{"id":41918,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/google-technology-sublease-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"google-technology-sublease-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/google-technology-sublease-agreement.html","title":{"rendered":"Google Technology Sublease Agreement"},"content":{"rendered":"
GOOGLE TECHNOLOGY INC. <\/b><\/font><\/p> 
SUBLEASE AGREEMENT <\/b><\/font><\/p> 
 <\/font><\/p> 
THIS SUBLEASE AGREEMENT (the \u0093Sublease\u0094) is entered into as of the\n9th day of July, 2003, by and between the Sublandlord and Subtenant hereinafter named. Upon the terms and conditions hereinafter set forth, the Sublandlord and Subtenant agree as follows: <\/font><\/p> 
 <\/font><\/p> 
1.    DEFINITIONS AND BASIC PROVISIONS<\/u>. The following definitions and basic provisions shall be used in\nconjunction with and limited by the reference thereto in the provisions of this Sublease: <\/font><\/p> 
 <\/font><\/p>\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
A.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Sublandlord\u0094:<\/font><\/td>\n  <\/font><\/td>\nSILICON GRAPHICS, INC.,<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
a Delaware corporation<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
B. 1.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Sublandlord:<\/font><\/td>\n  <\/font><\/td>\n1400 Crittenden Lane<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, CA 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Michael L. Hirahara<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Telecopy: (650) 932-0504<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
B. 2.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Sublandlord (for Rent):<\/font><\/td>\n  <\/font><\/td>\nUnited Properties<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n3500 West 80th Street, Suite 200<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMinneapolis, Minnesota 55431<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Anne-Marie Cookson<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nPhone: (952) 893-8890<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nFax: (952) 893-8280<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
email: acookson@uproperties.com<\/u><\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
C.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Subtenant\u0094:<\/font><\/td>\n  <\/font><\/td>\nGOOGLE TECHNOLOGY, INC.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
a California corporation<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
D.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Subtenant:<\/font><\/td>\n  <\/font><\/td>\n\n
Prior to Sublease Rent Commencement Date for<\/font><\/p>\n
Building 42
\nSublease Premises:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n2400 Bayshore Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Director of Facilities<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
With a copy to:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n2400 Bayshore Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Legal Department<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nFollowing Sublease Rent Commencement Date<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
for Building 42 Sublease Premises:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n1600 Amphitheatre Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Director of Facilities<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
With a copy to:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n1600 Amphitheatre Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Legal Department<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
E.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Master Landlord\u0094:<\/font><\/td>\n  <\/font><\/td>\n\n
WXIII\/AMPHITHEATRE REALTY, L.L.C.<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
F.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Master Landlord:<\/font><\/td>\n  <\/font><\/td>\nc\/o WHITEHALL PARALLEL REAL ESTATE<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nLIMITED PARTNERSHIP XIII<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nc\/o THE GOLDMAN SACHS GROUP, INC.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n100 Crescent Court<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nDallas, Texas 75201<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Aaron Wetherill<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nTelecopy: (214) 855-6305<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
G.    \u0093Sublease Premises\u0094: Four buildings including 506,317 square feet of Rentable Area, as initially described in Exhibit \u0093A\u0094 to the Master Lease and as more fully described in Exhibit A<\/b>. The
\nSublease Premises consists of the following (each, a \u0093Sublease Premises Portion\u0094): <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 40, Floor 1 Premises\u0094: portion of the Sublease Premises comprising the first floor of
\nbuilding commonly known as Building 40, as shown on Exhibit A-1<\/b> attached hereto and containing 82,891 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 40, Floor 2 Premises\u0094: portion of the Sublease Premises comprising the second floor of
\nbuilding commonly known as Building 40, as shown on Exhibit A-2<\/b> attached hereto and containing 71,610 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
3.     \u0093Building 41 Premises\u0094: portion of the Sublease Premises commonly known as Building 41, as shown on<\/p>\n
Exhibit A-3<\/b> attached hereto and containing 98,912 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 42 Premises\u0094: portion of the Sublease Premises commonly known as Building 42, as shown
\non
 Exhibit A-4,<\/b> and containing 82,742 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
5.     \u0093Building 43 East Premises\u0094: portion of the Sublease Premises commonly known as Building 43 East, as shown on Exhibit A-5,<\/b> and containing 85,081 rentable square feet.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
6.    \u0093Building 43
\nWest Premises\u0094: portion of the Sublease Premises commonly known as Building 43 West, as shown on Exhibit A-6,<\/b> and containing 85,081 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
H.     \u0093Sublease Commencement Date\u0094: The Actual Delivery Date (defined below) for each
\nSublease Premises Portion delivered by Sublandlord to Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
I.    \u0093Sublease Expiration Date\u0094: December 31, 2012 <\/font><\/p>\n
 <\/font><\/p>\n
J.     \u0093Sublease Term\u0094: A period commencing on the Sublease Commencement Date for the Building 42 Premises, and expiring on the Sublease Expiration Date. Notwithstanding the foregoing, if
\nthe Master Lease terminates prior to the Sublease Expiration Date by its terms and other than as a consequence of a Lease Termination (as defined in the WH-Google NDA), the Sublease Term shall simultaneously terminate effective on such termination
\ndate; the parties acknowledge that the WH-Google NDA provides that if the Master Lease terminates as a consequence of any such Lease Termination, the Sublease and the Sublease Term shall remain in effect pursuant to and in accordance with the terms
\nand conditions of the WH-Google NDA. <\/font><\/p>\n
 <\/font><\/p>\n
K.     \u0093Sublease Base Rent\u0094: The Base Rent payable hereunder shall initially be payable at the rate of $1.75 per rentable square foot of the Sublease Premises per month, or $21.00 per rentable square foot of
\nSublease Premises per annum (which, upon the Sublease Rent Commencement Date of the last Sublease Premises Portion to be delivered by Sublandlord to Subtenant hereunder, equates to $10,632,657 per annum, payable in the amount of $886,054.75 per
\nmonth), payable in the manner set forth in Paragraph 6 below. As described in Paragraph 6 below and in Exhibit D<\/b> attached hereto, the Sublease Base Rent rate will escalate by three percent (3%) per annum as of (a) the date that is one (1)
\nyear after the date on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square <\/font><\/p>\n
 <\/font><\/p>\n
2 <\/font><\/p>\n
footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred, shall
\ncause the aggregate rentable square footage of the Sublease Premises Portion for which the Sublease Rent Commencement Date has occurred to exceed 225,000 rentable square feet (the \u0093Initial Adjustment Date\u0094), and (b) each anniversary of the
\nInitial Adjustment Date thereafter (each, an \u0093Adjustment Date\u0094). Sublease Base Rent payable with respect to each Sublease Premises Portion shall, from and after the applicable Sublease Rent Commencement Date for such Sublease Premises
\nPortion, initially consist of the following (assuming that the Sublease Rent Commencement Date with respect to all Sublease Premises Portions occurs prior to the Initial Adjustment Date): <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 40, Floor 1
\nSublease Base Rent\u0094: $1,740,711 per annum, payable in the amount of $145,059.25 per month. <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 40; Floor 2 Sublease Base Rent\u0094: $1,503,810 per annum, payable in the amount of $125,317.50
\nper month. <\/font><\/p>\n
 <\/font><\/p>\n
3.    <\/p>\n
\u0093Building 41 Sublease Base Rent\u0094: $2,077,152 per annum, payable in the amount of $173,096 per month. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 42 Sublease Base Rent\u0094: $1,737,582 per annum, payable in the amount of $144,798.50 per
\nmonth. <\/font><\/p>\n
 <\/font><\/p>\n
5.
\n\u0093Building 43 East Sublease Base Rent\u0094: $1,786,701 per annum, payable in the amount of $148,891.75 per month. <\/font><\/p>\n
 <\/font><\/p>\n
6.     \u0093Building 43 West Sublease Base Rent\u0092: $1.786,701 per annum, payable in the amount of $148,891.75 per
\nmonth. <\/font><\/p>\n
 <\/font><\/p>\n
L.     \u0093Target Sublease
\nDelivery Date\u0092\u0094: with respect to any Sublease Premises Portion, shall be the date by which Sublandlord expects, using reasonably diligent efforts, to deliver such Sublease Premises Portion to Subtenant in accordance with the provisions of
\nthis Sublease, and, expressed in chronological order with respect to each Sublease Premises Portion, are the following target dates: <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 42 Sublease Premises\u0094: August 1, 2003 <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 41 Sublease
\nPremises\u0094: December 15, 2003. <\/font><\/p>\n
 <\/font><\/p>\n
3.     \u0093Building 43 West Sublease Premises\u0094: December 31, 2003. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 40, Floor 1 Sublease Premises\u0094: January 15, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
5.     \u0093Building 40, Floor 2
\nSublease Premises\u0094: March 1, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
6.     \u0093Building 43 East Sublease Premises\u0094: September 1, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
M.     \u0093Actual Delivery Date\u0094: with respect to any Sublease Premises Portion, shall be the actual date on which Sublandlord
\ndelivers such Sublease Premises Portion to Subtenant in accordance with the provisions of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
N.     \u0093Sublease Rent Commencement Date\u0094: with respect to any Sublease Premises Portion, shall be the earlier of (x) the
\ndate on which Subtenant commences occupancy and use of such Sublease Premises Portion for the purpose of conducting Tenant\u0092s business operations therein (as opposed to the construction of initial fit-up improvements) (the \u0093Subtenant Actual
\nOccupancy Date\u0094), and (y) sixty (60) days following the Actual Delivery Date for such Sublease Premises Portion, subject to acceleration pursuant to Paragraph 2.D below. <\/font><\/p>\n
 <\/font><\/p>\n
3 <\/font><\/p>\n
O.     \u0093Subtenant\u0092s Share\u0094: The ratio (expressed as a percentage) that
\nthe rentable square footage of the Sublease Premises Portions for which, from time to time, the Rent Commencement Date has occurred bears to 506,317; it being understood that as the Sublease Premises are intended to be occupied by Subtenant in
\nphases, Subtenant\u0092s Share shall increase with each such phase (for example, upon the Building 42 Sublease Rent Commencement Date, Subtenant\u0092s Share shall be 16.34%, assuming the next Sublease Premises Portion occupied by Subtenant is
\nBuilding 43 East, then upon the Building 43 East Sublease Rent Commencement Date, Subtenant\u0092s Share shall increase to 33.14%). <\/font><\/p>\n
 <\/font><\/p>\n
P.     \u0093Letter of Credit\u0094: A Letter of Credit (defined in Paragraph 7 below) in an amount (the \u0093Required Amount\u0094)
\ndetermined as follows: (a) $9,000,000 during the period from the date such Letter of Credit is delivered pursuant to Paragraph 7 to the last day of the Net Rental Abatement Period (as defined in Paragraph 6.D below) (the \u0093Initial Determination
\nDate\u0094), (b) beginning on the Initial Determination Date and on each anniversary thereof (together with the Initial Determination Date, each, a \u0093Determination Date\u0094) the amount of the Letter of Credit shall be reduced by $500,000 until
\nthe Letter of Credit amount equals $6,000,000, and (c) $6,000,000 thereafter during the remainder of the Sublease Term. If an Event of Default shall exist on any Determination Date then, the amount of the Letter of Credit shall not be so reduced and
\nshall instead be reduced in accordance with the above schedule only on the next scheduled Determination Date upon which an Event of Default is not existing. The Required Amount of the Letter of Credit shall be subject to reduction as provided in the
\nlast sentence of Paragraph 2.C below. <\/font><\/p>\n
 <\/font><\/p>\n
Q.     \u0093Master Lease\u0094: Commercial Lease dated December 29, 2000, by and between Master Landlord, as landlord, and Sublandlord, as tenant, as amended by that certain Amendment dated April 18, 2001, and by the
\nSecond Amendment (defined below). A copy of the Master Lease is attached hereto as Exhibit B<\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
R.     \u0093Ground Lease\u0094: Ground Lease dated as of March 7, 1995, by and between the City of Mountain View, a municipal
\ncorporation, as landlord (the \u0093Ground Lessor\u0094), and Silicon Graphics Real Estate, Inc., as tenant (the \u0093Original Ground Tenant\u0094), a memorandum of which was recorded March 8, 1995, as instrument number 12826209 in the Original
\nRecords of Santa Clara County, California, as assigned by the Original Ground Tenant to The Goldman Sachs Group, Inc., a Delaware corporation (\u0093GS\u0094), by Assignment and Assumption of Ground Lease dated as of December 29, 2000, and recorded
\nJanuary 2, 2001, as instrument number 15514932, as further assigned by GS to Master Landlord by Assignment and Assumption of Ground Lease (Amphitheatre) dated as of May 22, 2001, and recorded June 6, 2001, as instrument number 15713398, and as
\namended by First Amendment to Ground Lease (Amphitheatre) dated as of May 22, 2001, among Ground Lessor, GS and the Master Landlord. <\/font><\/p>\n
 <\/font><\/p>\n
S.     \u0093WH-Google NDA\u0094: Nondisturbance and Attornment Agreement (Amphitheatre) dated as of the date hereof between Master
\nLandlord and Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
T.    <\/p>\n
\u0093Three-Party Agreement\u0094: Landlord-Subtenant Agreement dated as of the date hereof between Master Landlord and Subtenant, and joined in by Sublandlord. <\/font><\/p>\n
 <\/font><\/p>\n
U.     \u0093Second Amendment\u0094: Second Amendment to Commercial Lease (Amphitheatre) dated as of the date hereof among Master
\nLandlord, Sublandlord and Subtenant. The WH-Google NDA, the Three-Party Agreement and the Second Amendment are sometimes collectively referred to as the \u0093VVH-Google Documents.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
V.     Each of the following terms are defined in the paragraph referred to for such term. <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
Term<\/b><\/font><\/p>\n
<\/td>\n		  <\/font><\/td>\nParagraph<\/b><\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Adjustment Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(d)<\/font><\/td>\n<\/tr>\n
\n
Advanced Delivery Days<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Affiliated Party<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Approved Users<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.E<\/font><\/td>\n<\/tr>\n
\n
Arbiter<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Broker<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n30<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
4 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
Cash Collateral Account<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.A<\/font><\/td>\n<\/tr>\n
\n
Casualty Event<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Construction Allowance<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.D<\/font><\/td>\n<\/tr>\n
\n
DDA<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.P<\/font><\/td>\n<\/tr>\n
\n
Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n1.P<\/font><\/td>\n<\/tr>\n
\n
Early Delivery Notice<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Effective Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.A<\/font><\/td>\n<\/tr>\n
\n
Events of Default by Sublandlord<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n14<\/font><\/td>\n<\/tr>\n
\n
Events of Force Majeure<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n25<\/font><\/td>\n<\/tr>\n
\n
Good Working Order and Repair<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.A<\/font><\/td>\n<\/tr>\n
\n
Initial Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n1.P<\/font><\/td>\n<\/tr>\n
\n
Issuing Bank<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
IT Area<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n22.B<\/font><\/td>\n<\/tr>\n
\n
Laws<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.G<\/font><\/td>\n<\/tr>\n
\n
Letter of Credit<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
Master Landlord Indemnitees<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Non-Delivered Premises<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.B<\/font><\/td>\n<\/tr>\n
\n
Non-Renewal Notice<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
Operating Expenses<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n8.A<\/font><\/td>\n<\/tr>\n
\n
PCP<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.P<\/font><\/td>\n<\/tr>\n
\n
Permits<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.O<\/font><\/td>\n<\/tr>\n
\n
Permitted Transfer<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Punch List<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Punch List Item<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Reimbursement Amount<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.B<\/font><\/td>\n<\/tr>\n
\n
Reincorporation<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Indemnities<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Reimbursement Amount<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Representatives<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord\u0092s Expense Statement<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n8.B<\/font><\/td>\n<\/tr>\n
\n
Sublease Additional Rent<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.C<\/font><\/td>\n<\/tr>\n
\n
Sublease Rent<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n6.C<\/font><\/td>\n<\/tr>\n
\n
Substantial Occupancy Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(i)<\/font><\/td>\n<\/tr>\n
\n
Subtenant Indemnities<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.B<\/font><\/td>\n<\/tr>\n
\n
Subtenant Representatives<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.B<\/font><\/td>\n<\/tr>\n
\n
Tenant\u0092s Work<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.D<\/font><\/td>\n<\/tr>\n
\n
Termination Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.B<\/font><\/td>\n<\/tr>\n
\n
Total Occupancy Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(f)<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
W.     Capitalized terms used but not defined herein have the same meanings herein as in the Master Lease. As used herein, unless otherwise specified, (i) singular words include the plural and plural words include the
\nsingular, (ii) words importing a gender include the other genders, (iii) the words \u0093include\u0094 and \u0093including\u0094, and words of similar import, shall be deemed to be followed by the words \u0093without limitation\u0094, (iv) the words<\/p>\n
\u0093hereto\u0094, \u0093herein\u0094, \u0093hereof\u0094 and \u0093hereunder\u0094 and words of similar import, refer to this Sublease in its entirety, including the Incorporated Provisions (as hereinafter defined) of the Master Lease, (v)
\nreferences to Paragraphs, Subparagraphs, Exhibits and Schedules are to the Paragraphs, Subparagraphs, Exhibits and Schedules of this Sublease, (vi) the Exhibits and Schedules hereto are incorporated herein by reference, and (vii) titles to
\nParagraphs, Subparagraphs, Exhibits and Schedules are for convenience only and shall not affect the interpretation of this Sublease. Any rule of interpretation to the effect that ambiguities are to be resolved against the drafting party or against a
\nsublandlord or a subtenant shall not be employed in the interpretation of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
2.     GRANTING CLAUSE. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. Sublandlord, in consideration of the covenants and agreements to be performed by Subtenant, and upon the terms and conditions hereinafter stated, does hereby lease, demise
\nand let unto <\/font><\/p>\n
 <\/font><\/p>\n
5 <\/font><\/p>\n
\nSubtenant, and Subtenant does hereby take from Sublandlord, the Sublease Premises, to have and to hold for the Sublease Term (unless sooner terminated as
\nhereinafter provided). <\/font><\/p>\n
 <\/font><\/p>\n
B.     Phased
\nDelivery<\/u>. As of the date of this Sublease, the Sublease Premises are fully occupied by Sublandlord. The parties intend that, on or before the applicable Target Sublease Delivery Date for each Sublease Premises Portion, Sublandlord will vacate
\nsuch Sublease Premises Portion and deliver the same to Subtenant in their \u0093as is\u0094 condition, subject to Paragraphs 19.A and 19.B, provided<\/u>, that Subtenant shall not have the right to refuse the delivery by Sublandlord of any
\nSublease Premises Portion based on any Building System or Structural Component failing to be in Good Working Order and Repair unless Subtenant\u0092s use or occupancy of such Sublease Premises Portion is materially and adversely impacted thereby.
\nUpon the Sublease Rent Commencement Date for each Sublease Premises Portion, Sublandlord and Subtenant will enter into a letter agreement in the form of Exhibit C<\/b> attached hereto, memorializing the applicable Actual Delivery Date, and the
\nSublease Rent Commencement Date, the Sublease Base Rent payable with respect to the applicable Sublease Premises Portion, and also the increase in Subtenant\u0092s Share resulting from the addition of such Sublease Premises Portion to the Sublease
\nPremises; provided<\/u>, however<\/u>, that whether or not any such letter agreement shall be executed and delivered, the obligations of the parties under this Sublease shall continue unaffected. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Late Delivery<\/u>. Sublandlord shall use
\nreasonably diligent efforts to so deliver each Sublease Premises Portion to Subtenant on or before the Target Sublease Delivery Date for such Sublease Premises Portion; provided<\/u>, however<\/u>, that, other than described in the next
\nsucceeding sentence, the failure to do so shall not give rise to any default on the part of Sublandlord or any right of Subtenant to terminate this Sublease, reject delivery of any Sublease Premises Portion or make any claim for losses or damages
\nsuffered by Subtenant as a result of such delay. Notwithstanding the foregoing, if Sublandlord shall fail to deliver any Sublease Premises Portion to Subtenant on or before the Target Sublease Delivery Date for such Sublease Premises Portion, and
\nsuch failure continues for a period of ninety (90) days (or one hundred twenty (120) days if such failure is due to Events of Force Majeure or two hundred seventy (270) days if such failure is due to a Casualty Event), then Subtenant shall have the
\nright, to be exercised within fifteen (15) days following the relevant Termination Determination Date (defined below) by written notice to Sublandlord, to irrevocably elect to terminate this Sublease as to either (x) such Sublease Premises Portion
\n(but such termination shall not relieve Sublandlord of its obligation to deliver any as yet undelivered Sublease Premises Portions), or (y) at Subtenant\u0092s option, the entire Sublease Premises, effective as of a date specified in
\nSubtenant\u0092s notice; provided<\/u>, however<\/u>, that such periods shall be one hundred twenty (120) (and one hundred eighty (180) days in the case of Events of Force Majeure and two hundred seventy (270) days in the case of Casualty
\nEvents), for the final Sublease Premises Portion to be delivered (either the ninetieth (90<\/font>th<\/sup><\/font>), the one hundred
\ntwentieth (120<\/font>th<\/sup><\/font>), the one hundred eightieth (180<\/font>th<\/sup><\/font>) or the two hundred seventieth (270<\/font>th<\/sup><\/font>) day, as applicable, being referred to as a \u0093Termination Determination Date\u0094); provided<\/u> further<\/u>, that no right of termination shall be triggered if Sublandlord has tendered possession of such Sublease
\nPremises Portion to Subtenant and Subtenant fails to accept such tender solely due to a dispute as to the condition of such Sublease Premises Portion, such dispute to be settled in accordance with Paragraph 19.E of this Sublease. For the purpose of
\nthis Paragraph 2.C, \u0093Casualty Event\u0094 means damage to, or destruction of, the Property by reason of fire or any other cause or event (other than the negligent act or omission of Sublandlord or Sublandlord Representatives) that renders the
\nProperty unsuitable for occupancy or the conduct of ordinary business or for Subtenant\u0092s tenant improvements or otherwise causes the applicable Sublease Premises Portion to not be in Good Working Order and Repair. Upon a termination of this
\nSublease as to the entire Sublease Premises, Sublandlord shall return the Letter of Credit delivered to Sublandlord pursuant to Paragraph 7 of this Sublease; and in the event of a termination only as to the Sublease Premises Portion with respect to
\nwhich an Actual Delivery Date has not occurred (the \u0093Non-Delivered Premises\u0094) but not a termination of this Sublease as a whole, Sublandlord shall return to Subtenant the Letter of Credit upon the delivery by Subtenant to Sublandlord of a
\nreplacement Letter of Credit in an amount reduced in the proportion that the rentable square footage of the Non-Delivered Premises bears to 506,317. Time shall be of the essence with respect to each of the time periods set forth in this Paragraph
\n2.C. <\/font><\/p>\n
 <\/font><\/p>\n
D.     Incentive for Early
\nDelivery<\/u>. The Actual Delivery Date for any Sublease Premises Portion shall not occur prior to the Target Sublease Delivery Date for such Sublease Premises Portion, except as provided in this Paragraph 2.D. Sublandlord shall have the right to
\nprovide notice (\u0093Early Delivery Notice\u0094) to Subtenant if Sublandlord is in a position to deliver any Sublease Premises Portion in advance of the Target <\/font><\/p>\n
 <\/font><\/p>\n
6 <\/font><\/p>\n
\nSublease Delivery Date for such Sublease Premises Portion. Any Early Delivery Notice shall indicate the date such Sublease Premises Portion will be ready for
\ndelivery. Subtenant shall have five (5) days from receipt of the Early Delivery Notice to indicate to Sublandlord its acceptance or rejection of such early delivery (and Subtenant\u0092s failure to respond to Sublandlord within such five (5) day
\nperiod shall be deemed a rejection by Subtenant of Sublandlord\u0092s offer of early delivery of such Sublease Premises Portion). In the event Subtenant is willing to accept early delivery and the Actual Delivery Date for such Sublease Premises
\nPortion occurs on the date indicated in the Early Delivery Notice, the Sublease Rent Commencement Date for such Sublease Premises Portion shall be the earlier of (x) the Subtenant Actual Occupancy Date far such Sublease Premises Portion, or (y) (i)
\nsixty (60) days following the Actual Delivery Date for such Sublease Premises Portion minus<\/u> (ii) the number of days that the Actual Delivery Date for such Sublease Premises Portion is in advance of the Target Sublease Delivery Date for such
\nSublease Premises Portion (such number of days being referred to as the \u0093Advance Delivery Days\u0094) (provided if the Advance Delivery Days exceeds sixty (60) days, the Sublease Rent Commencement Date for such Sublease Premises Portion shall
\nbe the Actual Delivery Date thereof). <\/font><\/p>\n
 <\/font><\/p>\n
3.    MASTER
\nLEASE<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     This Sublease is made
\nsubject to all applicable terms and conditions of the Master Lease, which are incorporated into and made a part of this Sublease as if Sublandlord were Master Landlord and Subtenant were Tenant thereunder. Nothing contained in this Sublease shall be
\nconstrued to (x) create privity of estate or privity of contract between Subtenant and Master Landlord or (y) constitute an undertaking or warranty by Sublandlord of performance by Master Landlord of its obligations under the Master Lease, and
\nSublandlord shall have no duty to pursue any remedies or actions against Master Landlord in connection therewith. Sublandlord acknowledges, however, that Master Landlord and Subtenant have entered into the WH-Google Documents and pursuant thereto
\nMaster Landlord has agreed to deal directly with Subtenant with respect to certain specified activities and matters such as aIterations, assignment and subletting and casualty and condemnation, and to recognize Subtenant\u0092s rights hereunder
\nunder certain circumstances in the event of a termination of the Master Lease. To the extent that Master Landlord agrees to permit Subtenant to act or refrain from acting in a manner other than as required by the Master Lease, and Master Landlord
\nhas agreed to release Sublandlord from liability as a result of Subtenant being held to a standard that is more favorable to Subtenant than, or otherwise inconsistent with, the requirements of the Master Lease, Sublandlord agrees that
\nSubtenant\u0092s breach of the Incorporated Provisions (defined below) under such circumstances will not constitute a breach or default hereunder. Notwithstanding the foregoing, any failure by Subtenant to comply (giving effect to any relevant
\nnotice and cure periods) with the terms of the Master Lease, as incorporated herein, but as modified by any WH-Google Document, shall constitute an Event of Default under this Sublease. In the event that Sublandlord delivers a notice of default to
\nSubtenant under this Sublease and Subtenant has not cured such default within the cure periods allowed under the Master Lease (or this Sublease), Sublandlord shall have the right, but not the obligation, to cure any such default if such default is
\ncured by Sublandlord then Subtenant shall reimburse Sublandlord for amounts spent or incurred by Sublandlord in curing Subtenant\u0092s default, within ten (10) days after notice and demand therefor from Sublandlord to Subtenant, together with
\ninterest and a late fee at the interest rate and late fee percentage specified in the Master Lease (the \u0093Sublandlord Reimbursement Amount\u0094). In the event Subtenant fails to pay Sublandlord the Sublandlord Reimbursement Amount as provided
\nabove, Sublandlord shall be entitled to draw on the Letter of Credit for such amount and Subtenant shall replenish the Letter of Credit to the applicable Required Amount, as required by Paragraph 7 of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Except as otherwise provided herein, as between
\nSublandlord and Subtenant, all of the agreements, covenants, terms, conditions and provisions of the Master Lease (the \u0093Incorporated Provisions\u0094) are incorporated in this Sublease and are applicable under this Sublease as agreements,
\ncovenants, terms, conditions and provisions between Sublandlord and Subtenant; provided<\/u>, however<\/u>, that: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     the following provisions of the Master Lease are not Incorporated Provisions, to wit: Sections 1.A, (Basic Lease
\nInformation), 3.2 (Renewal Option), 4.2 (Base Rent), 4.3 (Rent Adjustment), 4.4 (Additional Rent), 4.7 (Credit Enhancement), 5.1 (Operating Expenses), 5.2 (Payment of Operating Expenses), 5.3 (Proration), 6.2(c) (no termination of Ground Lease),
\nlast sentence of 8.1, 8.4 (Special Services), 15.5 (Short-term Subletting), 16.1(b)(ii), 16.1(i) (cross-default), 17.5 (Subordination to Landlord Mortgages), 18.2 (Sale of Property), 18.3 (No Personal Liabilities), 22 (Financial Statements), 26
\n(Notices), 30 (Brokers) and 32.8 (Relocation) of the Master Lease and Exhibits B and C to the Master Lease; and <\/font><\/p>\n
 <\/font><\/p>\n
7 <\/font><\/p>\n
(ii)     for avoidance of doubt, the provisions of the Master Lease (other then
\nthose identified in clause (i) above are Incorporated Provisions; and <\/font><\/p>\n
 <\/font><\/p>\n
(iii)     as incorporated herein and applicable hereunder, the Incorporated Provisions are deemed changed as follows: (x) unless otherwise provided herein, references in the Incorporated Provisions to: (1)<\/p>\n
\u0094Lease\u0094 are deemed changed to refer to this \u0093Sublease\u0094, (2) \u0094Landlord\u0094 and \u0093Landlord\u0092s\u0094 are deemed changed to refer to \u0093Sublandlord\u0094 and \u0093Sublandlord\u0092s\u0094, respectively, (3)<\/p>\n
\u0094Tenant\u0094 and Tenant\u0092s\u0094 are deemed changed to refer to \u0093Subtenant\u0094 and \u0093Subtenant\u0092s\u0094, respectively, (4) \u0094Premises\u0094 are deemed changed to refer to \u0093Sublease Premises\u0094, (5)<\/p>\n
\u0094Commencement Date\u0094 are deemed changed to refer to \u0093Sublease Commencement Date\u0094 of the first Sublease Premises Portion to be delivered by Sublandlord or to a particular Sublease Premises Portion, as applicable, (6)
\n\u0094Expiration Date\u0094 are deemed changed to refer to \u0093Sublease Expiration Date\u0094, (7) \u0094Rent\u0094 are deemed changed to refer to \u0093Sublease Rent\u0094, (8) \u0094Base Rent\u0094 are deemed changed to refer to \u0093Sublease
\nBase Rent\u0094, (9) \u0094Additional Rent\u0094 are deemed changed to refer to \u0093Sublease Additional Rent\u0094, (10) \u0094Term\u0094 are deemed changed to refer to \u0093Sublease Term\u0094, and (11) \u0094Tenants Share\u0094 are deemed
\nchanged to \u0093Subtenant\u0092s Share\u0094 and (y) the phrases in the Incorporated Provisions (1) \u0094Landlord\u0092s consent\u0094, \u0093Landlord\u0092s approval\u0094, and phrases of similar import (including \u0093consent of Landlord\u0094<\/p>\n
and \u0093approval of Landlord\u0094), are deemed changed to refer to \u0093(A) Landlord\u0092s consent pursuant to the Master Lease and (B) Sublandlord\u0092s consent pursuant to this Sublease\u0094, (2) \u0094notify Landlord\u0094 or \u0093notice
\nto Landlord\u0094 and phrases of similar import are deemed changed to refer to \u0093notify the Master Landlord and the Sublandlord\u0094 and \u0093notice to the Master Landlord and the Sublandlord\u0094 and the like, and (3) \u0094indemnify
\nLandlord\u0094 or \u0093hold Landlord harmless\u0094 and phrases of similar import are deemed changed to refer to \u0093indemnify the Master Landlord and the Sublandlord\u0094 and \u0093hold the Master Landlord and the Sublandlord harmless\u0094 and
\nthe like; <\/font><\/p>\n
 <\/font><\/p>\n
(iv)    as incorporated herein
\nand applicable hereunder, the Incorporated Provisions are deemed changed as follows: <\/font><\/p>\n
 <\/font><\/p>\n
(a)     Exhibit B shall be replaced in full by Exhibit D<\/b> hereto. <\/font><\/p>\n
 <\/font><\/p>\n
(b)     Except to the extent the Master
\nLandlord has agreed in any VVH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for giving notice (including the increased period of time for giving notice of default pursuant to Section
\n1.18 of the Second Amendment) or to provide notices directly to, and accept notices directly from, Subtenant, any period in the Incorporated Provisions for giving notice or making demand are deemed changed by adding 5 days if the notice is to be
\ngiven by Subtenant and subtracting 5 days if the notice is to be given by Sublandlord, provided that if the applicable notice period is less than 10 days, the applicable 5 days in this clause shall instead be one half (1\/2) of the applicable notice
\nperiod. <\/font><\/p>\n
 <\/font><\/p>\n
(c)     Except
\nto the extent the Master Landlord has agreed in any WH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for performing or allowing time to perform (including the increased period of time
\nallowed to cure a default pursuant to Section 1.18 of the Second Amendment) or to accept the performance of Subtenant in lieu of the performance of Sublandlord, any period in the Incorporated Provisions for performing or allowing time to perform are
\ndeemed changed by subtracting 5 days if the time is allowed to Subtenant and adding 5 days if the time is allowed to Sublandlord, provided that if the applicable time allowed is less than 10 days, the applicable 5 days in this clause shall instead
\nbe one half (1\/2) of the applicable time allowed. Without limiting the generality of the foregoing, for purposes of incorporating Section 161(c), the period of one hundred twenty (120) days set forth therein shall be deemed ninety (90) days and
\nSubtenant shall notify Sublandlord from time to time of the status of Subtenant\u0092s cure efforts pursuant to such Section 16.1(c). <\/font><\/p>\n
 <\/font><\/p>\n
(d)     Section 4.3 shall be replaced in its entirety by: \u0093Commencing on the Initial Adjustment Date, and on
\nevery anniversary of the Initial Adjustment Date <\/font><\/p>\n
 <\/font><\/p>\n
8 <\/font><\/p>\n
\nthereafter (each, an \u0093Adjustment Date\u0094), the Sublease Base Rent shall be increased as stated on Exhibit D<\/b>.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
(e)     For purposes of incorporating
\nSection 2.3 of the Master Lease (\u0093Parking\u0094) herein, Sublandlord and Subtenant acknowledge that until such time as Subtenant occupies all of the Sublease Premises, the parking areas serving the Property shall be used both by Subtenant and
\nby Sublandlord, and Sublandlord and Subtenant agree to mutually cooperate in good faith in the shared usage of such parking areas. <\/font><\/p>\n
 <\/font><\/p>\n
(f)     For purposes of incorporating Section 7.1 (Permitted Use) of the Master Lease herein, (1) the phrase<\/p>\n
\u0093the uses specified and permitted in Article 1\u0094 shall be deleted and replaced with the phrase \u0093general office, research and development and other legal uses ancillary thereto\u0094 and (2) from and after the Sublease Rent Commencement
\nDate immediately following the Actual Delivery Date for that Sublease Premises Portion which when added to the rentable square footage of those Sublease Premises Portions for which the Actual Delivery Date has previously occurred, shall cause the
\naggregate rentable square footage of the Sublease Premises for which the Actual Delivery Date has occurred to constitute 100% of the Sublease Premises (the \u0093Total Occupancy Date\u0094), references to \u0093Landlord\u0094 shall be deemed
\nreplaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(g)     For purposes of incorporating Section 7.2 (Prohibited Uses) of the Master Lease herein, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master
\nLandlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(h)    <\/p>\n
The first sentence of Section 8.1 (Landlord\u0092s Obligations) shall apply only after the Total Occupancy Date. <\/font><\/p>\n
 <\/font><\/p>\n
(i)     In Section 8.2, Subtenant\u0092s obligation to repair and maintain the Building Systems and Structural
\nComponents in any Building shall become effective only on the Sublease Rent Commencement Date immediately following Sublandlord\u0092s delivery to Subtenant of all the rentable area in such Building; provided<\/u>, however<\/u>, that Subtenant
\nshall be obligated to repair and maintain the cafe located in the Building 40, Floor 1 Premises from and after the Actual Delivery Date of the Building 40, Floor 1 Premises. Subtenant shall repair and maintain the Common Areas from and after the
\ndate on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred,
\nshall cause the aggregate rentable square footage of the Sublease Premises Portions for which the Sublease Rent Commencement Date has occurred to exceed 400,000 rentable square feet (the \u0093Substantial Occupancy Date\u0094). From and after the
\nSubstantial Occupancy Date until such time as the Sublease Rent Commencement Dates shall have occurred for the remainder of the Sublease Premises, Sublandlord shall pay to Subtenant (x) Sublandlord\u0092s proportionate share, based on the total
\nrentable area of the Sublease Premises for which the Sublease Rent Commencement Date has yet to occur, of costs relating to Subtenant\u0092s repair and maintenance of the Common Areas, and (y) any Operating Expenses incurred by Subtenant that are
\nattributable or allocable to any rentable area of the Sublease Premises for which the Sublease Rent Commencement Date has not yet occurred. <\/font><\/p>\n
 <\/font><\/p>\n
(j)     Clause (a) of the penultimate sentence of Section 8.2 shall read as follows: \u0093(a) at Subtenant\u0092s
\ncost and expense (except for capital improvements which are funded by Master Landlord and passed through to Sublandlord under the Master Lease and then to Subtenant under this Sublease)\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
9 <\/font><\/p>\n
(k)     For purposes of incorporating Section 8.3, Subtenant shall
\nbe solely responsible for security of all Sublease Premises Portions fully occupied by Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
(l)     The phrase \u0093Except as may be expressly set forth in this Sublease\u0094 shall be added at the beginning
\nof Section 9 and again at the beginning of the fourth (4<\/font>th<\/sup><\/font>), fifth (5<\/font>th<\/sup><\/font>), sixth (6<\/font>th<\/sup><\/font>) and seventh
\n(7<\/font>th<\/sup><\/font>) sentences of Section 9. <\/font><\/p>\n
 <\/font><\/p>\n
(m)     Incorporated Article 10 shall be subject to the WH-Google Documents.
