{"id":41948,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pacific-shores-center-redwood-city-ca-triple-net-building.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pacific-shores-center-redwood-city-ca-triple-net-building","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/pacific-shores-center-redwood-city-ca-triple-net-building.html","title":{"rendered":"Pacific Shores Center (Redwood City, CA) Triple Net Building Lease &#8211; Pacific Shores Center LLC and At Home Corp."},"content":{"rendered":"<pre>\n                           TRIPLE NET BUILDING LEASE\n\n\n\n                                    Between\n\n                          PACIFIC SHORES CENTER LLC,\n                                      as\n                                    LESSOR\n\n\n                                      and\n\n\n                              AT HOME CORPORATION\n                    a Delaware corporation, dba Excite@Home\n                                      as\n                                    LESSEE\n\n\n                                      for\n\n\n                                   PREMISES\n                                      at\n                             Pacific Shores Center\n                                  Building 8\n                           Redwood City, California\n\n \n                                   ARTICLE I\n                                   ---------\n                                    PARTIES\n                                    -------\n\n     Section 1.01.  Parties.  This Lease, dated for reference purposes, and\n     ----------------------                                                   \neffective as of February  25, 2000, is made by and between PACIFIC SHORES CENTER\nLLC, or assignee, (\"Lessor\") and AT HOME CORPORATION, a Delaware corporation, \ndba Excite@Home (\"Lessee\").\n\n                                  ARTICLE II\n                                  ----------\n                                   PREMISES\n                                   --------\n\n     Section 2.01. Demise of Premises.  Lessor hereby leases to Lessee and\n     --------------------------------                                        \nLessee leases from Lessor for the term, at the rental, and upon all of the terms\nand conditions set forth herein, Premises consisting of one building\n(\"Building\") of ten free standing, office and research and development buildings\n(\"Buildings\") to be constructed by Lessor on real property situated in Redwood\nCity, County of San Mateo, State of California and commonly known as Pacific\nShores Center which Lessor is in the process of acquiring (the \"Property\").\nThe Building will be five stories tall and will consist of approximately one\nhundred fifty seven thousand two hundred seventy (157,270) rentable square feet,\nas more particularly described and depicted herein in Exhibit \"A.\"  The actual\nrentable square footage of the Building (the \"Rentable Area\") will be determined\nand certified by Lessor's architect by a method described as \"dripline,\" whereby\nthe measurement encompasses the outermost perimeter of the constructed building,\nincluding every projection thereof and all area beneath each such projection,\nwhether or not enclosed, with no deduction for any inward deviation of structure\nand with the measurement being made floor by floor, but beginning from the top\nof the Building provided that, Lessee shall have the right, to be exercised\nprior to Commencement Date, to measure the \"as-built\" Building to confirm that\nthe aforesaid dripline methodology was accurately utilized by Lessor's\narchitect.  The Building and appurtenances described herein, the Property, and\nall other improvements to be built on the Property are together designated as\nthe \"Project.\"  The Building leased hereunder, commonly known as Building 8 -\nPacific Shores Center, Redwood City, California, and its appurtenances described\nherein are herein designated as the \"Premises.\"\n\n     Section 2.02. Common Area.   During the Lease Term, Lessee shall have the\n     -------------------------                                                \nnon-exclusive right to use the Common Area defined herein. Lessor reserves the\nright to modify the Common Area, including reducing the size or changing the\nuse, configuration and elements thereof in its sole discretion and to close or\nrestrict access from time to time for repair, maintenance or to prevent a\ndedication thereof, provided that Lessee nonetheless shall have access to\nparking and the Premises during such activities.  Lessor further reserves the\nright to establish, repeal and amend from time to time rules and regulations for\nthe use of the Common Area and to grant reciprocal easements or other rights to\nuse the Common Area to owners of other property provided that no amendment to\nthe rules and regulations shall unreasonably interfere with Lessee's use of the\nPremises or unreasonably increase Lessee's share of Operating Expenses and\nprovided further, to the extent of any conflict between this Lease and such\namended Common Area rules and regulations, this Lease controls. .  \"Common Area\"\nincludes, without limitation, all portions of the Property other than the\nBuilding, including landscaping,\n\n                                       2\n\n \nsidewalks, walkways, driveways, curbs, parking lots (including striping),\nroadways within the Project, sprinkler systems, lighting, surface water drainage\nsystems, an amenities\/athletic facility to be available for use by Lessee's\nemployees (the \"Amenities\/Athletic Facility\"), as well as baseball and soccer\nfields, a water front park, and a perimeter walking\/biking trial, and, to the\nextent required by government authorities having jurisdiction over Lessor's\ndevelopment of the Project, amphitheater, marine life resource center, retreat\nand conference center, child care center and such further portions of the\nProject or additional or different facilities as Lessor may from time to time\ndesignate or install or make available for the use by Lessee in common with\nothers.\n\n     Section 2.03.  Parking.  Lessor shall provide Lessee with parking spaces\n     ----------------------                                                     \nwithin the Common Area in the ratio to space within the Building as required by\nlaw, which is three (3) spaces per one thousand (1,000) square feet of interior\nspace within the Building.   In the event Lessor elects or is required by any\nlaw to limit or control parking at the Premises, whether by validation of\nparking tickets or any other method of assessment, Lessee agrees to participate\nin such validation or assessment program under such reasonable rules and\nregulations as are from time to time established by Lessor.  Lessor agrees that\nLessee's access to parking shall not be unreasonably limited beyond any\nrequirement of law by any such rules and regulations and the burden of any such\nlimitation or control imposed by law on the Project as a whole shall not be\nallocated to Lessee to an extent greater than required by such law. Said parking\nshall be provided at no additional cost except as expressly provided herein in\nArticle VI for reimbursement of repair, replacement and maintenance costs and\nexpenses, and in Article IX for payment or reimbursement of any real property\ntaxes including governmental or public authority charges, fees or impositions of\nany nature hereafter imposed.\n\n     Section 2.04.  Construction.\n     --------------------------- \n\n     (a)  Government Approvals.  Lessor shall diligently pursue obtaining\n          --------------------                                              \ngovernmental approval of a Site Plan and Building design and elevations with\nrespect to the development of the Premises, copies of which are attached hereto\nas Exhibit \"A.\"  The parties acknowledge and agree that the final footprint and\nelevations of the Building may vary from those attached as Exhibit \"A\" because\nthe plans and specifications will undergo a plancheck process with the City of\nRedwood City and Lessor will make such revisions as are required or are\notherwise deemed necessary or appropriate by Lessor, provided however, that\nnothing herein shall be deemed to relieve Lessor from the duty to develop the\nBuilding substantially in compliance with Exhibit \"A.\"\n\n     (b)  Construction of Shell Building. Lessor, utilizing Rudolph &amp; Sletten\n          ------------------------------                                     \n(or such alternate as Lessor in its sole discretion may select) as general\ncontractor (\"General Contractor\"), shall construct the \"Building Shell\" (as\ndefined in the attached Exhibit \"D\") substantially in accordance with (i) plans\nand specifications to be attached as Exhibit \"B\" and (ii) all existing\napplicable municipal, local, state and federal laws, statutes, rules,\nregulations and ordinances.  Lessor shall pay all costs of constructing the\nBuilding Shell.\n\n     (c)  Construction of Tenant Improvements.  All improvements not included\n          -----------------------------------                                \nwithin the scope of the Building Shell shall be deemed \"Tenant Improvements.\"\nLessor, using the General\n\n                                       3\n\n \nContractor, shall construct the Tenant Improvements and shall contribute the\nTenant Improvement Allowance towards the payment of same and Lessee shall pay\nall costs associated with same in excess of the Tenant Improvement Allowance\n\n     (d)  Tenant Improvement Plans and Cost Estimate.  Lessee shall work\n          ------------------------------------------                    \nwith Lessor's architect to develop interior schematic drawings and Lessee shall\napprove final interior schematic drawings for the Tenant Improvement no later\nthan July 1, 2000.  Lessee shall work with Lessor's architect to develop working\ndrawings outlining, among other things, Lessee's wall layout, detailed\nelectrical and air conditioning requirements and finishes (\"Working Drawings\")\nand Lessee shall approve final Working Drawings on or before September 1, 2000.\nThe cost of the interior schematic drawings and Working Drawings shall be a\nTenant Improvement cost.  Based on this information, Landlord shall cause the\nGeneral Contractor to prepare and deliver to Lessee a budget for the Tenant\nImprovements (\"Budget\").  Lessee shall approve the Budget (or modify the same\nwith Lessor's consent), in writing, within fourteen (14) days thereafter.  The\nWorking Drawings and Budget must be approved by Lessor in writing and be of\nquality equal to or greater than the Interior Specifications Standards set forth\nin Exhibit \"C\" and must encompass the build-out of the entire Premises.  Once\nthe Budget is approved, Lessor shall enter into a guaranteed maximum price\ncontract with the General Contractor for the construction of the Tenant\nImprovements, which maximum price shall not exceed the approved Budget.\n\n     (e)  Cost Responsibilities.  Attached as Exhibit \"C\" to this Lease is a\n          ---------------------                                              \nWork Letter Agreement for Tenant Improvements, and Exhibit \"D,\" Cost\nResponsibilities of Lessor and Lessee, which together with this Section 2.04,\ndescribe the planning and payment responsibilities of the Lessor and Lessee with\nrespect to the construction of the Shell Building and Tenant Improvements at the\nPremises.  All approved Tenant Improvements shall be constructed in accordance\nwith a construction schedule approved by Lessor and no portion of the Building\ninterior shall remain unimproved.\n\n     (f)  Tenant Improvement Allowance.  Lessor shall provide to Lessee semi-\n          ----------------------------                                         \nimproved \"cold\" shell facilities as described in Exhibit \"D\" attached and a\nTenant Improvement Allowance of $25.00 per square foot to be used for the Tenant\nImprovements outlined in Exhibit \"D,\" all as outlined in the Tenant Improvement\nWork Letter attached as Exhibit \"C.\"  Subcontracts for all Tenant Improvement\nWork shall be obtained by a sealed competitive bid process (involving at least\ntwo qualified bidders) wherever practical and as to work done without such\nprocess, Lessor or the General Contractor shall provide reasonable assurance to\nLessee that the cost and expense of same is competitive in the industry for\nfirst-class workmanship and materials.\n\n     (g)  Payment for Tenant Improvements.  Within two (2) business days after\n          -------------------------------                                     \nthe Budget is approved by Lessor and Lessee, Lessee shall deposit Lessee's share\nof the amount budgeted for the entire Tenant Improvement construction schedule\n(together with the cost of any Tenant Improvements already made) with Lessor's\nconstruction lender to be held in an escrow account. Lessee's share is the\nportion of the budgeted amount not paid from the Tenant Improvement Allowance as\ndescribed in the following sentence. Said construction lender shall issue\npayments from said account pursuant to the construction contract for the Tenant\nImprovements with a portion of each payment being taken from the Tenant\nImprovement\n\n                                       4\n\n \nAllowance (in the same ratio as the Tenant Improvement Allowance bears to the\nentire Budget total) and the balance being paid from Lessee's deposit, until the\nTenant Improvement Allowance is exhausted, whereupon any remaining payments\nshall be made 100% by Lessee. Lessor shall manage the construction of the Tenant\nImprovements for a supervision fee of 4% of the Budget (as the same may change\nby agreement of the parties) due and payable in nine equal monthly installments\nbeginning on the first day of the calendar month following the calendar month in\nwhich the Budget is first approved.\n\n     (h)  Lessee's Fixturing Period.  By advance written notice, Lessor shall\n          -------------------------                                             \nprovide Lessee access to the Premises during the thirty (30) day period prior to\nthe Commencement Date (\"Lessee's Fixturing Period\") for the purpose of\ninstalling furnishings and equipment, e.g. security system, furniture system and\nphone and data system, provided, that Lessee and  Lessee's employees and\ncontractors shall at all times avoid interfering with Lessor's ongoing work to\nbring the Premises to a substantially completed condition.  Except for payment\nof Base Rent, all terms and provisions of this Lease shall apply during Lessee's\nFixturing Period, including, without limitation, Lessee's indemnity and other\nobligations set forth in Sections 7.07., 7.08. and 17.22. hereof and payment of\nAdditional Rent pursuant to Section 4.05 hereof.