regular\nduties unless under special instructions from Landlord.\n\n        28. Landlord may waive any one or more of these Rules and Regulations\nfor the benefit of any particular tenant or tenants, but no such waiver by\nLandlord shall be construed as a waiver of such Rules and Regulations in favor\nof any other tenant or tenants, nor prevent Landlord from thereafter enforcing\nany such Rules and Regulations against any or all tenants of the Building or\nProject.\n\n        29. Landlord reserves the right to make such other and reasonable rules\nand regulations as in its judgment may from time to time be needed for safety\nand security, for care and cleanliness of the Building and Project and for the\npreservation of good order therein. Tenant agrees to abide by all such Rules and\nRegulations hereinafter stated and any additional rules and regulations which\nare adopted and which are not contrary to Tenant's rights under the Lease. No\nnew Rule or Regulation shall be designed to discriminate solely against Tenant.\n\n        30. Tenant shall be responsible for the observance of all of the\nforegoing Rules and Regulations by Tenant's employees, agents, clients,\ncustomers, invitees and guests.\n\n        31. Tenant shall not use the Project Common Areas for any gathering,\nparty, picnic or similar functions without Landlord's prior written consent, not\nto be unreasonably withheld or delayed. Any such consent shall be conditioned\nupon Tenant indemnifying, defending and holding Landlord harmless against any\npersonal injury, death or damages to the Project or any portion thereof or any\nother property of Landlord or any other tenants in the building or any other\nparty as a result of the function, and to paying to Landlord as an Additional\nCharge any\n\n\n                                       3\n   71\n\ncosts incurred by Landlord in connection with such event. Prior to any such\ngathering, party, picnic or similar function, Tenant shall provide Landlord with\nevidence of insurance, in the form and liability amounts reasonably required by\nLandlord, covering the foregoing indemnification obligations.\n\n        32. Unless otherwise defined, terms used in these Rules and Regulations\nshall have the same meaning as in the Lease.\n\n        33. Wherever Landlord's consent, approval, agreement or authorization is\nrequired under these Rules and Regulations, Landlord shall not unreasonably\nwithhold, delay or condition such consent, approval, agreement or authorization.\nWherever Landlord's judgment, opinion or discretion is exercised with respect to\nany of these Rules and Regulations, Landlord shall exercise reasonable judgment,\nopinion or discretion.\n\n\n                                       4\n   72\n                                   EXHIBIT \"E\"\n\n                           TENANT ESTOPPEL CERTIFICATE\n\n\nTo:\n   -------------------------------\n\n   -------------------------------\n\n   -------------------------------\n   Attention:\n             ---------------------\n\nRe:\n   -------------------------------\n\n1. The undersigned, as Tenant of approximately _______ square feet of space (the\n\"Premises\") under that certain Lease dated ____________________, ______ (the\n\"Lease\") made with ____________________________, Landlord, covering space in\nLandlord's building (the \"Building\") in __________________ County,\n___________________, known as _________________________________________, hereby\ncertifies as follows:\n\n        (a) That attached hereto as Exhibit \"A\" is a true, correct and complete\ncopy of the Lease, together with all amendments thereto;\n\n        (b) That the Lease is in full force and effect and has not been\nmodified, supplemented or amended in any way except as set forth in Exhibit \"A.\"\nThe interest of the undersigned in the Lease has not been assigned or\nencumbered;\n\n        (c) That the Lease, as amended as indicated in Exhibit \"A,\" represents\nthe entire agreement between the parties as to said leasing, and that there are\nno other agreements, written or oral, which affect the occupancy of the Premises\nby the undersigned;\n\n        (d) That all insurance required of the undersigned under the Lease has\nbeen provided by the undersigned and all premiums have been paid;\n\n        (e) That the commencement date of the term of the Lease [was\n________________, _____][PRE-OCCUPANCY: will be determined as follows:\n____________________________________];\n\n        (f) That the expiration date of the term of the Lease [is\n__________________, _____, including any presently exercised option or renewal\nterm][PRE-OCCUPANCY: will be determined as follows: _________________], and that\nthe undersigned has no rights to renew, extend or cancel the Lease or to lease\nadditional space in the Premises or the Building, except as expressly set forth\nin the Lease;\n\n        (g) That in addition to the Premises, the undersigned has the right to\nuse or rent _______ parking spaces in or near the Building during the term of\nthe Lease;\n\n        (h) That the undersigned has no option or preferential right to purchase\nall or any part of the Premises (or the land or Building of which the Premises\nare a part), and has no right or interest with respect to the Premises or the\nBuilding other than as Tenant under the Lease (except as specified in\n____________, a copy of which is attached hereto).