\nSpecifically, subject to Paragraph 3.A, Sublandlord agrees that (1) Sublandlord shall be deemed to have consented to Alterations approved in writing by Master Landlord, (2) Sublandlord shall not require restoration of Alterations if Master Landlord
\nhas waived its right to do so, and (3) Sublandlord shall not require security for any Alteration restoration obligation to the extent Subtenant is providing such security directly to Master Landlord; and, from and after the Sublease Rent
\nCommencement Date immediately following the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(n)     The phase \u0093Except as may be expressly set forth in this Sublease\u0094 shall be added to the third
\nsentence of Section 13.2 <\/font><\/p>\n
 <\/font><\/p>\n
(o)     Section 13.4 is incorporated herein subject to the indemnification clause in Paragraph 17.B below. <\/font><\/p>\n
 <\/font><\/p>\n
(p)     In the third sentence of Section 13.7, \u0093Landlord\u0094 appearing therein shall be replaced with<\/p>\n
\u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(q)     The phrase \u0093and except for any Hazardous Materials resulting from the Environmental Activity by Sublandlord and Sublandlord\u0092s Agents during Sublandlord\u0092s occupancy of an Sublease Premises
\nPortion\u0094 shall be added to the end of the first sentence of Section 13.8. <\/font><\/p>\n
 <\/font><\/p>\n
(r)     Clause (c) of Section 14.1 shall be deleted in its entirety and replaced with the following: \u0093(c) the
\ncondition of the Premises, and any occurrence on the Premises from any cause whatsoever, except to the extent caused by (x) the gross negligence or willful misconduct of the Indemnified Parties or (y) any act or omission of Sublandlord prior to the
\nActual Delivery Date for the relevant Sublease Premises Portion; and\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(s)     Article 15 is incorporated herein subject to Paragraph 9 below. <\/font><\/p>\n
 <\/font><\/p>\n
(t)     In Section 16.1(b)(i), \u0093Section 4.7\u0094 appearing therein shall be replaced with the phrase<\/p>\n
\u0093Paragraph 7 of this Sublease\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(u)     in Section 16.6, the phrase \u0093Leasehold Mortgagee or\u0094 shall be deleted and the reference to provisions of Article 18\u0094 shall be deemed replaced with a reference to \u0093Sections 18.1 and 18.4\u0094.
\n<\/font><\/p>\n
 <\/font><\/p>\n
(v)     For purposes of
\nincorporating Section 17.1 references in the first sentence of Section 17.1 to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094 and at such time as the Substantial Occupancy Date shall have occurred, the references to<\/p>\n
\u0093Landlord\u0094 in the penultimate sentence of Section 17.1 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(w)     For purposes of incorporating Section 17.2, from and after the Total Occupancy Date, references to
\n\u0093Landlord\u0094 shall be deemed replaced with \u0093Master <\/font><\/p>\n
 <\/font><\/p>\n
10 <\/font><\/p>\n
\nLandlord;\u0094 provided<\/u>, however<\/u>, Sublandlord reserves the right to enter the Sublease Premises as provided in Section 17.2 if such access is
\nnecessary for Sublandlord to comply with its obligations under the Master Lease or this Sublease or to verify compliance by Subtenant with the terms of the Master Lease and this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
(x)     The reference to<\/p>\n
\u0093Landlord\u0094 in Section 17.3 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(y)     For purposes of incorporating Section 17.4 of the Master Lease, at such time as the Actual Delivery Date or
\nDates shall have occurred for 100% of any Building within the Sublease Premises, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094 with respect to such Building. <\/font><\/p>\n
 <\/font><\/p>\n
(z)     Articles 19 and 20 of the
\nMaster Lease are incorporated herein as further modified by Paragraph 21 of this Sublease; and any reference to \u0093Landlord\u0094 in connection with any right to terminate the \u0093Lease\u0094 shall be deemed to refer to \u0093Master
\nLandlord\u0094 and the \u0093Master Lease.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
(aa)     In Section 20.5, the phrase \u0093voluntary sale by Landlord\u0094 shall be replaced with the phrase \u0093voluntary sale by Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(bb)     The reference to \u0093Landlord\u0094 in the first sentence of Section 24.1
\nshall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(cc)     For purposes of incorporating Section 24.2, until the Total Occupancy Date, Sublandlord\u0092s approval of any signage shall not be unreasonably withheld, conditioned or delayed. After the
\nTotal Occupancy Date, references to \u0093Landlord\u0094 in Section 24.2 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(dd)     The phrase \u0093Except as expressly provided in this Sublease,\u0094 shall be added at the beginning of
\nSection 28. <\/font><\/p>\n
 <\/font><\/p>\n
(ee)     For
\npurposes of incorporating Section 32.1, until such time as the Actual Delivery Date or Dates shall have occurred for 100% of any Building within the Sublease Premises, Sublandlord\u0092s discretion with respect to installation of an antennae on a
\nportion of the rooftop of such Building shall be reasonable, and its consent shall not be unreasonably withheld, conditioned or delayed. After the Total Occupancy Date, references to \u0093Landlord\u0094 in Section 32.1 shall be deemed replaced with<\/p>\n
\u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(ff)     For purposes of incorporating Section 32.2, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(gg)     For purposes of incorporating
\nSection 32.3, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
4.    REPRESENTATIONS AND WARRANTIES BY SUBLANDLORD<\/u>. Sublandlord warrants and represents to Subtenant: <\/font><\/p>\n
 <\/font><\/p>\n
A.     No Modification of Master Lease<\/u>. The Master
\nLease has not been amended or modified, except as provided herein. <\/font><\/p>\n
 <\/font><\/p>\n
B.     No Default Under Master Lease<\/u>. No default or breach of any of the provisions of the Master Lease has occurred and is continuing and no notices of default have been sent or received by Sublandlord with<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
11 <\/font><\/p>\n
\nrespect to the Master Lease, nor to the present knowledge of Sublandlord has any event or condition occurred which, with the passing of time or the giving of
\nnotice, would result in an Event of Default by Sublandlord under the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
C.     No Restoration Obligations<\/u>. Other than described on Schedule 4.C<\/b> to this Sublease, Sublandlord has not performed any Alterations within the Sublease Premises which Master
\nLandlord has, pursuant to the provisions of Section 10.3 of the Master Lease, provided notice to Sublandlord that Sublandlord shall be required to remove such Alterations and restore the Sublease Premises at the expiration or sooner termination of
\nthe term of the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
D.    <\/p>\n
Due Organization and Ownership<\/u>. Sublandlord is a Delaware corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the State of California. Sublandlord has the
\nauthority to own and to operate its assets, to conduct its business as now conducted and to sublease the Sublease Premises under the terms and conditions of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Full Right to Convey<\/u>. There we no other parties in possession of the Sublease Premises (or
\nany portion thereof), and no party has been granted any license, lease, profit or other right or interest relating to the use or possession of the Sublease Premises (or any part thereof). <\/font><\/p>\n
 <\/font><\/p>\n
F.     Valid, Binding, Enforceable<\/u>. This Sublease
\nand all documents to be executed by Sublandlord pursuant to this Sublease have been duly authorized, executed and delivered by Sublandlord, and constitute the legal, valid and binding obligations of Sublandlord, enforceable against Sublandlord in
\naccordance with their respective terms subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other laws and procedures affecting the enforcement of creditor\u0092s rights or the collection of debtor\u0092s obligations.
\nSublandlord\u0092s execution, delivery and performance of this Sublease and the consummation of the transactions contemplated hereby, including, without limitation, the execution of all other documents necessary or desirable to consummate this
\ntransaction, will not (either alone, or with notice or the passage of time, or both) result in any material violation or material breach of any of the terms or conditions of, or constitute a material default under, any material agreement to which
\nSublandlord is a party. <\/font><\/p>\n
 <\/font><\/p>\n
G.    <\/p>\n
Compliance with Laws<\/u>. To Sublandlord\u0092s actual knowledge and except as set forth on Schedule 4.G<\/b> to this Sublease, Sublandlord has not received any written notice that the Sublease Premises or Property are currently in violation of
\nany (i) federal, state or local statutes, laws, rules, regulations, codes, ordinances, orders or stipulations relating to the use, occupancy, development or construction of the Property, including, without limitation, building codes, zoning
\nordinances, fire or safety codes, Environmental Laws, the Americans with Disabilities Act and life safety requirements (collectively, \u0093Laws\u0094), or (ii) any recorded covenants, conditions or restrictions or any material agreements affecting
\nany portion of the Property, or (iii) any governmental permits or development approvals issued in connection with the development of the Property (whether or not recorded). Sublandlord has not received any notice regarding any pending or
\ncontemplated change in any Laws applicable to the Property or of any pending, threatened or contemplated judicial, administrative or governmental agency action which could in any way materially adversely affect the Property or its value or
\nSubtenant\u0092s intended use of the Property. <\/font><\/p>\n
 <\/font><\/p>\n
H.     No Litigation<\/u>. Other than described on Schedule 4.H<\/b> to this Sublease, there is no litigation pending or, to the best of Sublandlord\u0092s knowledge, threatened or contemplated, nor is there any
\npending or, to the best of Sublandlord\u0092s knowledge, threatened investigation or proceeding by any governmental agency against Sublandlord or the Sublease Premises or Property, which would materially adversely affect Sublandlord\u0092s ability
\nto perform its obligations under this Sublease, or which could in any way materially and adversely affect the Sublease Premises or Property or Subtenant\u0092s intended use of the Sublease Premises or Property. <\/font><\/p>\n
 <\/font><\/p>\n
I.     Condemnation\/Assessments<\/u>. To the best of
\nSublandlord\u0092s actual knowledge, there is no pending or threatened condemnation action seeking to condemn the Sublease Premises or Property (or any portion thereof), nor any pending or, to the best of Sublandlord\u0092s actual knowledge,
\nthreatened proceedings to establish any assessments, assessment districts or other districts which could encumber, or have the authority to create or levy assessments or taxes against, the Sublease Premises or Property (or any portion thereof).<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
12 <\/font><\/p>\n
J.     Additional Obligations<\/u>. Other than as disclosed in writing by
\nSublandlord to Subtenant and except as set forth on Schedule 4.J<\/b> to this Sublease, there are no third-party contracts or agreements of any kind or nature in connection with the operation of the Sublease Premises or Property that are not
\nterminable on 30 days\u0092 notice. <\/font><\/p>\n
 <\/font><\/p>\n
K.    <\/p>\n
Personal Property<\/u>. All fixtures, equipment, chattels, machinery and other personal property that are not attached to the Sublease Premises but are needed for the use or operation of the Sublease Premises are owned by Sublandlord free and
\nclear of all Liens other than Liens permitted by the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
L.     Occupancy Agreements<\/u>. Except for the Master Lease and the Ground Lease, there are no occupancy agreements affecting all or any portion of the Sublease Premises. <\/font><\/p>\n
 <\/font><\/p>\n
M.     Environmental Matters<\/u>. Except for matters
\ndisclosed in any environmental reports delivered to Subtenant by Master Landlord (or any manager for or agent of Master Landlord) or by Sublandlord, to the best knowledge of Sublandlord, no Hazardous Material or underground storage tanks exist on
\nthe Sublease Premises (other than Permitted Substances, as defined in, and used in compliance with, the Master Lease), and the Sublease Premises are not in violation of any Environmental Laws or subject to any orders, decrees, injunctions or any
\nother proceedings or requirements imposed by any governmental authority pursuant to any Environmental Laws. <\/font><\/p>\n
 <\/font><\/p>\n
N.     Property Condition<\/u>. Except for matters disclosed on Schedule 4.N<\/b> to this Sublease, to the best knowledge of
\nSublandlord, (i) all improvements on the Sublease Premises, as of the date of this Sublease, are, and, on the Actual Delivery Date for each Sublease Premises Portion, will be, in good repair, working order and condition, normal wear and tear
\nexcepted, (ii) all improvements on the Sublease Premises (including Structural Components and Building Systems), as of the date of this Sublease, are not, and, on the Actual Delivery Date for each Sublease Premises Portion, will not be, subject to
\nmaterial deferred maintenance, and (iii) subject to, and without relieving Sublandlord of its obligations under Paragraph 19 below, all Building Systems and Structural Components, as of the date of this Sublease, are, and, on the Actual Delivery
\nDate for each Sublease Premises Portion, will be, in Good Working Order and Repair. <\/font><\/p>\n
 <\/font><\/p>\n
O.     Licenses<\/u>. Sublandlord has obtained all material licenses, permits, certificates and similar items (\u0093Permits\u0094) necessary for the use and operation of the Sublease Premises.
\nThe uses being made of the Sublease Premises are in conformity in all material respects with the certificate of occupancy and other Permits for the Sublease Premises, and any other Legal Requirements and other recorded restrictions, covenants, or
\nconditions affecting the Sublease Premises. <\/font><\/p>\n
 <\/font><\/p>\n
P.     Obligations as Developer<\/u>. All construction work required to be performed by \u0093Developer\u0094 pursuant to that certain Disposition and Development Agreement (the \u0093DDA\u0094) dated March 7, 1995
\nbetween the Ground Lessor and the Original Ground Tenant and other obligations of Developer under the Planned Community Permit (\u0093PCP\u0094) have been completed by Developer in accordance with the DDA, the PCP and the Ground Lease. <\/font><\/p>\n
 <\/font><\/p>\n
Q.     Representation of Continuing Disclosure<\/u>.
\nIf, prior to the final Delivery Date, Sublandlord shall obtain any knowledge that any of the representations and warranties set forth in Paragraphs 4.A through 4.P inclusive, above, are no longer true and accurate in all material respects,
\nSublandlord shall promptly notify Subtenant of the applicable change in status or change in condition. <\/font><\/p>\n
 <\/font><\/p>\n
5.    EFFECTIVENESS OF SUBLEASE; NOTICE FROM MASTER LANDLORD<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Effectiveness<\/u>. This Sublease shall come into full force and effect upon the satisfaction or waiver (by Sublandlord as to
\n(v), (vi) and (viii), Subtenant as to (ii) and (iv) and both Sublandlord and Subtenant as to (i) and (iii)) of the following: (i) the delivery of a written approval of the Second Amendment by the current holder of the loan made pursuant to that
\ncertain Loan Agreement, dated as of July 2, 2002, by and between Master Landlord and German American Capital Corporation, (ii) the delivery by such current holder of such loan to Subtenant of a nondisturbance and attornment agreement in form and
\nsubstance reasonably satisfactory to Subtenant, (iii) the delivery of Master Landlord\u0092s written consent in the form attached to this Sublease, (iv) the delivery by Master Landlord to Subtenant of the WH-Google NDA, in form and substance<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
13 <\/font><\/p>\n
\nreasonably satisfactory to Subtenant, (v) the execution and delivery of the Commercial Lease for the property known as Crittenden C\/D among WXIII\/Crittenden
\nRealty C, L.L.C., a Delaware limited liability company, WXIII\/Crittenden Realty D, L.L.C., a Delaware limited liability company, and Sublandlord, (vi) the execution and delivery of the Amended and Restated Commercial Lease for the property known as
\nCrittenden A between WXIII\/Crittenden Realty A, L.L.C., a Delaware limited liability company, and Sublandlord, (vii) the delivery of a written approval of the Amended and Restated Commercial Lease for Crittenden A by the current holder of the loan
\nmade to the landlord under such lease pursuant to loans made on or about August 7, 2001, by and between such landlord and GMAC Commercial Mortgage Corporation, and (viii) the receipt by the parties of a letter from the Broker confirming and agreeing
\nto Paragraph 30 of this Sublease (the latter of all such deliveries, the \u0093Effective Date\u0094). Upon the Effective Date, Sublandlord and Subtenant will enter into a letter agreement memorializing the applicable Target Sublease Delivery Dates,
\nprovided<\/u>, however<\/u>, that whether or not any such letter agreement shall be executed and delivered, the obligations of the parties under this Sublease shall continue unaffected. If the Effective Date shall have not occurred on or before
\nJuly 31, 2003, then (1) this Sublease, (2) the WH-Google Documents (to the extent then executed and delivered) and (3) the lease and amended and restated lease described in Clauses (v) and (vi)), shall terminate except for such provisions as by
\ntheir terms are intended to survive. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Notice Under Master Lease<\/u>. If, at any time during the Sublease Term, Sublandlord receives any notice or demand from Master Landlord under the Master Lease with respect to the Sublease Premises, Sublandlord
\nshall promptly deliver a true and correct copy of same to Subtenant (unless it is clear from the notice that a simultaneous notice has been sent by Master Landlord to Subtenant). In the event that Sublandlord delivers or receives a notice of default
\nunder the Master Lease, Sublandlord agrees to deliver to Subtenant a copy of any such notice of default. The parties acknowledge that the WH-Google NDA provides that Subtenant shall have the right, but not the obligation, to cure any monetary
\ndefault of Sublandlord described in any notice of default within ten (10) days after service of such notice of default on Subtenant. If such default is cured by Subtenant then Sublandlord shall reimburse Subtenant for such amounts, within ten (10)
\ndays after notice and demand therefor from Subtenant to Sublandlord, together with interest and a late fee at the interest rate and late fee percentage specified in the Master Lease (the \u0093Reimbursement Amount\u0094). In the event Sublandlord
\nfails to pay Subtenant the Reimbursement Amount as provided above, Subtenant may offset such amount against the rent payable under this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
6.    RENT<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Sublease Base Rent<\/u>. Subtenant agrees to pay monthly installments of Sublease Base Rent at the address indicated in
\nSubparagraph 1.B.2 above, or such other address as Sublandlord may from time to time notify Subtenant. Such monthly installments of Sublease Base Rent shall be payable on or before the first (1st) day of each calendar month (without demand)
\ncommencing as of the following dates, expressed in chronological order (based on Target Delivery Dates): <\/font><\/p>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n1.<\/font><\/td>\nthe building 42 Sublease Rent Commencement Date, with respect to the Building 42 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n2.<\/font><\/td>\nthe Building 41 Sublease Rent Commencement Date, with respect to the Building 41 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n3.<\/font><\/td>\nthe Building 43 West Sublease Rent Commencement Date, with respect to the Building 43 West Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n4.<\/font><\/td>\nthe Building 40, Floor 1 Sublease Rent Commencement Date, with respect to the Building 40, Floor 1 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n5.<\/font><\/td>\nthe Building 40, Floor 2 Sublease Rent Commencement Date, with respect to the Building 40, Floor 2 Sublease Base Rent, and <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n6.<\/font><\/td>\nthe Building 43 East Sublease Rent Commencement Date, with respect to the Building 43 East Sublease Base Rent. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
14 <\/font><\/p>\n\n\n
 <\/font><\/td>\n\n
\nSublease Base Rent shall increase, as of the Initial Adjustment Date and each Adjustment Date thereafter, to the rate per rentable square foot per annum
\ndescribed in Exhibit D attached hereto. Sublease Base Rent for any fractional month at the time of the Sublease Rent Commencement Date for any Sublease Premises Portion or at the end of the Sublease Term shall be prorated based upon the actual
\nnumber of days in such calendar month. The Rentable Area of the Sublease Premises and the Buildings shall be conclusively presumed to be as stated in Paragraph 1.G of this Sublease. Except as otherwise provided herein, additional rent shall include,
\nwithout limitation, any and all charges, costs or expenses otherwise set forth in the Master Lease other than (w) Base Rent owing under the Master Lease, (x) Monthly Rent (as defined in the Ground Lease) together with any escalations thereof and\/or
\ninterest or late fees thereon (such amounts described in clause (x) being payable by Sublandlord in accordance with the terms of the Master Lease), (y) any indemnity or similar payments by Sublandlord under the Master Lease or the Ground Lease as a
\nconsequence of its act or omission under the Master Lease that is not in turn attributable to any act or omission or Subtenant under this Sublease) and (z) any Operating Expenses in the form of management fees described in clause (xi) of Section
\n15.1(b) of the Master Lease to the extent not payable by Subtenant pursuant to Paragraph 8.A(iv) of this Sublease. <\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
B.     Exclusions from Subtenant\u0092s Obligations<\/u>. Notwithstanding any other provision of this Sublease to the contrary,
\nSubtenant shall have no obligation for (i) any amount due or liability incurred by Sublandlord under the Master Lease that relates to any portion of the Sublease Premises prior to the Sublease Rent Commencement Date for such portion of the Sublease
\nPremises, or (ii) any amounts described in clauses (w), (x), (y) and (z) of Paragraph 6.A of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublease Additional Rent<\/u>. All sums due from Subtenant to Sublandlord or to any third party under the terms of this
\nSublease shall be additional rent (\u0093Sublease Additional Rent\u0094), including, without limitation, the charges for Operating Expenses (described in Paragraph 8 of this Sublease) and all sums incurred by Master Landlord or Sublandlord doe to
\nSubtenant\u0092s failure to perform its obligations under this Sublease, together with interest and late fees thereon. All Sublease Additional Rent of the type described in Paragraph 8 which is payable to Sublandlord shall be paid at the time and
\nplace that Sublease Base Rent is paid. Sublandlord will have the same remedies for a default in the payment of any Sublease Additional Rent as for a default in the payment of Sublease Base Rent. Together, Sublease Base Rent and Sublease Additional
\nRent are sometimes referred to in this Sublease as \u0093Sublease Rent\u0094. There shall be no abatement of, deduction from, counterclaim or setoff against Sublease Rent except as otherwise specifically provided in this Sublease or the Master
\nLease. <\/font><\/p>\n
 <\/font><\/p>\n
D.     Construction Allowance;
\nSublease Base Rent & Abatement<\/u>. Sublandlord agrees to provide to Subtenant, and Subtenant shall be entitled to receive, in connection with Subtenant\u0092s initial build-out of the Sublease Premises (\u0093Tenant\u0092s Work\u0094), an
\nallowance in the aggregate amount of $15,473,048 (the \u0093Construction Allowance\u0094), which Construction Allowance shall be charged and taken as an offset against the Sublease Base Rent owing hereunder. The Construction Allowance shall
\nrepresent Sublandlord\u0092s sole and total contribution to Tenant\u0092s Work. Subtenant may allocate the Construction Allowance among the various portions of the Sublease Premises as it may desire in its sole and absolute discretion.