\n\n                                  ARTICLE III\n                                  -----------\n                                     TERM\n                                     ----\n\n     Section 3.01.  Lease Term.\n     ------------------------- \n\n     (a)  Commencement Date.  The term of this Lease (\"Lease Term\") shall be\n          -----------------                                                 \nfor twelve (12) years beginning on the earlier of (i) the date a Certificate of\nOccupancy (which means for purposes of this Lease, either a Certificate of\nOccupancy or its equivalent which allows legal occupancy and including, without\nlimitation, a Notice of Substantial Completion) first is issued affecting the\nBuilding, or (ii) the date on which Lessee first occupies or conducts business\nat the Premises (the \"Commencement Date\") provided that, (i) for each day of\ndelay by Lessee in failing to approve the interior schematic drawings or the\nWorking Drawings when required under Section 2.04(d), or (ii) for each day of\ndelay by Lessee in failing to approve the Budget, in writing, within fourteen\n(14) days after delivery by the General Contractor as provided in Section\n2.04(d), or (iii) for each day of delay caused by any changes to the approved\nWorking Drawings requested by Lessee, or (iv) for each day that any other act or\nomission by Lessee causes the construction schedule for Tenant Improvements to\nbe delayed (collectively \"Lessee Delay\"), the Commencement Date shall occur one\n(1) day in advance of the date of the Certificate of Occupancy for each such day\nof delay.  For example, if seven (7) days of Lessee Delay causes the date of\nissuance of the Certificate of Occupancy to occur on July 8, 2001 rather than\nJuly 1, 2001, the Commencement Date shall be July 1, 2001 for all purposes,\nincluding payment of Base Rent and Additional Rent.  The Lease Term shall\nexpire, unless sooner terminated or extended as provided herein, on the date\nwhich completes twelve (12) years after the Commencement Date occurs or is\ndeemed to have occurred, e.g. if the date on which the Certificate of Occupancy\nis issued or deemed to be issued for the Building is July 1, 2001, the Lease\nTerm shall expire on June 30, 2013 and if that date is July 3, 2001, the Lease\nTerm shall expire on July 2, 2013 (\"Expiration Date\").   The parties shall\nexecute a \"Memorandum of Commencement of Lease\n\n                                       5\n\n \nTerm\" when the Commencement Date becomes known, which shall include a\ncertification of the actual Rentable Area of the Building determined by the\nmethodology described in Section 2.01. and the actual monthly installments of\nBase Rent to be paid pursuant to Section 4.01., and shall be substantially in\nthe form attached hereto as Exhibit \"E.\" Notwithstanding the foregoing, in no\nevent shall Lessee Delay be used to advance the Commencement Date to a date\nearlier than the Scheduled Commencement Date.\n\n     (b)  Scheduled Commencement Date.  Lessor shall use commercially\n          ---------------------------                                   \nreasonable efforts to cause the Certificate of Occupancy for the Building to be\nissued no later than July 1, 2001 (\"Scheduled Commencement Date\").  If a\nCertificate of Occupancy is not issued for the Building on or before the\nScheduled Commencement Date, this failure shall not affect the validity of this\nLease or the obligations of Lessee under it.  If the Commencement Date is\nadjusted for delay from any cause, the Expiration Date shall be likewise\nadjusted for a like period.\n\n     (c)  Termination in Event of Delay.  If for any reason Lessor is unable\n          -----------------------------                                       \nto cause the issuance of a Certificate of Occupancy for the Building, on or\nbefore the date which is one hundred eighty (180) days after the Scheduled\nCommencement Date (for a reason other than Lessee Delay or Force Majeure delay\nexcused under Section 17.21.), Lessee, at its sole election, may terminate this\nLease upon giving notice within ten (10) business days thereafter. Failure to\ngive such notice within said time period constitutes an irrevocable waiver of\nthe foregoing right to terminate under this Section 3.01(c).\n\n     (d)  Lessee Termination Rights.  In the event that either (i) Lessor is not\n          -------------------------                                             \nthe fee owner of the Property on or before May 1, 2000, or (ii) Lessor has not\npresented Lessee with reasonable evidence on or before July 15, 2000, that it\nhas obtained a commitment letter for financing in an amount sufficient to\ncomplete the construction of the Building Shell and fund the Tenant Improvement\nAllowance, then Lessee shall have the right to terminate this Lease upon written\nnotice to Lessor within sixty (60) days after either May 1, 2000 or July 15,\n2000, as applicable.  If Lessee terminates this Lease in accordance with this\nparagraph, neither party shall have any further  rights or obligations\nhereunder.\n\n     Section 3.02.  Option to Extend.\n     ------------------------------- \n\n     (a)  Exercise.  Lessee is given one (1) option to extend the Lease Term \n          --------                                                        \n(\"Option to Extend\") for a five (5) year period (\"Extended Term\") following\nthe date on which the initial Lease Term would otherwise expire, which option\nmay be exercised only by written notice (\"Option Notice\") from Lessee to Lessor\ngiven not less than twelve (12) months prior to the end of the initial Lease\nTerm (\"Option Exercise Date\"); provided, however, if Lessee is in material\ndefault under this Lease (beyond the expiration of any applicable notice period)\non the Option Exercise Date or on any day thereafter on or before the last day\nof the initial Lease Term, the Option Notice shall be totally ineffective, and\nthis Lease shall expire on the last day of the initial Lease Term, if not sooner\nterminated.  The right of Lessee to exercise an Option to Extend shall not be\naffected by any sublease or assignment of this Lease previously entered into by\nLessee pursuant to the provisions of this Lease.\n\n                                       6\n\n \n     (b)  Extended Term Rent.  In the event Lessee exercises its Option to\n          ------------------                                                 \nExtend set forth herein, all the terms and conditions of this Lease shall\ncontinue to apply except that the Base Rent payable by Lessee during each Option\nTerm shall be equal to one hundred percent (100%) of Fair Market Rent (defined\nbelow), as determined under subparagraph (c) below.  \"Fair Market Rent\" shall\nmean the effective rate being charged (including periodic adjustments thereto as\napplicable during the period of the Extended Term), for comparable space in\nsimilar buildings in the vicinity, i.e. of a similar age and quality considering\nany recent renovations or modernization, and floor plate size or, if such\ncomparable space is not available, adjustments shall be made in the\ndetermination of Fair Market Rent to reflect the age and quality of the Building\nand Premises as contrasted to other buildings used for comparison purposes, with\nsimilar amenities, taking into consideration: size, location, floor level,\nleasehold improvements or allowances provided or to be provided, term of the\nlease, extent of services to be provided, the time that the particular rate\nunder consideration became or is to become effective, and any other relevant\nterms or conditions applicable to both new and renewing tenants.\n\n     (c)  Determination of Fair Market Rent.\n          --------------------------------- \n\n          (i)  Negotiation.  If Lessee so exercises its Option to Extend in a \n               -----------                                                 \ntimely manner, the parties shall then meet in good faith to negotiate the Base\nRent for the Premises for the Extended Term, during the first thirty (30) days\nafter the date of the delivery by Lessee of the Option Notice (the \"Negotiation\nPeriod\"). If, during the Negotiation Period, the parties agree on the Base Rent\napplicable to the Premises for the Extended Term, then such agreed amount shall\nbe the Base Rent payable by Lessee during the Extended Term.\n\n          (ii) Arbitration.     In the event that the parties are unable to \n               -----------                                                 \nagree on the Base Rent for the Premises within the Negotiation Period, then\nwithin ten (10) days after the expiration of the Negotiation Period, each party\nshall separately designate to the other in writing an appraiser to make this\ndetermination.  Each appraiser designated shall be a member of MAI and shall\nhave at least ten (10) years experience in appraising commercial real property,\nof similar quality and use as the Premises, in San Mateo County.  The failure of\neither party to appoint an appraiser within the time allowed shall be deemed\nequivalent to appointing the appraiser appointed by the other party, who shall\nthen determine the Fair Market Rent for the Premises for the Extended Term.\nWithin five (5) business days of their appointment, the two designated\nappraisers shall jointly designate a third similarly qualified appraiser.\nWithin thirty (30) days after their appointment, each of the two appointed\nappraisers shall submit to the third appraiser a sealed envelope containing such\nappointed appraiser's good faith determination of the Fair Market Rent for the\nPremises for the Extended Term; concurrently with such delivery, each such\nappraiser shall deliver a copy of his or her determination to the other\nappraiser.  The third appraiser shall within ten (10) days following receipt of\nsuch submissions, then determine which of the two appraisers' determinations\nmost closely reflects Fair Market Rent as defined above.  The determination most\nclosely reflecting the third appraiser's determination shall be deemed to be the\nFair Market Rent for the Premises during the Extended Term; the third appraiser\nshall have no rights to adjust, amend or otherwise alter the determinations made\nby the appraiser selected by the parties, but must select one or the other of\nsuch appraisers' submissions.  The\n\n                                       7\n\n \ndetermination by such third appraiser shall be final and binding upon the\nparties. Said third appraiser shall, upon selecting the determination which most\nclosely resembles Fair Market Rent, concurrently notify both parties hereto. The\nBase Rent for the Extended Term shall be the determination so selected. The\nparties shall share the appraisal expenses equally. If the Extended Term begins\nprior to the determination of Fair Market Rent, Lessee shall pay monthly\ninstallments of Base Rent equal to one hundred ten percent (110%) of the monthly\ninstallment of Base Rent in effect for the last year of the initial Lease Term\n(in lieu of \"holdover rent\" payable under Section 17.09(b)). Once a\ndetermination is made, any over payment or under payment shall be reimbursed as\na credit against, or paid by adding to, the monthly installment of Base Rent\nnext falling due.\n\n                                  ARTICLE IV\n                                  ----------\n                            RENT: TRIPLE NET LEASE\n                            ----------------------\n\n     Section 4.01.  Base Rent.  Lessee shall pay to Lessor as Base Rent an\n     ------------------------                                             \ninitial monthly installment of Three Dollars and Fifty Cents ($3.50) per square\nfoot of Rentable Area as determined under Section 2.01., in advance, on the\nfirst day of each calendar month of the Lease Term, commencing on the\nCommencement Date, subject to the advance payment of estimated first month of\nBase Rent pursuant to Section 4.03.  Base Rent for any period during the Lease\nTerm which is for less than one month shall be a pro rata portion of the monthly\ninstallment (based on the actual days in that month).\n\n     Section 4.02.  Rent Adjustment.  The Base Rent set forth in Section 4.01. \n     ------------------------------                                        \nabove shall be adjusted upward by an annual compounded increase of three and\nfive tenths percent (3.5%), as of the first day of the thirteenth (13th) full\ncalendar month following the Commencement Date and as of each anniversary of\nthat date thereafter during the Lease Term, as shown on Exhibit \"E\" attached\nhereto.\n\n     Section 4.03.  First Payment of Base Rent.  Lessee shall pay in advance\n     -----------------------------------------                                \nthe first payment of Base Rent in the estimated amount of Fife Hundred Fifty\nThousand, Four Hundred Forty Five Dollars ($550,445.00) within five (5) days\nafter Lessee's execution of this Lease.  Base Rent payments shall resume on the\nfirst day of the calendar month immediately succeeding the Commencement Date.\nIf the Commencement Date is other than the first day of a calendar month, the\nfirst payment of Base Rent subsequent to the Commencement Date, but only that\npayment of Base Rent, shall be reduced by any excess of the first Base Rent\ninstallment paid in advance over the prorated amount actually due for such\npartial first month of the Lease Term.\n\n     Section 4.04.  Absolute Triple Net Lease.  This Lease is what is commonly \n     ----------------------------------------                           \ncalled a \"Absolute Triple Net Lease,\" it being understood that Lessor shall\nreceive the Base Rent set forth in Section 4.01. free and clear of any and all\nexpenses, costs, impositions, taxes, assessments, liens or charges of any nature\nwhatsoever. Lessee shall pay all rent in lawful money of the United States of\nAmerica to Lessor at the notice address stated herein or to such other persons\nor at such other places as Lessor may designate in writing on or before the due\ndate specified for same without prior demand, set-off or deduction of any nature\nwhatsoever. It is the intention of the parties hereto that this Lease shall not\nbe terminable for any reason by Lessee, and that except\n\n                                       8\n\n \nas herein expressly provided in Articles III, VIII and XIII, concerning delay,\ndestruction and condemnation, Lessee shall in no event be entitled to any\nabatement of or reduction in rent payable under this Lease. Any present or\nfuture law to the contrary shall not alter this agreement of the parties.