\n\n        (i) That all conditions of the Lease to be performed by Landlord and\nnecessary to the enforceability of the Lease have been satisfied.\n[PRE-OCCUPANCY: The following conditions to commencement of the Lease Term\nremain to be satisfied by Landlord and\/or Tenant:\n___________________________________.] On this date there are no existing\ndefenses, offsets, claims or credits which the undersigned has against the\nenforcement of the Lease except for prepaid rent through ____________ (not to\nexceed one month);\n\n\n                                      -1-\n\n   73\n\n        (j) That all contributions required by the Lease to be paid by Landlord\nto date for improvements to the Premises have been paid in full. All\nimprovements or work required under the Lease to be made by Landlord to date, if\nany, have been completed to the satisfaction of the undersigned. Charges for all\nlabor and materials used or furnished in connection with improvements and\/or\nalterations made for the account of the undersigned in the Building have been\npaid in full. The undersigned has accepted the Premises, subject to no\nconditions other than those set forth in the Lease. The undersigned has entered\ninto occupancy of the Premises;\n\n        (k) That the annual minimum rent currently payable under the Lease is\n$________________ and such rent has been paid through _______________________;\n\n        (l) That additional rent is payable under the Lease for (i) operating,\nmaintenance or repair expenses, (ii) property taxes, and (iii) consumer price\nindex cost of living adjustments (subject to minimum and maximum annual\nadjustments as provided in the Lease). The base year amounts for additional\nrental based on the consumer price index are as follows: __________________\n(indicate base year CPI level). Tenant's share of operating, maintenance, repair\nand insurance costs is computed as follows: _______. Tenant's share of property\ntaxes is computed as follows: ________.\n\n        (m) That the undersigned has made no agreement with Landlord or any\nagent, representative or employee of Landlord concerning free rent, partial\nrent, rebate of rental payments or any other similar rent concession (except as\nexpressly set forth in _______________________________, a copy of which is\nattached hereto). No rents have been prepaid more than one (1) month in advance\nand full rental, including basic minimum rent, if any, has commenced to accrue;\n\n        (n) That there are no defaults by the undersigned or Landlord under the\nLease, and no event has occurred or situation exists that would, with the\npassage of time, constitute a default under the Lease;\n\n        (o) That the undersigned has paid to Landlord a security deposit in the\namount of $_______________________;\n\n        (p) That the undersigned has all governmental permits, licenses and\nconsents required for the activities and operations being conducted or to be\nconducted by it in or around the Building;\n\n        (q) That as of this date there are no actions, whether voluntary or\notherwise, pending against the undersigned or any guarantor of the Lease under\nthe bankruptcy or insolvency laws of the United States or any state thereof.\n\n2. The undersigned represents and warrants that it has not used, generated,\nreleased, discharged, stored or disposed of any Hazardous Material on, under, in\nor about the Building or the land on which the Building is located, except for\nsuch substances of a type and only in a quantity normally used in connection\nwith the ordinary and commercially reasonable occupancy or operation of\nbuildings (such as non-flammable cleaning fluids and supplies normally used in\nthe day-to-day operation of first class establishments similar to the\nImprovements), which substances are being held, stored, and used in strict\ncompliance with federal, state, and local laws. Except for any such legal and\ncommercially reasonable use by the undersigned, to the best of the undersigned's\nknowledge, no Hazardous Material is present or has been used, generated,\nreleased, discharged, stored or disposed of by any party, on, under, in or about\nsuch Building or land. To the best of the undersigned's knowledge, the use,\nmaintenance and operation of the Premises complies with, and will at all times\ncomply with, all applicable federal, state, county or local statues, laws, rules\nand regulations of any governmental authorities relating to Hazardous Materials\nand\/or other environmental, health or safety matters (being hereinafter\ncollectively referred to as \"Environmental Laws\"). Tenant has not received any\nnotices, written or oral, of violation of any Environmental Law or of any\nallegation which, if true, would contradict anything contained herein and there\nare not writs, injunctions, decrees, orders or judgments outstanding, no\nlawsuits, claims, proceedings or investigations pending or threatened, relating\nto the use, maintenance or operation of the Premises, nor is Tenant aware of a\nbasis for any such proceeding. As used herein, \"Hazardous Material\" means any\nsubstance, material or waste (including petroleum and petroleum products) which\nis designated, classified or regulated as being \"toxic\" or \"hazardous\" or a\n\"pollutant\" or which is similarly designated, classified or regulated under any\nfederal, state or local law or ordinance.