\nNotwithstanding anything to the contrary contained herein, whether or not Subtenant uses the Construction Allowance to pay for construction costs, Subtenant shall be entitled to an offset of the Sublease Base Rent until such time as Sublease Base
\nRent in an aggregate amount of the Construction Allowance would have otherwise been paid to Sublandlord. The \u0093Net Rental Abatement Period\u0094 shall be the period commencing on the Sublease Rent Commencement Date for the Building 42 Premises
\nand expiring on the rent payment date on which Sublease Base Rent shall have been abated in an amount equal to the Construction Allowance. From time to time during the construction of Tenant\u0092s Work, Subtenant shall deliver to Sublandlord (with
\na copy to Master Landlord) executed mechanic\u0092s lien releases from all of Subtenant\u0092s contractors or other agents which shall comply with the appropriate provisions, as reasonably determined by Sublandlord, of California Civil Code Section
\n3262(d) and such other information regarding the construction of Tenant\u0092s Work as may be reasonably requested by Sublandlord or Master Landlord. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Terms of Payment<\/u>. All Sublease Base Rent, Sublease Additional Rent and other amounts payable by Subtenant under this
\nSublease shall be paid in lawful money of the United States of America, without any deduction, setoff or abatement whatsoever, except an expressly provided in this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
15 <\/font><\/p>\n
7.    SECURITY DEPOSIT<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. On or prior to the Sublease Commencement Date for the first Sublease Premises
\nPortion for which an Actual Delivery Date shall have occurred (which is currently the Building 42 Premises). Subtenant shall deliver to Sublandlord (with a duplicate original to Master Landlord) a Letter of Credit (defined in Paragraph 7.B below) as
\nsecurity for the full and punctual performance by Subtenant of all of the terms of this Sublease. If Sublandlord (and\/or Master Landlord) shall be entitled to draw the Letter of Credit in whole or in part pursuant to Paragraph 7 B or 7.D below,
\nSublandlord (and\/on Master Landlord, as applicable) shall have the right, at its option, either to deposit the cash proceeds of any such draw upon the Letter of Credit into a cash collateral account (the \u0093Cash Collateral Account\u0094)
\nestablished in Sublandlord\u0092s (and\/or Master Landlord\u0092s) name end maintained by Sublandlord (and\/or Master Landlord) or to apply the proceeds to the obligations of Subtenant due or to become due hereunder. The Cash Collateral Account shall
\nbe under the sole dominion and control of Sublandlord (and\/or Master Landlord) and Sublandlord shall have the sole right to make withdrawals from the Cash Collateral Account and to exercise all rights with respect to the amounts deposited in the
\nCash Collateral Account. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Letter
\nof Credit Requirement<\/u>. The initial letter of credit and any replacement letter of credit issued in accordance with Paragraph 7.A shall satisfy the requirements set forth in this Paragraph 7 (each, a \u0093Letter of Credit\u0094), Each Letter of
\nCredit shall be a clean, irrevocable, non-documentary and unconditional letter of credit issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and
\ndrawing purposes in the City of San Francisco or the City of New York (the \u0093Issuing Bank\u0094), which has outstanding, unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that
\nconstitutes the primary security for an outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as \u0093+\u0094 or \u0093-\u0094 numerical
\nnotation, \u0093A\u0092 or better by Moody\u0092s Investment Service or \u0093A\u0094 or better by Standard & Poor\u0092s Ratings Service or \u0093A\u0094 or better by Fitch\u0092s Rating Service (and is not on credit-watch or similar credit
\nreview with negative implication), and has combined capital, surplus and undivided profits of not less than $1,000,000,000. Each Letter of Credit shall (i) name Sublandlord as beneficiary and Master Landlord as co-beneficiary, (ii) be in the amount
\nof the Required Amount, (iii) have a term of not less than one (1) year, (iv) permit multiple drawings, (v) be fully transferable (including by way of collateral assignment) by Sublandlord (as to Sublandlord\u0092s rights) and Master Landlord (as to
\nMaster Landlord\u0092s rights) without payment by any beneficiary of any fees or charges, (vi) otherwise be in form and content satisfactory to Sublandlord and Master Landlord in their reasonable discretion and, (vii) be drawable by Master Landlord
\nonly as described in Paragraph 7.D, expressly provide that it need not be produced as a condition to a drawing thereunder, be issued in duplicate original to Master Landlord, and require as a condition to such drawing that an officer\u0092s
\ncertificate of the Master Landlord as to the occurrence of the circumstances described in Paragraph 7.D be included with the draw request. If upon the transfer of any Letter of Credit, any fees or charges shall be imposed, then such fees or charges
\nshall be payable solely by Subtenant and the Letter of Credit shall so specify. Regardless of the initial expiration date of any Letter of Credit, each Letter of Credit shall expressly provide that (unless notice of non-renewal is delivered in
\naccordance with the following sentence) it shall be deemed automatically renewed, without amendment, for consecutive periods after such expiration date of one year each during the Sublease Term through the date that is at least one hundred eighty
\n(180) days after the Sublease Expiration Date. If the Issuing Bank desires not to renew a Letter of Credit, it shall deliver a notice (the \u0093Non-Renewal Notice\u0094) to Sublandlord by certified mail, return receipt requested, not less than
\nsixty (60) days prior to the then-current expiration date of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. In such event or if (a) for any other reason the Letter of Credit would expire by its
\nterms in sixty (60) days or less from such date or (b) the Issuing Bank is downgraded so that it no longer satisfies the rating requirements set forth in this Paragraph 7, Sublandlord shall have the right, at its option, either (x) to draw the full
\namount of the Letter of Credit, by sight draft on the Issuing Bank, and thereafter hold the proceeds in the Cash Collateral Account and apply them pursuant to the terms of this Paragraph 7, or (y) to require Subtenant to procure, or Sublandlord to
\nprocure on Subtenant\u0092s behalf at Subtenant\u0092s cost and utilizing if necessary the cash proceeds so drawn, a replacement Letter of Credit that satisfies the requirements of this Paragraph 7; provided that Sublandlord shall provide Subtenant
\nwith notice of any such event at least on (10) business days before exercising such rights and Subtenant may, within ten (10) business days after such notice is provided, deliver a replacement Letter of Credit that satisfies the requirements of this
\nParagraph 7, and provided further that such notice shall not be required in the event Sublandlord determines in good faith that the delay caused by providing such notice presents a risk that <\/font><\/p>\n
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16 <\/font><\/p>\n
\nSublandlord will not be able to exercise its rights to draw upon the Letter of Credit following much delay. Each Letter Credit shall be governed by the
\nInternational Standby Practices-ISP98 or Uniform Standard Practices -500 or any standard set of practices replacing ISP98 or USP-500. <\/font><\/p>\n
 <\/font><\/p>\n
Sublandlord and Subtenant acknowledge and agrees that Subtenant\u0092s lender, Citibank, N.A. (\u0093Citibank\u0094), is currently reviewing this Paragraph 7 but has not
\nyet confirmed that it will issue a Letter of Credit in the form prescribed herein. Sublandlord agrees that it will consider in good faith any modifications to this Paragraph 7 reasonably requested by Subtenant as a result of the requirements or
\nconstraints of Citibank (or of any other lender meeting the requirements set forth above) and the parties will execute and deliver a modification to this Sublease to evidence any such changes, provided that such Letter of Credit complies with the
\nbasic requirements set forth in clauses (i)\u0097(v) and (vii) of this Paragraph 7.B and otherwise provides Sublandlord and Master Landlord with substantially the same rights and remedies as are provided by the terms of this Paragraph 7. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Restoration of Required Amount<\/u>. Within
\nfive (5) business days following any draw under the Letter of Credit or such shorter period as may be required under the Subtenant\u0092s reimbursement agreement with the Issuing Bank, Subtenant shall reimburse the Issuing Bank for each such draw in
\nan amount sufficient to insure that the face value of the Letter of Credit is an amount at least equal to the Required Amount and will cause the Issuing Bank to provide written notice to Sublandlord if such reimbursement is not timely made. In the
\nevent Subtenant fails to timely reimburse Issuing Bank or increase the face amount of the Letter of Credit required, such failure shall constitute an Event of Default hereunder, and, in addition to all other rights and remedies available to
\nSublandlord for Subtenant\u0092s default, Sublandlord shall have the right to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold in the Cash Collateral Account or apply the cash proceeds of
\nthe Letter of Credit pursuant to the terms of this Paragraph 7. <\/font><\/p>\n
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D.     Terms Upon Which Sublandlord is Entitled to Draw Upon Letter of Credit<\/u>. In addition to the draw of the Letter of Credit permitted pursuant to Paragraph 7.B above, if an Event of Default occurs under this
\nSublease, Sublandlord may draw either the default amount or the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and thereupon receive all or a portion of the face amount of the Letter of Credit, and use, apply or retain the
\nwhole or any part of such proceeds, as the case may be, to the extent required for the payment of any Sublease Base Rent, Sublease Additional Rent or other amounts due or to become due hereunder or for any reasonable sum which Sublandlord may expend
\nor may be required to expend by reason of Subtenant\u0092s default in respect of any of the terms of this Sublease, including any damages or deficiency in the re-letting of the Sublease Premises, whether accruing before or after summary proceedings
\nor other re-entry by Sublandlord. In the case of every such use, application or retention, Subtenant shall, within five (5) business days following any such use, application or retention or such shorter period as may be required under the
\nSubtenant\u0092s reimbursement agreement with the Issuing Bank, cause the face value of the Letter of Credit to be restored to the Required Amount, and Subtenant shall cause the Issuing Bank to acknowledge to Sublandlord that such restoration of the
\nRequired Amount occurred in a timely manner. In the event the Sublandlord draws upon the Letter Credit as provided in this Paragraph 7 and retains excess proceeds of such draw in the Cash Collateral Account, Subtenant shall only be required to cause
\nthe face value of the Letter of Credit to be restored to an amount equal to the Required Amount less the amount of excess proceeds which Sublandlord has deposited in the Cash Collateral Account. In the event Sublandlord withdraws funds in the Cash
\nCollateral Account for amounts secured by the Letter of Credit as set forth in this Paragraph 7, Subtenant shall within five (5) business days following Sublandlord\u0092s notice to Subtenant of such withdrawal, cause the face value of the Letter of
\nCredit to be increased by the amount of funds withdrawn from the Cash Collateral Account. The Letter of Credit shall be terminated within one hundred eighty (180) days after the termination of this Sublease and delivery of exclusive possession of
\nthe Sublease Premises to Sublandlord or Master Landlord, as the case may be. Master Landlord shall be entitled to draw on the Letter of Credit or withdraw sums from the Cash Collateral Account in lieu of Sublandlord (or otherwise exercise remedies
\nwith respect to the Cash Collateral Account) only at such time that Master Landlord is required by the terms of the WH-Google NDA to recognize Subtenant upon a Lease Termination (as defined in the WH-Google NDA) (including as a result of a rejection
\nby Sublandlord of the Master Lease pursuant to Section 365 of the Bankruptcy Code); at such time, Master Landlord shall have (to the exclusion of Sublandlord) all of the rights of Sublandlord hereunder in respect of the Letter of Credit and Cash
\nCollateral Account. <\/font><\/p>\n
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17 <\/font><\/p>\n
E.     Transfer of Letter of Credit<\/u>. In the event of a release by the Master
\nLandlord of all liability of Sublandlord under the Master Lease and the Master Landlords agreement to assume Sublandlord\u0092s obligation to return the Letter of Credit or Cash Collateral, Sublandlord shall have the right to transfer the Letter of
\nCredit or Cash Collateral to the Master Landlord and on such transfer, Sublandlord shall ipso facto be released by Subtenant from all liability for the return of the Letter of Credit or Cash Collateral; and Subtenant agrees to look solely to the
\nMaster Landlord for the return of said Letter of Credit or Cash Collateral. Subtenant shall promptly execute such documents reasonably requested by Sublandlord as may be necessary to accomplish any such transfer or assignment of the Letter of Credit
\nor Cash Collateral. Subtenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit or Cash Collateral and neither Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance or attempted
\nassignment or encumbrance. <\/font><\/p>\n
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F.    <\/p>\n
Substitution of Letter of Credit<\/u>. From time to time, Subtenant may substitute the letter of credit then in effect with a substitute letter of credit meeting the requirements of this Paragraph 7 and otherwise in substantially the form of the
\nletter of credit then in effect. A duplicate original of such substitute letter of credit shall be delivered to Master Landlord. <\/font><\/p>\n
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G.     Beneficiary<\/u>. Master Landlord is hereby acknowledged to be a third-party beneficiary of the agreements contained in this
\nParagraph 7. <\/font><\/p>\n
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H.     Subtenant\u0092s
\nObligation to Sublandlord in respect of the Letter of Credit<\/u>. Subtenant agrees and acknowledges that if its Letter of Credit (as contemplated in this Paragraph 7) expires at any time without the proceeds being drawn gown and deposited in the
\nCash Collateral Account, Subtenant shall be obligated to deliver a new Letter of Credit to Sublandlord complying with the terms of Paragraph 7 of thus Sublease. <\/font><\/p>\n
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8.     OPERATING EXPENSES<\/u>. <\/font><\/p>\n
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A.     Definitions<\/u>. For purposes of this Paragraph 8, the following terms shall have the meanings described below: <\/font><\/p>\n
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\u0093Operating Expenses\u0094 means the total costs and
\nexpenses paid or incurred by Sublandlord in connection with the ownership, management, operation, maintenance, repair and replacement of the Sublease Premises and the Common Area, including, without limitation, all Operating Expenses (as defined in
\nSection 5.1 of the Master Lease), provided<\/u>, that: <\/font><\/p>\n
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(i)     Monthly Rent (as defined in the Ground Lease) (including escalations) due during the Sublease Term to the City of Mountain View from Sublandlord, as subtenant under the Ground Lease, as the same may be amended
\nfrom time to time, shall not be \u0093Operating Expenses\u0094 for the purpose of this Paragraph 8 (and Sublandlord expressly covenants to timely pay such Monthly Rent in accordance with the terms of the Master Lease), provided that amounts (other
\nthan Monthly Rent) payable under the Ground Lease, including regularly occurring expenses (such as real estate taxes), shall be included in Operating Expenses (provided indemnity or similar amounts payable by Sublandlord under the Ground Lease as a
\nconsequence of an act or omission of Sublandlord that is not in turn attributable to any act or omission of Subtenant under this Sublease shall not be included in Operating Expenses); <\/font><\/p>\n
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(ii)     clause (ix) of Section 5.1(b) of the Master Lease shall be deemed to include insurance
\nmaintained by Master Landlord and Sublandlord; <\/font><\/p>\n
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(iii)     clauses (x), (xii), (xiv), (xviii) and (xix) of Section 5.1(b) of the Master Lease shall be deemed to include, prior to the Total Occupancy Date, the reasonable costs and expenses of Sublandlord as well as
\nMaster Landlord: and <\/font><\/p>\n
 <\/font><\/p>\n
(iv)    the
\nreference to \u0093Base Rent\u0094 in clause (xi) of Section 5.1(b) of the Master Lease shall be deemed to refer to \u0093Sublease Base Rent\u0094 for the purpose of calculating Operating Expenses payable by Subtenant. <\/font><\/p>\n
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18 <\/font><\/p>\n
\nAttached as Exhibit E <\/b>is a schedule of the Operating Expenses contemplated by clause (iii) above for illustration purposes only. <\/font><\/p>\n
 <\/font><\/p>\n
In addition to the exclusions set forth above, Operating Expenses shall not include any cost
\nor charge excluded from \u0093Operating Expenses\u0094 pursuant to the Master Lease or any costs to (i) cure any breach by Sublandlord of the Master Lease or this Sublease or (ii) bring the Premises into the condition required pursuant to Paragraph
\n19 below. <\/font><\/p>\n
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B.     Procedure<\/u>.
\nCommencing on the applicable Sublease Rent Commencement Date for each Sublease Premises Portion, Subtenant shall pay to Sublandlord as Sublease Additional Rent one twelfth (1\/12) of Subtenant\u0092s Share of Operating Expenses paid or incurred by
\nMaster Landlord or Sublandlord for each calendar year or portion thereof during the Sublease Term, in advance, on or before the first day of each month in an amount estimated by Sublandlord (or Master Landlord) as stated in a written notice to
\nSubtenant. Prior to the first Sublease Rent Commencement Date for the Sublease Premises, Sublandlord shall deliver to Subtenant a copy of statements it has received from Master Landlord or its agent, supplemented, as necessary, with
\nSublandlord\u0092s estimate of the amounts described in Paragraph 8(A)(iii) above that will become payable hereunder during the remainder of the calendar year 2003 with respect to the Building 42 Premises, the Building 41 Premises, and the Building
\n43 West Premises; similarly, Prior to December 31, 2003, Sublandlord will deliver to Subtenant a copy of statements it has received from Master Landlord or its agent, supplemented, as necessary, with Sublandlord\u0092s estimate of the amounts
\ndescribed in Paragraph 8(A)(iii) above payable hereunder with respect to each Sublease Premises Portion. Each such estimate shall be in the form and contain the detail required by the Master Lease and with respect to the amounts described in
\nParagraph (A)(iii) above, set forth in reasonable detail the line item components (and major sub-components) of such Operating Expenses. In addition, prior to the Substantial Occupancy Date, Subtenant shall pay Sublandlord for any Operating Expenses
\nin the nature of utility expense, including, without limitation, HVAC, electricity, water and sewer charges, on a pro rata basis determined by the total rentable square footage in the possession of Subtenant for which a Sublease Rent Commencement
\nDate has occurred. Sublandlord may by written notice to Subtenant revise such estimates from time to time, setting forth in each such notice, in reasonable detail, the bass for any such revision, and Subtenant shall thereafter make payments on the
\nbasis of such revised estimates. With reasonable promptness after the expiration of each calendar year, Sublandlord will furnish Subtenant with a copy of the Master Landlord\u0092s statement of Operating Expenses as supplemented by a statement
\n(\u0093Sublandlord\u0092s Expense Statement\u0092\u0094) setting forth in reasonable detail the actual Operating Expenses for such year and Subtenant\u0092s Share. If Subtenant\u0092s Share of the actual Operating Expenses for such year exceeds the
\nestimated Operating Expenses paid by Subtenant for such year, Subtenant shall pay to Sublandlord (whether or not this Sublease has terminated) the difference between the amount of estimated Operating Expenses paid by Subtenant and Subtenant\u0092s
\nShare of the actual Operating Expenses within fifteen (15) days after the receipt of Sublandlord\u0092s Expense Statement. If the total amount paid by Subtenant for any year exceeds Subtenant\u0092s Share of the actual Operating Expenses for that
\nyear, the excess shall be credited against the next installments of Sublease Base Rent due from Subtenant to Sublandlord, or, ig after the Termination Date, the excess shall first be credited against any unpaid Sublease Base Rent or Sublease
\nAdditional Rent due and remaining any excess shall be refunded to Subtenant concurrently with the furnishing of Sublandlord\u0092s Expense Statement. From and after the Substantial Occupancy Date until the Sublease Rent Commencement Date immediately
\nfollowing the Total Occupancy Date Sublandlord shall pay to Subtenant (x) its proportionate share, based on the total rentable square footage for which the Sublease Rent Commencement Date has yet to occur, of costs relating to Subtenants repair and
\nmaintenance of the Common Areas and (y) any operating expenses incurred by Subtenant but attributable to rentable square footage with respect to which the Sublease Rent Commencement Date has not yet occurred. <\/font><\/p>\n
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C.     Proration for Partial Years<\/u>. If the
\nSublease Rent Commencement Date for any Sublease Premises Portion or the termination date of this Sublease occurs on a date other than the first or last day, respectively, of a calendar year, Subtenant\u0092s Share of Operating Expenses for the year
\nin which any such Sublease Rent Commencement Date or the termination date of this Sublease occurs shall be prorated based on a 365-day year. <\/font><\/p>\n
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9.     EXCESS RENT<\/u>. In the event Master Landlord and Sublandlord approve (or are deemed to have approved, either because no approval is
\nrequired or because Master Landlord or Sublandlord failed to timely respond to a request for approval) a proposed sublease or assignment of the Sublease Premises by <\/font><\/p>\n
 <\/font><\/p>\n
19 <\/font><\/p>\n
Subtenant, or if a sublease or assignment is permitted by operation of law, and Subtenant enters into a sublease or
\nassignment with the proposed transferee, fifty percent (50%) of the Excess Rent received by Subtenant shall be paid to Sublandlord as and when received by Subtenant; provided that \u0093Excess Rent\u0094 shall not be deemed to exist as a result of
\nany of the transactions described in Section 15.7 of the Master Lease unless such transaction was entered into for the purpose of avoiding the obligation of this Paragraph 9. <\/font><\/p>\n
 <\/font><\/p>\n
10.    SUBTENANT\u0092S INSURANCE OBLIGATIONS<\/u>. Subtenant shall, at its sole cost and expense, obtain and maintain
\ninsurance policies as required under the Master Lease with respect to any Sublease Premises Portion upon the Actual Delivery Date for such Sublease Premises Portion. Subtenant shall deliver to Sublandlord a certificate evidencing such coverages, and
\nnaming Sublandlord and Master Landlord as additional insureds, as their respective interest may appear, Sublandlord shall, at its sole cost and expense, obtain and maintain insurance policies required to be maintained by Sublandlord under the Master
\nLease with respect to any Sublease Premises Portion for which an Actual Delivery Date has not occurred; and Sublandlord shall deliver to Subtenant a certificate of insurance naming Master Landlord and Subtenant as additional insureds, as their
\ninterests may appear. The insurance policies of Sublandlord and Subtenant described herein shall provide for no cancellation or material adverse alteration without 30 days\u0092 prior written notice to Sublandlord and Subtenant (as applicable) and
\nthe parties\u0092 respective property insurance policies shall provide for the waivers of subrogation referred to in Paragraph 11. <\/font><\/p>\n
 <\/font><\/p>\n
11.    WAIVER OF SUBROGATION<\/u>. Notwithstanding any other provision of this Sublease to the contrary, Subtenant and Sublandlord waive all rights
\nto recover against each other for any loss or damage to their respective tangible personal or real property (whether owned or leased) from any cause covered by insurance maintained by each of them, including their respective deductibles or
\nself-insured retentions. Subtenant and Sublandlord will cause their respective insurers to issue appropriate waivers of subrogation rights endorsements to all property insurance policies maintained by each parry. Each of Sublandlord and Subtenant
\nwill evidence such waiver of subrogation as described in Paragraph 10. <\/font><\/p>\n
 <\/font><\/p>\n
12.    SUBTENANT\u0092S DEFAULT<\/u>. The events that constitute Events of Default by Subtenant are set forth in the incorporated Section 16.1 of the Master Lease, as incorporated herein by reference and modified as
\nprovided in Paragraph 3 above. <\/font><\/p>\n
 <\/font><\/p>\n
13.    SUBLANDLORD\u0092S REMEDIES<\/u>. The remedies available to Sublandlord in the case of an Event of Default by Subtenant are set forth in the incorporated Section 16.2 of the Master Lease, as incorporated herein
\nby reference and modified as provided in Paragraph 3 above. Pursuit of any of the remedies stated herein by Sublandlord after an Event of Default by Subtenant shall not preclude pursuit of any other remedies provided in this Sublease or applicable
\nlaw or equity, nor shall pursuit of any remedy constitute a forfeiture or waiver of any payment due to Sublandlord. No waiver by Sublandlord of any violation or breach of any provision of this Sublease shall be deemed or construed to constitute a
\nwaiver of any other violation or breach any provision herein contained. Forbearance by Sublandlord to enforce one or more of the remedies herein provided after an event of default by Subtenant shall not be deemed or construed to constitute a waiver
\nof any other violation or default. <\/font><\/p>\n
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14.    SUBLANDLORD\u0092S DEFAULT<\/u>. \u0093Events of Default by Sublandlord\u0094 under this Sublease shall be (i) if Sublandlord shall fail in any material respect to comply with any material provision of this
\nSublease, and Sublandlord shall not cure such failure within fifteen (15) days after written notice thereof to Sublandlord; provided<\/u>, however<\/u>, that if the default cannot reasonably be cured within such fifteen (15) day period,
\nSublandlord shall not be in default of this Sublease if Sublandlord commences to cure the default within the fifteen (15) day period and thereafter diligently, continuously and in good faith continues to cure the default: or (ii) if Sublandlord
\nshall fail in any material respect to comply with any material provision of the Master Lease in its capacity as tenant thereunder (provided such obligation is not passed through to Subtenant by the terms and conditions of this Sublease and such
\nfailure is not due to Subtenant\u0092s failure to fulfill such obligation), and Sublandlord shall not commence and cure such failure as required by the terms of the Master Lease; or (iii) an Event of Default on the part of Sublandlord shall occur
\nunder the Master Lease arising from an obligation that is not passed through to Subtenant by the terms and conditions of this Sublease; or (iv) if any representation or warranty on the part of Sublandlord hereunder shall be determined to have been
\nfalse in a material and adverse respect when made. <\/font><\/p>\n
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20 <\/font><\/p>\n
15.    REMEDIES OF SUBTENANT<\/u>. Upon the occurrence of any Event of Default by Sublandlord,
\nSubtenant shall have the option to pursue any one or more of the following remedies as well as any other remedy available to Subtenant at law or in equity for such Event of Default by Sublandlord, to wit: (a) subject to the terms and provisions of
\nthe Master Lease, Subtenant may perform the obligation in default; or (b) Subtenant may bring suit against Sublandlord for actual (but not consequential, special or indirect) damages (including reasonable attorneys\u0092 fees) which Subtenant may
\nincur as a result of the Event of Default by Sublandlord. Pursuit of any of the remedies stated above by Subtenant after an Event of Default by Sublandlord shall not preclude pursuit of any other remedies provided in this Sublease on applicable law
\nor equity, nor shall pursuit of any remedy constitute a forfeiture or waiver of any payment due by Sublandlord to Subtenant or by Subtenant to Sublandlord. No waiver by Subtenant of any violation or breach of any provision of this Sublease shall be
\ndeemed or construed to constitute a waiver of any other violation or breach any provision herein contained. Forbearance by Subtenant to enforce one or more of the remedies herein provided upon an Event of Default by Sublandlord shall not be deemed
\nor construed to constitute a waiver of any other violation or default. <\/font><\/p>\n
 <\/font><\/p>\n
16.    NO CONSEQUENTIAL OR PUNITIVE DAMAGES<\/u>. Notwithstanding anything herein to the contrary, each of Sublandlord and Subtenant hereby waives the right to collect against the other party any consequential, special
\nor indirect or punitive damages in respect of any breach or default under this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
17.    INDEMNIFICATION<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Subtenant\u0092s Indemnification<\/u>. Subtenant shall indemnify, defend and hold each Sublandlord Indemnitee (hereinafter defined) and Master Landlord Indemnitee (hereinafter defined)
\nharmless from and against any and all losses, damages, liabilities, responsibilities, claims or costs (including reasonably attorneys\u0092 fees and expenses) but expressly excluding any consequential and punitive damages (collectively,<\/p>\n
\u0093Claims\u0094) arising from (i) any activity, work or thing done, permitted or suffered by Subtenant or Subtenant\u0092s Representatives in or about the Sublease Premises, any Building or the Property (other than to the extent such Claims arise
\nfrom the acts or negligent omissions of such Sublandlord Indemnitee or such Master Landlord Indemnitee (as applicable) from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term;
\n(ii) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease; (iii) any act, neglect, fault or omission by Subtenant or Subtenant\u0092s Representatives in or about the Sublease
\nPremises, any Building or the Property from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; or (iv) any breach or default under the Master Lease or the Ground Lease caused by
\nany act or omission of Subtenant or Subtenant\u0092s Representatives (other than to the extent such Claims arise from the acts or negligent omissions of such Sublandlord Indemnitee or such Master Landlord Indemnitee (as applicable). This Paragraph
\n17.A is subject to incorporated Section 14.5 of the Master Lease and Paragraph 11 of this Sublease. This indemnification shall survive the expiration or earlier termination of this Sublease. \u0093Master Landlord Idemnitees\u0094 shall mean Master
\nLandlord and its owners, and their respective directors, officers and employees. \u0093Sublandlord Indemnitees\u0094 shall mean Sublandlord and its directors, officers and employees. \u0093Sublandlord Representatives\u0094 shall mean Sublandlord,
\nits sublessees (excluding Subtenant and anyone holding by through or under Subtenant), licensees, contractors and their respective directors, officers, employees, agents and representatives. Master Landlord is hereby acknowledged to be a third-party
\nbeneficiary of the agreements contained in this Paragraph 17.A. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Sublandlord\u0092s Indemnification<\/u>. Sublandlord shall indemnify, defend and hold Subtenant Indemnitees (hereinafter defined) harmless from and against any and all Claims arising from (i) any activity, work
\nor thing done, permitted or suffered by Sublandlord or Sublandlord\u0092s Representatives in or about the Sublease Premises, any Building or the Property (other than to the extent such Claims arise from the acts or omissions of such Subtenant
\nIndemnitee. Subtenant, or any of the Subtenant Representatives) from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; (ii) any breach or default in the performance of any
\nobligation to be performed by Sublandlord under the terms of this Sublease; (iii) any act, neglect, fault or omission by Sublandlord or Sublandlord\u0092s Representatives in or about the Sublease Premises, any Building or the Property from and after
\nthe applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; (iv) any breach or default under the Master Lease or the Ground Lease (to the extent not the responsibility of Subtenant to perform under
\nthe terms of this Sublease) caused by any act or omission of Sublandlord or Sublandlord\u0092s Representatives <\/font><\/p>\n
 <\/font><\/p>\n
21 <\/font><\/p>\n
\n(other than to the extent such Claims arise from (A) the acts or omissions of such Subtenant Indemnitee, Subtenant, or any of the Subtenant Representatives
\nor (B) a breach or default resulting from Subtenant\u0092s breach or default under this Sublease) during the Sublease Term; or (v) Environmental Activity in or about the Property by Sublandlord or Sublandlord\u0092s Agents, the failure of
\nSublandlord or Sublandlord\u0092s Agents to comply with any Environmental Law with respect to Sublandlord\u0092s Environmental Activity in or about the Property or Sublandlord\u0092s failure to remove Sublandlord\u0092s Hazardous Materials from the
\nProperty as required under the Master Lease. In case any action or proceeding shall be brought against any Subtenant Indemnitees by reason of any such claim, Sublandlord, upon receipt of notice of any such claim, shall defend the same at
\nSublandlord\u0092s expense. This Subparagraph is subject to incorporated Section 14.5 of the Master Lease and Paragraph 11 of this Sublease. This indemnification shall survive the expiration or earlier termination of this Sublease. \u0093Subtenant
\nIndemnitees\u0094 shall mean Subtenant and its directors, officers and employees. \u0093Subtenant Representatives\u0094 shall mean Subtenant, its sublessees (including anyone holding by through or under Subtenant), licensees, contractors and their
\nrespective directors, officers, employees, agents and representatives. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Exculpation<\/u>. Except to the extent otherwise provided in Paragraph 17.B or elsewhere in this Sublease, Subtenant agrees that none of Sublandlord, any Sublandlord Indemnitees, Master Landlord or any Master
\nLandlord Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant
\nor by any person(s) whomsoever who may at any time be using, occupying or visiting the Sublease Premises or any other portion of the Property, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the
\nProperty (excluding Sublandlord and Sublandlord Representatives). Except as expressly provided herein, Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Sublease Rent required
\nherein for matters for which Sublandlord or Master Landlord may be liable hereunder. None of Sublandlord, any Sublandlord Indemnitees, Master Landlord or any Master Landlord Indemnitees shall be liable for any interference with light, or air, for
\nany latent defect in the Sublease Premises or any Building or for any loss or damage to Subtenants Property that may arise on account of or in any way be connected with the repair, maintenance, performance or condition of the Building Systems and
\nStructural Components, except to the extent of damage resulting from (i) the negligence or willful misconduct of Sublandlord, Sublandlord\u0092s Representatives or Master Landlord during the Sublease Term or (ii) the breach by Sublandlord or
\nSublandlord\u0092s Representatives of any material representation or warranty contained herein when made regarding the condition of the Building Systems and Structural Components or (iii) the failure, prior to the applicable Sublease Commencement
\nDate for any Sublease Premises Portion, beyond any applicable notice and cure period, by Sublandlord or Sublandlord\u0092s Representatives to maintain the Building Systems and Structural Components in such Sublease Premises Portion in accordance
\nwith and as required by Section 8.2 of the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
18.    BUILDING COMPLIANCE<\/u>. Except as otherwise specified herein with regard to repairs and alterations, from and after delivery of any Sublease Premises Portion to Subtenant, Subtenant will be solely responsible
\nfor the compliance of such Sublease Premises Portion with Legal Requirements. <\/font><\/p>\n
 <\/font><\/p>\n