\n\n     Section 4.05. Additional Rent.\n     ----------------------------- \n\n     (a)   In addition to the Base Rent reserved by Section 4.01., Lessee shall\npay, as Additional Rent (i) 100% as to amounts applicable solely to the Premises\nor Property and Lessee's Share is to amounts applicable to the Project or Common\nArea of all taxes, assessments, fees and other impositions payable by Lessee in\naccordance with the provisions of Article IX, and insurance premiums in\naccordance with the provisions of Article VII, (ii)  Lessee's Share of Operating\nExpenses defined below provided that notwithstanding the foregoing, prior to\nJanuary 1, 2002, during the construction phase of the Project, Lessee shall pay\n100% of Operating Expenses applicable to the Property or Premises in lieu of\npaying Lessee's Share of the specific items being billed, and (iii) any other\ncharges, costs and expenses (including appropriate reserves therefor) which are\ncontemplated or which may arise under any provision of this Lease during the\nLease Term, plus a Management Fee to Lessor equal to 3% of the Base Rent.   The\nManagement Fee is due and payable, in advance, with each installment of Base\nRent.  All of such charges, costs, expenses, Management Fee and all other\namounts payable by Lessee hereunder, shall constitute Additional Rent, and upon\nthe failure of Lessee to pay any of such charges, costs or expenses, Lessor\nshall have the same rights and remedies as otherwise provided in this Lease for\nthe failure of Lessee to pay Base Rent.\n\n     (b)  To the extent not paid pursuant to other provisions of this Lease, and\nat Lessor's sole election, Lessor may submit invoices and Lessee shall pay\nLessee's share of Additional Rent in monthly installments on the first day of\neach month in advance in an amount to be estimated by lessor, based on Lessor's\nexperience in managing office\/research and development projects.  Within ninety\n(90) days following the end of the period used by Lessor in estimating\nAdditional Rent, Lessor shall furnish to Lessee a statement (hereinafter\nreferred to as \"Lessor's Statement\") of the actual amount of Lessee's\nproportionate share of such Additional Rent, or Lessor shall remit or credit to\nLessee, as the case may be, the difference between the estimated amounts paid by\nLessee and the actual amount of Lessee's Additional Rent for such period as\nshown by such statement.  Monthly installments for the ensuing year shall be\nadjusted upward or downward as set forth in Lessor's Statement.\n\n     Section 4.06.  Security Deposit.  Upon the date this Lease is executed by\n     -------------------------------                                            \nLessee, Lessee shall deposit with Lessor a Security Deposit equal to twelve (12)\nmonth's estimated Base Rent in the amount of  Six Million, Six Hundred Five\nThousand, Three Hundred Forty and no cents ($6,605,340.00) in the form of cash\nor an unconditional, irrevocable letter of credit without documents, with Lessor\nas beneficiary, in whole or in part, and providing for payment in San Francisco\non presentation of Lessee's drafts on site, drawable and otherwise from a bank\nand in a form acceptable to Lessor (the \"Security Deposit\").  The Security\nDeposit shall be held by Lessor as security for the faithful performance by\nLessee of all of the terms, covenants, and conditions of this Lease applicable\nto Lessee.  If Lessee defaults with respect to any provision of this Lease,\n\n                                       9\n\n \nincluding but not limited to the provisions relating to the condition of the\nPremises upon Lease Termination, Lessor may (but shall not be required to) use,\napply or retain all or any part of the Security Deposit for the payment of any\namount which Lessor may spend by reason of Lessee's default or to compensate\nLessor for any loss or damage which Lessor may suffer by reason of Lessee's\ndefault.  If any portion of the Security Deposit is so used or applied, Lessee\nshall, within ten days after written demand therefor, deposit cash with Lessor\nin an amount sufficient to restore the Security Deposit to its original amount.\nLessee's failure to do so shall be a Default by Lessee.  The rights of Lessor\npursuant to this Section 4.06. are in addition to any rights which Lessor may\nhave pursuant to Article 12 below.  If Lessee fully and faithfully performs\nevery provision of this Lease to be performed by it, the Security Deposit or any\nbalance thereof shall be returned (without interest) to Lessee (or, at Lessor's\noption, to the last assignee of Lessee's interests hereunder) at Lease\nexpiration or termination and after Lessee has vacated the Premises.  Lessor\nshall not be required to keep the Security Deposit separate from Lessor's\ngeneral funds or be deemed a trustee of same.  Subject to the prior written\napproval of Lessor and Lessor's lender(s), the letter of credit may be reduced\nto an amount not less than the total of three (3) months of Base Rent at the\nthen current rate, if Lessee establishes through financial statements prepared\nin accordance with generally accepted accounting principles and in a form\nacceptable to Lessor that Lessee has achieved annual revenue for a period of at\nleast one (1) fiscal year of at least Seven Hundred Fifty Million Dollars\n($750,000,000) and has further achieved quarterly operating profit of at least\nOne Hundred Million Dollars ($100,000,000) for not less than four (4)\nconsecutive calendar quarters.  If the Security Deposit is in whole or in part\nin the form of a Letter of Credit, failure of Lessee to deliver a replacement\nLetter of Credit to Lessor at least forty-five (45) business days prior to the\nexpiration date of any current Letter of Credit shall constitute a separate\ndefault entitling Lessor to draw down immediately and entirely on the current\nLetter of Credit and the proceeds shall constitute a cash Security Deposit.\n \n     Section 4.07.  Lessee's Right to Review Supporting Data.\n     --------------------------------------------------------\n\n          (a)  Exercise of Right by Lessee.  Provided that Lessee is not in\n               ---------------------------                                 \ndefault under this Lease and provided further that Lessee strictly complies with\nthe provisions of this Section, Lessee shall have the right to reasonably review\nsupporting data for any portion of a Lessor's statement that Lessee claims is\nincorrect.  In order for Lessee to exercise its right under this Section, Lessee\nshall, within thirty (30) days after any such Lessor's statement is sent,\ndeliver a written notice to Lessor specifying the portions of the Lessor's\nstatement that are claimed to be incorrect, and Lessee shall simultaneously pay\nto Lessor all amounts due from Lessee to Lessor as specified in the Lessor's\nstatement.  Except as expressly set forth in subparagraph (c) below, in no event\nshall Lessee be entitled to withhold, deduct, or offset any monetary obligation\nof Lessee to Lessor under the Lease including, without limitation, Lessee's\nobligation to make all Base Rent payments and all payments for Additional Rent\npending the completion of, and regardless of the results of, any review under\nthis Section.  The right to review granted to Lessee under this Section may only\nbe exercised once for any Lessor's statement, and if Lessee fails to meet any of\nthe above conditions as a prerequisite to the exercise of such right, the right\nof Lessee under this Section for a particular Lessor's statement shall be deemed\nwaived.\n\n          (b)  Procedures for Review.  Lessee acknowledges that Lessor maintains\n               ---------------------                                            \nits\n\n                                       10\n\n \nrecords for the Building and Project at its offices in San Francisco, and Lessee\ntherefore agrees that any review of supporting data under this Section shall\noccur at such location.  Any review to be conducted under this Section shall be\nat the sole expense of Lessee and shall be conducted by an independent (i.e. not\nthen engaged by lessee for any other purposes) firm of certified public\naccountants of national standing.  Lessee acknowledges and agrees that any\nsupporting data reviewed under this Section constitute confidential information\nof Lessor, which shall not be disclosed to anyone other than the accountants\nperforming the review and the principals of Lessee who receive the results of\nthe review.  The disclosure of such information to any other person, whether or\nnot caused by the conduct of Lessee, shall constitute a material breach of this\nLease and a forfeiture of all rights under this Section 4.07, including, without\nlimitation, the right to any credit otherwise due.\n\n          (c)  Finding of Error. Any errors disclosed by the review of\n               ----------------                                       \nsupporting data under this Section shall be promptly corrected, provided that\nLessor shall have the right to cause another review of the supporting data to be\nmade by an independent (i.e. not then engaged by Lessor for any other purposes)\nfirm of certified public accountants of national standing. In the event of a\ndisagreement between the two accounting firms, the review that discloses the\nleast amount of deviation from the Lessor's statement shall be deemed to be\ncorrect and its review shall be final and binding on both Lessor and Lessee. If\nthe results of the review of supporting data taking into account, if applicable,\nthe results of any additional review caused by Lessor reveal that Lessee has\noverpaid obligations for a preceding period, the amount of such overpayment\nshall be credit against Lessee's subsequent installment obligations to pay its\nshare of Additional Rent. In the event that such results show that Lessee has\nunderpaid its obligations for a preceding period, the amount of such\nunderpayment shall be paid by Lessee to Lessor with the next succeeding\ninstallment obligation of Additional Rent or, if the Lease has terminated, in\ncash within thirty (30) days after the determination of underpayment is\ndelivered to Lessee. Each party shall pay the cost and expense of its chosen\naccounting firm.\n\n          (4)  Effect of Lessee's Default.  In the event that Lessee becomes in\n               --------------------------                                      \ndefault of its obligations under this Lease at any time during the pendency of a\nreview of records under this Section, said right to review shall immediately\ncease and the matters originally set forth in the Lessor's statement shall be\ndeemed to be correct.\n\n       Section 4.08.  Operating Expenses.\n       --------------------------------- \n\n     (a) Definition.  \"Operating Expenses\" shall mean and include, to the extent\nnot billed as a cost or expense of the Premises or pursuant to Articles VI, VII\nor IX, all costs and expenses of every kind and nature paid or incurred by\nLessor (whether obligated to do so or undertaken at Lessor's discretion) in the\noperation, maintenance and replacement of the Common Areas, including Common\nArea buildings and improvements located within the Project and including Common\nAreas located on the Property.  Such cost and expenses shall include, but not be\nlimited to, costs of management; cleaning; lighting; the costs of maintaining,\nrepairing and replacing all Common Area improvements (replacing shall be deemed\nto include but not be limited to the replacement of light poles and fixtures,\nstorm and sanitary sewers, parking lots, driveways and roads), repairs to and\nmaintenance of the structural and non-structural portions of the\namenity\/athletic facility; supplies, tools, equipment and materials used in the\noperation and\n\n                                       11\n\n \nmaintenance of the Project; snow removal; parking lot striping; removal of\ntrash, rubbish, garbage and other refuse; painting; removal of graffiti;\npainting of exterior walls; landscaping; providing security to the extent Lessor\ndetermines in its sole discretion to do so (including security systems and\/or\nsystems designed to safeguard life or property against acts of God and\/or\ncriminal and\/or negligent acts, and the costs of maintaining of same); public\nliability, property damage, fire insurance, earthquake and flood coverage, all\nrisk or special form insurance coverage, rent interruption insurance coverage,\nthe costs of excess award above insurance aggregate, total compensation and\nbenefits (including premiums for workers' compensation and other insurance) paid\nto or on behalf of employees, including but not limited to full or part time on-\nsite management or maintenance personnel; personal property taxes; fire\nprotection and fire hydrant charges (including fire protection system signaling\ndevices, now or hereafter required, and the costs of maintaining of same); water\nand sewer charges; utility charges; license and permit fees necessary to operate\nand maintain the initial cost of or the reasonable depreciation of equipment\nused in operating and maintaining the Common Areas and rent paid for leasing any\nsuch equipment; reasonable cost of on or off site storage space of any and all\nitems used in conjunction with the operation, maintenance and management of the\nProject, including but not limited to tools, machinery, records, decorations,\ntables, benches, supplies and meters; the cost of and installation cost of any\nand all items which are installed for the purpose of reducing Operating\nExpenses, increasing building or public safety or which may be then required by\ngovernmental authority, laws, statutes, ordinances and\/or regulations, a use\nprivilege consisting of Base Rent and Operating Expenses allocated to the\nAmenities\/Athletic Facility and all costs and expenses arising from the\noperation of same. Lessor shall apply all of the following amounts received by\nLessor to reduce Operating Expenses; (1) fees paid by any user other than\ntenants of the Project (including, without limitation, the public and Lessee's\nemployees) for use of the Amenities\/Athletic Facility and any of the other\nCommon Areas; (2) base rent and additional rent paid by the operators of the\nAmenities\/Athletic Facility and any of the other Common Areas.\n\n     (b)  Payment.  Lessee shall pay Lessee's Share of Additional Rent in\n          -------                                                        \nmonthly installments on the first day of each month in an amount set forth in a\nwritten estimate by Lessor.  Lessor agrees that it will base its estimate on\nLessor's experience in managing office\/research and development projects and in\na reasonable manner.  