\n\n\n                                      -2-\n\n   74\n\n3. The undersigned hereby agrees:\n\n        (a) To send a copy of any notice or demand given or made to Landlord\npursuant to the provisions of the Lease to ___________ (\"Lender\"), who is or\nwill be the owner and holder of a mortgage or deed of trust on the demised\npremises, or its assignee upon being notified in writing of such assignee's name\nand address. Lender's copy of said notice or demand shall be sent by certified\nmail at the same time the notice or demand is sent to Landlord, to\n_________________, Attention: _______________.\n\n        (b) To give to the holder of said mortgage or deed of trust a reasonable\nperiod of time, but in no event less than sixty (60) days or such longer period\nof time as may be provided in the Lease, to cure any default complained of in\nsaid notice or demand;\n\n        (c) That no consent of Landlord to any modification or assignment of the\nLease, or any release of any party having liability under the Lease, or any\ntermination of the Lease (other than in accordance with the express terms of the\nLease), shall be effective without the prior written consent of the holder of\nsaid mortgage or deed of trust; and\n\n        (c) That in the event that the holder of said mortgage or deed of trust\nacquires title to the property encumbered by the mortgage or deed of trust, such\nholder will not be liable for any security deposit that the undersigned may have\ngiven to any previous landlord (including Landlord) which has not, as such, been\ntransferred to such holder.\n\n4. The undersigned acknowledges the right of Lender to rely upon the\ncertifications and agreements in this Certificate in making a loan to Landlord.\nThe undersigned hereby agrees to furnish Lender with such other and further\nestoppel certificates as Lender may reasonably request. The undersigned\nunderstands that in connection with such loan, Landlord's interest in the\nrentals due under the Lease will be assigned to Lender pursuant to an assignment\nof leases by Landlord in favor of Lender. The undersigned agrees that if Lender\nshall notify the undersigned that a default has occurred under the documents\nevidencing such loan and shall demand that the undersigned pay rentals and other\namounts due under the Lease to Lender, the undersigned will honor such demand\nnotwithstanding any contrary instructions from Landlord. The undersigned agrees\nthat neither Lender, nor its successors or assigns, assumes any duty, liability\nor obligation whatsoever under the Lease or any extension or renewal thereof by\nreason of Lender's loan to the Landlord and Landlord's assignment of leases in\nfavor of Lender.\n\n        EXECUTED this _____ day of _________________, _____.\n\n\n                                      ------------------------------------------\n\n                                      By:\n                                         ---------------------------------------\n                                      Name:\n                                           -------------------------------------\n                                      Title:\n                                            ------------------------------------\n\n\n                                      -3-\n   75\n                                   EXHIBIT \"F\"\n\n\nRECORDING REQUESTED BY                   )\nAND WHEN RECORDED MAIL TO:               )\n---------------------------------      )\n                                         )\n                                         )\nAttn.:                                   )\n       --------------------------------\nLoan No.:                                )\n          -----------------------------\n                                         )\n--------------------------------------------------------------------------------\n                                              Space above for Recorder's Use\n\n             SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT\n\n\n        NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT\nRESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN\nTHE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.\n\n        THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this\n\"Agreement\") dated _______________, ________, is made among\n__________________________________ (\"Tenant\"),\n_______________________________________________ (\"Landlord\"), and\n____________________, a national banking association (\"Lender\").