19.    PREPARATION FOR OCCUPANCY<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. Subtenant shall accept each Sublease Premises Portion in their \u0093as is\u0094 condition as of the Sublease Commencement Date for such Sublease Premises Portion, provided that Sublandlord shall
\ndeliver each such Sublease Premises Portion with all Building Systems and Structural Components are in Good Working Order and Repair. As used herein, \u0093Good Working Order and Repair\u0094 shall mean that the Building Systems and Structural
\nComponents have been maintained in accordance with the requirements of the Master Lease. Sublandlord shall deliver each Sublease Premises Portion free and clear of any liens which Sublandlord is required under the Master Lease to remove. In
\naddition, except for work specifically contemplated herein, Sublandlord shall not perform any construction (other than as required under the Master Lease or in the nature of and repair and maintenance) in the Sublease Premises without the prior
\nwritten consent of Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
B.    <\/p>\n
Preliminary Inspection<\/u>. Prior to the date of mutual execution and delivery of this Sublease, Subtenant has had the Building Systems and Structural Components inspected by a consultant acceptable to Sublandlord in order to discover any
\nnecessary maintenance, or other necessary corrective work required in <\/font><\/p>\n
 <\/font><\/p>\n
22 <\/font><\/p>\n
\norder to bring the Building Systems and Structural Components into Good Working Order and Repair. A schedule of work items determined, as a result of such
\ninspection, to be necessary in order to put the Building Systems and Structural Components into Good Working Order and Repair is attached hereto as Schedule 19.B <\/b>to this Sublease. Sublandlord, at Sublandlord\u0092s sole cost and expense (not
\nto be charged to Subtenant as an Operating Expense), as soon as reasonably possible but in any event prior to the applicable Actual Delivery Date for each Sublease Premises Portion, will cause such items of maintenance, repair and replacement, if
\nany, to be performed with respect to the Building Systems and Structural Components serving such Sublease Premises Portion, to Subtenant\u0092s reasonable satisfaction and will deliver to Subtenant all records end close-out reports associated with
\nthe performance of such work. The parties hereby agree that acceptance of delivery of the affected Sublease Premises Portion shall be deemed acceptance by Subtenant of such repair item, except to the extent the parties agree to add such repair item
\nto the Punch List in which case the provisions of Paragraph 19.E shall apply. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublandlord\u0092s Cooperation with Subtenant\u0092s Due Diligence<\/u>. During the period commencing on the date of this Sublease through and including the Sublease Rent Commencement Date
\nfor the first Sublease Premises Portion for which an Actual Delivery Date shall have occurred (the \u0093Diligence Period\u0092), the following provisions shall be applicable: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     to the extent in Sublandlord\u0092s possession and subject to the receipt of any consent or
\ndirection required of Master Landlord (to the extent any diligence materials are the property of the Master Landlord), Sublandlord shall make available to Subtenant (or Subtenant\u0092s consultants, architects or engineers) for Subtenant\u0092s
\nreview and inspection, (A) all architectural and engineering plans and drawings, including any current \u0093as built\u0094 plans, regarding the initial construction of the Buildings and other improvements located on the Property, (B) with respect
\nto the Building Systems and Structural Components, any and all of the following: all manufacturer\u0092s operating manuals and warranties, and any maintenance and repair records, (C) any records of repairs or maintenance performed with respect to
\nthe Building Systems and Structural Components and (D) all environmental studies reports, provided<\/u>, in each case, Subtenant shall pay promptly on demand for all duplication expenses connected therewith; and <\/font><\/p>\n
 <\/font><\/p>\n
(ii)     Sublandlord shall make available to Subtenant
\n(and to Subtenant\u0092s consultants, architects and engineers), at reasonable times, upon reasonable notice and for a reasonable period of time, Sublandlord\u0092s employees, agents, contractors, architects or engineers engaged in the operation,
\nmaintenance, and repair of the Property. The parties agree that Subtenant requires reasonable access to certain information and resources in Sublandlord\u0092s possession regarding the use, operation, maintenance, and repair and condition of the
\nProperty, as described above, in contemplation of assuming such responsibilities as of the Substantial Occupancy Date. At all times from and after the Substantial Occupancy Date, (x) Subtenant shall maintain the same records in a manner consistent
\nwith the above requirements and (y) Sublandlord shall have no further obligation to maintain records in the manner prescribed above, provided that Sublandlord shall reasonably cooperate with Subtenant in providing the information necessary for
\nSubtenant to comply with its obligations set forth in clause (x). <\/font><\/p>\n
 <\/font><\/p>\n
D.     Sublandlord\u0092s Continuing Maintenance of Property<\/u>. From and after the date of this Sublease until, with respect to each Sublease Premises Portion, the Sublease Rent Commencement Date for such Sublease
\nPremises Portion, Sublandlord will continue to maintain and repair such Sublease Premises Portion in accordance with the terms and conditions of the Master Lease and otherwise in a manner consistent with Sublandlord\u0092s prior maintenance and
\noperation. In addition, from and after the date of this Sublease until the Substantial Occupancy Date, Sublandlord will continue to maintain and repair the Common Areas. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Punchlist<\/u>. The parties acknowledge that the performance of the inspection described in
\nParagraph 19.B above may not uncover all items of repair, replacement or maintenance which may be necessary in order to place the Building Systems and Structural Components in Good Working Order and Repair, and that the need for certain items of
\nrequired repair, replacement or maintenance may not be evident until Subtenant has occupied a particular Sublease Premises Portion. Accordingly, within sixty (60) days following the Actual Delivery Date for each Sublease Premises Portion, Subtenant
\nwill have the right to submit to Sublandlord (with a copy to Master Landlord) a detailed schedule of punch list items discovered by Subtenant in such Sublease Premises Portion which reasonably constitute the failure of any Building System or
\nStructural Component in or serving such Sublease Premises Portion to be in Good Working Order and Repair <\/font><\/p>\n
 <\/font><\/p>\n
23 <\/font><\/p>\n
\n(a \u0093Punch List\u0094, and each item listed on the Punch List being a \u0093Punch List Item\u0094); provided<\/u>, that the Punch List shall not
\ncontain (x) any item of repair or maintenance arising from ordinary wear and tear (as compared to repairs necessitated by a failure to maintain as required by the Master Lease) or (y) any item made necessary by Subtenant\u0092s use of, construction
\nactivities in, damage to or move into the applicable Sublease Premises Portion. Upon delivery of the Punch List, Sublandlord will, with reasonable diligence and at Sublandlord\u0092s sole cost and expense (not to be included as an Operating
\nExpense), complete all Punch List Items. In the event of a dispute between the parties as to (x) whether a particular Building System or Structural Component is not in Good Condition and Repair and should therefore be included on the Punch List or
\n(y) whether any Punch List Item has been resolved so as to cause such item to be in Good Working Order and Repair, the parties hereby agree to negotiate in good faith in a diligent effort to reach agreement with respect to the matter in question.
\nHowever, if within five (5) business days after notice from one party to the other of any disagreement regarding any matter described in clauses (x) and (y), the parties have not reached agreement, either party may, by written notice to the other,
\ncause the matter to be submitted for resolution to an engineering consultant reasonably acceptable to both parties (and failing such agreement as to a mutually acceptable consultant, the property manager for the Master Landlord) (the<\/p>\n
\u0093Arbiter\u0094), in such event, the Arbiter shall submit its decision to the parties in writing within ten (10) business days of submission. The Arbiter\u0092s determination shall be final and binding upon the parties. Any fee of the Arbiter
\nshall be shared equally by the parties. <\/font><\/p>\n
 <\/font><\/p>\n
F.     Limitation on Sublandlord\u0092s Obligations<\/u>. Except as expressly set forth herein, any obligation to remove any Alteration or any other fixtures, equipment, furnishings or improvements at the expiration of
\nthe term of the Master Lease shall be the obligation of Subtenant, provided that at the expiration of the term of the Master Lease, Sublandlord shall remove the Alterations described in Schedule 4.C to this Sublease and restore the Sublease Premises
\nas required under the terms of the Master Lease, unless such removal and restoration shall have previously occurred in connection with improvements and alterations to the Sublease Premises by Subtenant. Sublandlord and Subtenant hereby agree that
\n(x) Sublandlord shall have the right to require restoration of Alterations only if Master Landlord had such right under the Master Lease, provided<\/u> that if Master Landlord waives such right to require Sublandlord or Subtenant to restore such
\nAlteration, Sublandlord will not have the right to require such restoration and (y) Sublandlord shall not require security for any Alteration restoration obligation to the extent Subtenant is providing such security directly to Master Landlord (i.e.
\nSubtenant\u0092s providing such security to Master Landlord shall suffice). Except as expressly set forth herein, Sublandlord shall not have any obligation to furnish or perform any construction, work, labor or services in connection with
\nSubtenant\u0092s occupancy of the Sublease Premises, provided<\/u>, however<\/u>, Sublandlord shall have the obligation to repair any damage caused by its removal of property or equipment. In the event of a conflict in the terms of this
\nParagraph 19 and incorporated Section 9 of the Master Lease, this Paragraph 19 shall control as between Sublandlord and Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
G.     Transition<\/u>. Within 15 days of the Actual Delivery Date of the Sublease Premises Portion triggering the Substantial
\nOccupancy Date, Subtenant shall provide to Sublandlord a list of all third-party contracts or agreements relating to the maintenance and operation of the Sublease Premises, including any warranties associated with the Building Systems and Structural
\nComponents or Property (to the extent in Sublandlord\u0092s possession), that Subtenant desires Sublandlord assign to Subtenant and Subtenant has agreed to assume. Sublandlord shall make reasonably diligent efforts to make available to Subtenant all
\ndocuments and information necessary to prepare this list of contracts. From and after the Sublease Rent Commencement Date immediately following the Substantial Occupancy Date, Subtenant shall be responsible for the administration of the payment of
\nall Operating Expenses, subject to reimbursement by Sublandlord as provided in Paragraph 8.B, and will be responsible for selecting and contracting with third-party providers relating to the maintenance and operation of the Sublease Premises and
\nCommon Areas. In addition, Sublandlord shall terminate as promptly as practicable all contracts or agreements relating to the maintenance and operation of the Sublease Premises which Subtenant has not requested to be assigned and assumed.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
H.     Signage<\/u>. Subtenant shall be
\nobligated to remove at the expiration or earlier termination of the Sublease, all signage (other than signage required by Applicable Laws) installed during the Sublease Term by Subtenant unless (x) the Property is conveyed to Subtenant upon exercise
\nof the purchase option(s) described in the Three-Party Agreement or (y) the Master Lease terminates and the Master Landlord does not require removal. Prior to the Actual Delivery Dates having occurred for 100% of the Sublease Premises, Sublandlord
\nmay continue to maintain its signage at the Property, provided Sublandlord shall remove from each Building its <\/font><\/p>\n
 <\/font><\/p>\n
24 <\/font><\/p>\n
\n
signage identifying Sublandlord as of the Actual Delivery Date of an entire Building or a Sublease Premises Portion such that an Actual Delivery Date shall
\nhave occurred for 100% of any Building. <\/font><\/p>\n
 <\/font><\/p>\n
20.    PERSONAL
\nPROPERTY<\/u>. Attached hereto as Schedule 20<\/b> is a complete list of all personal property currently in place in the Sublease Premises which shall remain in the Sublease Premises following the delivery of the Sublease Premises to Subtenant. All
\nsuch personal property shall be delivered in an \u0093as is\u0094 condition. From and after the date of this Sublease until, with respect to the personal property remaining in each Sublease Premises Portion, the Actual Delivery Date for such
\nSublease Premises Portion containing such personal property, Sublandlord will continue to maintain and repair in Good Working Order, allowing, however, for reasonable wear and tear, such personal property. Prior to the Actual Delivery Date for each
\nSublease Premises Portion, Subtenant shall have the right to confirm the existence of all personal property associated with the relevant Sublease Premises Portion and intended to be transferred with delivery of the Sublease Premises Portion, as
\nlisted on Schedule 20 <\/b>hereto. Concurrent with the delivery of each Sublease Premises Portion, Sublandlord shall execute and deliver to Subtenant a bill of sale, in a form reasonably acceptable to Subtenant, transferring the personal property
\nremaining in each Sublease Premises Portion free of any Liens. In the event this Sublease is terminated prior to the termination of the Master Lease and Sublandlord re-occupies the Sublease Premises, all personal property transferred to Subtenant
\npursuant to this Paragraph shall revert to Sublandlord. With respect to the removal of any personal property which is not intended to remain in each Sublease Premises Portion, Sublandlord shall use reasonably diligent efforts to minimize damage to
\nthe technology infrastructure consisting of the fiber and copper connections from the Building 43 West Premises to the other Sublease Premises Portions so as to enable Subtenant wherever reasonably feasible, to use such existing technology
\ninfrastructure with a minimum of repair work necessary. <\/font><\/p>\n
 <\/font><\/p>\n
21.    CASUALTY AND CONDEMNATION<\/u>. Section 19 (Destruction) and Section 20 (Eminent Domain) of the Master Lease incorporated herein are further modified to provide that if by operation of either of those two
\nsections the Master Lease is not terminated and continues in full force and effect, this Sublease shall not be terminated but shall also continue in full force and effect, except that until the Sublease Premises are restored in accordance with the
\napplicable section of the Master Lease there shall be a proportionate abatement (effective as of the date of such casualty or condemnation) of the Sublease Base Rent and Sublease Additional Rent payable hereunder to the extent that all or any
\nportion of the Sublease Premises are rendered Untenantable by reason of a Casualty; provided<\/u>, however<\/u>, that such abatement shall in no event exceed the abatement granted to Sublandlord under the Master Lease for the Sublease Premises
\nand, provided<\/u>, further<\/u>, that no compensation or claim or reduction will be allowed or paid by Sublandlord by reason of inconvenience, annoyance or injury to Subtenant\u0092s business arising from the necessity of effecting repairs to
\nthe Sublease Premises or any portion of any Building, whether such repairs are required by operation of the applicable section of the Master Lease or any other provision of the Master Lease. In the event that any such casualty or condemnation occurs
\nduring the Net Rental Abatement period or the Offset Abatement Period (defined in Paragraph 30 below), the Net Rental Abatement Period and\/or the Offset Abatement Period, as the case may be, shall be suspended until such abatement as described
\nherein shall have ended, at which point the Net Rental Abatement Period and\/or the Offset Abatement Period, as applicable, will continue. From and after the Substantial Occupancy Date, Sublandlord shall have no obligation to rebuild or restore the
\nSublease Premises or any portion of the Building after a casualty or condemnation but shall remit to Subtenant for restoration purposes any insurance proceeds or condemnation award it receives from Master Landlord. Sublandlord shall have no
\nobligation and shall not be liable to Subtenant for any damages or other compensation if Master Landlord exercises a termination right under the Master Lease in the event of a casualty or condemnation. In the event Sublandlord has the right to
\nterminate the Master Lease, Sublandlord (x) shall not exercise such right without the express written consent of Subtenant, and (y) shall promptly exercise such right upon the written direction of Subtenant to do so. For the avoidance of doubt, if
\nthe Master Lease terminates pursuant to Section 19 (Destruction) or Section 20 (Eminent Domain) of the Master Lease, this Sublease will terminate simultaneously. <\/font><\/p>\n
 <\/font><\/p>\n
22.    INITIAL CONSTRUCTION IN AND COOPERATION REGARDING BUILDING 43<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     The parties\u0092 intent is that Sublandlord will
\nconstruct a barrier separating the Building 43 West Premises from the Building 43 East Premises, in order to separate Subtenant\u0092s operations within the Building 43 West Premises from Sublandlord\u0092s operations in the Building 43 East
\nPremises, on or before the Actual Delivery Date for the Building 43 West Premises. Sublandlord and Subtenant agree to cooperate in good faith <\/font><\/p>\n
 <\/font><\/p>\n
25 <\/font><\/p>\n
\nin the design and construction process for such barrier. Sublandlord and Subtenant further agree to cooperate and coordinate construction activities so as to
\nprevent interruption of the business activities of Sublandlord, including without limitation (i) controlling noise during business hours, (ii) avoiding blocking stairwell and\/or elevator access and (iii) preventing damage to electrical, mechanical
\nand information technology infrastructure. <\/font><\/p>\n
 <\/font><\/p>\n
B.     The parties acknowledge that Sublandlord currently houses and maintains certain information technology and other connectivity equipment in the Building 43 West Sublease Premises in the location depicted on
\nSchedule 22.B<\/b> (the \u0093IT Area\u0094). Until the Total Occupancy Date, the demise by Sublandlord to Subtenant of the Sublease Premises shall be subject to the following: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     the Sublease Premises shall exclude the IT Area; <\/font><\/p>\n
 <\/font><\/p>\n
(ii)     Sublandlord reserves a nonexclusive easement
\nover and through the Sublease Premises in order to access the IT Area (but no other portion of the Sublease Premises) at all times and with no notice required; and <\/font><\/p>\n
 <\/font><\/p>\n
(iii)     no construction by Subtenant shall be conducted prior to January 31, 2004 in and around the
\nMDF\/Mpoe vault identified in Schedule 22.B,<\/b> and, further all construction work conducted by Subtenant in and around the IT Area shall be coordinated with Sublandlord to prevent any interruption in Sublandlord\u0092s systems, utilities and
\ninformation technology network. <\/font><\/p>\n
 <\/font><\/p>\n
23.    NOTICES<\/u>. All
\nnotices and demands which may or are to be required or permitted to be given in accordance with Section 26 of the Master Lease and this Sublease shall be addressed to Subtenant at the address indicated in Paragraph 1.D above or to Sublandlord at the
\naddress indicated in Paragraph 1.B above or to such other place as Subtenant or Sublandlord may from time to time designate in a written notice to the other party. <\/font><\/p>\n
 <\/font><\/p>\n
24.    AMENDMENTS<\/u>. No agreement hereafter made shall be effective to change or modify this Sublease, in whole or
\nin part, unless such agreement is in writing and signed by both parties hereto, nor shall any custom, practice or course of dealing between the parties in the administration of the terms hereof be construed to waive or lessen the right of any party
\nto insist upon the performance by the other party in strict accordance with the terms of this Sublease. Sublandlord covenants to Subtenant that Sublandlord shall not agree to or enter into any (i) termination of the Master Lease or (ii) amendment or
\nmodification of the Master Lease that in any way (x) diminishes Subtenant\u0092s rights hereunder, (y) increases Subtenant\u0092s obligations hereunder, or (z) otherwise adversely impacts Subtenant, in Subtenant\u0092s good faith determination,
\nwithout prior notice to and written approval thereof by Subtenant, such approval not to be unreasonably withheld. <\/font><\/p>\n
 <\/font><\/p>\n
25.    FORCE MAJEURE<\/u>. Neither Sublandlord nor Subtenant shall be deemed to be in breach of this Sublease by reason of failure to perform any of
\nits obligations hereunder if, while and to the extent that such failure is due to acts of God, acts of the public enemy, acts of governmental authority, or any other circumstances for which it is not responsible and which are not within its control,
\nincluding any failure or delay by Master Landlord in performing any of its obligations under the Master Lease (collectively \u0093Events of Force Majeure\u0094); provided that this provision shall not apply to (x) any failures by Subtenant to pay
\nany Sublease Base Rent, Sublease Additional Rent or other charges based upon insufficient funds (as opposed to Events of Force Majeure which prevent the actual delivery of such funds) or to make any other money payments required by this Sublease or
\nto Sublandlord in making reimbursements to Subtenant or refunding or paying any other money payments to Subtenant as required by this Sublease, (y) any failure by Sublandlord to make any payment required under the Master Lease or this Sublease
\n(including, without limitation, Sublandlord\u0092s obligation to pay amounts under the Ground Lease, as described in Subparagraph 8(i) above), based upon insufficient funds (as opposed to Events of Force Majeure which prevent the actual delivery of
\nsuch funds) or (z) the delivery of Sublease Premises Portions as described in Paragraph 2.C (other than as described in such paragraph). <\/font><\/p>\n
 <\/font><\/p>\n
26.    ENTIRE AGREEMENT<\/u>. It is expressly agreed by Sublandlord and Subtenant, as a material consideration for the execution of this Sublease,
\nthat there are and were no representations, understandings, stipulations, agreements or promises pertaining thereto not incorporated in writing herein. <\/font><\/p>\n
 <\/font><\/p>\n
26 <\/font><\/p>\n
27.    BINDING EFFECT<\/u>. The provisions of this Sublease shall be binding upon and inure to the
\nbenefit of Sublandlord and Subtenant, respectively, and to their respective heirs, personal representatives, successors and assigns, subject to any contrary provisions herein. <\/font><\/p>\n
 <\/font><\/p>\n
28.    AUTHORIZATION<\/u>. Sublandlord and Subtenant are each authorized to enter into this Sublease, and a at the
\nrequest of either party shall furnish upon demand a corporate resolution, proof of due authorization of partners or other appropriate documentation reasonably requested by either party evidencing such authorization. <\/font><\/p>\n
 <\/font><\/p>\n
29.    COOPERATION<\/u>. Sublandlord and Subtenant acknowledge and
\nagree that participation by Subtenant in any future negotiations with the Ground Lessor would provide additional value and therefore, Subtenant agrees to reasonably cooperate with Sublandlord and the Master Landlord upon request in any such
\nnegotiations with respect to the Ground Lease. <\/font><\/p>\n
 <\/font><\/p>\n
30.    BROKERS<\/u>. Subtenant and Sublandlord warrant that they have had dealings with only Bailes & Associates (the \u0093Broker\u0094) and that they know of no other real estate broker or agent who is entitled
\nto a commission in connection with this Sublease. A brokerage commission equal to $3,262,902 shall be paid by Sublandlord to the Broker as follows: (i) $2,756,585 shall be paid on the Actual Delivery Date of a Sublease Premises Portion such that
\nActual Delivery Dates shall have occurred for an aggregate of 225,000 rentable square feet or more, and (ii) $506,317 shall be paid on October 1, 2004. In the event that Sublandlord fails to pay such amounts as of the dates specified in the
\nimmediately preceding sentence, Subtenant shall have the right to pay all or any portion of such commissions; if Subtenant pays all or any portion of such commissions, Subtenant will notify Sublandlord of such payment on or about the date of such
\npayment. Any amount so paid by Subtenant to Broker in accordance with the foregoing sentence shall bear interest from the date paid at the rate applicable to late payments of Sublease Rent under this Sublease (such payment and interest accruing
\ntherein being referred to as the \u0093Offset Amount\u0094). The Offset Amount shall be offset by the Sublease Base Rent due hereunder following the expiration of the Net Rental Abatement Period until such time as Subtenant is fully reimbursed for
\nthe Offset Amount (such period of time being referred to herein as the \u0093Offset Abatement Period\u0094). Each of Subtenant and Sublandlord shall indemnify, defend and hold the other harmless from and against all liabilities arising from any
\nother claims of brokerage commissions or finder\u0092s fees based on any dealings or contracts by Subtenant or Sublandlord, respectively, with brokers or agents other than the Broker. <\/font><\/p>\n
 <\/font><\/p>\n
31.    FINANCIAL STATEMENTS<\/u>. Subtenant hereby agrees that it will deliver to Sublandlord copies of the financial
\nstatements it delivers to Master Landlord pursuant to Section 1.12(a) and the certificates referenced in Section 1.12(b) of the Second Amendment. <\/font><\/p>\n
 <\/font><\/p>\n
32.    COVENANTS REGARDING BANKRUPTCY<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     As used in this Sublease, the \u0093Bankruptcy Code\u0094 shall mean 11 U.S.C. \u00a7\u00a7 101 et seq., as modified and\/or
\nrecodified from time to time. <\/font><\/p>\n
 <\/font><\/p>\n
B.     The
\nrights of Subtenant under this Sublease attach to all of Sublandlord\u0092s rights under Subsection 365(h) of the Bankruptcy Code in the event that Master Landlord files for bankruptcy, including without limitation, Sublandlord\u0092s rights to
\nremain in possession of the Sublease Premises. Sublandlord shall not, without Subtenants written consent (which may be given or withheld in its sole discretion), elect to treat the Master Lease as terminated under Subsection 365(h)(1) of the
\nBankruptcy Code. Any such election without such consent shall, at Subtenant\u0092s option, be void. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublandlord hereby irrevocably assigns to Subtenant all of its rights to damages arising from any rejection of the Master Lease
\nby Master Landlord under the Bankruptcy Code. Sublandlord and Subtenant shall proceed jointly or in the name of Subtenant in respect of any claim or proceeding relating to any rejection of the Master Lease by Master Landlord, including, without
\nlimitation, the right to file and prosecute any proofs of claim, complaints, motions and other documents. <\/font><\/p>\n
 <\/font><\/p>\n
D.     If any legal proceeding is commenced with respect to the Master Lease in connection with any case under the Bankruptcy Code,
\nSublandlord and Subtenant shall cooperatively conduct any such proceeding with counsel agreed upon between the parties. Sublandlord shall immediately notify Subtenant upon learning <\/font><\/p>\n
 <\/font><\/p>\n
27 <\/font><\/p>\n
GOOGLE TECHNOLOGY INC. <\/b><\/font><\/p>\n
SUBLEASE AGREEMENT <\/b><\/font><\/p>\n
 <\/font><\/p>\n
THIS SUBLEASE AGREEMENT (the \u0093Sublease\u0094) is entered into as of the
\n9th day of July, 2003, by and between the Sublandlord and Subtenant hereinafter named. Upon the terms and conditions hereinafter set forth, the Sublandlord and Subtenant agree as follows: <\/font><\/p>\n
 <\/font><\/p>\n
1.    DEFINITIONS AND BASIC PROVISIONS<\/u>. The following definitions and basic provisions shall be used in
\nconjunction with and limited by the reference thereto in the provisions of this Sublease: <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
A.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Sublandlord\u0094:<\/font><\/td>\n  <\/font><\/td>\nSILICON GRAPHICS, INC.,<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
a Delaware corporation<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
B. 1.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Sublandlord:<\/font><\/td>\n  <\/font><\/td>\n1400 Crittenden Lane<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, CA 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Michael L. Hirahara<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Telecopy: (650) 932-0504<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
B. 2.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Sublandlord (for Rent):<\/font><\/td>\n  <\/font><\/td>\nUnited Properties<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n3500 West 80th Street, Suite 200<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMinneapolis, Minnesota 55431<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Anne-Marie Cookson<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nPhone: (952) 893-8890<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nFax: (952) 893-8280<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
email: acookson@uproperties.com<\/u><\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
C.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Subtenant\u0094:<\/font><\/td>\n  <\/font><\/td>\nGOOGLE TECHNOLOGY, INC.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
a California corporation<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
D.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Subtenant:<\/font><\/td>\n  <\/font><\/td>\n\n
Prior to Sublease Rent Commencement Date for<\/font><\/p>\n
Building 42
\nSublease Premises:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n2400 Bayshore Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Director of Facilities<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
With a copy to:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n2400 Bayshore Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Legal Department<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nFollowing Sublease Rent Commencement Date<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
for Building 42 Sublease Premises:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n1600 Amphitheatre Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
Attn: Director of Facilities<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n\n
With a copy to:<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n1600 Amphitheatre Parkway<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nMountain View, California 94043<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Legal Department<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
E.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\u0093Master Landlord\u0094:<\/font><\/td>\n  <\/font><\/td>\n\n
WXIII\/AMPHITHEATRE REALTY, L.L.C.<\/font><\/p>\n
 <\/font><\/p>\n<\/td>\n<\/tr>\n
\n
F.<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\nAddress of Master Landlord:<\/font><\/td>\n  <\/font><\/td>\nc\/o WHITEHALL PARALLEL REAL ESTATE<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nLIMITED PARTNERSHIP XIII<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nc\/o THE GOLDMAN SACHS GROUP, INC.<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\n100 Crescent Court<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nDallas, Texas 75201<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nAttn: Aaron Wetherill<\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n  <\/font><\/td>\nTelecopy: (214) 855-6305<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
G.    \u0093Sublease Premises\u0094: Four buildings including 506,317 square feet of Rentable Area, as initially described in Exhibit \u0093A\u0094 to the Master Lease and as more fully described in Exhibit A<\/b>. The
\nSublease Premises consists of the following (each, a \u0093Sublease Premises Portion\u0094): <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 40, Floor 1 Premises\u0094: portion of the Sublease Premises comprising the first floor of
\nbuilding commonly known as Building 40, as shown on Exhibit A-1<\/b> attached hereto and containing 82,891 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 40, Floor 2 Premises\u0094: portion of the Sublease Premises comprising the second floor of
\nbuilding commonly known as Building 40, as shown on Exhibit A-2<\/b> attached hereto and containing 71,610 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
3.     \u0093Building 41 Premises\u0094: portion of the Sublease Premises commonly known as Building 41, as shown on<\/p>\n
Exhibit A-3<\/b> attached hereto and containing 98,912 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 42 Premises\u0094: portion of the Sublease Premises commonly known as Building 42, as shown
\non
 Exhibit A-4,<\/b> and containing 82,742 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
5.     \u0093Building 43 East Premises\u0094: portion of the Sublease Premises commonly known as Building 43 East, as shown on Exhibit A-5,<\/b> and containing 85,081 rentable square feet.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
6.    \u0093Building 43
\nWest Premises\u0094: portion of the Sublease Premises commonly known as Building 43 West, as shown on Exhibit A-6,<\/b> and containing 85,081 rentable square feet. <\/font><\/p>\n
 <\/font><\/p>\n
H.     \u0093Sublease Commencement Date\u0094: The Actual Delivery Date (defined below) for each
\nSublease Premises Portion delivered by Sublandlord to Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
I.    \u0093Sublease Expiration Date\u0094: December 31, 2012 <\/font><\/p>\n
 <\/font><\/p>\n
J.     \u0093Sublease Term\u0094: A period commencing on the Sublease Commencement Date for the Building 42 Premises, and expiring on the Sublease Expiration Date. Notwithstanding the foregoing, if
\nthe Master Lease terminates prior to the Sublease Expiration Date by its terms and other than as a consequence of a Lease Termination (as defined in the WH-Google NDA), the Sublease Term shall simultaneously terminate effective on such termination
\ndate; the parties acknowledge that the WH-Google NDA provides that if the Master Lease terminates as a consequence of any such Lease Termination, the Sublease and the Sublease Term shall remain in effect pursuant to and in accordance with the terms
\nand conditions of the WH-Google NDA. <\/font><\/p>\n
 <\/font><\/p>\n
K.     \u0093Sublease Base Rent\u0094: The Base Rent payable hereunder shall initially be payable at the rate of $1.75 per rentable square foot of the Sublease Premises per month, or $21.00 per rentable square foot of
\nSublease Premises per annum (which, upon the Sublease Rent Commencement Date of the last Sublease Premises Portion to be delivered by Sublandlord to Subtenant hereunder, equates to $10,632,657 per annum, payable in the amount of $886,054.75 per
\nmonth), payable in the manner set forth in Paragraph 6 below. As described in Paragraph 6 below and in Exhibit D<\/b> attached hereto, the Sublease Base Rent rate will escalate by three percent (3%) per annum as of (a) the date that is one (1)
\nyear after the date on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square <\/font><\/p>\n
 <\/font><\/p>\n
2 <\/font><\/p>\n
footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred, shall
\ncause the aggregate rentable square footage of the Sublease Premises Portion for which the Sublease Rent Commencement Date has occurred to exceed 225,000 rentable square feet (the \u0093Initial Adjustment Date\u0094), and (b) each anniversary of the
\nInitial Adjustment Date thereafter (each, an \u0093Adjustment Date\u0094). Sublease Base Rent payable with respect to each Sublease Premises Portion shall, from and after the applicable Sublease Rent Commencement Date for such Sublease Premises
\nPortion, initially consist of the following (assuming that the Sublease Rent Commencement Date with respect to all Sublease Premises Portions occurs prior to the Initial Adjustment Date): <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 40, Floor 1
\nSublease Base Rent\u0094: $1,740,711 per annum, payable in the amount of $145,059.25 per month. <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 40; Floor 2 Sublease Base Rent\u0094: $1,503,810 per annum, payable in the amount of $125,317.50
\nper month. <\/font><\/p>\n
 <\/font><\/p>\n
3.    <\/p>\n
\u0093Building 41 Sublease Base Rent\u0094: $2,077,152 per annum, payable in the amount of $173,096 per month. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 42 Sublease Base Rent\u0094: $1,737,582 per annum, payable in the amount of $144,798.50 per
\nmonth. <\/font><\/p>\n
 <\/font><\/p>\n
5.