Within ninety (90) days following the end of the period\nused by Lessor in estimating Lessor's cost, Lessor shall furnish to Lessee a\nstatement (hereinafter referred to as \"Lessor's Statement\") of the actual amount\nof Lessee's Share of such Additional Rent for such period.  Within thirty (30)\ndays thereafter, Lessee shall pay to Lessor, as Additional Rent, or Lessor shall\nremit to Lessee, as the case may be, the difference between the estimated\namounts paid by Lessee and the actual amount of Lessee's  Share of Additional\nRent for such period as shown by such Statement.  Lessee's Share of Additional\nRent for the ensuing estimation period shall be adjusted upward or downward\nbased upon Lessor's Statement.\n\n     (c)  Lessee's Share.  For purposes hereof, \"Lessee's Share\" shall mean\n          --------------                                                   \nthe rentable square footage of the Building subject to this Lease (at the time\nin question) divided by a number equal to the number of rentable square feet\nwhich is then constructed at the Project, in each case measured on a dripline\nbasis.\n\n     (d)  Exclusions.  For purposes of this Lease, the term Operating Expenses \n          ----------                                                 \nshall not\n\n                                       12\n\n \ninclude (and Lessee shall have no liability for) any of the following: initial\nconstruction of any Common Area improvements; legal fees, permit fees,\narchitectural and engineering fees related to the initial development and\nconstruction of the Project; marketing costs, costs of leasing commissions,\nattorneys' fees and other costs and expenses incurred in connection with\nnegotiations or disputes with prospective tenants or other occupants of the\nProject; costs (including permit, license and inspection costs) incurred in\nrenovating or otherwise improving, decorating or redecorating rentable space for\nprospective tenants or vacant rentable space; legal fees, space planner's fees\nand brokerage fees incurred in connection with the original development or\noriginal or future leasing of the Project; any bad debt loss, rent loss, or\nreserves for bad debts or rent loss; interest, charges and fees incurred on\ndebt, payments on mortgages and amounts paid as ground rental for the real\nproperty underlying the Project by the Lessor; any costs covered by any\nwarranty, rebate, guarantee or service contract which are actually collected by\nLessor (which shall not prohibit Lessor from passing through the costs of any\nsuch service contract if otherwise includable in Operating Expenses); interest,\nlate charges and tax penalties incurred as a result of Lessor's gross negligence\nor unwillingness to make payments or file returns when due; any costs\nrepresenting an amount paid to a person, firm, corporation or other entity\nrelated to Lessor which is in excess of the amount which would have been paid in\nthe absence of such relationship; capital costs incurred to bring the Premises\ninto compliance as of the Commencement Date with any use permit or design permit\nor laws applicable to the Premises, the Building or the Project. Nothing\ncontained in this Section shall prohibit or limit Lessor from passing through,\nin Article IX, any one or more specified items as part of the Community Facility\nDistrict Bond.\n\n                                   ARTICLE V\n                                   ---------\n                                      USE\n                                      ---\n\n     Section 5.01.  Permitted Use and Limitations on Use.  The Premises shall\n     ---------------------------------------------------                        \nbe used and occupied only for office, research and development, together with\nsuch ancillary uses which do not cause excessive wear of the Premises or\nincrease the potential liability of Lessor, and for no other use, without\nLessor's prior written consent which shall not be unreasonably withheld,\nconditioned or delayed so long as such use is lawful and does not conflict with\nany other provision of this Lease including without limitation the restrictions\nset forth in the following provisions of this Section.  Lessee shall not use,\nsuffer or permit the use of the Premises in any manner that will tend to create\nor constitute waste, nuisance or unlawful acts.  In no event shall it be\nunreasonable for Lessor to withhold its consent as to uses which it determines\nwould tend to increase materially the wear of the Premises or any part thereof\nor increase the potential liability of Lessor or decrease the marketability,\nfinancability, leasability or value of the Premises or Project.  Lessee shall\nnot do anything in or about the Premises which will (i) cause structural injury\nto the Building or Premises, or (ii) cause damage to any part of the Building or\nPremises except to the extent reasonably necessary for the installation of\nLessee's trade fixtures and Lessee's Alterations, and then only in a manner\nwhich has been first approved by Lessor in writing.  Lessee shall not operate\nany equipment within the Building or Premises which will (i) materially damage\nthe Building or the Common Area, (ii) overload existing electrical systems or\nother mechanical equipment servicing the Building, (iii) impair the efficient\noperation of the sprinkler system or the heating, ventilating or air\nconditioning (\"HVAC\") equipment within or\n\n                                       13\n\n \nservicing the Building, (iv) damage, overload or corrode the sanitary sewer\nsystem, or (v) damage the Common Area or any other part of the Project. Lessee\nshall not attach, hang or suspend anything from the ceiling, roof, walls or\ncolumns of the Building or set any load on the floor in excess of the load\nlimits for which such items are designed nor operate hard wheel forklifts within\nthe Premises. Any dust, fumes, or waste products generated by Lessee's use of\nthe Premises shall be contained and disposed so that they do not (i) create an\nunreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in\nthe violation of any law. Except as approved by Lessor, Lessee shall not change\nthe exterior of the Building, or the outside area of the Premises, or install\nany equipment or antennas on or make any penetrations of the exterior or roof of\nthe Building. Lessee shall not conduct on any portion of the Premises any sale\nof any kind, including any public or private auction, fire sale, going-out-of-\nbusiness sale, distress sale or other liquidation sale. No materials, supplies,\ntanks or containers, equipment, finished products or semifinished products, raw\nmaterials, inoperable vehicles or articles of any nature shall be stored upon or\npermitted to remain within the outside areas of the Premises except in fully\nfenced and screened areas outside the Building which have been designed for such\npurpose and have been approved in writing by Lessor for such use by Lessee.\n\n     Section 5.02.  Compliance with Law.\n     ---------------------------------- \n\n     (a)  Lessor shall deliver the Premises to Lessee on the Commencement Date\n(without regard to the use for which Lessee will use the Premises) free of\nviolations of any covenants or restrictions of record, or any applicable law,\nbuilding code, regulation or ordinance in effect on such Commencement Date,\nincluding without limitation, the Americans with Disability Act, and free of\nYear Two Thousand computer programming defects.\n\n     (b)  Except as provided in paragraph 5.02.(a), Lessee shall, at Lessee's\ncost and expense, comply promptly with all statutes, ordinances, codes, rules,\nregulations, orders, covenants and restrictions of record, and requirements\napplicable to the Premises and Lessee's use and occupancy of same in effect\nduring any part of the Lease Term, whether the same are presently foreseeable or\nnot, and without regard to the cost or expense of compliance.\n\n     (c)  By executing this Lease, Lessee acknowledges that it has reviewed\nand satisfied itself as to its compliance, or intended compliance with the\napplicable zoning and permit laws, hazardous materials and waste requirements,\nand all other statutes, laws, or ordinances relevant to the uses stated in\nSection 5.01., above.\n\n     Section 5.03. Condition of Premises at Commencement Date.  Subject to all \n     --------------------------------------------------------                \nof the terms of this Lease for the construction of Tenant Improvements, Lessor\nshall deliver the Building to Lessee on the Commencement Date with the Building\nplumbing, lighting, heating, ventilating, air conditioning, gas, electrical, and\nsprinkler systems and loading doors as set forth in Exhibit \"D\" in proper\noperating condition and built substantially in accordance with the approved\nplans therefor, and in a workmanlike manner. Except as otherwise provided in\nthis Lease, Lessee hereby accepts the Premises in their condition existing as of\nthe Commencement Date, subject to all applicable zoning, municipal, county and\nstate laws, ordinances and regulations governing and regulating the use and\ncondition of the Premises, and any covenants or\n\n                                       14\n\n \nrestrictions, liens, encumbrances and title exceptions of record, and accepts\nthis Lease subject thereto and to all matters disclosed thereby and by any\nexhibits attached hereto.  Lessee acknowledges that neither Lessor nor any agent\nof Lessor has made any representation or warranty as to the present or future\nsuitability of the Premises for the conduct of Lessee's business.\n\n     Section 5.04.  Defective Condition at Commencement Date.  In the event\n     -------------------------------------------------------                  \nthat it is determined, and Lessee notifies Lessor in writing within one year\nafter the Commencement Date, that any of the obligations of Lessor set forth in\nSection 2.04.(b),  Section 5.02.(a) or Section 5.03. were not performed, then it\nshall be the obligation of Lessor, and the sole right and remedy of Lessee,\nafter receipt of written notice from Lessee setting forth with specificity the\nnature of the failed performance, to promptly, within a reasonable time and at\nLessor's sole cost, correct same.  Except as to certain defects which remain\nLessor's responsibility under Section 6.01(b) Lessee's failure to give such\nwritten notice to Lessor within one year after the Commencement Date shall\nconstitute a conclusive presumption that Lessor has complied with all of\nLessor's obligations under the foregoing sections 2.04.(b), 5.02.(a) and 5.03.,\nand any required correction after that date shall be performed by Lessee, at its\nsole cost and expense.  At the end of the first year of the Lease Term, Lessor\nshall promptly assign to Lessee all of Lessor's contractor's, and\/or\nmanufacturer's guarantees, warranties, and causes of action which do not relate\nto Lessor's obligations under Section 6.01(b).\n\n     Section 5.05.  Building Security.  Lessee acknowledges and agrees that\n     --------------------------------                                         \nit assumes sole responsibility for security at the Premises for its agents,\nemployees, invitees, licensees, contractors, guests and visitors and will\nprovide such systems and personnel for same including, without limitation, the\nCommon Area as it deems necessary or appropriate and at its sole cost and\nexpense.  Lessee acknowledges and agrees that Lessor does not intend to provide\nany security system or security personnel at the Premises or Project, including,\nwithout limitation, at the Common Areas, provided, however, that nothing herein\nshall be deemed to prevent Lessor from providing such system or personnel in the\nfuture, the cost of which will be included in those items for which Lessee pays\nadditional rent.\n\n     Section 5.06.  Rules and Regulations.  Lessor may from time to time\n     -------------------------------------                              \npromulgate reasonable and nondiscriminatory rules and regulations applicable for\nthe care and orderly management of the Premises, the Project and\/or its Common\nArea.  Such rules and regulations shall be binding upon Lessor upon delivery of\na copy thereof to Lessor, and Lessor agrees to abide by such rules and\nregulations.  A copy of the initial Rules and Regulations is attached hereto as\nExhibit \"L.\"  If there is a conflict between the rules and regulations and any\nof the provisions of this Lease, the provisions of this Lease shall prevail.\nLessor shall not be responsible for the violation of any such rules and\nregulations by any person, including, without limitation, Lessee or its\nemployees, agents, invitees, licensees, guests, visitors or contractors.\n\n                                  ARTICLE VI\n                                  ----------\n                     MAINTENANCE, REPAIRS AND ALTERATIONS\n                     ------------------------------------\n\n     Section 6.01.  Maintenance of Premises.\n     -------------------------------------- \n\n                                       15\n\n \n     (a)  Throughout the Lease Term, Lessee, at its sole cost and expense, shall\nkeep, maintain, repair and replace the Premises (except as provided in 6.01.(b)\nand also except for uninsured maintenance, repairs or replacement costs caused\nsolely by an act of gross negligence or intentional misconduct by Lessor during\nthe Lease Term) and all improvements and appurtenances in or serving the\nPremises, including, without limitation, all interior and exterior walls, all\ndoors and windows, the roof membrane, all elevators and stairways, all wall\nsurfaces and floor coverings, all Tenant Improvements and alterations, additions\nand improvements installed during the Lease Term, all sewer, plumbing,\nelectrical, lighting, heating, ventilation and cooling systems, fire sprinklers,\nfire safety and security systems, fixture and appliances and all wiring and\nglazing, in the same good order, condition and repair as they are in on the\nCommencement Date, or may be put in during the Lease Term, reasonable wear\nexcepted, provided that wear which could be prevented by first class maintenance\nshall not be deemed reasonable.\n\n     (b)  Lessor, at its sole cost and expense, (and in addition to its\nobligations set forth in Section 5.04) shall repair defects in the exterior\nwalls (including all exterior glass which is damaged by structural defects in\nsuch exterior walls), supporting pillars, structural walls, roof structure and\nfoundations of the Building and sewer and plumbing systems outside the Building,\nprovided that the need for repair is not caused by Lessee, in which event Lessor\nshall, at Lessee's sole cost and expense, repair same.  