\n\n        WHEREAS, Lender is the owner of a promissory or deed of trust note\n(herein, as it may have been or may be from time to time renewed, extended,\namended, supplemented or restated, called the \"Note\") dated\n___________________________, executed by Landlord payable to the order of\nLender, in the face principal amount of $____________, bearing interest and\npayable as therein provided, secured by, among other things, a [CONSTRUCTION]\nDeed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture\nFiling (herein, as it may have been or may be from time to time renewed,\nextended, amended or supplemented, called the \"Deed of Trust\"), recorded or to\nbe recorded in the real property records of ___________________ County,\n_____________________, covering, among other property, the land (the \"Land\")\ndescribed in Exhibit \"A\" which is attached hereto and incorporated herein by\nreference, and the improvements (\"Improvements\") thereon (such Land and\nImprovements being herein together called the \"Property\");\n\n        WHEREAS, Tenant is the tenant under a lease from Landlord dated\n________________, as amended on _____________________________, ______ (herein,\nas it may from time to time be renewed, extended, amended or supplemented,\ncalled the \"Lease\"), covering a portion of the Property (said portion being\nherein referred to as the \"Premises\"); and\n\n        WHEREAS, the term \"Landlord\" as used herein means the present landlord\nunder the Lease or, if the landlord's interest is transferred in any manner, the\nsuccessor(s) or assign(s) occupying the position of landlord under the Lease at\nthe time in question.\n\n        NOW, THEREFORE, in consideration of the mutual agreements herein, and\nfor other good and valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, the parties agree as follows:\n\n        1. Subordination. Tenant agrees and covenants that the Lease and the\nrights of Tenant thereunder, all of Tenant's right, title and interest in and to\nthe property covered by the Lease, and any lease thereafter executed by Tenant\ncovering any part of the Property, are and shall be subject, subordinate and\ninferior to (a) the Deed of Trust and the rights of Lender thereunder, and all\nright, title and interest of Lender in the Property, and (b) all other security\ndocuments now or hereafter securing payment of any indebtedness of Landlord (or\nany prior landlord) to Lender which cover or affect the Property (the \"Security\nDocuments\"). This Agreement is not intended and shall\n\n\n                                      -1-\n\n   76\n\nnot be construed to subordinate the Lease to any mortgage, deed of trust or\nother security document other than those referred to in the preceding sentence,\nsecuring the indebtedness to Lender.\n\n        2. Nondisturbance. Lender agrees that so long as the Lease is in full\nforce and effect and Tenant is not in default in the payment of rent, additional\nrent or other payments or in the performance of any of the other terms,\ncovenants or conditions of the Lease on Tenant's part to be performed (beyond\nthe period, if any, specified in the Lease within which Tenant may cure such\ndefault),\n\n           (a) Tenant's possession of the Premises under the Lease shall not be\ndisturbed or interfered with by Lender in the exercise of any of its foreclosure\nrights under the Deed of Trust or in connection with any conveyance in lieu of\nforeclosure, and\n\n           (b) Lender will not join Tenant as a party defendant for the purpose\nof terminating Tenant's interest and estate under the Lease in any proceeding\nfor foreclosure of the Deed of Trust.\n\n        3. Attornment.\n\n           (a) Tenant covenants and agrees that in the event of foreclosure of\nthe Deed of Trust, whether by power of sale or by court action, or upon a\ntransfer of the Property by conveyance in lieu of foreclosure (the purchaser at\nforeclosure or the transferee in lieu of foreclosure, including Lender if it is\nsuch purchaser or transferee, being herein called \"New Owner\"), Tenant shall\nattorn to New Owner as Tenant's new landlord, and agrees that the Lease shall\ncontinue in full force and effect as a direct lease between Tenant and New Owner\nupon all of the terms, covenants, conditions and agreements set forth in the\nLease and this Agreement, except for provisions which are impossible for New\nOwner to perform; provided, however, that in no event shall New Owner be:\n\n               (i)    liable for any act, omission, default, misrepresentation\n        or breach of warranty of any previous landlord (including Landlord) or\n        obligations accruing prior to New Owner's actual ownership of the\n        Property or any act or failure to act by any party other than New Owner;\n\n               (ii)   subject to any credit, offset, defense, claim or\n        counterclaim which Tenant might be entitled to assert against any\n        previous landlord (including Landlord);\n\n               (iii)  bound by, or required to credit Tenant with, any payment\n        