\n\u0093Building 43 East Sublease Base Rent\u0094: $1,786,701 per annum, payable in the amount of $148,891.75 per month. <\/font><\/p>\n
 <\/font><\/p>\n
6.     \u0093Building 43 West Sublease Base Rent\u0092: $1.786,701 per annum, payable in the amount of $148,891.75 per
\nmonth. <\/font><\/p>\n
 <\/font><\/p>\n
L.     \u0093Target Sublease
\nDelivery Date\u0092\u0094: with respect to any Sublease Premises Portion, shall be the date by which Sublandlord expects, using reasonably diligent efforts, to deliver such Sublease Premises Portion to Subtenant in accordance with the provisions of
\nthis Sublease, and, expressed in chronological order with respect to each Sublease Premises Portion, are the following target dates: <\/font><\/p>\n
 <\/font><\/p>\n
1.     \u0093Building 42 Sublease Premises\u0094: August 1, 2003 <\/font><\/p>\n
 <\/font><\/p>\n
2.     \u0093Building 41 Sublease
\nPremises\u0094: December 15, 2003. <\/font><\/p>\n
 <\/font><\/p>\n
3.     \u0093Building 43 West Sublease Premises\u0094: December 31, 2003. <\/font><\/p>\n
 <\/font><\/p>\n
4.     \u0093Building 40, Floor 1 Sublease Premises\u0094: January 15, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
5.     \u0093Building 40, Floor 2
\nSublease Premises\u0094: March 1, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
6.     \u0093Building 43 East Sublease Premises\u0094: September 1, 2004. <\/font><\/p>\n
 <\/font><\/p>\n
M.     \u0093Actual Delivery Date\u0094: with respect to any Sublease Premises Portion, shall be the actual date on which Sublandlord
\ndelivers such Sublease Premises Portion to Subtenant in accordance with the provisions of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
N.     \u0093Sublease Rent Commencement Date\u0094: with respect to any Sublease Premises Portion, shall be the earlier of (x) the
\ndate on which Subtenant commences occupancy and use of such Sublease Premises Portion for the purpose of conducting Tenant\u0092s business operations therein (as opposed to the construction of initial fit-up improvements) (the \u0093Subtenant Actual
\nOccupancy Date\u0094), and (y) sixty (60) days following the Actual Delivery Date for such Sublease Premises Portion, subject to acceleration pursuant to Paragraph 2.D below. <\/font><\/p>\n
 <\/font><\/p>\n
3 <\/font><\/p>\n
O.     \u0093Subtenant\u0092s Share\u0094: The ratio (expressed as a percentage) that
\nthe rentable square footage of the Sublease Premises Portions for which, from time to time, the Rent Commencement Date has occurred bears to 506,317; it being understood that as the Sublease Premises are intended to be occupied by Subtenant in
\nphases, Subtenant\u0092s Share shall increase with each such phase (for example, upon the Building 42 Sublease Rent Commencement Date, Subtenant\u0092s Share shall be 16.34%, assuming the next Sublease Premises Portion occupied by Subtenant is
\nBuilding 43 East, then upon the Building 43 East Sublease Rent Commencement Date, Subtenant\u0092s Share shall increase to 33.14%). <\/font><\/p>\n
 <\/font><\/p>\n
P.     \u0093Letter of Credit\u0094: A Letter of Credit (defined in Paragraph 7 below) in an amount (the \u0093Required Amount\u0094)
\ndetermined as follows: (a) $9,000,000 during the period from the date such Letter of Credit is delivered pursuant to Paragraph 7 to the last day of the Net Rental Abatement Period (as defined in Paragraph 6.D below) (the \u0093Initial Determination
\nDate\u0094), (b) beginning on the Initial Determination Date and on each anniversary thereof (together with the Initial Determination Date, each, a \u0093Determination Date\u0094) the amount of the Letter of Credit shall be reduced by $500,000 until
\nthe Letter of Credit amount equals $6,000,000, and (c) $6,000,000 thereafter during the remainder of the Sublease Term. If an Event of Default shall exist on any Determination Date then, the amount of the Letter of Credit shall not be so reduced and
\nshall instead be reduced in accordance with the above schedule only on the next scheduled Determination Date upon which an Event of Default is not existing. The Required Amount of the Letter of Credit shall be subject to reduction as provided in the
\nlast sentence of Paragraph 2.C below. <\/font><\/p>\n
 <\/font><\/p>\n
Q.     \u0093Master Lease\u0094: Commercial Lease dated December 29, 2000, by and between Master Landlord, as landlord, and Sublandlord, as tenant, as amended by that certain Amendment dated April 18, 2001, and by the
\nSecond Amendment (defined below). A copy of the Master Lease is attached hereto as Exhibit B<\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
R.     \u0093Ground Lease\u0094: Ground Lease dated as of March 7, 1995, by and between the City of Mountain View, a municipal
\ncorporation, as landlord (the \u0093Ground Lessor\u0094), and Silicon Graphics Real Estate, Inc., as tenant (the \u0093Original Ground Tenant\u0094), a memorandum of which was recorded March 8, 1995, as instrument number 12826209 in the Original
\nRecords of Santa Clara County, California, as assigned by the Original Ground Tenant to The Goldman Sachs Group, Inc., a Delaware corporation (\u0093GS\u0094), by Assignment and Assumption of Ground Lease dated as of December 29, 2000, and recorded
\nJanuary 2, 2001, as instrument number 15514932, as further assigned by GS to Master Landlord by Assignment and Assumption of Ground Lease (Amphitheatre) dated as of May 22, 2001, and recorded June 6, 2001, as instrument number 15713398, and as
\namended by First Amendment to Ground Lease (Amphitheatre) dated as of May 22, 2001, among Ground Lessor, GS and the Master Landlord. <\/font><\/p>\n
 <\/font><\/p>\n
S.     \u0093WH-Google NDA\u0094: Nondisturbance and Attornment Agreement (Amphitheatre) dated as of the date hereof between Master
\nLandlord and Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
T.    <\/p>\n
\u0093Three-Party Agreement\u0094: Landlord-Subtenant Agreement dated as of the date hereof between Master Landlord and Subtenant, and joined in by Sublandlord. <\/font><\/p>\n
 <\/font><\/p>\n
U.     \u0093Second Amendment\u0094: Second Amendment to Commercial Lease (Amphitheatre) dated as of the date hereof among Master
\nLandlord, Sublandlord and Subtenant. The WH-Google NDA, the Three-Party Agreement and the Second Amendment are sometimes collectively referred to as the \u0093VVH-Google Documents.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
V.     Each of the following terms are defined in the paragraph referred to for such term. <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
Term<\/b><\/font><\/p>\n
<\/td>\n		  <\/font><\/td>\nParagraph<\/b><\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Adjustment Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(d)<\/font><\/td>\n<\/tr>\n
\n
Advanced Delivery Days<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Affiliated Party<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Approved Users<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.E<\/font><\/td>\n<\/tr>\n
\n
Arbiter<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Broker<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n30<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
4 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
Cash Collateral Account<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.A<\/font><\/td>\n<\/tr>\n
\n
Casualty Event<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Construction Allowance<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.D<\/font><\/td>\n<\/tr>\n
\n
DDA<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.P<\/font><\/td>\n<\/tr>\n
\n
Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n1.P<\/font><\/td>\n<\/tr>\n
\n
Early Delivery Notice<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.C<\/font><\/td>\n<\/tr>\n
\n
Effective Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.A<\/font><\/td>\n<\/tr>\n
\n
Events of Default by Sublandlord<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n14<\/font><\/td>\n<\/tr>\n
\n
Events of Force Majeure<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n25<\/font><\/td>\n<\/tr>\n
\n
Good Working Order and Repair<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.A<\/font><\/td>\n<\/tr>\n
\n
Initial Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n1.P<\/font><\/td>\n<\/tr>\n
\n
Issuing Bank<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
IT Area<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n22.B<\/font><\/td>\n<\/tr>\n
\n
Laws<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.G<\/font><\/td>\n<\/tr>\n
\n
Letter of Credit<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
Master Landlord Indemnitees<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Non-Delivered Premises<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.B<\/font><\/td>\n<\/tr>\n
\n
Non-Renewal Notice<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n7.B<\/font><\/td>\n<\/tr>\n
\n
Operating Expenses<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n8.A<\/font><\/td>\n<\/tr>\n
\n
PCP<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.P<\/font><\/td>\n<\/tr>\n
\n
Permits<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n4.O<\/font><\/td>\n<\/tr>\n
\n
Permitted Transfer<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Punch List<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Punch List Item<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n19.E<\/font><\/td>\n<\/tr>\n
\n
Reimbursement Amount<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.B<\/font><\/td>\n<\/tr>\n
\n
Reincorporation<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n9.D<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Indemnities<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Reimbursement Amount<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord Representatives<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.A<\/font><\/td>\n<\/tr>\n
\n
Sublandlord\u0092s Expense Statement<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n8.B<\/font><\/td>\n<\/tr>\n
\n
Sublease Additional Rent<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.C<\/font><\/td>\n<\/tr>\n
\n
Sublease Rent<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n6.C<\/font><\/td>\n<\/tr>\n
\n
Substantial Occupancy Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(i)<\/font><\/td>\n<\/tr>\n
\n
Subtenant Indemnities<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.B<\/font><\/td>\n<\/tr>\n
\n
Subtenant Representatives<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n17.B<\/font><\/td>\n<\/tr>\n
\n
Tenant\u0092s Work<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n5.D<\/font><\/td>\n<\/tr>\n
\n
Termination Determination Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n2.B<\/font><\/td>\n<\/tr>\n
\n
Total Occupancy Date<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n3.B(iv)(f)<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
W.     Capitalized terms used but not defined herein have the same meanings herein as in the Master Lease. As used herein, unless otherwise specified, (i) singular words include the plural and plural words include the
\nsingular, (ii) words importing a gender include the other genders, (iii) the words \u0093include\u0094 and \u0093including\u0094, and words of similar import, shall be deemed to be followed by the words \u0093without limitation\u0094, (iv) the words<\/p>\n
\u0093hereto\u0094, \u0093herein\u0094, \u0093hereof\u0094 and \u0093hereunder\u0094 and words of similar import, refer to this Sublease in its entirety, including the Incorporated Provisions (as hereinafter defined) of the Master Lease, (v)
\nreferences to Paragraphs, Subparagraphs, Exhibits and Schedules are to the Paragraphs, Subparagraphs, Exhibits and Schedules of this Sublease, (vi) the Exhibits and Schedules hereto are incorporated herein by reference, and (vii) titles to
\nParagraphs, Subparagraphs, Exhibits and Schedules are for convenience only and shall not affect the interpretation of this Sublease. Any rule of interpretation to the effect that ambiguities are to be resolved against the drafting party or against a
\nsublandlord or a subtenant shall not be employed in the interpretation of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
2.     GRANTING CLAUSE. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. Sublandlord, in consideration of the covenants and agreements to be performed by Subtenant, and upon the terms and conditions hereinafter stated, does hereby lease, demise
\nand let unto <\/font><\/p>\n
 <\/font><\/p>\n
5 <\/font><\/p>\n
\nSubtenant, and Subtenant does hereby take from Sublandlord, the Sublease Premises, to have and to hold for the Sublease Term (unless sooner terminated as
\nhereinafter provided). <\/font><\/p>\n
 <\/font><\/p>\n
B.     Phased
\nDelivery<\/u>. As of the date of this Sublease, the Sublease Premises are fully occupied by Sublandlord. The parties intend that, on or before the applicable Target Sublease Delivery Date for each Sublease Premises Portion, Sublandlord will vacate
\nsuch Sublease Premises Portion and deliver the same to Subtenant in their \u0093as is\u0094 condition, subject to Paragraphs 19.A and 19.B, provided<\/u>, that Subtenant shall not have the right to refuse the delivery by Sublandlord of any
\nSublease Premises Portion based on any Building System or Structural Component failing to be in Good Working Order and Repair unless Subtenant\u0092s use or occupancy of such Sublease Premises Portion is materially and adversely impacted thereby.
\nUpon the Sublease Rent Commencement Date for each Sublease Premises Portion, Sublandlord and Subtenant will enter into a letter agreement in the form of Exhibit C<\/b> attached hereto, memorializing the applicable Actual Delivery Date, and the
\nSublease Rent Commencement Date, the Sublease Base Rent payable with respect to the applicable Sublease Premises Portion, and also the increase in Subtenant\u0092s Share resulting from the addition of such Sublease Premises Portion to the Sublease
\nPremises; provided<\/u>, however<\/u>, that whether or not any such letter agreement shall be executed and delivered, the obligations of the parties under this Sublease shall continue unaffected. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Late Delivery<\/u>. Sublandlord shall use
\nreasonably diligent efforts to so deliver each Sublease Premises Portion to Subtenant on or before the Target Sublease Delivery Date for such Sublease Premises Portion; provided<\/u>, however<\/u>, that, other than described in the next
\nsucceeding sentence, the failure to do so shall not give rise to any default on the part of Sublandlord or any right of Subtenant to terminate this Sublease, reject delivery of any Sublease Premises Portion or make any claim for losses or damages
\nsuffered by Subtenant as a result of such delay. Notwithstanding the foregoing, if Sublandlord shall fail to deliver any Sublease Premises Portion to Subtenant on or before the Target Sublease Delivery Date for such Sublease Premises Portion, and
\nsuch failure continues for a period of ninety (90) days (or one hundred twenty (120) days if such failure is due to Events of Force Majeure or two hundred seventy (270) days if such failure is due to a Casualty Event), then Subtenant shall have the
\nright, to be exercised within fifteen (15) days following the relevant Termination Determination Date (defined below) by written notice to Sublandlord, to irrevocably elect to terminate this Sublease as to either (x) such Sublease Premises Portion
\n(but such termination shall not relieve Sublandlord of its obligation to deliver any as yet undelivered Sublease Premises Portions), or (y) at Subtenant\u0092s option, the entire Sublease Premises, effective as of a date specified in
\nSubtenant\u0092s notice; provided<\/u>, however<\/u>, that such periods shall be one hundred twenty (120) (and one hundred eighty (180) days in the case of Events of Force Majeure and two hundred seventy (270) days in the case of Casualty
\nEvents), for the final Sublease Premises Portion to be delivered (either the ninetieth (90<\/font>th<\/sup><\/font>), the one hundred
\ntwentieth (120<\/font>th<\/sup><\/font>), the one hundred eightieth (180<\/font>th<\/sup><\/font>) or the two hundred seventieth (270<\/font>th<\/sup><\/font>) day, as applicable, being referred to as a \u0093Termination Determination Date\u0094); provided<\/u> further<\/u>, that no right of termination shall be triggered if Sublandlord has tendered possession of such Sublease
\nPremises Portion to Subtenant and Subtenant fails to accept such tender solely due to a dispute as to the condition of such Sublease Premises Portion, such dispute to be settled in accordance with Paragraph 19.E of this Sublease. For the purpose of
\nthis Paragraph 2.C, \u0093Casualty Event\u0094 means damage to, or destruction of, the Property by reason of fire or any other cause or event (other than the negligent act or omission of Sublandlord or Sublandlord Representatives) that renders the
\nProperty unsuitable for occupancy or the conduct of ordinary business or for Subtenant\u0092s tenant improvements or otherwise causes the applicable Sublease Premises Portion to not be in Good Working Order and Repair. Upon a termination of this
\nSublease as to the entire Sublease Premises, Sublandlord shall return the Letter of Credit delivered to Sublandlord pursuant to Paragraph 7 of this Sublease; and in the event of a termination only as to the Sublease Premises Portion with respect to
\nwhich an Actual Delivery Date has not occurred (the \u0093Non-Delivered Premises\u0094) but not a termination of this Sublease as a whole, Sublandlord shall return to Subtenant the Letter of Credit upon the delivery by Subtenant to Sublandlord of a
\nreplacement Letter of Credit in an amount reduced in the proportion that the rentable square footage of the Non-Delivered Premises bears to 506,317. Time shall be of the essence with respect to each of the time periods set forth in this Paragraph
\n2.C. <\/font><\/p>\n
 <\/font><\/p>\n
D.     Incentive for Early
\nDelivery<\/u>. The Actual Delivery Date for any Sublease Premises Portion shall not occur prior to the Target Sublease Delivery Date for such Sublease Premises Portion, except as provided in this Paragraph 2.D. Sublandlord shall have the right to
\nprovide notice (\u0093Early Delivery Notice\u0094) to Subtenant if Sublandlord is in a position to deliver any Sublease Premises Portion in advance of the Target <\/font><\/p>\n
 <\/font><\/p>\n
6 <\/font><\/p>\n
\nSublease Delivery Date for such Sublease Premises Portion. Any Early Delivery Notice shall indicate the date such Sublease Premises Portion will be ready for
\ndelivery. Subtenant shall have five (5) days from receipt of the Early Delivery Notice to indicate to Sublandlord its acceptance or rejection of such early delivery (and Subtenant\u0092s failure to respond to Sublandlord within such five (5) day
\nperiod shall be deemed a rejection by Subtenant of Sublandlord\u0092s offer of early delivery of such Sublease Premises Portion). In the event Subtenant is willing to accept early delivery and the Actual Delivery Date for such Sublease Premises
\nPortion occurs on the date indicated in the Early Delivery Notice, the Sublease Rent Commencement Date for such Sublease Premises Portion shall be the earlier of (x) the Subtenant Actual Occupancy Date far such Sublease Premises Portion, or (y) (i)
\nsixty (60) days following the Actual Delivery Date for such Sublease Premises Portion minus<\/u> (ii) the number of days that the Actual Delivery Date for such Sublease Premises Portion is in advance of the Target Sublease Delivery Date for such
\nSublease Premises Portion (such number of days being referred to as the \u0093Advance Delivery Days\u0094) (provided if the Advance Delivery Days exceeds sixty (60) days, the Sublease Rent Commencement Date for such Sublease Premises Portion shall
\nbe the Actual Delivery Date thereof). <\/font><\/p>\n
 <\/font><\/p>\n
3.    MASTER
\nLEASE<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     This Sublease is made
\nsubject to all applicable terms and conditions of the Master Lease, which are incorporated into and made a part of this Sublease as if Sublandlord were Master Landlord and Subtenant were Tenant thereunder. Nothing contained in this Sublease shall be
\nconstrued to (x) create privity of estate or privity of contract between Subtenant and Master Landlord or (y) constitute an undertaking or warranty by Sublandlord of performance by Master Landlord of its obligations under the Master Lease, and
\nSublandlord shall have no duty to pursue any remedies or actions against Master Landlord in connection therewith. Sublandlord acknowledges, however, that Master Landlord and Subtenant have entered into the WH-Google Documents and pursuant thereto
\nMaster Landlord has agreed to deal directly with Subtenant with respect to certain specified activities and matters such as aIterations, assignment and subletting and casualty and condemnation, and to recognize Subtenant\u0092s rights hereunder
\nunder certain circumstances in the event of a termination of the Master Lease. To the extent that Master Landlord agrees to permit Subtenant to act or refrain from acting in a manner other than as required by the Master Lease, and Master Landlord
\nhas agreed to release Sublandlord from liability as a result of Subtenant being held to a standard that is more favorable to Subtenant than, or otherwise inconsistent with, the requirements of the Master Lease, Sublandlord agrees that
\nSubtenant\u0092s breach of the Incorporated Provisions (defined below) under such circumstances will not constitute a breach or default hereunder. Notwithstanding the foregoing, any failure by Subtenant to comply (giving effect to any relevant
\nnotice and cure periods) with the terms of the Master Lease, as incorporated herein, but as modified by any WH-Google Document, shall constitute an Event of Default under this Sublease. In the event that Sublandlord delivers a notice of default to
\nSubtenant under this Sublease and Subtenant has not cured such default within the cure periods allowed under the Master Lease (or this Sublease), Sublandlord shall have the right, but not the obligation, to cure any such default if such default is
\ncured by Sublandlord then Subtenant shall reimburse Sublandlord for amounts spent or incurred by Sublandlord in curing Subtenant\u0092s default, within ten (10) days after notice and demand therefor from Sublandlord to Subtenant, together with
\ninterest and a late fee at the interest rate and late fee percentage specified in the Master Lease (the \u0093Sublandlord Reimbursement Amount\u0094). In the event Subtenant fails to pay Sublandlord the Sublandlord Reimbursement Amount as provided
\nabove, Sublandlord shall be entitled to draw on the Letter of Credit for such amount and Subtenant shall replenish the Letter of Credit to the applicable Required Amount, as required by Paragraph 7 of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Except as otherwise provided herein, as between
\nSublandlord and Subtenant, all of the agreements, covenants, terms, conditions and provisions of the Master Lease (the \u0093Incorporated Provisions\u0094) are incorporated in this Sublease and are applicable under this Sublease as agreements,
\ncovenants, terms, conditions and provisions between Sublandlord and Subtenant; provided<\/u>, however<\/u>, that: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     the following provisions of the Master Lease are not Incorporated Provisions, to wit: Sections 1.A, (Basic Lease
\nInformation), 3.2 (Renewal Option), 4.2 (Base Rent), 4.3 (Rent Adjustment), 4.4 (Additional Rent), 4.7 (Credit Enhancement), 5.1 (Operating Expenses), 5.2 (Payment of Operating Expenses), 5.3 (Proration), 6.2(c) (no termination of Ground Lease),
\nlast sentence of 8.1, 8.4 (Special Services), 15.5 (Short-term Subletting), 16.1(b)(ii), 16.1(i) (cross-default), 17.5 (Subordination to Landlord Mortgages), 18.2 (Sale of Property), 18.3 (No Personal Liabilities), 22 (Financial Statements), 26
\n(Notices), 30 (Brokers) and 32.8 (Relocation) of the Master Lease and Exhibits B and C to the Master Lease; and <\/font><\/p>\n
 <\/font><\/p>\n
7 <\/font><\/p>\n
(ii)     for avoidance of doubt, the provisions of the Master Lease (other then
\nthose identified in clause (i) above are Incorporated Provisions; and <\/font><\/p>\n
 <\/font><\/p>\n
(iii)     as incorporated herein and applicable hereunder, the Incorporated Provisions are deemed changed as follows: (x) unless otherwise provided herein, references in the Incorporated Provisions to: (1)<\/p>\n
\u0094Lease\u0094 are deemed changed to refer to this \u0093Sublease\u0094, (2) \u0094Landlord\u0094 and \u0093Landlord\u0092s\u0094 are deemed changed to refer to \u0093Sublandlord\u0094 and \u0093Sublandlord\u0092s\u0094, respectively, (3)<\/p>\n
\u0094Tenant\u0094 and Tenant\u0092s\u0094 are deemed changed to refer to \u0093Subtenant\u0094 and \u0093Subtenant\u0092s\u0094, respectively, (4) \u0094Premises\u0094 are deemed changed to refer to \u0093Sublease Premises\u0094, (5)<\/p>\n
\u0094Commencement Date\u0094 are deemed changed to refer to \u0093Sublease Commencement Date\u0094 of the first Sublease Premises Portion to be delivered by Sublandlord or to a particular Sublease Premises Portion, as applicable, (6)
\n\u0094Expiration Date\u0094 are deemed changed to refer to \u0093Sublease Expiration Date\u0094, (7) \u0094Rent\u0094 are deemed changed to refer to \u0093Sublease Rent\u0094, (8) \u0094Base Rent\u0094 are deemed changed to refer to \u0093Sublease
\nBase Rent\u0094, (9) \u0094Additional Rent\u0094 are deemed changed to refer to \u0093Sublease Additional Rent\u0094, (10) \u0094Term\u0094 are deemed changed to refer to \u0093Sublease Term\u0094, and (11) \u0094Tenants Share\u0094 are deemed
\nchanged to \u0093Subtenant\u0092s Share\u0094 and (y) the phrases in the Incorporated Provisions (1) \u0094Landlord\u0092s consent\u0094, \u0093Landlord\u0092s approval\u0094, and phrases of similar import (including \u0093consent of Landlord\u0094<\/p>\n
and \u0093approval of Landlord\u0094), are deemed changed to refer to \u0093(A) Landlord\u0092s consent pursuant to the Master Lease and (B) Sublandlord\u0092s consent pursuant to this Sublease\u0094, (2) \u0094notify Landlord\u0094 or \u0093notice
\nto Landlord\u0094 and phrases of similar import are deemed changed to refer to \u0093notify the Master Landlord and the Sublandlord\u0094 and \u0093notice to the Master Landlord and the Sublandlord\u0094 and the like, and (3) \u0094indemnify
\nLandlord\u0094 or \u0093hold Landlord harmless\u0094 and phrases of similar import are deemed changed to refer to \u0093indemnify the Master Landlord and the Sublandlord\u0094 and \u0093hold the Master Landlord and the Sublandlord harmless\u0094 and
\nthe like; <\/font><\/p>\n
 <\/font><\/p>\n
(iv)    as incorporated herein
\nand applicable hereunder, the Incorporated Provisions are deemed changed as follows: <\/font><\/p>\n
 <\/font><\/p>\n
(a)     Exhibit B shall be replaced in full by Exhibit D<\/b> hereto. <\/font><\/p>\n
 <\/font><\/p>\n
(b)     Except to the extent the Master
\nLandlord has agreed in any VVH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for giving notice (including the increased period of time for giving notice of default pursuant to Section
\n1.18 of the Second Amendment) or to provide notices directly to, and accept notices directly from, Subtenant, any period in the Incorporated Provisions for giving notice or making demand are deemed changed by adding 5 days if the notice is to be
\ngiven by Subtenant and subtracting 5 days if the notice is to be given by Sublandlord, provided that if the applicable notice period is less than 10 days, the applicable 5 days in this clause shall instead be one half (1\/2) of the applicable notice
\nperiod. <\/font><\/p>\n
 <\/font><\/p>\n
(c)     Except
\nto the extent the Master Landlord has agreed in any WH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for performing or allowing time to perform (including the increased period of time
\nallowed to cure a default pursuant to Section 1.18 of the Second Amendment) or to accept the performance of Subtenant in lieu of the performance of Sublandlord, any period in the Incorporated Provisions for performing or allowing time to perform are
\ndeemed changed by subtracting 5 days if the time is allowed to Subtenant and adding 5 days if the time is allowed to Sublandlord, provided that if the applicable time allowed is less than 10 days, the applicable 5 days in this clause shall instead
\nbe one half (1\/2) of the applicable time allowed. Without limiting the generality of the foregoing, for purposes of incorporating Section 161(c), the period of one hundred twenty (120) days set forth therein shall be deemed ninety (90) days and
\nSubtenant shall notify Sublandlord from time to time of the status of Subtenant\u0092s cure efforts pursuant to such Section 16.1(c). <\/font><\/p>\n
 <\/font><\/p>\n
(d)     Section 4.3 shall be replaced in its entirety by: \u0093Commencing on the Initial Adjustment Date, and on
\nevery anniversary of the Initial Adjustment Date <\/font><\/p>\n
 <\/font><\/p>\n
8 <\/font><\/p>\n
\nthereafter (each, an \u0093Adjustment Date\u0094), the Sublease Base Rent shall be increased as stated on Exhibit D<\/b>.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
(e)     For purposes of incorporating
\nSection 2.3 of the Master Lease (\u0093Parking\u0094) herein, Sublandlord and Subtenant acknowledge that until such time as Subtenant occupies all of the Sublease Premises, the parking areas serving the Property shall be used both by Subtenant and
\nby Sublandlord, and Sublandlord and Subtenant agree to mutually cooperate in good faith in the shared usage of such parking areas. <\/font><\/p>\n
 <\/font><\/p>\n
(f)     For purposes of incorporating Section 7.1 (Permitted Use) of the Master Lease herein, (1) the phrase<\/p>\n
\u0093the uses specified and permitted in Article 1\u0094 shall be deleted and replaced with the phrase \u0093general office, research and development and other legal uses ancillary thereto\u0094 and (2) from and after the Sublease Rent Commencement
\nDate immediately following the Actual Delivery Date for that Sublease Premises Portion which when added to the rentable square footage of those Sublease Premises Portions for which the Actual Delivery Date has previously occurred, shall cause the
\naggregate rentable square footage of the Sublease Premises for which the Actual Delivery Date has occurred to constitute 100% of the Sublease Premises (the \u0093Total Occupancy Date\u0094), references to \u0093Landlord\u0094 shall be deemed
\nreplaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(g)     For purposes of incorporating Section 7.2 (Prohibited Uses) of the Master Lease herein, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master
\nLandlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(h)    <\/p>\n
The first sentence of Section 8.1 (Landlord\u0092s Obligations) shall apply only after the Total Occupancy Date. <\/font><\/p>\n
 <\/font><\/p>\n
(i)     In Section 8.2, Subtenant\u0092s obligation to repair and maintain the Building Systems and Structural
\nComponents in any Building shall become effective only on the Sublease Rent Commencement Date immediately following Sublandlord\u0092s delivery to Subtenant of all the rentable area in such Building; provided<\/u>, however<\/u>, that Subtenant
\nshall be obligated to repair and maintain the cafe located in the Building 40, Floor 1 Premises from and after the Actual Delivery Date of the Building 40, Floor 1 Premises. Subtenant shall repair and maintain the Common Areas from and after the
\ndate on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred,
\nshall cause the aggregate rentable square footage of the Sublease Premises Portions for which the Sublease Rent Commencement Date has occurred to exceed 400,000 rentable square feet (the \u0093Substantial Occupancy Date\u0094). From and after the
\nSubstantial Occupancy Date until such time as the Sublease Rent Commencement Dates shall have occurred for the remainder of the Sublease Premises, Sublandlord shall pay to Subtenant (x) Sublandlord\u0092s proportionate share, based on the total
\nrentable area of the Sublease Premises for which the Sublease Rent Commencement Date has yet to occur, of costs relating to Subtenant\u0092s repair and maintenance of the Common Areas, and (y) any Operating Expenses incurred by Subtenant that are
\nattributable or allocable to any rentable area of the Sublease Premises for which the Sublease Rent Commencement Date has not yet occurred. <\/font><\/p>\n
 <\/font><\/p>\n
(j)     Clause (a) of the penultimate sentence of Section 8.2 shall read as follows: \u0093(a) at Subtenant\u0092s
\ncost and expense (except for capital improvements which are funded by Master Landlord and passed through to Sublandlord under the Master Lease and then to Subtenant under this Sublease)\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
9 <\/font><\/p>\n
(k)     For purposes of incorporating Section 8.3, Subtenant shall
\nbe solely responsible for security of all Sublease Premises Portions fully occupied by Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
(l)     The phrase \u0093Except as may be expressly set forth in this Sublease\u0094 shall be added at the beginning
\nof Section 9 and again at the beginning of the fourth (4<\/font>th<\/sup><\/font>), fifth (5<\/font>th<\/sup><\/font>), sixth (6<\/font>th<\/sup><\/font>) and seventh
\n(7<\/font>th<\/sup><\/font>) sentences of Section 9. <\/font><\/p>\n
 <\/font><\/p>\n
(m)     Incorporated Article 10 shall be subject to the WH-Google Documents.