Lessor shall replace the\nroof membrane of the Building, the parking lot surface, landscaping, drainage,\nirrigation, sprinkler and sewer and plumbing systems outside the Building\nsystems when the useful life of each has expired, and Lessee shall pay the cost\nof each replacement (which shall be amortized over the useful life of each such\nreplacement), together with annual interest at the Agreed Rate in equal monthly\ninstallments due and payable with installments of Base Rent provided that as to\nrepairs and replacements within the Common Area, Lessee shall pay its\nproportionate share as described in Section 4.05.   Lessee shall give Lessor\nwritten notice of any need of repairs which are the obligation of Lessor\nhereunder and Lessor shall have a reasonable time to perform same.  Should\nLessor default as provided in Section 12.03 with respect to its obligation to\nmake any of the repairs assumed by it hereunder with respect to the Building,\nLessee shall have the right to perform such repairs and Lessor agrees that\nwithin thirty (30) days after written demand accompanied by detailed invoice(s),\nit shall pay to Lessee the cost of any such repairs together with accrued\ninterest from the date of Lessee's payment at the Agreed Rate.  Lessor shall not\nbe liable to Lessee, its employees, invitees, or licensees for any damage to\nperson or property, and Lessee's sole right and remedy shall be the performance\nof said repairs by Lessee with right of reimbursement from Lessor of the\nreasonable fair market cost of said repairs, not exceeding the sum actually\nexpended by Lessee, together with accrued interest from the date of Lessee's\npayment at the Agreed Rate, provided that nothing herein shall be deemed to\ncreate a right of setoff or withholding by Lessee of Base Rent or Additional\nRent or any other amounts due herein.   Lessee hereby expressly waives all\nrights under and benefits of Sections 1941 and 1942 of the California Civil Code\nor under any similar law, statute or ordinance now or hereafter in effect to\nmake repairs and offset the cost of same against rent or to withhold or delay\nany payment of rent or any other of its obligations hereunder as a result of any\ndefault by Lessor under this Section 6.01.(b).\n\n                                       16\n\n \n     (c)  Lessee agrees to keep the Premises, both inside and out, clean and\nin sanitary condition as required by the health, sanitary and police ordinances\nand regulations of any political subdivision having jurisdiction and to remove\nall trash and debris which may be found in or around the Premises.  Lessee\nfurther agrees to keep the interior surfaces of the Premises, including, without\nlimitation, windows, floors, walls, doors, showcases and fixtures clean and neat\nin appearance.\n\n     (d)  If Lessee refused or neglects to commence such repairs and\/or\nmaintenance for which Lessee is responsible under this Article VI within a\nthirty (30) day period (or as soon as practical and in no event later than five\n(5) days, if the failure to initiate the repair threatens to cause further\ndamage to the Premises) after written notice from Lessor and thereafter\ndiligently prosecute the same to completion, then Lessor may (i) enter the\nPremises (except in an emergency, upon at least 24 hours advanced written\nnotice) during Lessor's business hours and cause such repairs and\/or maintenance\nto be made and shall not be responsible to Lessee for any loss or damage\noccasioned thereby and Lessee agrees that upon demand, it shall pay to Lessor\nthe reasonable cost of any such repairs, not exceeding the sum actually expended\nby Lessor, together with accrued interest from the date of Lessor's payment at\nthe Agreed Rate and (ii) elect to enter into a maintenance contract at a market\nrate for first-rate maintenance with a third party for the performance of all or\na part of Lessee's maintenance obligations, whereupon, Lessee shall be relieved\nfrom its obligations to perform only those maintenance obligations covered by\nsuch maintenance contract, and Lessee shall bear the entire cost of such\nmaintenance contract which shall be paid in advance, as Additional Rent, on a\nmonthly basis with Lessee's Base Rent payments.\n\n     Section 6.02.  Maintenance of Common Areas.  Subject to 6.01.(c) and \n     ------------------------------------------                                 \nsubject to Lessee paying Lessee's Share of the cost and expense for same\npursuant to Section 4.05 Lessor shall maintain, repair and replace all\nlandscape, hardscape and other improvements within the Common Areas and shall\noperate and manage the Amenities\/Athletic Facility and other Common Area\nfeatures and facilities described in Section 2.02 including without limitation,\nall landscape, hardscape and other improvements within the outside areas of the\nPremises located on the Property, including without limitation, landscaping,\ncurbs, walkways, driveways, parking areas and lighting and sprinkler systems.\n\n     Section 6.03. Alterations,  Additions and Improvements.  No alterations,\n     ------------------------------------------------------                     \nadditions, or improvements (\"Alterations\") shall be made to the Premises by\nLessee without the prior written consent of Lessor which Lessor will not\nunreasonably withhold, provided, however, that Lessee may make Alterations which\ndo not affect the Building systems, exterior appearance, structural components\nor structural integrity and which do not exceed collectively One Hundred\nThousand Dollars ($100,000) in cost within any twelve (12) month period, without\nLessor's prior written consent.   As a condition to Lessor's obligation to\nconsider any request for consent hereunder, Lessee shall pay Lessor upon demand\nfor the reasonable costs and expenses of consultants, engineers, architects and\nothers for reviewing plans and specifications and for monitoring the\nconstruction of any proposed Alterations.  Lessor may require Lessee to remove\nany such Alterations at the expiration or termination of the Lease Term and to\nrestore the Premises to their prior condition by written notice given on or\nbefore the earlier of (i) the expiration of the Lease\n\n                                       17\n\n \nTerm or (ii) thirty (30) days after termination of the Lease or (iii) thirty\n(30) days after a written request from Lessee for such notice from Lessor\nprovided, that, if Lessee requests same from Lessor, Lessor will notify Lessee\nwithin five (5) business days after receipt of Lessee's request and a copy of\nall plans and specifications for the proposed Alteration whether it will require\nremoval. All Alterations to be made to the Premises shall be made under the\nsupervision of a competent, California licensed architect and\/or competent\nCalifornia licensed structural engineer (each of whom has been approved by\nLessor) and shall be made in accordance with plans and specifications which have\nbeen furnished to and approved by Lessor in writing prior to commencement of\nwork. All Alterations shall be designed, constructed and installed at the sole\ncost and expense of Lessee by California licensed architects, engineers, and\ncontractors approved by Lessor, in compliance with all applicable law, and in\ngood and workmanlike manner. Any Alteration except furniture and trade fixtures,\nshall become the property of Lessor at the expiration, or sooner termination of\nthe Lease, unless Lessor directs otherwise, provided that Lessee shall retain\ntitle to all furniture and trade fixtures placed on the Premises. All heating,\nlighting, electrical, air conditioning, full height partitioning (but not\nmoveable, free standing cubicle-type partitions which do not extend to the\nceiling or connect to Building walls), drapery and carpeting installations made\nby Lessee together with all property that has become an integral part of the\nPremises, shall be and become the property of Lessor upon the expiration, or\nsooner termination of the Lease, and shall not be deemed trade fixtures. Within\nthirty (30) days after completion of any Alteration, Lessee, Lessee shall\nprovide Lessor with a complete set of \"as built\" plans for same.\n\n     Section 6.04.  Covenant Against Liens.  Lessee shall not allow any liens\n     -------------------------------------                                     \narising from any act or omission of Lessee to exist, attach to, be placed on, or\nencumber Lessor's or Lessee's interest in the Premises or Project, or any\nportion of either, by operation of law or otherwise.  Lessee shall not suffer or\npermit any lien of mechanics, material suppliers, or others to be placed against\nthe Premises or Project, or any portion of either, with respect to work or\nservices performed or claimed to have been performed for Lessee or materials\nfurnished or claimed to have been furnished to Lessee or the Premises.  Lessor\nhas the right at all times to post and keep posted on the Premises any notice\nthat it considers necessary for protection from such liens.  At least seven (7)\ndays before beginning construction of any Alteration, Lessee shall give Lessor\nwritten notice of the expected commencement date of that construction to permit\nLessor to post and record a notice of nonresponsibility.  If any such lien\nattaches or Lessee received notice of any such lien, Lessee shall cause the lien\nto be immediately released and removed of record.  Despite any other provision\nof this Lease, if the lien is not released and removed within twenty (20) days\nafter Lessor delivers notice of the lien to Lessee, Lessor may immediately take\nall action necessary to release and remove the lien, without any duty to\ninvestigate the validity of it.  All expenses (including reasonable attorney\nfees and the cost of any bond) incurred by Lessor in connection with a lien\nincurred by Lessee or its removal shall be considered Additional Rent under this\nLease and be immediately due and payable by Lessee.\n\n     Section 6.05  Reimbursable Capital Expenditures.  Except for items of\n     -----------------------------------------------\ncapital expenditures which are to be made at Lessor's sole cost and expense\npursuant to the first sentence of Section 6.01(b) above, capital expenditures,\ntogether with interest thereon at the Agreed Rate, for any replacement item at\nthe Premises made by Lessor in excess of Ten\n\n                                       18\n\n \nThousand Dollars ($10,000.00) during the Lease Term shall be amortized over the\nremaining Lease Term for the useful life of such replacement item within the\nnumerator being the number of months remaining in the Lease Term and the\ndenominator being the number of months of the \"useful life\" of the improvements.\nLessee shall be obligated for such amortized portion of any such expenditure in\nequal monthly installments due and payable with each installment of Base Rent.\n\n\n                                  ARTICLE VII\n                                   INSURANCE\n                                        \n     Section 7.01.  Property\/Rental Insurance for Premises: At all times during\n     -----------------------------------------------------                     \nthe Lease Term, Lessor shall keep the Premises and Project insured against loss\nor damage by fire and those risks normally included in the term \"all risk,\"\nincluding, without limitation, coverage for (i) earthquake and earthquake\nsprinkler leakage, (ii) flood, (iii) loss of rents and extra expense for\neighteen (18) months, including scheduled rent increases, (iv) boiler and\nmachinery, (v) Tenant Improvements and (vi) fire damage legal liability form,\nincluding waiver of subrogation.  Any deductibles shall be paid by Lessee.  The\namount of such insurance shall not be less than 100% of replacement cost.\nInsurance shall include a Building Ordinance and Increased Cost of Construction\nEndorsement insuring the increased cost of reconstructing the Premises incurred\ndue to the need to comply with applicable statutes, ordinances and requirements\nof all municipal, state and federal authorities now in force, which or may be in\nforce hereafter.  Any recovery received from said insurance policy shall be paid\nto Lessor and thereafter applied by Lessor to the reconstruction of the Premises\nin accordance with the provisions of Article VIII below.  Lessee, in addition to\nthe rent and other charges provided herein, shall reimburse Lessor for the cost\nof the premiums for all such insurance covering the Premises in accordance with\nArticle IV.  Such reimbursement and shall be made within (15) days of Lessee's\nreceipt of a copy of Lessor's statement therefor.  Lessee shall pay to Lessor\nany deductible (subject to the above conditions) owing within fifteen (15) days\nafter receipt of notice from Lessor of the amount owing.  To the extent\ncommercially available, Lessor's insurance shall have a deductible not greater\nthan fifteen percent (15%) for earthquake and ten percent (10%) for the basic\n\"all risk\" coverage.   Lessor shall use commercially reasonable efforts to\nobtain competitive rates, while maintaining its discretion as a prudent project\nmanager to select insurers and coverage Lessor believes to be appropriate.\n\n     Section 7.02.  Property Insurance for Fixtures and Inventory.  At all\n     ------------------------------------------------------------           \ntimes during the Lease Term, Lessee shall, at its sole expense, maintain\ninsurance with \"all risk\" coverage on any fixtures, furnishings, merchandise\nequipment or personal property in or on the Premises, whether in place as of the\ndate hereof or installed hereafter. The amount of such insurance shall not be\nless than one hundred percent (100%) of the replacement cost thereof, and Lessor\nshall not have any responsibility nor pay any cost for maintaining any types of\nsuch insurance. Lessee shall pay all deductibles.\n\n                                       19\n\n \n     Section 7.03.  Lessor's Liability Insurance.   During the Lease Term,\n     --------------------------------------------                         \nLessor shall maintain a policy or policies of comprehensive general liability\ninsurance naming Lessor (and such others as designated by Lessor) against claims\nand liability for bodily injury, property damage on our about the Premises, with\ncombined single limit coverage in an amount determined by Lessor in its sole\ndiscretion (which amount is currently Fifty Million Dollars ($50,000,000.00));\nprovided that if such policy is a blanket policy that covers properties (other\nthan the Project) owned by Lessor, only that portion allocable to the Project\nshall be payable hereunder.  