of rent, additional rent or other payments made by Tenant to any\n        previous landlord (including Landlord) for more than one (1) month in\n        advance;\n\n               (iv)   bound by any amendment, modification, renewal or extension\n        of the Lease hereafter made, or consent or acquiescence by any previous\n        landlord (including Landlord) under the Lease to any assignment or\n        sublease hereafter granted, without the written consent of Lender;\n\n               (v)    liable for, or required to credit Tenant with, any deposit\n        (including, without limitation, any security deposit) that Tenant may\n        have given to any previous landlord (including Landlord) which has not,\n        as such, been transferred to New Owner;\n\n               (vi)   bound by any amendment, renewal or extension of the Lease\n        that is inconsistent with the terms of this Agreement or is not in\n        writing and signed both by Tenant and Landlord;\n\n               (vii)  bound by any reduction of any rent or additional rent\n        payable under the Lease, unless the reduction is in connection with an\n        extension or renewal of the Lease at prevailing market terms or was made\n        with Lender's prior consent;\n\n               (viii) bound by any reduction of the term of the Lease or any\n        termination, cancellation or surrender of the Lease unless the\n        reduction, termination, cancellation or surrender occurred during the\n        last six months of the Term of the Lease or was made with Lender's prior\n        consent; or\n\n\n                                      -2-\n\n   77\n\n               (ix) bound by any obligation to make improvements to the\n        Property, including the Premises, to make any payment or give any credit\n        or allowance to Tenant provided for in the Lease or pay any leasing\n        commissions arising out of the Lease, except that new Owner will be:\n\n                    (A) bound by any such obligations provided for in the\n        Lender-approved form Lease;\n\n                    (B) bound by any such obligations if the overall economic\n        terms of the Lease (including the economic terms of any renewal options)\n        represented market terms for similar space in properties comparable to\n        the Property when the Lease was executed; and\n\n                    (C) bound to comply with the casualty and condemnation\n        restoration provisions included in the Lease provided (and to the\n        extent) that New Owner received the insurance or condemnation proceeds;\n        or\n\n                    (D) liable for obligations under the Lease with respect to\n        any off-site property or facilities for the use of Tenant (such as\n        off-site leased space or parking) unless New Owner acquires in the same\n        foreclosure action the right, title or interest to the off-site\n        property.\n\n           (b) The provisions of this Agreement regarding attornment by Tenant\nshall be self-operative and effective without the necessity of execution of any\nnew lease or other document on the part of any party hereto or the respective\nheirs, legal representatives, successors or assigns of any such party. Tenant\nagrees, however, to execute and deliver upon the request of New Owner, any\ninstrument or certificate which in the reasonable judgment of New Owner may be\nnecessary or appropriate to evidence such attornment, including a new lease of\nthe Premises on the same terms and conditions as the Lease for the unexpired\nterm of the Lease.\n\n        4. Estoppel Certificate. Tenant agrees to execute and deliver from time\nto time, upon the request of Landlord or of any holder(s) of any of the\nindebtedness or obligations secured by the Deed of Trust, a certificate\nregarding the status of the Lease, certifying (a) that the Lease is in full\nforce and effect, (b) the date through which rentals have been paid, (c) the\ndate of the commencement of the term of the Lease, (d) the nature of any\namendments or modifications of the Lease, (e) that to the best of Tenant's\nknowledge no default, or state of facts which with the passage of time or notice\n(or both) would constitute a default, exists under the Lease, (f) that to the\nbest of Tenant's knowledge, no setoffs, recoupments, estoppels, claims or\ncounterclaims exist against Landlord, and (g) such other matters as may be\nreasonably requested. If any of the foregoing statements are untrue, Tenant's\ncertificate shall state the reasons therefor.\n\n        5. Acknowledgment and Agreement by Tenant. Tenant acknowledges and\nagrees as follows:\n\n           (a) Tenant acknowledges that in connection with the financing of the\nProperty, Landlord is executing and delivering to Lender the Deed of Trust which\ncontains an assignment of leases and rents. Tenant hereby expressly consents to\nsuch assignment and agrees that such assignment shall, in all respects, be\nsuperior to any interest Tenant has in the Lease or the Property, subject to the\nprovisions of this Agreement. Tenant will not amend, alter or waive any\nprovision of, or consent to the amendment, alteration or waiver of, any\nprovision of the Lease without the prior written consent of Lender. Tenant shall\nnot prepay any rents or other sums due under the Lease for more than one (1)\nmonth in advance of the due date therefor. Tenant acknowledges that Lender will\nrely upon this instrument in connection with such financing.