\nSpecifically, subject to Paragraph 3.A, Sublandlord agrees that (1) Sublandlord shall be deemed to have consented to Alterations approved in writing by Master Landlord, (2) Sublandlord shall not require restoration of Alterations if Master Landlord
\nhas waived its right to do so, and (3) Sublandlord shall not require security for any Alteration restoration obligation to the extent Subtenant is providing such security directly to Master Landlord; and, from and after the Sublease Rent
\nCommencement Date immediately following the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(n)     The phase \u0093Except as may be expressly set forth in this Sublease\u0094 shall be added to the third
\nsentence of Section 13.2 <\/font><\/p>\n
 <\/font><\/p>\n
(o)     Section 13.4 is incorporated herein subject to the indemnification clause in Paragraph 17.B below. <\/font><\/p>\n
 <\/font><\/p>\n
(p)     In the third sentence of Section 13.7, \u0093Landlord\u0094 appearing therein shall be replaced with<\/p>\n
\u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(q)     The phrase \u0093and except for any Hazardous Materials resulting from the Environmental Activity by Sublandlord and Sublandlord\u0092s Agents during Sublandlord\u0092s occupancy of an Sublease Premises
\nPortion\u0094 shall be added to the end of the first sentence of Section 13.8. <\/font><\/p>\n
 <\/font><\/p>\n
(r)     Clause (c) of Section 14.1 shall be deleted in its entirety and replaced with the following: \u0093(c) the
\ncondition of the Premises, and any occurrence on the Premises from any cause whatsoever, except to the extent caused by (x) the gross negligence or willful misconduct of the Indemnified Parties or (y) any act or omission of Sublandlord prior to the
\nActual Delivery Date for the relevant Sublease Premises Portion; and\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(s)     Article 15 is incorporated herein subject to Paragraph 9 below. <\/font><\/p>\n
 <\/font><\/p>\n
(t)     In Section 16.1(b)(i), \u0093Section 4.7\u0094 appearing therein shall be replaced with the phrase<\/p>\n
\u0093Paragraph 7 of this Sublease\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(u)     in Section 16.6, the phrase \u0093Leasehold Mortgagee or\u0094 shall be deleted and the reference to provisions of Article 18\u0094 shall be deemed replaced with a reference to \u0093Sections 18.1 and 18.4\u0094.
\n<\/font><\/p>\n
 <\/font><\/p>\n
(v)     For purposes of
\nincorporating Section 17.1 references in the first sentence of Section 17.1 to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094 and at such time as the Substantial Occupancy Date shall have occurred, the references to<\/p>\n
\u0093Landlord\u0094 in the penultimate sentence of Section 17.1 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(w)     For purposes of incorporating Section 17.2, from and after the Total Occupancy Date, references to
\n\u0093Landlord\u0094 shall be deemed replaced with \u0093Master <\/font><\/p>\n
 <\/font><\/p>\n
10 <\/font><\/p>\n
\nLandlord;\u0094 provided<\/u>, however<\/u>, Sublandlord reserves the right to enter the Sublease Premises as provided in Section 17.2 if such access is
\nnecessary for Sublandlord to comply with its obligations under the Master Lease or this Sublease or to verify compliance by Subtenant with the terms of the Master Lease and this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
(x)     The reference to<\/p>\n
\u0093Landlord\u0094 in Section 17.3 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(y)     For purposes of incorporating Section 17.4 of the Master Lease, at such time as the Actual Delivery Date or
\nDates shall have occurred for 100% of any Building within the Sublease Premises, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094 with respect to such Building. <\/font><\/p>\n
 <\/font><\/p>\n
(z)     Articles 19 and 20 of the
\nMaster Lease are incorporated herein as further modified by Paragraph 21 of this Sublease; and any reference to \u0093Landlord\u0094 in connection with any right to terminate the \u0093Lease\u0094 shall be deemed to refer to \u0093Master
\nLandlord\u0094 and the \u0093Master Lease.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
(aa)     In Section 20.5, the phrase \u0093voluntary sale by Landlord\u0094 shall be replaced with the phrase \u0093voluntary sale by Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(bb)     The reference to \u0093Landlord\u0094 in the first sentence of Section 24.1
\nshall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(cc)     For purposes of incorporating Section 24.2, until the Total Occupancy Date, Sublandlord\u0092s approval of any signage shall not be unreasonably withheld, conditioned or delayed. After the
\nTotal Occupancy Date, references to \u0093Landlord\u0094 in Section 24.2 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(dd)     The phrase \u0093Except as expressly provided in this Sublease,\u0094 shall be added at the beginning of
\nSection 28. <\/font><\/p>\n
 <\/font><\/p>\n
(ee)     For
\npurposes of incorporating Section 32.1, until such time as the Actual Delivery Date or Dates shall have occurred for 100% of any Building within the Sublease Premises, Sublandlord\u0092s discretion with respect to installation of an antennae on a
\nportion of the rooftop of such Building shall be reasonable, and its consent shall not be unreasonably withheld, conditioned or delayed. After the Total Occupancy Date, references to \u0093Landlord\u0094 in Section 32.1 shall be deemed replaced with<\/p>\n
\u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(ff)     For purposes of incorporating Section 32.2, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
(gg)     For purposes of incorporating
\nSection 32.3, from and after the Total Occupancy Date, references to \u0093Landlord\u0094 shall be deemed replaced with \u0093Master Landlord\u0094. <\/font><\/p>\n
 <\/font><\/p>\n
4.    REPRESENTATIONS AND WARRANTIES BY SUBLANDLORD<\/u>. Sublandlord warrants and represents to Subtenant: <\/font><\/p>\n
 <\/font><\/p>\n
A.     No Modification of Master Lease<\/u>. The Master
\nLease has not been amended or modified, except as provided herein. <\/font><\/p>\n
 <\/font><\/p>\n
B.     No Default Under Master Lease<\/u>. No default or breach of any of the provisions of the Master Lease has occurred and is continuing and no notices of default have been sent or received by Sublandlord with<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
11 <\/font><\/p>\n
\nrespect to the Master Lease, nor to the present knowledge of Sublandlord has any event or condition occurred which, with the passing of time or the giving of
\nnotice, would result in an Event of Default by Sublandlord under the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
C.     No Restoration Obligations<\/u>. Other than described on Schedule 4.C<\/b> to this Sublease, Sublandlord has not performed any Alterations within the Sublease Premises which Master
\nLandlord has, pursuant to the provisions of Section 10.3 of the Master Lease, provided notice to Sublandlord that Sublandlord shall be required to remove such Alterations and restore the Sublease Premises at the expiration or sooner termination of
\nthe term of the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
D.    <\/p>\n
Due Organization and Ownership<\/u>. Sublandlord is a Delaware corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the State of California. Sublandlord has the
\nauthority to own and to operate its assets, to conduct its business as now conducted and to sublease the Sublease Premises under the terms and conditions of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Full Right to Convey<\/u>. There we no other parties in possession of the Sublease Premises (or
\nany portion thereof), and no party has been granted any license, lease, profit or other right or interest relating to the use or possession of the Sublease Premises (or any part thereof). <\/font><\/p>\n
 <\/font><\/p>\n
F.     Valid, Binding, Enforceable<\/u>. This Sublease
\nand all documents to be executed by Sublandlord pursuant to this Sublease have been duly authorized, executed and delivered by Sublandlord, and constitute the legal, valid and binding obligations of Sublandlord, enforceable against Sublandlord in
\naccordance with their respective terms subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other laws and procedures affecting the enforcement of creditor\u0092s rights or the collection of debtor\u0092s obligations.
\nSublandlord\u0092s execution, delivery and performance of this Sublease and the consummation of the transactions contemplated hereby, including, without limitation, the execution of all other documents necessary or desirable to consummate this
\ntransaction, will not (either alone, or with notice or the passage of time, or both) result in any material violation or material breach of any of the terms or conditions of, or constitute a material default under, any material agreement to which
\nSublandlord is a party. <\/font><\/p>\n
 <\/font><\/p>\n
G.    <\/p>\n
Compliance with Laws<\/u>. To Sublandlord\u0092s actual knowledge and except as set forth on Schedule 4.G<\/b> to this Sublease, Sublandlord has not received any written notice that the Sublease Premises or Property are currently in violation of
\nany (i) federal, state or local statutes, laws, rules, regulations, codes, ordinances, orders or stipulations relating to the use, occupancy, development or construction of the Property, including, without limitation, building codes, zoning
\nordinances, fire or safety codes, Environmental Laws, the Americans with Disabilities Act and life safety requirements (collectively, \u0093Laws\u0094), or (ii) any recorded covenants, conditions or restrictions or any material agreements affecting
\nany portion of the Property, or (iii) any governmental permits or development approvals issued in connection with the development of the Property (whether or not recorded). Sublandlord has not received any notice regarding any pending or
\ncontemplated change in any Laws applicable to the Property or of any pending, threatened or contemplated judicial, administrative or governmental agency action which could in any way materially adversely affect the Property or its value or
\nSubtenant\u0092s intended use of the Property. <\/font><\/p>\n
 <\/font><\/p>\n
H.     No Litigation<\/u>. Other than described on Schedule 4.H<\/b> to this Sublease, there is no litigation pending or, to the best of Sublandlord\u0092s knowledge, threatened or contemplated, nor is there any
\npending or, to the best of Sublandlord\u0092s knowledge, threatened investigation or proceeding by any governmental agency against Sublandlord or the Sublease Premises or Property, which would materially adversely affect Sublandlord\u0092s ability
\nto perform its obligations under this Sublease, or which could in any way materially and adversely affect the Sublease Premises or Property or Subtenant\u0092s intended use of the Sublease Premises or Property. <\/font><\/p>\n
 <\/font><\/p>\n
I.     Condemnation\/Assessments<\/u>. To the best of
\nSublandlord\u0092s actual knowledge, there is no pending or threatened condemnation action seeking to condemn the Sublease Premises or Property (or any portion thereof), nor any pending or, to the best of Sublandlord\u0092s actual knowledge,
\nthreatened proceedings to establish any assessments, assessment districts or other districts which could encumber, or have the authority to create or levy assessments or taxes against, the Sublease Premises or Property (or any portion thereof).<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
12 <\/font><\/p>\n
J.     Additional Obligations<\/u>. Other than as disclosed in writing by
\nSublandlord to Subtenant and except as set forth on Schedule 4.J<\/b> to this Sublease, there are no third-party contracts or agreements of any kind or nature in connection with the operation of the Sublease Premises or Property that are not
\nterminable on 30 days\u0092 notice. <\/font><\/p>\n
 <\/font><\/p>\n
K.    <\/p>\n
Personal Property<\/u>. All fixtures, equipment, chattels, machinery and other personal property that are not attached to the Sublease Premises but are needed for the use or operation of the Sublease Premises are owned by Sublandlord free and
\nclear of all Liens other than Liens permitted by the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
L.     Occupancy Agreements<\/u>. Except for the Master Lease and the Ground Lease, there are no occupancy agreements affecting all or any portion of the Sublease Premises. <\/font><\/p>\n
 <\/font><\/p>\n
M.     Environmental Matters<\/u>. Except for matters
\ndisclosed in any environmental reports delivered to Subtenant by Master Landlord (or any manager for or agent of Master Landlord) or by Sublandlord, to the best knowledge of Sublandlord, no Hazardous Material or underground storage tanks exist on
\nthe Sublease Premises (other than Permitted Substances, as defined in, and used in compliance with, the Master Lease), and the Sublease Premises are not in violation of any Environmental Laws or subject to any orders, decrees, injunctions or any
\nother proceedings or requirements imposed by any governmental authority pursuant to any Environmental Laws. <\/font><\/p>\n
 <\/font><\/p>\n
N.     Property Condition<\/u>. Except for matters disclosed on Schedule 4.N<\/b> to this Sublease, to the best knowledge of
\nSublandlord, (i) all improvements on the Sublease Premises, as of the date of this Sublease, are, and, on the Actual Delivery Date for each Sublease Premises Portion, will be, in good repair, working order and condition, normal wear and tear
\nexcepted, (ii) all improvements on the Sublease Premises (including Structural Components and Building Systems), as of the date of this Sublease, are not, and, on the Actual Delivery Date for each Sublease Premises Portion, will not be, subject to
\nmaterial deferred maintenance, and (iii) subject to, and without relieving Sublandlord of its obligations under Paragraph 19 below, all Building Systems and Structural Components, as of the date of this Sublease, are, and, on the Actual Delivery
\nDate for each Sublease Premises Portion, will be, in Good Working Order and Repair. <\/font><\/p>\n
 <\/font><\/p>\n
O.     Licenses<\/u>. Sublandlord has obtained all material licenses, permits, certificates and similar items (\u0093Permits\u0094) necessary for the use and operation of the Sublease Premises.
\nThe uses being made of the Sublease Premises are in conformity in all material respects with the certificate of occupancy and other Permits for the Sublease Premises, and any other Legal Requirements and other recorded restrictions, covenants, or
\nconditions affecting the Sublease Premises. <\/font><\/p>\n
 <\/font><\/p>\n
P.     Obligations as Developer<\/u>. All construction work required to be performed by \u0093Developer\u0094 pursuant to that certain Disposition and Development Agreement (the \u0093DDA\u0094) dated March 7, 1995
\nbetween the Ground Lessor and the Original Ground Tenant and other obligations of Developer under the Planned Community Permit (\u0093PCP\u0094) have been completed by Developer in accordance with the DDA, the PCP and the Ground Lease. <\/font><\/p>\n
 <\/font><\/p>\n
Q.     Representation of Continuing Disclosure<\/u>.
\nIf, prior to the final Delivery Date, Sublandlord shall obtain any knowledge that any of the representations and warranties set forth in Paragraphs 4.A through 4.P inclusive, above, are no longer true and accurate in all material respects,
\nSublandlord shall promptly notify Subtenant of the applicable change in status or change in condition. <\/font><\/p>\n
 <\/font><\/p>\n
5.    EFFECTIVENESS OF SUBLEASE; NOTICE FROM MASTER LANDLORD<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Effectiveness<\/u>. This Sublease shall come into full force and effect upon the satisfaction or waiver (by Sublandlord as to
\n(v), (vi) and (viii), Subtenant as to (ii) and (iv) and both Sublandlord and Subtenant as to (i) and (iii)) of the following: (i) the delivery of a written approval of the Second Amendment by the current holder of the loan made pursuant to that
\ncertain Loan Agreement, dated as of July 2, 2002, by and between Master Landlord and German American Capital Corporation, (ii) the delivery by such current holder of such loan to Subtenant of a nondisturbance and attornment agreement in form and
\nsubstance reasonably satisfactory to Subtenant, (iii) the delivery of Master Landlord\u0092s written consent in the form attached to this Sublease, (iv) the delivery by Master Landlord to Subtenant of the WH-Google NDA, in form and substance<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
13 <\/font><\/p>\n
\nreasonably satisfactory to Subtenant, (v) the execution and delivery of the Commercial Lease for the property known as Crittenden C\/D among WXIII\/Crittenden
\nRealty C, L.L.C., a Delaware limited liability company, WXIII\/Crittenden Realty D, L.L.C., a Delaware limited liability company, and Sublandlord, (vi) the execution and delivery of the Amended and Restated Commercial Lease for the property known as
\nCrittenden A between WXIII\/Crittenden Realty A, L.L.C., a Delaware limited liability company, and Sublandlord, (vii) the delivery of a written approval of the Amended and Restated Commercial Lease for Crittenden A by the current holder of the loan
\nmade to the landlord under such lease pursuant to loans made on or about August 7, 2001, by and between such landlord and GMAC Commercial Mortgage Corporation, and (viii) the receipt by the parties of a letter from the Broker confirming and agreeing
\nto Paragraph 30 of this Sublease (the latter of all such deliveries, the \u0093Effective Date\u0094). Upon the Effective Date, Sublandlord and Subtenant will enter into a letter agreement memorializing the applicable Target Sublease Delivery Dates,
\nprovided<\/u>, however<\/u>, that whether or not any such letter agreement shall be executed and delivered, the obligations of the parties under this Sublease shall continue unaffected. If the Effective Date shall have not occurred on or before
\nJuly 31, 2003, then (1) this Sublease, (2) the WH-Google Documents (to the extent then executed and delivered) and (3) the lease and amended and restated lease described in Clauses (v) and (vi)), shall terminate except for such provisions as by
\ntheir terms are intended to survive. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Notice Under Master Lease<\/u>. If, at any time during the Sublease Term, Sublandlord receives any notice or demand from Master Landlord under the Master Lease with respect to the Sublease Premises, Sublandlord
\nshall promptly deliver a true and correct copy of same to Subtenant (unless it is clear from the notice that a simultaneous notice has been sent by Master Landlord to Subtenant). In the event that Sublandlord delivers or receives a notice of default
\nunder the Master Lease, Sublandlord agrees to deliver to Subtenant a copy of any such notice of default. The parties acknowledge that the WH-Google NDA provides that Subtenant shall have the right, but not the obligation, to cure any monetary
\ndefault of Sublandlord described in any notice of default within ten (10) days after service of such notice of default on Subtenant. If such default is cured by Subtenant then Sublandlord shall reimburse Subtenant for such amounts, within ten (10)
\ndays after notice and demand therefor from Subtenant to Sublandlord, together with interest and a late fee at the interest rate and late fee percentage specified in the Master Lease (the \u0093Reimbursement Amount\u0094). In the event Sublandlord
\nfails to pay Subtenant the Reimbursement Amount as provided above, Subtenant may offset such amount against the rent payable under this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
6.    RENT<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Sublease Base Rent<\/u>. Subtenant agrees to pay monthly installments of Sublease Base Rent at the address indicated in
\nSubparagraph 1.B.2 above, or such other address as Sublandlord may from time to time notify Subtenant. Such monthly installments of Sublease Base Rent shall be payable on or before the first (1st) day of each calendar month (without demand)
\ncommencing as of the following dates, expressed in chronological order (based on Target Delivery Dates): <\/font><\/p>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n1.<\/font><\/td>\nthe building 42 Sublease Rent Commencement Date, with respect to the Building 42 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n2.<\/font><\/td>\nthe Building 41 Sublease Rent Commencement Date, with respect to the Building 41 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n3.<\/font><\/td>\nthe Building 43 West Sublease Rent Commencement Date, with respect to the Building 43 West Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n4.<\/font><\/td>\nthe Building 40, Floor 1 Sublease Rent Commencement Date, with respect to the Building 40, Floor 1 Sublease Base Rent, <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n5.<\/font><\/td>\nthe Building 40, Floor 2 Sublease Rent Commencement Date, with respect to the Building 40, Floor 2 Sublease Base Rent, and <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n6.<\/font><\/td>\nthe Building 43 East Sublease Rent Commencement Date, with respect to the Building 43 East Sublease Base Rent. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
14 <\/font><\/p>\n\n\n
 <\/font><\/td>\n\n
\nSublease Base Rent shall increase, as of the Initial Adjustment Date and each Adjustment Date thereafter, to the rate per rentable square foot per annum
\ndescribed in Exhibit D attached hereto. Sublease Base Rent for any fractional month at the time of the Sublease Rent Commencement Date for any Sublease Premises Portion or at the end of the Sublease Term shall be prorated based upon the actual
\nnumber of days in such calendar month. The Rentable Area of the Sublease Premises and the Buildings shall be conclusively presumed to be as stated in Paragraph 1.G of this Sublease. Except as otherwise provided herein, additional rent shall include,
\nwithout limitation, any and all charges, costs or expenses otherwise set forth in the Master Lease other than (w) Base Rent owing under the Master Lease, (x) Monthly Rent (as defined in the Ground Lease) together with any escalations thereof and\/or
\ninterest or late fees thereon (such amounts described in clause (x) being payable by Sublandlord in accordance with the terms of the Master Lease), (y) any indemnity or similar payments by Sublandlord under the Master Lease or the Ground Lease as a
\nconsequence of its act or omission under the Master Lease that is not in turn attributable to any act or omission or Subtenant under this Sublease) and (z) any Operating Expenses in the form of management fees described in clause (xi) of Section
\n15.1(b) of the Master Lease to the extent not payable by Subtenant pursuant to Paragraph 8.A(iv) of this Sublease. <\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
B.     Exclusions from Subtenant\u0092s Obligations<\/u>. Notwithstanding any other provision of this Sublease to the contrary,
\nSubtenant shall have no obligation for (i) any amount due or liability incurred by Sublandlord under the Master Lease that relates to any portion of the Sublease Premises prior to the Sublease Rent Commencement Date for such portion of the Sublease
\nPremises, or (ii) any amounts described in clauses (w), (x), (y) and (z) of Paragraph 6.A of this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublease Additional Rent<\/u>. All sums due from Subtenant to Sublandlord or to any third party under the terms of this
\nSublease shall be additional rent (\u0093Sublease Additional Rent\u0094), including, without limitation, the charges for Operating Expenses (described in Paragraph 8 of this Sublease) and all sums incurred by Master Landlord or Sublandlord doe to
\nSubtenant\u0092s failure to perform its obligations under this Sublease, together with interest and late fees thereon. All Sublease Additional Rent of the type described in Paragraph 8 which is payable to Sublandlord shall be paid at the time and
\nplace that Sublease Base Rent is paid. Sublandlord will have the same remedies for a default in the payment of any Sublease Additional Rent as for a default in the payment of Sublease Base Rent. Together, Sublease Base Rent and Sublease Additional
\nRent are sometimes referred to in this Sublease as \u0093Sublease Rent\u0094. There shall be no abatement of, deduction from, counterclaim or setoff against Sublease Rent except as otherwise specifically provided in this Sublease or the Master
\nLease. <\/font><\/p>\n
 <\/font><\/p>\n
D.     Construction Allowance;
\nSublease Base Rent & Abatement<\/u>. Sublandlord agrees to provide to Subtenant, and Subtenant shall be entitled to receive, in connection with Subtenant\u0092s initial build-out of the Sublease Premises (\u0093Tenant\u0092s Work\u0094), an
\nallowance in the aggregate amount of $15,473,048 (the \u0093Construction Allowance\u0094), which Construction Allowance shall be charged and taken as an offset against the Sublease Base Rent owing hereunder. The Construction Allowance shall
\nrepresent Sublandlord\u0092s sole and total contribution to Tenant\u0092s Work. Subtenant may allocate the Construction Allowance among the various portions of the Sublease Premises as it may desire in its sole and absolute discretion.