Lessee, in addition to the rent and other charges\nprovided herein, agrees to pay Lessee's Share of the premiums for all such\ninsurance in accordance with Article IV.\n\n     Section 7.04.  Liability Insurance Carried by Lessee.  At all times during\n     ----------------------------------------------------                      \nthe Lease Term (and any holdover period) Lessee shall obtain and keep in force a\ncommercial general liability policy of insurance protecting Lessee, Lessor and\nany Lender(s) whose names are provided to Lessee as Additional Insureds against\nclaims and liability for bodily injury, personal injury and property damage\nbased upon involving or arising out of ownership, use, occupancy or maintenance\nof the Premises and all areas appurtenant thereto.  Such insurance shall be on\nan occurrence basis providing a single limit coverage in amount of not less than\nTen Million Dollars ($10,000,000) per occurrence with an Additional Lessors or\nPremises Endorsements and containing an \"Amendment of the Pollution Exclusion\nEndorsement\" for damage caused by heat, smoke, fumes from a hostile fire.  The\nlimits of said insurance required by this Lease as carried by Lessee shall not,\nhowever limit the liability of Lessee nor relieve Lessee of any obligation\nhereunder.  All insurance to be carried by the Lessee shall be primary to and\nnot contributory with, any similar insurance carried by Lessor whose insurance\nshall be considered excess insurance only.\n\n     Section 7.05. Lessee to Furnish Proof of Insurance.    Lessee shall furnish\n     ---------------------------------------------------                        \nto Lessor prior to the Commencement Date, and at least thirty (30) days prior to\nthe expiration date of any policy, certificates indicating that the property\ninsurance and liability insurance required to be maintained by Lessee is in full\nforce and effect for the twelve (12) month period following such expiration\ndate; that Lessor has been named as an additional insured to the extent of\ncontractual liability assumed in Section 7.07. \"indemnification\" and Section\n7.08. \"Lessor as Party Defendant\"; and that all such policies will not be\ncanceled unless thirty (30) days' prior written notice of the proposed\ncancellation has been given to Lessor.  The insurance shall be with insurers\napproved by Lessor, provided, however, that such approval shall not be\nunreasonably withheld so long as Lessee's insurance carrier has a Best's\nInsurance Guide rating not less than A+ VIII.\n\n     Section 7.06.  Mutual Waiver of Claims and Subrogation Rights.    Lessor\n     -------------------------------------------------------------           \nand Lessee hereby release and relieve the other, and waive their entire claim of\nrecovery for loss or damage to property arising out of or incident to fire,\nlightning, and the other perils included in a standard \"all risk\" insurance\npolicy of a type described in Sections 7.01 and 7.02 above, when such property\nconstitutes the Premises, or is in, on or about the Premises, whether or not\nsuch loss or damage is due to the negligence of Lessor or Lessee, or their\nrespective agents, employees, guests, licensees, invitees, or contractors.\nLessee and Lessor waive all rights of subrogation \n\n                                       20\n\n \nagainst each other on behalf of, and shall obtain a waiver of all subrogation\nrights from, all property and casualty insurers referenced above.\n\n     Section 7.07.  Indemnification and Exculpation.\n     ---------------------------------------------- \n\n     (a)     Except as otherwise provided in Section 7.07.(b), Lessee shall\nindemnify and hold Lessor free and harmless from any and all liability, claims,\nloss, damages, causes of action (whether in tort or contract, law or equity, or\notherwise), expenses, charges, assessments, fines, and penalties of any kind,\nincluding without limitation, reasonable attorney fees, expert witness fees and\ncosts, arising by reason of the death or injury of any person, including any\nperson who is an employee, agent, invitee, licensee, permittee, visitor, guest\nor contractor of Lessee, or by reason of damage to or destruction of any\nproperty, including property owned by Lessee or any person who is an employee,\nagent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly\ncaused (1) while that person or property is in or about the Premises; (2) by\nsome condition of the Premises; (3) by some act or omission by Lessee or its\nagent, employee, licensee, invitee, guest, visitor or contractor or any person\nin, adjacent, on, or about the Premises with the permission, consent or\nsufferance of Lessee; (4) by any matter connected to or arising out of Lessee's\noccupation and use of the Premises, or any breach or default in timely\nobservance or performance of any obligation on Lessee's part to be observed or\nperformed under this Lease.\n\n     (b)     Notwithstanding the provisions of Section 7.07.(a) of this Lease,\nLessee's duty to indemnify and hold Lessor harmless shall not apply to any\nliability, claims, loss or damages arising solely from Lessor's active\nnegligence, willful acts of misconduct or default under this Lease of its\nobligations under Section 5.04.\n\n     (c)     Lessee hereby waives all claims against Lessor for damages to\ngoods, wares and merchandise and all other personal property in, on or about the\nPremises and for injury or death to persons in, on or about the Premises from\nany cause arising at any time to the fullest extent permitted by law.  In no\nevent shall Lessor be liable (i) for lost profits or other consequential damages\narising from any cause or (ii) for any damage which is or could be covered by\nthe insurance Lessee is required to carry under this Lease.\n\n     Section 7.08.  Lessor as Party Defendant.    If by reason of an act or\n     ----------------------------------------                              \nomission of Lessee or any of its employees, agents, invitees, licensee,\nvisitors, guests or contractors, Lessor is made a party defendant or a cross-\ndefendant to any action involving the Premises or this Lease, Lessee shall hold\nharmless and indemnify Lessor from all liability or claims of liability,\nincluding all damages, attorney fees and costs of suit.\n\n                                 ARTICLE VIII\n                                 ------------\n                             DAMAGE OR DESTRUCTION\n                             ---------------------\n\n     Section 8.01.  Destruction of the Premises.\n     ------------------------------------------ \n\n     (a) In the event of a partial destruction of the Premises (i.e., less than\nfifty percent (50%) of its Rentable Area) during the Lease Term from any cause,\nLessor, upon receipt of, and \n\n                                       21\n\n \nto the extent of, insurance proceeds paid in connection with such casualty,\nshall forthwith repair the same, provided the repairs can be made within a\nreasonable time under state, federal, county and municipal applicable law, but\nsuch partial destruction shall in no way annul or void this Lease, (except as\nprovided in Section 8.01.(b) below) provided that Lessee shall be entitled to a\nproportionate credit for rent equal to rental income insurance proceeds received\nby Lessor, provided that if Lessor failed to carry such insurance as required by\nArticle VII hereof, Lessee shall nonetheless be entitled to an abatement of rent\nto the same extent as if Lessor had carried such insurance from such insurance\nas is required under Section 7.01. Lessor shall use diligence in making such\nrepairs within a reasonable time period, subject to the Force Majeure provisions\nof Section 17.21, in which instance the time period shall be extended\naccordingly, and this Lease shall remain in full force and effect, with the rent\nto be proportionately reduced as provided in this Section. If the Premises are\ndamaged by any peril within twelve (12) months prior to the last day of the\nLease Term and, in the reasonable opinion of the Lessor's architect or\nconstruction consultant, the restoration of the Premises cannot be substantially\ncompleted within ninety (90) days after the date of such damage and such damage\nrenders unusable more than thirty percent (30%) of the Premises, Lessor may\nterminate this Lease on sixty (60) days written notice to Lessee.\n\n     (b)     If the Building is damaged or destroyed by any cause to the extent\nof more than fifty percent (50%) of its total Rentable Area during the Lease\nTerm, Lessor shall notify Lessee within sixty (60) days after such damage or\ndestruction whether it will repair the same within nine months (9) (subject to\nthe Force Majeure provision of Section 17.21) from the date of such notice and\nif Lessor states that it will not repair within said nine months (9) (subject to\nforce majeure) this Lease shall terminate ten (10) business days after Lessor\ngives its notice.  In the event of termination, Lessee shall pay to Lessor all\ninsurance proceeds, if any, received by Lessee as a result of the damage or\ndestruction to the extent allocable to the Building for unamortized Tenant\nImprovements or other Alterations installed therein at Lessee's sole cost and\nexpense.\n\n     Section 8.02.  Waiver of Civil Code Remedies.  Lessee hereby expressly\n     --------------------------------------------                          \nwaives any rights to terminate this Lease upon damage or destruction to the\nPremises, including without limitation any rights pursuant to the provisions of\nSection 1932, Subdivisions 1 and 2 and Section 1933, Subdivision 4, of the\nCalifornia Civil Code, as amended from time-to-time, and the provisions of any\nsimilar law hereinafter enacted.\n\n     Section 8.03.  No Abatement of Rentals.  The Base Rent, Additional Rent and\n     --------------------------------------                                     \nother charges due under this Lease shall not be reduced or abated by reason of\nany damage or destruction to the Premises (except as provided in Section\n8.01.(a) above with respect to rental loss insurance), and Lessor shall be\nentitled to all proceeds of the insurance maintained pursuant to Section 7.01.\nabove during the period of rebuilding pursuant to Section 8.01. above, or if the\nLease is terminated pursuant to Section 8.01. above.  Lessee shall have no claim\nagainst Lessor, including, without limitation, for compensation for\ninconvenience or loss of business, profits or goodwill during any period of\nrepair or reconstruction.\n\n                                       22\n\n \n     Section 8.04.  Liability for Personal Property.  In no event shall Lessor\n     ----------------------------------------------                           \nhave any liability for, nor shall it be required to repair or restore, any\ninjury or damage to Lessee's personal property or to any other personal property\nor to Alterations in or upon the Premises by Lessee.\n\n                                 ARTICLE IX\n                                 ----------\n                              REAL PROPERTY TAXES\n                              -------------------\n\n     Section 9.01.  Payment of Taxes.    Subject to Lessee timely paying Lessor\n     -------------------------------                                           \nthe same in advance as provided below, Lessor shall pay all real property taxes,\nincluding any escaped or supplemental tax and any form of real estate tax or\nassessment, general, special, ordinary or extraordinary, and any license, fee,\ncharge, excise or imposition (\"real property tax\"), imposed, assessed or levied\non or with respect to the Project by any Federal, State, County, City or other\npolitical subdivision or public authority having the direct or indirect power to\ntax, including, without limitation, any improvement district or any community\nfacilities district (including with respect to a district established for\npurposes of constructing the Seaport Boulevard improvements and other\nimprovements as required in the Development Agreement or by the City of Redwood\nCity (\"Community Facility District Bond\"), as against any legal or equitable\ninterest of Lessor in the Project or against the Project or any part thereof\napplicable to the Project for all periods of time included within the Lease Term\n(as the same may be extended and during any holdover period), as well as any\ngovernment or private cost sharing agreement assessments made for the purpose of\naugmenting or improving the quality of services and amenities normally provided\nby government agencies.  All such payments shall be made by Lessee directly\npursuant to Section 4.05 hereof no later than ten (10) days after Lessor's\ndelivery to Lessee of a statement of the real property tax due, together with a\ncopy of the applicable tax bill.  Notwithstanding the foregoing, Lessee shall\nnot be required to pay any net income taxes, franchise taxes, or any succession\nor inheritance taxes of Lessor.  If at anytime during the Lease Term, the State\nof California or any political subdivision of the state, including any county,\ncity, city and county, public corporation, district, or any other political\nentity or public corporation of this state, levies or assesses against Lessor a\ntax, fee, charge, imposition or excise on rents under the Lease, the square\nfootage of the Premises or Project, the act of entering into this Lease, or the\noccupancy of Lessee, or levies or assesses against Lessor any other tax, fee, or\nexcise, however described, including, without limitation, a so-called value\nadded, business license, transit, commuter, environmental or energy tax fee,\ncharge or excise or imposition related to the Project as a direct substitution\nin whole or in part for, or in addition to, any real property taxes on the\nProject the same shall be included n real property taxes and Lessee shall pay\nten (10) days before delinquency or ten (10) days after receipt of the tax bill,\nwhichever is later, that tax, fee, charge, excise or imposition except to the\nextent estimated real property taxes are billed and paid monthly. Real property\ntaxes payable by Lessee hereunder shall not include real property taxes\napplicable to other office\/research and development buildings or the legal\nparcels on which such buildings are located, but Lessee shall pay one hundred\npercent (100%) of real property taxes applicable to the Property.\n\n     Section 9.02.  Pro Ration for Partial Years.    If any such taxes paid by\n     -------------------------------------------                              \nLessee shall cover any period prior to the Commencement Date or after the\nExpiration Date of the Lease Term, Lessee's share of such taxes shall be\nequitably prorated to cover only the period of time within the tax fiscal year\nduring which this Lease shall be in effect, and Lessor shall reimburse Lessee to\n\n                                       23\n\n \nany extent required.  