\n\n           (b) Lender, in making any disbursements to Landlord, is under no\nobligation or duty to oversee or direct the application of the proceeds of such\ndisbursements, and such proceeds may be used by Landlord for purposes other than\nimprovement of the Property.\n\n           (c) From and after the date hereof, in the event of any act or\nomission by Landlord which would give Tenant the right, either immediately or\nafter the lapse of time, to terminate the Lease or to claim a partial or total\neviction, Tenant will not exercise any such right (i) until it has given written\nnotice of such act or omission to Lender, and (ii) until the same period of time\nas is given to Landlord under the Lease to cure such act or omission shall have\nelapsed following such giving of notice to Lender and following the time when\nLender shall have become \n\n\n                                      -3-\n\n   78\n\nentitled under the Deed of Trust to remedy the same. In no event will Tenant\nexercise any such right less than 60 days after receipt of such notice or prior\nto the passage of such longer period of time as may be necessary to cure or\nremedy such default, act or omission including such period of time necessary to\nobtain possession of the Property and thereafter cure such default, act or\nomission, during which period of time Lender shall be permitted to cure or\nremedy such default, act or omission. Notwithstanding the foregoing, Lender\nshall have no duty or obligation to cure or remedy any breach or default. It is\nspecifically agreed that Tenant shall not, as to Lender, require cure of any\nsuch default which is personal to Landlord and therefore not susceptible to cure\nby Lender.\n\n           (d) In the event that Lender notifies Tenant of a default under the\nDeed of Trust, Note or Security Documents and demands that Tenant pay its rent\nand all other sums due under the Lease directly to Lender, Tenant shall honor\nsuch demand and pay the full amount of its rent and all other sums due under the\nLease directly to Lender, without offset, or as otherwise required pursuant to\nsuch notice beginning with the payment next due after such notice of default,\nwithout inquiry as to whether a default actually exists under the Deed of Trust,\nSecurity Documents or otherwise in connection with the Note, and notwithstanding\nany contrary instructions of or demands from Landlord.\n\n           (e) Tenant shall send a copy of any notice or statement under the\nLease to Lender at the same time such notice or statement is sent to Landlord if\nsuch notice or statement has a material impact on the economic terms, operating\ncovenants or duration of the Lease.\n\n           (f) Tenant has no right or option of any nature whatsoever, whether\npursuant to the Lease or otherwise, to purchase the Premises or the Property, or\nany portion thereof or any interest therein, and to the extent that Tenant has\nhad, or hereafter acquires, any such right or option, the same is hereby\nacknowledged to be subject and subordinate to the Deed of Trust and is hereby\nwaived and released as against Lender and New Owner.\n\n           (g) This Agreement satisfies any condition or requirement in the\nLease relating to the granting of a nondisturbance agreement and Tenant waives\nany requirement to the contrary in the Lease.\n\n           (h) Lender and any New Owner shall have no liability to Tenant or any\nother party for any conflict between the provisions of the Lease and the\nprovisions of any other lease affecting the Property, including any provisions\nrelating to exclusive or non-conforming uses or rights, renewal options and\noptions to expand, and in the event of such a conflict, Tenant shall have no\nright to cancel the Lease or take any other remedial action against Lender, New\nOwner or any other party.\n\n           (i) Lender and any New Owner shall have no obligation nor shall they\nincur any liability with respect to the erection or completion of the\nimprovements in which the Premises are located or for completion of the Premises\nor any improvements for Tenant's use and occupancy, either at the commencement\nof the term of the Lease, upon any renewal or extension thereof, or upon the\naddition of additional space pursuant to any expansion rights contained in the\nLease.\n\n           (j) Lender and any New Owner shall have no obligation nor shall they\nincur any liability with respect to any warranties of any nature whatsoever,\nwhether pursuant to the Lease or otherwise, including any warranties respecting\nuse, compliance with zoning, Landlord's title, Landlord's authority,\nhabitability, fitness for purpose or possession.