\nNotwithstanding anything to the contrary contained herein, whether or not Subtenant uses the Construction Allowance to pay for construction costs, Subtenant shall be entitled to an offset of the Sublease Base Rent until such time as Sublease Base
\nRent in an aggregate amount of the Construction Allowance would have otherwise been paid to Sublandlord. The \u0093Net Rental Abatement Period\u0094 shall be the period commencing on the Sublease Rent Commencement Date for the Building 42 Premises
\nand expiring on the rent payment date on which Sublease Base Rent shall have been abated in an amount equal to the Construction Allowance. From time to time during the construction of Tenant\u0092s Work, Subtenant shall deliver to Sublandlord (with
\na copy to Master Landlord) executed mechanic\u0092s lien releases from all of Subtenant\u0092s contractors or other agents which shall comply with the appropriate provisions, as reasonably determined by Sublandlord, of California Civil Code Section
\n3262(d) and such other information regarding the construction of Tenant\u0092s Work as may be reasonably requested by Sublandlord or Master Landlord. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Terms of Payment<\/u>. All Sublease Base Rent, Sublease Additional Rent and other amounts payable by Subtenant under this
\nSublease shall be paid in lawful money of the United States of America, without any deduction, setoff or abatement whatsoever, except an expressly provided in this Sublease. <\/font><\/p>\n
 <\/font><\/p>\n
15 <\/font><\/p>\n
7.    SECURITY DEPOSIT<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. On or prior to the Sublease Commencement Date for the first Sublease Premises
\nPortion for which an Actual Delivery Date shall have occurred (which is currently the Building 42 Premises). Subtenant shall deliver to Sublandlord (with a duplicate original to Master Landlord) a Letter of Credit (defined in Paragraph 7.B below) as
\nsecurity for the full and punctual performance by Subtenant of all of the terms of this Sublease. If Sublandlord (and\/or Master Landlord) shall be entitled to draw the Letter of Credit in whole or in part pursuant to Paragraph 7 B or 7.D below,
\nSublandlord (and\/on Master Landlord, as applicable) shall have the right, at its option, either to deposit the cash proceeds of any such draw upon the Letter of Credit into a cash collateral account (the \u0093Cash Collateral Account\u0094)
\nestablished in Sublandlord\u0092s (and\/or Master Landlord\u0092s) name end maintained by Sublandlord (and\/or Master Landlord) or to apply the proceeds to the obligations of Subtenant due or to become due hereunder. The Cash Collateral Account shall
\nbe under the sole dominion and control of Sublandlord (and\/or Master Landlord) and Sublandlord shall have the sole right to make withdrawals from the Cash Collateral Account and to exercise all rights with respect to the amounts deposited in the
\nCash Collateral Account. <\/font><\/p>\n
 <\/font><\/p>\n
B.     Letter
\nof Credit Requirement<\/u>. The initial letter of credit and any replacement letter of credit issued in accordance with Paragraph 7.A shall satisfy the requirements set forth in this Paragraph 7 (each, a \u0093Letter of Credit\u0094), Each Letter of
\nCredit shall be a clean, irrevocable, non-documentary and unconditional letter of credit issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and
\ndrawing purposes in the City of San Francisco or the City of New York (the \u0093Issuing Bank\u0094), which has outstanding, unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that
\nconstitutes the primary security for an outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as \u0093+\u0094 or \u0093-\u0094 numerical
\nnotation, \u0093A\u0092 or better by Moody\u0092s Investment Service or \u0093A\u0094 or better by Standard & Poor\u0092s Ratings Service or \u0093A\u0094 or better by Fitch\u0092s Rating Service (and is not on credit-watch or similar credit
\nreview with negative implication), and has combined capital, surplus and undivided profits of not less than $1,000,000,000. Each Letter of Credit shall (i) name Sublandlord as beneficiary and Master Landlord as co-beneficiary, (ii) be in the amount
\nof the Required Amount, (iii) have a term of not less than one (1) year, (iv) permit multiple drawings, (v) be fully transferable (including by way of collateral assignment) by Sublandlord (as to Sublandlord\u0092s rights) and Master Landlord (as to
\nMaster Landlord\u0092s rights) without payment by any beneficiary of any fees or charges, (vi) otherwise be in form and content satisfactory to Sublandlord and Master Landlord in their reasonable discretion and, (vii) be drawable by Master Landlord
\nonly as described in Paragraph 7.D, expressly provide that it need not be produced as a condition to a drawing thereunder, be issued in duplicate original to Master Landlord, and require as a condition to such drawing that an officer\u0092s
\ncertificate of the Master Landlord as to the occurrence of the circumstances described in Paragraph 7.D be included with the draw request. If upon the transfer of any Letter of Credit, any fees or charges shall be imposed, then such fees or charges
\nshall be payable solely by Subtenant and the Letter of Credit shall so specify. Regardless of the initial expiration date of any Letter of Credit, each Letter of Credit shall expressly provide that (unless notice of non-renewal is delivered in
\naccordance with the following sentence) it shall be deemed automatically renewed, without amendment, for consecutive periods after such expiration date of one year each during the Sublease Term through the date that is at least one hundred eighty
\n(180) days after the Sublease Expiration Date. If the Issuing Bank desires not to renew a Letter of Credit, it shall deliver a notice (the \u0093Non-Renewal Notice\u0094) to Sublandlord by certified mail, return receipt requested, not less than
\nsixty (60) days prior to the then-current expiration date of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. In such event or if (a) for any other reason the Letter of Credit would expire by its
\nterms in sixty (60) days or less from such date or (b) the Issuing Bank is downgraded so that it no longer satisfies the rating requirements set forth in this Paragraph 7, Sublandlord shall have the right, at its option, either (x) to draw the full
\namount of the Letter of Credit, by sight draft on the Issuing Bank, and thereafter hold the proceeds in the Cash Collateral Account and apply them pursuant to the terms of this Paragraph 7, or (y) to require Subtenant to procure, or Sublandlord to
\nprocure on Subtenant\u0092s behalf at Subtenant\u0092s cost and utilizing if necessary the cash proceeds so drawn, a replacement Letter of Credit that satisfies the requirements of this Paragraph 7; provided that Sublandlord shall provide Subtenant
\nwith notice of any such event at least on (10) business days before exercising such rights and Subtenant may, within ten (10) business days after such notice is provided, deliver a replacement Letter of Credit that satisfies the requirements of this
\nParagraph 7, and provided further that such notice shall not be required in the event Sublandlord determines in good faith that the delay caused by providing such notice presents a risk that <\/font><\/p>\n
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16 <\/font><\/p>\n
\nSublandlord will not be able to exercise its rights to draw upon the Letter of Credit following much delay. Each Letter Credit shall be governed by the
\nInternational Standby Practices-ISP98 or Uniform Standard Practices -500 or any standard set of practices replacing ISP98 or USP-500. <\/font><\/p>\n
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Sublandlord and Subtenant acknowledge and agrees that Subtenant\u0092s lender, Citibank, N.A. (\u0093Citibank\u0094), is currently reviewing this Paragraph 7 but has not
\nyet confirmed that it will issue a Letter of Credit in the form prescribed herein. Sublandlord agrees that it will consider in good faith any modifications to this Paragraph 7 reasonably requested by Subtenant as a result of the requirements or
\nconstraints of Citibank (or of any other lender meeting the requirements set forth above) and the parties will execute and deliver a modification to this Sublease to evidence any such changes, provided that such Letter of Credit complies with the
\nbasic requirements set forth in clauses (i)\u0097(v) and (vii) of this Paragraph 7.B and otherwise provides Sublandlord and Master Landlord with substantially the same rights and remedies as are provided by the terms of this Paragraph 7. <\/font><\/p>\n
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C.     Restoration of Required Amount<\/u>. Within
\nfive (5) business days following any draw under the Letter of Credit or such shorter period as may be required under the Subtenant\u0092s reimbursement agreement with the Issuing Bank, Subtenant shall reimburse the Issuing Bank for each such draw in
\nan amount sufficient to insure that the face value of the Letter of Credit is an amount at least equal to the Required Amount and will cause the Issuing Bank to provide written notice to Sublandlord if such reimbursement is not timely made. In the
\nevent Subtenant fails to timely reimburse Issuing Bank or increase the face amount of the Letter of Credit required, such failure shall constitute an Event of Default hereunder, and, in addition to all other rights and remedies available to
\nSublandlord for Subtenant\u0092s default, Sublandlord shall have the right to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold in the Cash Collateral Account or apply the cash proceeds of
\nthe Letter of Credit pursuant to the terms of this Paragraph 7. <\/font><\/p>\n
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D.     Terms Upon Which Sublandlord is Entitled to Draw Upon Letter of Credit<\/u>. In addition to the draw of the Letter of Credit permitted pursuant to Paragraph 7.B above, if an Event of Default occurs under this
\nSublease, Sublandlord may draw either the default amount or the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and thereupon receive all or a portion of the face amount of the Letter of Credit, and use, apply or retain the
\nwhole or any part of such proceeds, as the case may be, to the extent required for the payment of any Sublease Base Rent, Sublease Additional Rent or other amounts due or to become due hereunder or for any reasonable sum which Sublandlord may expend
\nor may be required to expend by reason of Subtenant\u0092s default in respect of any of the terms of this Sublease, including any damages or deficiency in the re-letting of the Sublease Premises, whether accruing before or after summary proceedings
\nor other re-entry by Sublandlord. In the case of every such use, application or retention, Subtenant shall, within five (5) business days following any such use, application or retention or such shorter period as may be required under the
\nSubtenant\u0092s reimbursement agreement with the Issuing Bank, cause the face value of the Letter of Credit to be restored to the Required Amount, and Subtenant shall cause the Issuing Bank to acknowledge to Sublandlord that such restoration of the
\nRequired Amount occurred in a timely manner. In the event the Sublandlord draws upon the Letter Credit as provided in this Paragraph 7 and retains excess proceeds of such draw in the Cash Collateral Account, Subtenant shall only be required to cause
\nthe face value of the Letter of Credit to be restored to an amount equal to the Required Amount less the amount of excess proceeds which Sublandlord has deposited in the Cash Collateral Account. In the event Sublandlord withdraws funds in the Cash
\nCollateral Account for amounts secured by the Letter of Credit as set forth in this Paragraph 7, Subtenant shall within five (5) business days following Sublandlord\u0092s notice to Subtenant of such withdrawal, cause the face value of the Letter of
\nCredit to be increased by the amount of funds withdrawn from the Cash Collateral Account. The Letter of Credit shall be terminated within one hundred eighty (180) days after the termination of this Sublease and delivery of exclusive possession of
\nthe Sublease Premises to Sublandlord or Master Landlord, as the case may be. Master Landlord shall be entitled to draw on the Letter of Credit or withdraw sums from the Cash Collateral Account in lieu of Sublandlord (or otherwise exercise remedies
\nwith respect to the Cash Collateral Account) only at such time that Master Landlord is required by the terms of the WH-Google NDA to recognize Subtenant upon a Lease Termination (as defined in the WH-Google NDA) (including as a result of a rejection
\nby Sublandlord of the Master Lease pursuant to Section 365 of the Bankruptcy Code); at such time, Master Landlord shall have (to the exclusion of Sublandlord) all of the rights of Sublandlord hereunder in respect of the Letter of Credit and Cash
\nCollateral Account. <\/font><\/p>\n
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17 <\/font><\/p>\n
E.     Transfer of Letter of Credit<\/u>. In the event of a release by the Master
\nLandlord of all liability of Sublandlord under the Master Lease and the Master Landlords agreement to assume Sublandlord\u0092s obligation to return the Letter of Credit or Cash Collateral, Sublandlord shall have the right to transfer the Letter of
\nCredit or Cash Collateral to the Master Landlord and on such transfer, Sublandlord shall ipso facto be released by Subtenant from all liability for the return of the Letter of Credit or Cash Collateral; and Subtenant agrees to look solely to the
\nMaster Landlord for the return of said Letter of Credit or Cash Collateral. Subtenant shall promptly execute such documents reasonably requested by Sublandlord as may be necessary to accomplish any such transfer or assignment of the Letter of Credit
\nor Cash Collateral. Subtenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit or Cash Collateral and neither Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance or attempted
\nassignment or encumbrance. <\/font><\/p>\n
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F.    <\/p>\n
Substitution of Letter of Credit<\/u>. From time to time, Subtenant may substitute the letter of credit then in effect with a substitute letter of credit meeting the requirements of this Paragraph 7 and otherwise in substantially the form of the
\nletter of credit then in effect. A duplicate original of such substitute letter of credit shall be delivered to Master Landlord. <\/font><\/p>\n
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G.     Beneficiary<\/u>. Master Landlord is hereby acknowledged to be a third-party beneficiary of the agreements contained in this
\nParagraph 7. <\/font><\/p>\n
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H.     Subtenant\u0092s
\nObligation to Sublandlord in respect of the Letter of Credit<\/u>. Subtenant agrees and acknowledges that if its Letter of Credit (as contemplated in this Paragraph 7) expires at any time without the proceeds being drawn gown and deposited in the
\nCash Collateral Account, Subtenant shall be obligated to deliver a new Letter of Credit to Sublandlord complying with the terms of Paragraph 7 of thus Sublease. <\/font><\/p>\n
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8.     OPERATING EXPENSES<\/u>. <\/font><\/p>\n
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A.     Definitions<\/u>. For purposes of this Paragraph 8, the following terms shall have the meanings described below: <\/font><\/p>\n
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\u0093Operating Expenses\u0094 means the total costs and
\nexpenses paid or incurred by Sublandlord in connection with the ownership, management, operation, maintenance, repair and replacement of the Sublease Premises and the Common Area, including, without limitation, all Operating Expenses (as defined in
\nSection 5.1 of the Master Lease), provided<\/u>, that: <\/font><\/p>\n
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(i)     Monthly Rent (as defined in the Ground Lease) (including escalations) due during the Sublease Term to the City of Mountain View from Sublandlord, as subtenant under the Ground Lease, as the same may be amended
\nfrom time to time, shall not be \u0093Operating Expenses\u0094 for the purpose of this Paragraph 8 (and Sublandlord expressly covenants to timely pay such Monthly Rent in accordance with the terms of the Master Lease), provided that amounts (other
\nthan Monthly Rent) payable under the Ground Lease, including regularly occurring expenses (such as real estate taxes), shall be included in Operating Expenses (provided indemnity or similar amounts payable by Sublandlord under the Ground Lease as a
\nconsequence of an act or omission of Sublandlord that is not in turn attributable to any act or omission of Subtenant under this Sublease shall not be included in Operating Expenses); <\/font><\/p>\n
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(ii)     clause (ix) of Section 5.1(b) of the Master Lease shall be deemed to include insurance
\nmaintained by Master Landlord and Sublandlord; <\/font><\/p>\n
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(iii)     clauses (x), (xii), (xiv), (xviii) and (xix) of Section 5.1(b) of the Master Lease shall be deemed to include, prior to the Total Occupancy Date, the reasonable costs and expenses of Sublandlord as well as
\nMaster Landlord: and <\/font><\/p>\n
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(iv)    the
\nreference to \u0093Base Rent\u0094 in clause (xi) of Section 5.1(b) of the Master Lease shall be deemed to refer to \u0093Sublease Base Rent\u0094 for the purpose of calculating Operating Expenses payable by Subtenant. <\/font><\/p>\n
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18 <\/font><\/p>\n
\nAttached as Exhibit E <\/b>is a schedule of the Operating Expenses contemplated by clause (iii) above for illustration purposes only. <\/font><\/p>\n
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In addition to the exclusions set forth above, Operating Expenses shall not include any cost
\nor charge excluded from \u0093Operating Expenses\u0094 pursuant to the Master Lease or any costs to (i) cure any breach by Sublandlord of the Master Lease or this Sublease or (ii) bring the Premises into the condition required pursuant to Paragraph
\n19 below. <\/font><\/p>\n
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B.     Procedure<\/u>.
\nCommencing on the applicable Sublease Rent Commencement Date for each Sublease Premises Portion, Subtenant shall pay to Sublandlord as Sublease Additional Rent one twelfth (1\/12) of Subtenant\u0092s Share of Operating Expenses paid or incurred by
\nMaster Landlord or Sublandlord for each calendar year or portion thereof during the Sublease Term, in advance, on or before the first day of each month in an amount estimated by Sublandlord (or Master Landlord) as stated in a written notice to
\nSubtenant. Prior to the first Sublease Rent Commencement Date for the Sublease Premises, Sublandlord shall deliver to Subtenant a copy of statements it has received from Master Landlord or its agent, supplemented, as necessary, with
\nSublandlord\u0092s estimate of the amounts described in Paragraph 8(A)(iii) above that will become payable hereunder during the remainder of the calendar year 2003 with respect to the Building 42 Premises, the Building 41 Premises, and the Building
\n43 West Premises; similarly, Prior to December 31, 2003, Sublandlord will deliver to Subtenant a copy of statements it has received from Master Landlord or its agent, supplemented, as necessary, with Sublandlord\u0092s estimate of the amounts
\ndescribed in Paragraph 8(A)(iii) above payable hereunder with respect to each Sublease Premises Portion. Each such estimate shall be in the form and contain the detail required by the Master Lease and with respect to the amounts described in
\nParagraph (A)(iii) above, set forth in reasonable detail the line item components (and major sub-components) of such Operating Expenses. In addition, prior to the Substantial Occupancy Date, Subtenant shall pay Sublandlord for any Operating Expenses
\nin the nature of utility expense, including, without limitation, HVAC, electricity, water and sewer charges, on a pro rata basis determined by the total rentable square footage in the possession of Subtenant for which a Sublease Rent Commencement
\nDate has occurred. Sublandlord may by written notice to Subtenant revise such estimates from time to time, setting forth in each such notice, in reasonable detail, the bass for any such revision, and Subtenant shall thereafter make payments on the
\nbasis of such revised estimates. With reasonable promptness after the expiration of each calendar year, Sublandlord will furnish Subtenant with a copy of the Master Landlord\u0092s statement of Operating Expenses as supplemented by a statement
\n(\u0093Sublandlord\u0092s Expense Statement\u0092\u0094) setting forth in reasonable detail the actual Operating Expenses for such year and Subtenant\u0092s Share. If Subtenant\u0092s Share of the actual Operating Expenses for such year exceeds the
\nestimated Operating Expenses paid by Subtenant for such year, Subtenant shall pay to Sublandlord (whether or not this Sublease has terminated) the difference between the amount of estimated Operating Expenses paid by Subtenant and Subtenant\u0092s
\nShare of the actual Operating Expenses within fifteen (15) days after the receipt of Sublandlord\u0092s Expense Statement. If the total amount paid by Subtenant for any year exceeds Subtenant\u0092s Share of the actual Operating Expenses for that
\nyear, the excess shall be credited against the next installments of Sublease Base Rent due from Subtenant to Sublandlord, or, ig after the Termination Date, the excess shall first be credited against any unpaid Sublease Base Rent or Sublease
\nAdditional Rent due and remaining any excess shall be refunded to Subtenant concurrently with the furnishing of Sublandlord\u0092s Expense Statement. From and after the Substantial Occupancy Date until the Sublease Rent Commencement Date immediately
\nfollowing the Total Occupancy Date Sublandlord shall pay to Subtenant (x) its proportionate share, based on the total rentable square footage for which the Sublease Rent Commencement Date has yet to occur, of costs relating to Subtenants repair and
\nmaintenance of the Common Areas and (y) any operating expenses incurred by Subtenant but attributable to rentable square footage with respect to which the Sublease Rent Commencement Date has not yet occurred. <\/font><\/p>\n
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C.     Proration for Partial Years<\/u>. If the
\nSublease Rent Commencement Date for any Sublease Premises Portion or the termination date of this Sublease occurs on a date other than the first or last day, respectively, of a calendar year, Subtenant\u0092s Share of Operating Expenses for the year
\nin which any such Sublease Rent Commencement Date or the termination date of this Sublease occurs shall be prorated based on a 365-day year. <\/font><\/p>\n
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9.     EXCESS RENT<\/u>. In the event Master Landlord and Sublandlord approve (or are deemed to have approved, either because no approval is
\nrequired or because Master Landlord or Sublandlord failed to timely respond to a request for approval) a proposed sublease or assignment of the Sublease Premises by <\/font><\/p>\n
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19 <\/font><\/p>\n
Subtenant, or if a sublease or assignment is permitted by operation of law, and Subtenant enters into a sublease or
\nassignment with the proposed transferee, fifty percent (50%) of the Excess Rent received by Subtenant shall be paid to Sublandlord as and when received by Subtenant; provided that \u0093Excess Rent\u0094 shall not be deemed to exist as a result of
\nany of the transactions described in Section 15.7 of the Master Lease unless such transaction was entered into for the purpose of avoiding the obligation of this Paragraph 9. <\/font><\/p>\n
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10.    SUBTENANT\u0092S INSURANCE OBLIGATIONS<\/u>. Subtenant shall, at its sole cost and expense, obtain and maintain
\ninsurance policies as required under the Master Lease with respect to any Sublease Premises Portion upon the Actual Delivery Date for such Sublease Premises Portion. Subtenant shall deliver to Sublandlord a certificate evidencing such coverages, and
\nnaming Sublandlord and Master Landlord as additional insureds, as their respective interest may appear, Sublandlord shall, at its sole cost and expense, obtain and maintain insurance policies required to be maintained by Sublandlord under the Master
\nLease with respect to any Sublease Premises Portion for which an Actual Delivery Date has not occurred; and Sublandlord shall deliver to Subtenant a certificate of insurance naming Master Landlord and Subtenant as additional insureds, as their
\ninterests may appear. The insurance policies of Sublandlord and Subtenant described herein shall provide for no cancellation or material adverse alteration without 30 days\u0092 prior written notice to Sublandlord and Subtenant (as applicable) and
\nthe parties\u0092 respective property insurance policies shall provide for the waivers of subrogation referred to in Paragraph 11. <\/font><\/p>\n
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11.    WAIVER OF SUBROGATION<\/u>. Notwithstanding any other provision of this Sublease to the contrary, Subtenant and Sublandlord waive all rights
\nto recover against each other for any loss or damage to their respective tangible personal or real property (whether owned or leased) from any cause covered by insurance maintained by each of them, including their respective deductibles or
\nself-insured retentions. Subtenant and Sublandlord will cause their respective insurers to issue appropriate waivers of subrogation rights endorsements to all property insurance policies maintained by each parry. Each of Sublandlord and Subtenant
\nwill evidence such waiver of subrogation as described in Paragraph 10. <\/font><\/p>\n
 <\/font><\/p>\n
12.    SUBTENANT\u0092S DEFAULT<\/u>. The events that constitute Events of Default by Subtenant are set forth in the incorporated Section 16.1 of the Master Lease, as incorporated herein by reference and modified as
\nprovided in Paragraph 3 above. <\/font><\/p>\n
 <\/font><\/p>\n
13.    SUBLANDLORD\u0092S REMEDIES<\/u>. The remedies available to Sublandlord in the case of an Event of Default by Subtenant are set forth in the incorporated Section 16.2 of the Master Lease, as incorporated herein
\nby reference and modified as provided in Paragraph 3 above. Pursuit of any of the remedies stated herein by Sublandlord after an Event of Default by Subtenant shall not preclude pursuit of any other remedies provided in this Sublease or applicable
\nlaw or equity, nor shall pursuit of any remedy constitute a forfeiture or waiver of any payment due to Sublandlord. No waiver by Sublandlord of any violation or breach of any provision of this Sublease shall be deemed or construed to constitute a
\nwaiver of any other violation or breach any provision herein contained. Forbearance by Sublandlord to enforce one or more of the remedies herein provided after an event of default by Subtenant shall not be deemed or construed to constitute a waiver
\nof any other violation or default. <\/font><\/p>\n
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14.    SUBLANDLORD\u0092S DEFAULT<\/u>. \u0093Events of Default by Sublandlord\u0094 under this Sublease shall be (i) if Sublandlord shall fail in any material respect to comply with any material provision of this
\nSublease, and Sublandlord shall not cure such failure within fifteen (15) days after written notice thereof to Sublandlord; provided<\/u>, however<\/u>, that if the default cannot reasonably be cured within such fifteen (15) day period,
\nSublandlord shall not be in default of this Sublease if Sublandlord commences to cure the default within the fifteen (15) day period and thereafter diligently, continuously and in good faith continues to cure the default: or (ii) if Sublandlord
\nshall fail in any material respect to comply with any material provision of the Master Lease in its capacity as tenant thereunder (provided such obligation is not passed through to Subtenant by the terms and conditions of this Sublease and such
\nfailure is not due to Subtenant\u0092s failure to fulfill such obligation), and Sublandlord shall not commence and cure such failure as required by the terms of the Master Lease; or (iii) an Event of Default on the part of Sublandlord shall occur
\nunder the Master Lease arising from an obligation that is not passed through to Subtenant by the terms and conditions of this Sublease; or (iv) if any representation or warranty on the part of Sublandlord hereunder shall be determined to have been
\nfalse in a material and adverse respect when made. <\/font><\/p>\n
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20 <\/font><\/p>\n
15.    REMEDIES OF SUBTENANT<\/u>. Upon the occurrence of any Event of Default by Sublandlord,
\nSubtenant shall have the option to pursue any one or more of the following remedies as well as any other remedy available to Subtenant at law or in equity for such Event of Default by Sublandlord, to wit: (a) subject to the terms and provisions of
\nthe Master Lease, Subtenant may perform the obligation in default; or (b) Subtenant may bring suit against Sublandlord for actual (but not consequential, special or indirect) damages (including reasonable attorneys\u0092 fees) which Subtenant may
\nincur as a result of the Event of Default by Sublandlord. Pursuit of any of the remedies stated above by Subtenant after an Event of Default by Sublandlord shall not preclude pursuit of any other remedies provided in this Sublease on applicable law
\nor equity, nor shall pursuit of any remedy constitute a forfeiture or waiver of any payment due by Sublandlord to Subtenant or by Subtenant to Sublandlord. No waiver by Subtenant of any violation or breach of any provision of this Sublease shall be
\ndeemed or construed to constitute a waiver of any other violation or breach any provision herein contained. Forbearance by Subtenant to enforce one or more of the remedies herein provided upon an Event of Default by Sublandlord shall not be deemed
\nor construed to constitute a waiver of any other violation or default. <\/font><\/p>\n
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16.    NO CONSEQUENTIAL OR PUNITIVE DAMAGES<\/u>. Notwithstanding anything herein to the contrary, each of Sublandlord and Subtenant hereby waives the right to collect against the other party any consequential, special
\nor indirect or punitive damages in respect of any breach or default under this Sublease. <\/font><\/p>\n
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17.    INDEMNIFICATION<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Subtenant\u0092s Indemnification<\/u>. Subtenant shall indemnify, defend and hold each Sublandlord Indemnitee (hereinafter defined) and Master Landlord Indemnitee (hereinafter defined)
\nharmless from and against any and all losses, damages, liabilities, responsibilities, claims or costs (including reasonably attorneys\u0092 fees and expenses) but expressly excluding any consequential and punitive damages (collectively,<\/p>\n
\u0093Claims\u0094) arising from (i) any activity, work or thing done, permitted or suffered by Subtenant or Subtenant\u0092s Representatives in or about the Sublease Premises, any Building or the Property (other than to the extent such Claims arise
\nfrom the acts or negligent omissions of such Sublandlord Indemnitee or such Master Landlord Indemnitee (as applicable) from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term;
\n(ii) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease; (iii) any act, neglect, fault or omission by Subtenant or Subtenant\u0092s Representatives in or about the Sublease
\nPremises, any Building or the Property from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; or (iv) any breach or default under the Master Lease or the Ground Lease caused by
\nany act or omission of Subtenant or Subtenant\u0092s Representatives (other than to the extent such Claims arise from the acts or negligent omissions of such Sublandlord Indemnitee or such Master Landlord Indemnitee (as applicable). This Paragraph
\n17.A is subject to incorporated Section 14.5 of the Master Lease and Paragraph 11 of this Sublease. This indemnification shall survive the expiration or earlier termination of this Sublease. \u0093Master Landlord Idemnitees\u0094 shall mean Master
\nLandlord and its owners, and their respective directors, officers and employees. \u0093Sublandlord Indemnitees\u0094 shall mean Sublandlord and its directors, officers and employees. \u0093Sublandlord Representatives\u0094 shall mean Sublandlord,
\nits sublessees (excluding Subtenant and anyone holding by through or under Subtenant), licensees, contractors and their respective directors, officers, employees, agents and representatives. Master Landlord is hereby acknowledged to be a third-party
\nbeneficiary of the agreements contained in this Paragraph 17.A. <\/font><\/p>\n
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B.     Sublandlord\u0092s Indemnification<\/u>. Sublandlord shall indemnify, defend and hold Subtenant Indemnitees (hereinafter defined) harmless from and against any and all Claims arising from (i) any activity, work
\nor thing done, permitted or suffered by Sublandlord or Sublandlord\u0092s Representatives in or about the Sublease Premises, any Building or the Property (other than to the extent such Claims arise from the acts or omissions of such Subtenant
\nIndemnitee. Subtenant, or any of the Subtenant Representatives) from and after the applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; (ii) any breach or default in the performance of any
\nobligation to be performed by Sublandlord under the terms of this Sublease; (iii) any act, neglect, fault or omission by Sublandlord or Sublandlord\u0092s Representatives in or about the Sublease Premises, any Building or the Property from and after
\nthe applicable Actual Delivery Date for each Sublease Premises Portion and thereafter during the Sublease Term; (iv) any breach or default under the Master Lease or the Ground Lease (to the extent not the responsibility of Subtenant to perform under
\nthe terms of this Sublease) caused by any act or omission of Sublandlord or Sublandlord\u0092s Representatives <\/font><\/p>\n
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21 <\/font><\/p>\n
\n(other than to the extent such Claims arise from (A) the acts or omissions of such Subtenant Indemnitee, Subtenant, or any of the Subtenant Representatives
\nor (B) a breach or default resulting from Subtenant\u0092s breach or default under this Sublease) during the Sublease Term; or (v) Environmental Activity in or about the Property by Sublandlord or Sublandlord\u0092s Agents, the failure of
\nSublandlord or Sublandlord\u0092s Agents to comply with any Environmental Law with respect to Sublandlord\u0092s Environmental Activity in or about the Property or Sublandlord\u0092s failure to remove Sublandlord\u0092s Hazardous Materials from the
\nProperty as required under the Master Lease. In case any action or proceeding shall be brought against any Subtenant Indemnitees by reason of any such claim, Sublandlord, upon receipt of notice of any such claim, shall defend the same at
\nSublandlord\u0092s expense. This Subparagraph is subject to incorporated Section 14.5 of the Master Lease and Paragraph 11 of this Sublease. This indemnification shall survive the expiration or earlier termination of this Sublease. \u0093Subtenant
\nIndemnitees\u0094 shall mean Subtenant and its directors, officers and employees. \u0093Subtenant Representatives\u0094 shall mean Subtenant, its sublessees (including anyone holding by through or under Subtenant), licensees, contractors and their
\nrespective directors, officers, employees, agents and representatives. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Exculpation<\/u>. Except to the extent otherwise provided in Paragraph 17.B or elsewhere in this Sublease, Subtenant agrees that none of Sublandlord, any Sublandlord Indemnitees, Master Landlord or any Master
\nLandlord Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Subtenant
\nor by any person(s) whomsoever who may at any time be using, occupying or visiting the Sublease Premises or any other portion of the Property, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the
\nProperty (excluding Sublandlord and Sublandlord Representatives). Except as expressly provided herein, Subtenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Sublease Rent required
\nherein for matters for which Sublandlord or Master Landlord may be liable hereunder. None of Sublandlord, any Sublandlord Indemnitees, Master Landlord or any Master Landlord Indemnitees shall be liable for any interference with light, or air, for
\nany latent defect in the Sublease Premises or any Building or for any loss or damage to Subtenants Property that may arise on account of or in any way be connected with the repair, maintenance, performance or condition of the Building Systems and
\nStructural Components, except to the extent of damage resulting from (i) the negligence or willful misconduct of Sublandlord, Sublandlord\u0092s Representatives or Master Landlord during the Sublease Term or (ii) the breach by Sublandlord or
\nSublandlord\u0092s Representatives of any material representation or warranty contained herein when made regarding the condition of the Building Systems and Structural Components or (iii) the failure, prior to the applicable Sublease Commencement
\nDate for any Sublease Premises Portion, beyond any applicable notice and cure period, by Sublandlord or Sublandlord\u0092s Representatives to maintain the Building Systems and Structural Components in such Sublease Premises Portion in accordance
\nwith and as required by Section 8.2 of the Master Lease. <\/font><\/p>\n
 <\/font><\/p>\n
18.    BUILDING COMPLIANCE<\/u>. Except as otherwise specified herein with regard to repairs and alterations, from and after delivery of any Sublease Premises Portion to Subtenant, Subtenant will be solely responsible
\nfor the compliance of such Sublease Premises Portion with Legal Requirements. <\/font><\/p>\n
 <\/font><\/p>\n
19.    PREPARATION FOR OCCUPANCY<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     Generally<\/u>. Subtenant shall accept each Sublease Premises Portion in their \u0093as is\u0094 condition as of the Sublease Commencement Date for such Sublease Premises Portion, provided that Sublandlord shall
\ndeliver each such Sublease Premises Portion with all Building Systems and Structural Components are in Good Working Order and Repair. As used herein, \u0093Good Working Order and Repair\u0094 shall mean that the Building Systems and Structural
\nComponents have been maintained in accordance with the requirements of the Master Lease. Sublandlord shall deliver each Sublease Premises Portion free and clear of any liens which Sublandlord is required under the Master Lease to remove. In
\naddition, except for work specifically contemplated herein, Sublandlord shall not perform any construction (other than as required under the Master Lease or in the nature of and repair and maintenance) in the Sublease Premises without the prior
\nwritten consent of Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
B.    <\/p>\n
Preliminary Inspection<\/u>. Prior to the date of mutual execution and delivery of this Sublease, Subtenant has had the Building Systems and Structural Components inspected by a consultant acceptable to Sublandlord in order to discover any
\nnecessary maintenance, or other necessary corrective work required in <\/font><\/p>\n
 <\/font><\/p>\n
22 <\/font><\/p>\n
\norder to bring the Building Systems and Structural Components into Good Working Order and Repair. A schedule of work items determined, as a result of such
\ninspection, to be necessary in order to put the Building Systems and Structural Components into Good Working Order and Repair is attached hereto as Schedule 19.B <\/b>to this Sublease. Sublandlord, at Sublandlord\u0092s sole cost and expense (not
\nto be charged to Subtenant as an Operating Expense), as soon as reasonably possible but in any event prior to the applicable Actual Delivery Date for each Sublease Premises Portion, will cause such items of maintenance, repair and replacement, if
\nany, to be performed with respect to the Building Systems and Structural Components serving such Sublease Premises Portion, to Subtenant\u0092s reasonable satisfaction and will deliver to Subtenant all records end close-out reports associated with
\nthe performance of such work. The parties hereby agree that acceptance of delivery of the affected Sublease Premises Portion shall be deemed acceptance by Subtenant of such repair item, except to the extent the parties agree to add such repair item
\nto the Punch List in which case the provisions of Paragraph 19.E shall apply. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublandlord\u0092s Cooperation with Subtenant\u0092s Due Diligence<\/u>. During the period commencing on the date of this Sublease through and including the Sublease Rent Commencement Date
\nfor the first Sublease Premises Portion for which an Actual Delivery Date shall have occurred (the \u0093Diligence Period\u0092), the following provisions shall be applicable: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     to the extent in Sublandlord\u0092s possession and subject to the receipt of any consent or
\ndirection required of Master Landlord (to the extent any diligence materials are the property of the Master Landlord), Sublandlord shall make available to Subtenant (or Subtenant\u0092s consultants, architects or engineers) for Subtenant\u0092s
\nreview and inspection, (A) all architectural and engineering plans and drawings, including any current \u0093as built\u0094 plans, regarding the initial construction of the Buildings and other improvements located on the Property, (B) with respect
\nto the Building Systems and Structural Components, any and all of the following: all manufacturer\u0092s operating manuals and warranties, and any maintenance and repair records, (C) any records of repairs or maintenance performed with respect to
\nthe Building Systems and Structural Components and (D) all environmental studies reports, provided<\/u>, in each case, Subtenant shall pay promptly on demand for all duplication expenses connected therewith; and <\/font><\/p>\n
 <\/font><\/p>\n
(ii)     Sublandlord shall make available to Subtenant
\n(and to Subtenant\u0092s consultants, architects and engineers), at reasonable times, upon reasonable notice and for a reasonable period of time, Sublandlord\u0092s employees, agents, contractors, architects or engineers engaged in the operation,
\nmaintenance, and repair of the Property. The parties agree that Subtenant requires reasonable access to certain information and resources in Sublandlord\u0092s possession regarding the use, operation, maintenance, and repair and condition of the
\nProperty, as described above, in contemplation of assuming such responsibilities as of the Substantial Occupancy Date. At all times from and after the Substantial Occupancy Date, (x) Subtenant shall maintain the same records in a manner consistent
\nwith the above requirements and (y) Sublandlord shall have no further obligation to maintain records in the manner prescribed above, provided that Sublandlord shall reasonably cooperate with Subtenant in providing the information necessary for
\nSubtenant to comply with its obligations set forth in clause (x). <\/font><\/p>\n
 <\/font><\/p>\n
D.     Sublandlord\u0092s Continuing Maintenance of Property<\/u>. From and after the date of this Sublease until, with respect to each Sublease Premises Portion, the Sublease Rent Commencement Date for such Sublease
\nPremises Portion, Sublandlord will continue to maintain and repair such Sublease Premises Portion in accordance with the terms and conditions of the Master Lease and otherwise in a manner consistent with Sublandlord\u0092s prior maintenance and
\noperation. In addition, from and after the date of this Sublease until the Substantial Occupancy Date, Sublandlord will continue to maintain and repair the Common Areas. <\/font><\/p>\n
 <\/font><\/p>\n
E.     Punchlist<\/u>. The parties acknowledge that the performance of the inspection described in
\nParagraph 19.B above may not uncover all items of repair, replacement or maintenance which may be necessary in order to place the Building Systems and Structural Components in Good Working Order and Repair, and that the need for certain items of
\nrequired repair, replacement or maintenance may not be evident until Subtenant has occupied a particular Sublease Premises Portion. Accordingly, within sixty (60) days following the Actual Delivery Date for each Sublease Premises Portion, Subtenant
\nwill have the right to submit to Sublandlord (with a copy to Master Landlord) a detailed schedule of punch list items discovered by Subtenant in such Sublease Premises Portion which reasonably constitute the failure of any Building System or
\nStructural Component in or serving such Sublease Premises Portion to be in Good Working Order and Repair <\/font><\/p>\n
 <\/font><\/p>\n
23 <\/font><\/p>\n
\n(a \u0093Punch List\u0094, and each item listed on the Punch List being a \u0093Punch List Item\u0094); provided<\/u>, that the Punch List shall not
\ncontain (x) any item of repair or maintenance arising from ordinary wear and tear (as compared to repairs necessitated by a failure to maintain as required by the Master Lease) or (y) any item made necessary by Subtenant\u0092s use of, construction
\nactivities in, damage to or move into the applicable Sublease Premises Portion. Upon delivery of the Punch List, Sublandlord will, with reasonable diligence and at Sublandlord\u0092s sole cost and expense (not to be included as an Operating
\nExpense), complete all Punch List Items. In the event of a dispute between the parties as to (x) whether a particular Building System or Structural Component is not in Good Condition and Repair and should therefore be included on the Punch List or
\n(y) whether any Punch List Item has been resolved so as to cause such item to be in Good Working Order and Repair, the parties hereby agree to negotiate in good faith in a diligent effort to reach agreement with respect to the matter in question.