If Lessee shall fail to pay any such taxes, Lessor shall\nhave the right to pay the same in which case Lessee shall repay such amount to\nLessor within ten (10) days after written demand, together with interest at the\nAgreed Rate.\n\n     Section 9.03.  Personal Property Taxes.\n     -------------------------------------- \n\n     (a)     Lessee shall pay prior to delinquency all taxes imposed, assessed\nagainst and levied upon trade fixtures, furnishings, equipment and all other\npersonal property of Lessee contained in the Premises or elsewhere.  When\npossible, Lessee shall cause said trade fixtures, furnishings, equipment and all\nother personal property to be assessed and billed separately from the real\nproperty of Lessor.\n\n     (b)     If any of Lessee's said personal property shall be assessed with\nLessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee\nwithin ten (10) days after receipt of a written statement setting forth the\ntaxes applicable to Lessee's property.\n\n     (c)     If Lessee shall fail to pay any such taxes, Lessor shall have the\nright to pay the same, in which case Lessee shall repay such amount to Lessor\nwith Lessee's next rent installment together with interest at the Agreed Rate.\n\n                                   ARTICLE X\n                                   ---------\n                                   UTILITIES\n                                   ---------\n                                        \n     Section 10.01. Lessee to Pay.    Lessee shall pay prior to delinquency and\n     ----------------------------                                              \nthroughout the Lease Term, all charges for water, gas, heating, cooling, sewer,\ntelephone, electricity, garbage, air conditioning and ventilation, janitorial\nservice, landscaping and all other materials and utilities supplied to the\nPremises.  The disruption, failure, lack or shortage of any service or utility\ndue to any cause whatsoever shall not affect any obligation of Lessee hereunder,\nand Lessee shall faithfully keep and observe all the terms, conditions and\ncovenants of this Lease and pay all rent due hereunder, all without diminution,\ncredit or deduction.\n\n                                 ARTICLE XI\n                                 ----------\n                           ASSIGNMENT AND SUBLETTING\n                           -------------------------\n\n     Section 11.01.  Lessor's Consent Required.     Except as provided in\n     -----------------------------------------                           \nSection 11.02, Lessee shall not voluntarily or by operation of law assign,\ntransfer, mortgage, sublet, license or otherwise transfer or encumber all or any\npart of Lessee's interest in this Lease or in the Premises or any part thereof,\nwithout Lessor's prior written consent which Lessor shall not unreasonably\nwithhold or delay.  Lessor shall respond in writing to Lessee's request for\nconsent hereunder in a timely manner and any attempted assignment, transfer,\nmortgage, encumbrance, subletting or licensing without such consent shall be\nvoid, and shall constitute a breach of this Lease.  By way of example, but not\nlimitation, reasonable grounds for denying consent include: (i) poor credit\nhistory or insufficient financial strength of transferee, (ii) transferee's\nintended use of the Premises is inconsistent with the permitted use or will\nmaterially and adversely affect Lessor's interest.  Lessee shall reimburse\nLessor upon demand for Lessor's reasonable costs and expenses \n\n                                       24\n\n \n(including attorneys' fees, architect fees and engineering fees) involved in\nrenewing any request for consent whether or not consent is granted, provided\nthat Lessee's obligation for attorneys' fees shall not exceed One Thousand\nDollars ($1,000) unless any of the documents involved in the transaction become\nthe subject of negotiation.\n\n     Section 11.02.  Lessee Affiliates.    Lessee may assign or sublet the\n     ---------------------------------                                    \nPremises, or any portion thereof, to any corporation which controls, is\ncontrolled by, or is under common control with Lessee, or to any corporation\nresulting from the merger or consolidation with Lessee, or to any person or\nentity which acquires all of Lessee's stock or all, or substantially all of the\nassets of Lessee as a going concern of the business that is being conducted on\nthe Premises (\"Affiliate\"), provided that said assignee or sublessee assumes, in\nfull, the obligations of Lessee under this Lease and provided further that the\nuse to which the Premises will be put does not materially change.  Any such\nassignment shall not, in any way, affect or limit the liability of Lessee under\nthe terms of this Lease.\n\n     Section 11.03.  No Release of Lessee.     Regardless of Lessor's consent,\n     ------------------------------------                                     \nno subletting or assignment shall release Lessee of Lessee's obligation or alter\nthe primary liability of Lessee to pay the rent and to perform all other\nobligations to be performed by Lessee hereunder.  The acceptance of rent by\nLessor from any other person shall not be deemed consent to any subsequent\nassignment or subletting.  In the event of default by any assignee of Lessee or\nany successor of Lessee, in the performance of any of the terms hereof, Lessor\nmay proceed directly against Lessee without the necessity of exhausting remedies\nagainst said assignee.\n\n     Section 11.04.  Excess Rent.    In the event Lessor shall consent to a\n     ---------------------------                                           \nsublease or an assignment, Lessee shall pay to Lessor with its regularly\nscheduled Base Rent payments, fifty percent (50%) of all sums and the fair\nmarket value of all consideration collected or received by Lessee from a\nsublessee or assignee which are in excess of the Base Rent and Additional Rent\ndue and payable with respect to the subject space  pursuant to Article IV for\nthe time period encompassed by the sublease or assignment term, after first\ndeducting (i) reasonable leasing commissions paid by Lessee with respect to such\nsublease or assignment, and (ii) that portion of the cost of Tenant Improvements\npaid by Lessee (up to $30.00 per square foot) which remains unamortized (using\nan amortization schedule of the first sixty (60) months of the Lease Term)\nduring any portion of the sublease or assignment term.\n\n     Section 11.05.  No Impairment of Security.     Lessee's written request to\n     -----------------------------------------                                 \nLessor for consent to an assignment or subletting or other form of transfer\nshall be accompanied by (a) the name and legal composition of the proposed\ntransferee; (b) the nature of the proposed transferee's business to be carried\non in the Premises; (c) the terms and provisions of the proposed transfer\nagreement; and (d) such financial and other reasonable information as Lessor may\nrequest concerning the proposed transferee.\n\n     Section 11.06.  Lessor's Recapture Rights.\n     ----------------------------------------- \n\n     (a) Lessor's Recapture Rights.      Notwithstanding any other provision of\n         -------------------------                                             \nthis Article 11, in the event that Lessee proposes to sublease or assign or\notherwise transfer any interest in \n\n                                       25\n\n \nthis Lease or the Premises or any part thereof affecting (collectively with all\nother such subleases, assignments, or transfers then in effect) more than fifty\npercent (50%) of the square footage of the Rentable Area of the Building\n(Recapture Space) for more than fifty percent (50%) of the then remaining Lease\nTerm, then Lessor shall have the option to recapture the Recapture Space by\nwritten notice to Lessee (Recapture Notice) given within ten (10) business days\nafter Lessor receives any notice of such proposed assignment or sublease or\nother transfer (\"Transfer Notice\"). A timely Recapture Notice terminates this\nLease for the Recapture Space, effective as of the date specified in the\nTransfer Notice. If Lessor declines or fails timely to deliver a Recapture\nNotice, Lessor shall have no further right under this Section 11.06 to the\nRecapture Space unless it becomes available again after transfer by Lessee.\n\n     (b) Consequences of Recapture.     To determine the new Base Rent under\n         -------------------------                                          \nthis Lease if Lessor recaptures the Recapture Space, the then current Base Rent\n(immediately before Lessor's recapture) under the Lease shall be multiplied by a\nfraction, numerator of which is the square feet of the Rentable Area retained by\nLessee after Lessor's recapture and the denominator of which is the total square\nfeet of the Rentable Area before Lessor's recapture.  The Additional Rent, to\nthe extent that it is calculated on the basis of the square feet within the\nBuilding, shall be reduced to reflect Lessee's proportionate share based on the\nsquare feet of the Building retained by Lessee after Lessor's recapture.  This\nLease as so amended shall continue thereafter in full force and effect.  Either\nparty may require written confirmation of the amendments to this Lease\nnecessitated by Lessor's recapture of the Recapture Space.  If Lessor recaptures\nthe Recapture Space, Lessor shall, at Lessor's sole expense, construct, paint,\nand furnish any partitions required to segregate the Recapture Space from the\nremaining Premises retained by Lessee as well as arrange separate metering of\nutilities.\n\n                                 ARTICLE XII\n                                 -----------\n                              DEFAULTS; REMEDIES\n                              ------------------\n\n     Section 12.01.  Defaults.     The occurrence of any one or more of the\n     ------------------------                                              \nfollowing events shall constitute a material default and breach of this Lease by\nLessee:\n\n     (a) The abandonment of the Premises by Lessee or the commission of waste at\nthe Premises or the making of an assignment or subletting in violation of\nArticle XI, provided however, abandonment shall be considered to not occur if\nthe Premises are maintained and occupied to the extent necessary to maintain the\ninsurance on each and every portion of the Premises;\n\n     (b) The failure by Lessee to make any payment of rent or any other payment\nrequired to be made by Lessee hereunder, as and when due, if such failure\ncontinues for a period of five (5) business days after written notice thereof\nfrom Lessor to Lessee.  In the event that Lessor serves Lessee with a Notice to\nPay Rent or Quit in the form required by applicable Unlawful Detainer statutes\nsuch Notice shall constitute the notice required by this paragraph, provided\nthat the cure period stated in the Notice shall be five (5) business days rather\nthan the statutory three (3) days;\n\n                                       26\n\n \n     (c) Lessee's failure to provide (i) any instrument or assurance as required\nby Section 7.05 or (ii) estoppel certificate as required by Section 15.01 or\n(iii) any document subordinating this Lease to a Lender's deed of trust if such\nfailure continues for five (5) business days after written notice of the\nfailure.  In the event Lessor serves Lessee with a Notice to Perform Covenant or\nQuit in the form required by applicable Unlawful Detainer Statutes, such Notice\nshall constitute the notice required by this paragraph, provided that the cure\nperiod stated in the Notice shall be five (5) business days rather than the\nstatutory three (3) days;\n\n     (d) The failure by Lessee to observe or perform any of the covenants,\nconditions or provisions of this Lease to be observed or performed by Lessee,\nother than described in paragraph (a) (b) or (c) above, if such failure\ncontinues for a period of ten (10) days after written notice thereof from Lessor\nto Lessee; provided, however, that if the nature of Lessee's default is such\nthat more than ten (10) days are reasonably required for its cure, then Lessee\nshall not be deemed to be in default if Lessee commences such cure within said\nten (10) day period and thereafter diligently prosecutes such cure to\ncompletion;\n\n     (e) (i) The making by Lessee of any general arrangement or assignment for\nthe benefit of creditors; (ii) the filing by Lessee of a voluntary petition in\nbankruptcy under Title 11 U.S.C. or the filing of an involuntary petition\nagainst Lessee which remains uncontested for a period of sixty days; (iii) the\nappointment of a trustee or receiver to take possession of substantially all of\nLessee's assets located at the Premises or of Lessee's interest in this Lease;\nor (iv) the attachment, execution or other judicial seizure of substantially all\nof Lessee's assets located at the Premises or of Lessee's interest in this\nLease, provided, however, in the event that any provisions of this Section\n12.01(e) is contrary to any applicable law, such provision shall be of no force\nor effect;\n\n     (f) The discovery by Lessor that any financial statement given to Lessor by\nLessee, or any guarantor of Lessee's obligations hereunder, was materially\nfalse.\n\n     (g) The occurrence of a material default and breach by Lessee under any\nother Lease between Lessee and Lessor (or any affiliate of Lessor) for Premises\nin Pacific Shores Center.\n\n     Section 12.02.  Remedies.     In the event of any such material default and\n     ------------------------                                                   \nbreach by Lessee, Lessor may at any time thereafter, and without limiting Lessor\nin the exercise of any right or remedy which Lessor may have by reason of such\ndefault and breach:\n\n     (a) Terminate Lessee's right to possession of the Premises by any lawful\nmeans including by way of unlawful detainer (and without any further notice if a\nnotice in compliance with the unlawful detainer statutes and in compliance with\nparagraphs (b), (c) and (d) of Section 12.01 above has already been given), in\nwhich case this Lease shall terminate and Lessee shall immediately surrender\npossession of the Premises to Lessor.  