\n\n           (k) In the event that Lender or any New Owner shall acquire title to\nthe Premises or the Property, Lender or such New Owner shall have no obligation,\nnor shall it incur any liability, beyond Lender's or New Owner's then-equity\ninterest, if any, in the Property or the Premises, and Tenant shall look\nexclusively to such equity interest of Lender or New Owner, if any, for the\npayment and discharge of any obligations imposed upon Lender or New Owner\nhereunder or under the Lease or for recovery of any judgment from Lender or New\nOwner, and in no event shall Lender, New Owner, or any of their respective\nofficers, directors, shareholders, agents, representatives, servants, employees\nor partners ever be personally liable for such judgment.\n\n           (l) Tenant has never permitted, and will not permit, the generation,\ntreatment, storage or disposal of any hazardous substance as defined under\nfederal, state, or local law, on the Premises or Property except for such\nsubstances of a type and only in a quantity normally used in connection with the\noccupancy or operation of \n\n\n                                      -4-\n\n   79\n\nbuildings (such as non-flammable cleaning fluids and supplies normally used in\nthe day-to-day operation of first class establishments similar to the\nImprovements), which substances are being held, stored, and used in strict\ncompliance with federal, state, and local laws. Tenant shall be solely\nresponsible for and shall reimburse and indemnify Landlord, New Owner or Lender,\nas applicable, for any loss, liability, claim or expense, including cleanup and\nall other expenses, including legal fees that Landlord, New Owner or Lender, as\napplicable, may incur by reason of Tenant's violation of the requirements of\nthis Section 5(l).\n\n        6. Acknowledgment and Agreement by Landlord. Landlord, as landlord under\nthe Lease and trustor under the Deed of Trust, acknowledges and agrees for\nitself and its heirs, representatives, successors and assigns, that: (a) this\nAgreement does not constitute a waiver by Lender of any of its rights under the\nDeed of Trust, Note or Security Documents, nor does this Agreement in any way\nrelease Landlord from its obligations to comply with the terms, provisions,\nconditions, covenants, agreements and clauses of the Deed of Trust, Note and\nSecurity Documents; (b) the provisions of the Deed of Trust, Note and Security\nDocuments remain in full force and effect and must be complied with by Landlord;\nand (c) Tenant is hereby authorized to pay its rent and all other sums due under\nthe Lease directly to Lender upon receipt of a notice as set forth in Section\n5(d) above from Lender and that Tenant is not obligated to inquire as to whether\na default actually exists under the Deed of Trust or the Security Documents or\notherwise in connection with the Note. Landlord hereby releases and discharges\nTenant of and from any liability to Landlord resulting from Tenant's payment to\nLender in accordance with this Agreement. Landlord represents and warrants to\nLender that a true and complete copy of the Lease has been delivered by Landlord\nto Lender.\n\n        7. Lease Status. Landlord and Tenant certify to Lender that neither\nLandlord nor Tenant has knowledge of any default on the part of the other under\nthe Lease, that the Lease is bona fide and contains all of the agreements of the\nparties thereto with respect to the letting of the Premises and that all of the\nagreements and provisions therein contained are in full force and effect.\n\n        8. Notices. All notices, requests, consents, demands and other\ncommunications required or which any party desires to give hereunder shall be in\nwriting and shall be deemed sufficiently given or furnished if delivered by\npersonal delivery, by telegram, telex, or facsimile, by expedited delivery\nservice with proof of delivery, or by registered or certified United States\nmail, postage prepaid, at the addresses specified at the end of this Agreement\n(unless changed by similar notice in writing given by the particular party whose\naddress is to be changed). Any such notice or communication shall be deemed to\nhave been given either at the time of personal delivery or, in the case of\ndelivery service or mail, as of the date of first attempted delivery at the\naddress and in the manner provided herein, or, in the case of telegram, telex or\nfacsimile, upon receipt. Notwithstanding the foregoing, no notice of change of\naddress shall be effective except upon receipt. This Section 8 shall not be\nconstrued in any way to affect or impair any waiver of notice or demand provided\nin this Agreement or in the Lease or in any document evidencing, securing or\npertaining to the loan evidenced by the Note or to require giving of notice or\ndemand to or upon any person in any situation or for any reason.\n\n        9. Miscellaneous.\n\n           (a) This Agreement supersedes any inconsistent provision of the\nLease.