\nHowever, if within five (5) business days after notice from one party to the other of any disagreement regarding any matter described in clauses (x) and (y), the parties have not reached agreement, either party may, by written notice to the other,
\ncause the matter to be submitted for resolution to an engineering consultant reasonably acceptable to both parties (and failing such agreement as to a mutually acceptable consultant, the property manager for the Master Landlord) (the<\/p>\n
\u0093Arbiter\u0094), in such event, the Arbiter shall submit its decision to the parties in writing within ten (10) business days of submission. The Arbiter\u0092s determination shall be final and binding upon the parties. Any fee of the Arbiter
\nshall be shared equally by the parties. <\/font><\/p>\n
 <\/font><\/p>\n
F.     Limitation on Sublandlord\u0092s Obligations<\/u>. Except as expressly set forth herein, any obligation to remove any Alteration or any other fixtures, equipment, furnishings or improvements at the expiration of
\nthe term of the Master Lease shall be the obligation of Subtenant, provided that at the expiration of the term of the Master Lease, Sublandlord shall remove the Alterations described in Schedule 4.C to this Sublease and restore the Sublease Premises
\nas required under the terms of the Master Lease, unless such removal and restoration shall have previously occurred in connection with improvements and alterations to the Sublease Premises by Subtenant. Sublandlord and Subtenant hereby agree that
\n(x) Sublandlord shall have the right to require restoration of Alterations only if Master Landlord had such right under the Master Lease, provided<\/u> that if Master Landlord waives such right to require Sublandlord or Subtenant to restore such
\nAlteration, Sublandlord will not have the right to require such restoration and (y) Sublandlord shall not require security for any Alteration restoration obligation to the extent Subtenant is providing such security directly to Master Landlord (i.e.
\nSubtenant\u0092s providing such security to Master Landlord shall suffice). Except as expressly set forth herein, Sublandlord shall not have any obligation to furnish or perform any construction, work, labor or services in connection with
\nSubtenant\u0092s occupancy of the Sublease Premises, provided<\/u>, however<\/u>, Sublandlord shall have the obligation to repair any damage caused by its removal of property or equipment. In the event of a conflict in the terms of this
\nParagraph 19 and incorporated Section 9 of the Master Lease, this Paragraph 19 shall control as between Sublandlord and Subtenant. <\/font><\/p>\n
 <\/font><\/p>\n
G.     Transition<\/u>. Within 15 days of the Actual Delivery Date of the Sublease Premises Portion triggering the Substantial
\nOccupancy Date, Subtenant shall provide to Sublandlord a list of all third-party contracts or agreements relating to the maintenance and operation of the Sublease Premises, including any warranties associated with the Building Systems and Structural
\nComponents or Property (to the extent in Sublandlord\u0092s possession), that Subtenant desires Sublandlord assign to Subtenant and Subtenant has agreed to assume. Sublandlord shall make reasonably diligent efforts to make available to Subtenant all
\ndocuments and information necessary to prepare this list of contracts. From and after the Sublease Rent Commencement Date immediately following the Substantial Occupancy Date, Subtenant shall be responsible for the administration of the payment of
\nall Operating Expenses, subject to reimbursement by Sublandlord as provided in Paragraph 8.B, and will be responsible for selecting and contracting with third-party providers relating to the maintenance and operation of the Sublease Premises and
\nCommon Areas. In addition, Sublandlord shall terminate as promptly as practicable all contracts or agreements relating to the maintenance and operation of the Sublease Premises which Subtenant has not requested to be assigned and assumed.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
H.     Signage<\/u>. Subtenant shall be
\nobligated to remove at the expiration or earlier termination of the Sublease, all signage (other than signage required by Applicable Laws) installed during the Sublease Term by Subtenant unless (x) the Property is conveyed to Subtenant upon exercise
\nof the purchase option(s) described in the Three-Party Agreement or (y) the Master Lease terminates and the Master Landlord does not require removal. Prior to the Actual Delivery Dates having occurred for 100% of the Sublease Premises, Sublandlord
\nmay continue to maintain its signage at the Property, provided Sublandlord shall remove from each Building its <\/font><\/p>\n
 <\/font><\/p>\n
24 <\/font><\/p>\n
\n
signage identifying Sublandlord as of the Actual Delivery Date of an entire Building or a Sublease Premises Portion such that an Actual Delivery Date shall
\nhave occurred for 100% of any Building. <\/font><\/p>\n
 <\/font><\/p>\n
20.    PERSONAL
\nPROPERTY<\/u>. Attached hereto as Schedule 20<\/b> is a complete list of all personal property currently in place in the Sublease Premises which shall remain in the Sublease Premises following the delivery of the Sublease Premises to Subtenant. All
\nsuch personal property shall be delivered in an \u0093as is\u0094 condition. From and after the date of this Sublease until, with respect to the personal property remaining in each Sublease Premises Portion, the Actual Delivery Date for such
\nSublease Premises Portion containing such personal property, Sublandlord will continue to maintain and repair in Good Working Order, allowing, however, for reasonable wear and tear, such personal property. Prior to the Actual Delivery Date for each
\nSublease Premises Portion, Subtenant shall have the right to confirm the existence of all personal property associated with the relevant Sublease Premises Portion and intended to be transferred with delivery of the Sublease Premises Portion, as
\nlisted on Schedule 20 <\/b>hereto. Concurrent with the delivery of each Sublease Premises Portion, Sublandlord shall execute and deliver to Subtenant a bill of sale, in a form reasonably acceptable to Subtenant, transferring the personal property
\nremaining in each Sublease Premises Portion free of any Liens. In the event this Sublease is terminated prior to the termination of the Master Lease and Sublandlord re-occupies the Sublease Premises, all personal property transferred to Subtenant
\npursuant to this Paragraph shall revert to Sublandlord. With respect to the removal of any personal property which is not intended to remain in each Sublease Premises Portion, Sublandlord shall use reasonably diligent efforts to minimize damage to
\nthe technology infrastructure consisting of the fiber and copper connections from the Building 43 West Premises to the other Sublease Premises Portions so as to enable Subtenant wherever reasonably feasible, to use such existing technology
\ninfrastructure with a minimum of repair work necessary. <\/font><\/p>\n
 <\/font><\/p>\n
21.    CASUALTY AND CONDEMNATION<\/u>. Section 19 (Destruction) and Section 20 (Eminent Domain) of the Master Lease incorporated herein are further modified to provide that if by operation of either of those two
\nsections the Master Lease is not terminated and continues in full force and effect, this Sublease shall not be terminated but shall also continue in full force and effect, except that until the Sublease Premises are restored in accordance with the
\napplicable section of the Master Lease there shall be a proportionate abatement (effective as of the date of such casualty or condemnation) of the Sublease Base Rent and Sublease Additional Rent payable hereunder to the extent that all or any
\nportion of the Sublease Premises are rendered Untenantable by reason of a Casualty; provided<\/u>, however<\/u>, that such abatement shall in no event exceed the abatement granted to Sublandlord under the Master Lease for the Sublease Premises
\nand, provided<\/u>, further<\/u>, that no compensation or claim or reduction will be allowed or paid by Sublandlord by reason of inconvenience, annoyance or injury to Subtenant\u0092s business arising from the necessity of effecting repairs to
\nthe Sublease Premises or any portion of any Building, whether such repairs are required by operation of the applicable section of the Master Lease or any other provision of the Master Lease. In the event that any such casualty or condemnation occurs
\nduring the Net Rental Abatement period or the Offset Abatement Period (defined in Paragraph 30 below), the Net Rental Abatement Period and\/or the Offset Abatement Period, as the case may be, shall be suspended until such abatement as described
\nherein shall have ended, at which point the Net Rental Abatement Period and\/or the Offset Abatement Period, as applicable, will continue. From and after the Substantial Occupancy Date, Sublandlord shall have no obligation to rebuild or restore the
\nSublease Premises or any portion of the Building after a casualty or condemnation but shall remit to Subtenant for restoration purposes any insurance proceeds or condemnation award it receives from Master Landlord. Sublandlord shall have no
\nobligation and shall not be liable to Subtenant for any damages or other compensation if Master Landlord exercises a termination right under the Master Lease in the event of a casualty or condemnation. In the event Sublandlord has the right to
\nterminate the Master Lease, Sublandlord (x) shall not exercise such right without the express written consent of Subtenant, and (y) shall promptly exercise such right upon the written direction of Subtenant to do so. For the avoidance of doubt, if
\nthe Master Lease terminates pursuant to Section 19 (Destruction) or Section 20 (Eminent Domain) of the Master Lease, this Sublease will terminate simultaneously. <\/font><\/p>\n
 <\/font><\/p>\n
22.    INITIAL CONSTRUCTION IN AND COOPERATION REGARDING BUILDING 43<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     The parties\u0092 intent is that Sublandlord will
\nconstruct a barrier separating the Building 43 West Premises from the Building 43 East Premises, in order to separate Subtenant\u0092s operations within the Building 43 West Premises from Sublandlord\u0092s operations in the Building 43 East
\nPremises, on or before the Actual Delivery Date for the Building 43 West Premises. Sublandlord and Subtenant agree to cooperate in good faith <\/font><\/p>\n
 <\/font><\/p>\n
25 <\/font><\/p>\n
\nin the design and construction process for such barrier. Sublandlord and Subtenant further agree to cooperate and coordinate construction activities so as to
\nprevent interruption of the business activities of Sublandlord, including without limitation (i) controlling noise during business hours, (ii) avoiding blocking stairwell and\/or elevator access and (iii) preventing damage to electrical, mechanical
\nand information technology infrastructure. <\/font><\/p>\n
 <\/font><\/p>\n
B.     The parties acknowledge that Sublandlord currently houses and maintains certain information technology and other connectivity equipment in the Building 43 West Sublease Premises in the location depicted on
\nSchedule 22.B<\/b> (the \u0093IT Area\u0094). Until the Total Occupancy Date, the demise by Sublandlord to Subtenant of the Sublease Premises shall be subject to the following: <\/font><\/p>\n
 <\/font><\/p>\n
(i)     the Sublease Premises shall exclude the IT Area; <\/font><\/p>\n
 <\/font><\/p>\n
(ii)     Sublandlord reserves a nonexclusive easement
\nover and through the Sublease Premises in order to access the IT Area (but no other portion of the Sublease Premises) at all times and with no notice required; and <\/font><\/p>\n
 <\/font><\/p>\n
(iii)     no construction by Subtenant shall be conducted prior to January 31, 2004 in and around the
\nMDF\/Mpoe vault identified in Schedule 22.B,<\/b> and, further all construction work conducted by Subtenant in and around the IT Area shall be coordinated with Sublandlord to prevent any interruption in Sublandlord\u0092s systems, utilities and
\ninformation technology network. <\/font><\/p>\n
 <\/font><\/p>\n
23.    NOTICES<\/u>. All
\nnotices and demands which may or are to be required or permitted to be given in accordance with Section 26 of the Master Lease and this Sublease shall be addressed to Subtenant at the address indicated in Paragraph 1.D above or to Sublandlord at the
\naddress indicated in Paragraph 1.B above or to such other place as Subtenant or Sublandlord may from time to time designate in a written notice to the other party. <\/font><\/p>\n
 <\/font><\/p>\n
24.    AMENDMENTS<\/u>. No agreement hereafter made shall be effective to change or modify this Sublease, in whole or
\nin part, unless such agreement is in writing and signed by both parties hereto, nor shall any custom, practice or course of dealing between the parties in the administration of the terms hereof be construed to waive or lessen the right of any party
\nto insist upon the performance by the other party in strict accordance with the terms of this Sublease. Sublandlord covenants to Subtenant that Sublandlord shall not agree to or enter into any (i) termination of the Master Lease or (ii) amendment or
\nmodification of the Master Lease that in any way (x) diminishes Subtenant\u0092s rights hereunder, (y) increases Subtenant\u0092s obligations hereunder, or (z) otherwise adversely impacts Subtenant, in Subtenant\u0092s good faith determination,
\nwithout prior notice to and written approval thereof by Subtenant, such approval not to be unreasonably withheld. <\/font><\/p>\n
 <\/font><\/p>\n
25.    FORCE MAJEURE<\/u>. Neither Sublandlord nor Subtenant shall be deemed to be in breach of this Sublease by reason of failure to perform any of
\nits obligations hereunder if, while and to the extent that such failure is due to acts of God, acts of the public enemy, acts of governmental authority, or any other circumstances for which it is not responsible and which are not within its control,
\nincluding any failure or delay by Master Landlord in performing any of its obligations under the Master Lease (collectively \u0093Events of Force Majeure\u0094); provided that this provision shall not apply to (x) any failures by Subtenant to pay
\nany Sublease Base Rent, Sublease Additional Rent or other charges based upon insufficient funds (as opposed to Events of Force Majeure which prevent the actual delivery of such funds) or to make any other money payments required by this Sublease or
\nto Sublandlord in making reimbursements to Subtenant or refunding or paying any other money payments to Subtenant as required by this Sublease, (y) any failure by Sublandlord to make any payment required under the Master Lease or this Sublease
\n(including, without limitation, Sublandlord\u0092s obligation to pay amounts under the Ground Lease, as described in Subparagraph 8(i) above), based upon insufficient funds (as opposed to Events of Force Majeure which prevent the actual delivery of
\nsuch funds) or (z) the delivery of Sublease Premises Portions as described in Paragraph 2.C (other than as described in such paragraph). <\/font><\/p>\n
 <\/font><\/p>\n
26.    ENTIRE AGREEMENT<\/u>. It is expressly agreed by Sublandlord and Subtenant, as a material consideration for the execution of this Sublease,
\nthat there are and were no representations, understandings, stipulations, agreements or promises pertaining thereto not incorporated in writing herein. <\/font><\/p>\n
 <\/font><\/p>\n
26 <\/font><\/p>\n
27.    BINDING EFFECT<\/u>. The provisions of this Sublease shall be binding upon and inure to the
\nbenefit of Sublandlord and Subtenant, respectively, and to their respective heirs, personal representatives, successors and assigns, subject to any contrary provisions herein. <\/font><\/p>\n
 <\/font><\/p>\n
28.    AUTHORIZATION<\/u>. Sublandlord and Subtenant are each authorized to enter into this Sublease, and a at the
\nrequest of either party shall furnish upon demand a corporate resolution, proof of due authorization of partners or other appropriate documentation reasonably requested by either party evidencing such authorization. <\/font><\/p>\n
 <\/font><\/p>\n
29.    COOPERATION<\/u>. Sublandlord and Subtenant acknowledge and
\nagree that participation by Subtenant in any future negotiations with the Ground Lessor would provide additional value and therefore, Subtenant agrees to reasonably cooperate with Sublandlord and the Master Landlord upon request in any such
\nnegotiations with respect to the Ground Lease. <\/font><\/p>\n
 <\/font><\/p>\n
30.    BROKERS<\/u>. Subtenant and Sublandlord warrant that they have had dealings with only Bailes & Associates (the \u0093Broker\u0094) and that they know of no other real estate broker or agent who is entitled
\nto a commission in connection with this Sublease. A brokerage commission equal to $3,262,902 shall be paid by Sublandlord to the Broker as follows: (i) $2,756,585 shall be paid on the Actual Delivery Date of a Sublease Premises Portion such that
\nActual Delivery Dates shall have occurred for an aggregate of 225,000 rentable square feet or more, and (ii) $506,317 shall be paid on October 1, 2004. In the event that Sublandlord fails to pay such amounts as of the dates specified in the
\nimmediately preceding sentence, Subtenant shall have the right to pay all or any portion of such commissions; if Subtenant pays all or any portion of such commissions, Subtenant will notify Sublandlord of such payment on or about the date of such
\npayment. Any amount so paid by Subtenant to Broker in accordance with the foregoing sentence shall bear interest from the date paid at the rate applicable to late payments of Sublease Rent under this Sublease (such payment and interest accruing
\ntherein being referred to as the \u0093Offset Amount\u0094). The Offset Amount shall be offset by the Sublease Base Rent due hereunder following the expiration of the Net Rental Abatement Period until such time as Subtenant is fully reimbursed for
\nthe Offset Amount (such period of time being referred to herein as the \u0093Offset Abatement Period\u0094). Each of Subtenant and Sublandlord shall indemnify, defend and hold the other harmless from and against all liabilities arising from any
\nother claims of brokerage commissions or finder\u0092s fees based on any dealings or contracts by Subtenant or Sublandlord, respectively, with brokers or agents other than the Broker. <\/font><\/p>\n
 <\/font><\/p>\n
31.    FINANCIAL STATEMENTS<\/u>. Subtenant hereby agrees that it will deliver to Sublandlord copies of the financial
\nstatements it delivers to Master Landlord pursuant to Section 1.12(a) and the certificates referenced in Section 1.12(b) of the Second Amendment. <\/font><\/p>\n
 <\/font><\/p>\n
32.    COVENANTS REGARDING BANKRUPTCY<\/u>. <\/font><\/p>\n
 <\/font><\/p>\n
A.     As used in this Sublease, the \u0093Bankruptcy Code\u0094 shall mean 11 U.S.C. \u00a7\u00a7 101 et seq., as modified and\/or
\nrecodified from time to time. <\/font><\/p>\n
 <\/font><\/p>\n
B.     The
\nrights of Subtenant under this Sublease attach to all of Sublandlord\u0092s rights under Subsection 365(h) of the Bankruptcy Code in the event that Master Landlord files for bankruptcy, including without limitation, Sublandlord\u0092s rights to
\nremain in possession of the Sublease Premises. Sublandlord shall not, without Subtenants written consent (which may be given or withheld in its sole discretion), elect to treat the Master Lease as terminated under Subsection 365(h)(1) of the
\nBankruptcy Code. Any such election without such consent shall, at Subtenant\u0092s option, be void. <\/font><\/p>\n
 <\/font><\/p>\n
C.     Sublandlord hereby irrevocably assigns to Subtenant all of its rights to damages arising from any rejection of the Master Lease
\nby Master Landlord under the Bankruptcy Code. Sublandlord and Subtenant shall proceed jointly or in the name of Subtenant in respect of any claim or proceeding relating to any rejection of the Master Lease by Master Landlord, including, without
\nlimitation, the right to file and prosecute any proofs of claim, complaints, motions and other documents. <\/font><\/p>\n
 <\/font><\/p>\n
D.     If any legal proceeding is commenced with respect to the Master Lease in connection with any case under the Bankruptcy Code,
\nSublandlord and Subtenant shall cooperatively conduct any such proceeding with counsel agreed upon between the parties. Sublandlord shall immediately notify Subtenant upon learning <\/font><\/p>\n
 <\/font><\/p>\n
27 <\/font><\/p>\n
\nof any filing by or against Master Landlord of a petition under the Bankruptcy Code. Sublandlord shall thereafter promptly deliver to Subtenant all notices,
\npleadings, and other documents received by Sublandlord in connection with any such proceeding. <\/font><\/p>\n
 <\/font><\/p>\n
33.    COUNTERPARTS<\/u>. This Sublease may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
\n<\/font><\/p>\n
 <\/font><\/p>\n
[signature page follows] <\/font><\/p>\n
 <\/font><\/p>\n
28 <\/font><\/p>\n
IN WITNESS WHEREOF<\/b>, this Sublease is executed as of the date first written above. <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
SUBLANDLORD:<\/b><\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nSUBTENANT:<\/b><\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
SILICON GRAPHICS, INC.<\/b><\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nGOOGLE TECHNOLOGY INC.<\/b><\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
By:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
\/s\/ Michael L. Hirahara<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nBy:<\/font><\/td>\n <\/font><\/td>\n\n
\/s\/ George Reyes<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Printed Name:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
Michael L. Hirahara<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nPrinted Name:<\/font><\/td>\n <\/font><\/td>\n\n
George Reyes<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Its:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
Vice President, Facilities & Services<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nIts:<\/font><\/td>\n <\/font><\/td>\n\n
CFO<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Dated:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
July 9, 2003<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nDated:<\/font><\/td>\n <\/font><\/td>\n\n
7\/9\/03<\/font><\/p>\n
<\/td>\n<\/tr>\n<\/table>\n
\nof any filing by or against Master Landlord of a petition under the Bankruptcy Code. Sublandlord shall thereafter promptly deliver to Subtenant all notices,
\npleadings, and other documents received by Sublandlord in connection with any such proceeding. <\/font><\/p>\n
 <\/font><\/p>\n
33.    COUNTERPARTS<\/u>. This Sublease may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
\n<\/font><\/p>\n
 <\/font><\/p>\n
[signature page follows] <\/font><\/p>\n
 <\/font><\/p>\n
28 <\/font><\/p>\n
IN WITNESS WHEREOF<\/b>, this Sublease is executed as of the date first written above. <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
SUBLANDLORD:<\/b><\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nSUBTENANT:<\/b><\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
SILICON GRAPHICS, INC.<\/b><\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nGOOGLE TECHNOLOGY INC.<\/b><\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
By:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
\/s\/ Michael L. Hirahara<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nBy:<\/font><\/td>\n <\/font><\/td>\n\n
\/s\/ George Reyes<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Printed Name:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
Michael L. Hirahara<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nPrinted Name:<\/font><\/td>\n <\/font><\/td>\n\n
George Reyes<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Its:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
Vice President, Facilities & Services<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nIts:<\/font><\/td>\n <\/font><\/td>\n\n
CFO<\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Dated:<\/font><\/p>\n<\/td>\n
 <\/font><\/td>\n\n
July 9, 2003<\/font><\/p>\n
<\/td>\n		 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nDated:<\/font><\/td>\n <\/font><\/td>\n\n
7\/9\/03<\/font><\/p>\n
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