\n\n           (b) Nothing contained in this Agreement shall be construed to\nderogate from or in any way impair or affect the lien, security interest or\nprovisions of the Deed of Trust, Note or Security Documents.\n\n           (c) This Agreement shall inure to the benefit of the parties hereto,\ntheir respective successors and permitted assigns, and any New Owner, and its\nheirs, personal representatives, successors and assigns; provided, however, that\nin the event of the assignment or transfer of the interest of Lender, all\nobligations and liabilities of the assigning Lender under this Agreement shall\nterminate, and thereupon all such obligations and liabilities shall be the\nresponsibility of the party to whom Lender's interest is assigned or\ntransferred; and provided further that the interest of Tenant under this\nAgreement may not be assigned or transferred without the prior written consent\nof Lender.\n\n           (d) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION\nSHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND APPLICABLE UNITED\nSTATES FEDERAL LAW EXCEPT ONLY TO THE EXTENT, IF ANY, THAT THE \n\n\n                                      -5-\n\n   80\n\nLAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED NECESSARILY CONTROL.\n\n           (e) The words \"herein,\" \"hereof,\" \"hereunder\" and other similar\ncompounds of the word \"here\" as used in this Agreement refer to this entire\nAgreement and not to any particular section or provision. The terms \"include\"\nand \"including\" shall be interpreted as if followed by the words \"without\nlimitation.\"\n\n           (f) This Agreement may not be modified orally or in any manner other\nthan by an agreement in writing signed by the parties hereto or their respective\nsuccessors in interest.\n\n           (g) If any provision of this Agreement shall be held to be invalid,\nillegal, or unenforceable in any respect, such invalidity, illegality or\nunenforceability shall not apply to or affect any other provision hereof, but\nthis Agreement shall be construed as if such invalidity, illegality or\nunenforceability did not exist.\n\n           [(H) THIS AGREEMENT WILL BE RECORDED IN THE REAL PROPERTY RECORDS OF\n_____________ COUNTY, _______________.]\n\n\n                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]\n\n\n                                      -6-\n\n   81\n\n        NOTICE: THIS AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON\nOBLIGATED ON YOUR LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR\nPURPOSES OTHER THAN IMPROVEMENT OF THE PROPERTY.\n\n        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date first above written.\n\n\n\nADDRESS OF LENDER:                            LENDER:\n\n-------------------------------               ----------------------------------\n\n-------------------------------\n\n                                              By:\nAttention:                                       -------------------------------\n         ----------------------               Name:\n                                                   -----------------------------\n                                              Title:\n                                                    ----------------------------\n\n\nADDRESS OF TENANT:                            TENANT:\n\n-------------------------------               ----------------------------------\n\n-------------------------------\n\n-------------------------------\n\n                                              By:\nAttention:                                       -------------------------------\n         ----------------------               Name:\n                                                   -----------------------------\n                                              Title:\n                                                    ----------------------------\n\n\nADDRESS OF LANDLORD:                          LANDLORD:\n\n-------------------------------               ----------------------------------\n\n-------------------------------\n\n-------------------------------\n\n                                              By:\nAttention:                                       -------------------------------\n         ----------------------               Name:\n                                                   -----------------------------\n                                              Title:\n                                                    ----------------------------\n\n\n                                      -7-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7716],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9583,9579],"class_list":["post-41900","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-handspring-inc","corporate_contracts_industries-technology__hardware","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\/41900","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=41900"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41900"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41900"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41900"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}