In such event Lessor shall be entitled to\nrecover from Lessee all damages incurred by Lessor by reason of Lessee's default\nincluding, but not limited to, (i) the cost of recovering possession of the\nPremises including reasonable attorney's fees related thereto; (ii) the worth at\nthe time of the award of any unpaid rent that had been earned at the time of the\ntermination, to be computed by allowing interest at the Agreed Rate but in no\ncase greater than the maximum amount of interest permitted by law, \n\n                                       27\n\n \n(iii) the worth at the time at the time of the award of the amount by which the\nunpaid rent that would have been earned between the time of the termination and\nthe time of the award exceeds the amount of unpaid rent that Lessee proves could\nreasonably have been avoided, to be computed by allowing interest at the Agreed\nRate but in no case greater than the maximum amount of interest permitted by\nlaw, (iv) the worth at the time of the award of the amount by which the unpaid\nrent for the balance of the Lease Term after the time of the award exceeds the\namount of unpaid rent that Lessee proves could reasonably have been avoided, to\nbe computed by discounting that amount at the discount rate of the Federal\nReserve Bank of San Francisco at the time of the award plus one per cent (1%),\n(v) any other amount necessary to compensate Lessor for all the detriment\nproximately caused by Lessee's failure to perform obligations under this Lease,\nincluding brokerage commissions and advertising expenses, expenses of remodeling\nthe Premises for a new tenant (whether for the same or a different use), and any\nspecial concessions made to obtain a new tenant, and (vi) any other amounts, in\naddition to or in lieu of those listed above, that may be permitted by\napplicable law.\n\n     (b) Maintain Lessee's right to possession as provided in Civil Code Section\n1951.4 in which case this Lease shall continue in effect whether or not Lessee\nshall have abandoned the Premises.  In such event Lessor shall be entitled to\nenforce all of Lessor's rights and remedies under this Lease, including the\nright to recover the rent as it becomes due hereunder.\n\n     (c) Pursue any other remedy now or hereafter available to Lessor under the\nlaws or judicial decisions of the state of California. Unpaid amounts of rent\nand other unpaid monetary obligations of Lessee under the terms of this Lease\nshall bear interest from the date due at the Agreed Rate.\n\n     Section 12.03. Default by Lessor.    Lessor shall not be in default under\n     --------------------------------                                         \nthis Lease unless Lessor fails to perform obligations required of Lessor within\na reasonable time, but in no event later than thirty (30) days after written\nnotice by Lessee to Lessor and to the holder of any first mortgage or deed of\ntrust covering the Premises whose name and address shall have theretofore been\nfurnished to Lessee in writing, specifying that Lessor has failed to perform\nsuch obligation; provided, however, that if the nature of Lessor's obligation is\nsuch that more than thirty (30) days are reasonably required for performance\nthen Lessor shall not be in default if Lessor commences performance within such\nthirty day period and thereafter diligently prosecutes the same to completion.\nIn the event Lessor does not commence performance within the thirty (30) day\nperiod provided herein, Lessee may perform such obligation and will be\nreimbursed for its expenses by Lessor together with interest thereon at the\nAgreed Rate.  Lessee waives any right to terminate this Lease or to vacate the\nPremises on Lessor's default under this Lease.  Lessee's sole remedy on Lessor's\ndefault is an action for damages or injunctive or declaratory relief.\nNotwithstanding the foregoing, nothing herein shall be deemed applicable in the\nevent of Lessor's delay in delivery of the Premises. In that situation, all\nrights and remedies shall be determined under Section 3.01 above.\n\n     Section 12.04.  Late Charges.    Lessee hereby acknowledges that late\n     ----------------------------                                         \npayment by Lessee to Lessor of rent and other sums due hereunder will cause\nLessor to incur costs not contemplated by this Lease, the exact amount of which\nwill be extremely difficult to ascertain. Such costs \n\n                                       28\n\n \ninclude, but are not limited to, processing and accounting charges, and late\ncharges which may be imposed on Lessor by the terms of any mortgage or trust\ndeed covering the Premises. Accordingly, if any installment of rent or any other\nsum due from Lessee shall not be received by Lessor or Lessor's designated agent\nwithin five (5) days after such amount is due and owing, Lessee shall pay to\nLessor a late charge equal to five percent (5%) of such overdue amount. The\nparties hereby agree that such late charge represents a fair and reasonable\nestimate of the costs Lessor will incur by reason of late payment by Lessee.\nAcceptance of such late charge by Lessor shall in no event constitute a waiver\nof Lessee's default with respect to such overdue amount, nor prevent Lessor from\nexercising any of the other rights and remedies granted hereunder. In the event\nthat a late charge is payable hereunder, whether or not collected, for three (3)\nconsecutive installments of rent, then rent shall automatically become due and\npayable quarterly in advance, rather than monthly, notwithstanding Section 4.01\nor any other provision of this Lease to the contrary.\n\n                                  ARTICLE XIII\n                                  ------------\n                           CONDEMNATION OF PREMISES.\n                           -------------------------\n\n     Section 13.01.  Total Condemnation.    If the entire Premises, whether by\n     ----------------------------------                                       \nexercise of governmental power or the sale or transfer by Lessor to any\ncondemnor under threat of condemnation or while proceedings for condemnation are\npending, at any time during the Lease Term, shall be taken by condemnation such\nthat there does not remain a portion suitable for occupation, this Lease shall\nthen terminate as of the date transfer of possession is required. Upon such\ncondemnation, all rent shall be paid up to the date transfer of possession is\nrequired, and Lessee shall have no claim against Lessor or the award for the\nvalue of the unexpired portion of this Lease Term.\n\n     Section 13.02.  Partial Condemnation.    If any portion of the Premises is\n     ------------------------------------                                      \ntaken by condemnation during the Lease Term, whether by exercise of governmental\npower or the sale for transfer by Lessor to an condemnor under threat of\ncondemnation or while proceedings for condemnation are pending, this Lease shall\nremain in full force and effect except that in the event a partial taking leaves\nthe Premises unfit for the conduct of the business of Lessee, then Lessee shall\nhave the right to terminate this Lease effective upon the date transfer of\npossession is required. Moreover, Lessor shall have the right to terminate this\nLease effective on the date transfer of possession is required if more than\nthirty-three percent (33%) of the total square footage of the Premises is taken\nby condemnation. Lessee and Lessor may elect to exercise their respective rights\nto terminate this Lease pursuant to this Section by serving written notice to\nthe other within thirty (30) days after receipt of notice of condemnation. All\nrent shall be paid up to the date of termination, and Lessee shall have no claim\nagainst Lessor for the value of any unexpired portion of the Lease Term. If this\nLease shall not be canceled, the rent after such partial taking shall be that\npercentage of the adjusted base rent specified herein, equal to the percentage\nwhich the square footage of the untaken part of the Premises, immediately after\nthe taking, bears to the square footage of the entire Premises immediately\nbefore the taking. If Lessee's continued use of the Premises requires\nalterations and repair by reason of a partial taking, all such alterations and\nrepair shall be made by Lessee at Lessee's expense.  Lessee \n\n                                       29\n\n \nwaives all rights it may have under California Code of Civil Procedure Section\n1265.130 or otherwise, to terminate this Lease based on partial condemnation.\n\n     Section 13.03. Award to Lessee.    In the event of any condemnation,\n     ------------------------------                                      \nwhether total or partial, Lessee shall have the right to claim and recover from\nthe condemning authority such compensation as may be separately awarded or\nrecoverable by Lessee for loss of its business fixtures, or equipment belonging\nto Lessee immediately prior to the condemnation.  The balance of any\ncondemnation award shall belong to Lessor (including, without limitation, any\namount attributable to any excess of the market value of the Premises for the\nremainder of the Lease Term over the then present value of the rent payable for\nthe remainder of the Lease Term) and Lessee shall have no further right to\nrecover from Lessor or the condemning authority for any claims arising out of\nsuch taking, provided that Lessee shall have the right to make a separate claim\nin the condemnation proceeding, as long as the award payable to Lessor is not\nreduced thereby, for the taking of the unamortized (using the first sixty (60)\nmonths of the initial Lease Term as the amortization period) value of any Tenant\nImprovements paid for by Lessee which are not removed by Lessee.\n\n                                  ARTICLE XIV\n                                  -----------\n                                ENTRY BY LESSOR\n                                ---------------\n\n     Section 14.01.  Entry by Lessor Permitted.    Lessee shall permit Lessor\n     -----------------------------------------                               \nand its employees, agents and contractors to enter the Premises and all parts\nthereof (i) upon twenty-four (24) hours notice (or without notice in an\nemergency), including without limitation, the Building and all parts thereof at\nall reasonable times for any of the following purposes:  to inspect the\nPremises; to maintain the Premises; to make such repairs to the Premises as\nLessor is obligated or may elect to make; to make repairs, alterations or\nadditions to any other portion of the Premises and (ii) upon twenty-four (24)\nhours notice to show the Premises and post \"To Lease\" signs for the purposes of\nreletting during the last twelve (12) months of the Lease Term (provided that\nLessee has failed to exercise its option to extend) or extended Lease Term to\nshow the Premises as part of a prospective sale by Lessor or to post notices of\nnonresponsibility.  Lessor shall have such right of entry without any rebate of\nrent to Lessee for any loss of occupancy or quiet enjoyment of the Premises\nhereby occasioned.\n\n                                   ARTICLE XV\n                                   ----------\n                              ESTOPPEL CERTIFICATE\n                              --------------------\n                                        \n     Section 15.01.  Estoppel Certificate.\n     ------------------------------------ \n\n     (a) Lessee shall at any time upon not less than fifteen (15) days' prior\nwritten notice from Lessor execute, acknowledge and deliver to Lessor a\nstatement in writing (i) certifying, if true, that this Lease is unmodified and\nin full force and effect (or, if modified, stating the nature of such\nmodification and certifying, if true, that this Lease, as so modified, is in\nfull force and effect) and the date to which the rent and other charges are paid\nin advance, if any, and (ii) acknowledging, if true, that there are not, to\nLessee's knowledge, any uncured defaults on the part of Lessor hereunder, or\nspecifying such defaults if any are claimed and (iii) certifying or\n\n                                       30\n\n \nacknowledging such other matters as are requested by any prospective lender or\nbuyer which are reasonably related to the loan or sale transaction.  Any such\nstatement may be conclusively relied upon by any prospective purchaser or\nencumbrancer of the Premises.\n\n     (b)    Lessee's failure to deliver such statement within such time shall be\nconclusive upon Lessee (i) that this Lease is in full force and effect, without\nmodification except as may be represented by Lessor, (ii) that there are no\nuncured defaults in Lessor's performance, and (iii) that not more than one\nmonth's rent has been paid in advance.\n\n                                  ARTICLE XVI\n                                  -------------\n                               LESSOR'S LIABILITY\n                               ------------------\n\n     Section 16.01.  Limitations on Lessor's Liability.    The term \"Lessor\" as\n     -------------------------------------------------                         \nused herein shall mean only the owner or owners at the time in question of the\nfee title of the Premises.  In the event of any transfer of such title or\ninterest, Lessor herein named (and in case of any subsequent transfers then the\ngrantor) shall be relieved from and after the date of such transfer of all\nliability as respects Lessor's obligations thereafter to be performed, provided\nthat any funds in the hands of Lessor or the then grantor at the time of such\ntransfer, in which Lessee has an interest, shall be delivered to the grantee.\nThe obligations contained in this Lease to be performed by Lessor shall, subject\nas aforesaid, be binding on Lessor's successors and assigns, only during their\nrespective periods of ownership.  For any breach of this Lease by Lessor, the\nliability of Lessor (including all persons and entities that comprise Lessor,\nand any successor Lessor) and any recourse by Lessee against Lessor shall be\nlimited to the interest of Lessor, and Lessor's successors in interest, in and\nto the Premises.  On behalf of itself and all persons claiming by, through, or\nunder Lessee, Lessee expressly waives and releases Lessor and each member, agent\nand employee of Lessor from any personal liability for breach of this Lease.\n\n                                  ARTICLE XVII\n                                  ------------\n                               GENERAL PROVISIONS\n                               ------------------\n\n     Section 17.01.  Severability.     The invalidity of any provision of this\n     ----------------------------                                             \nLease as determined by a court of competent jurisdiction, shall in no way affect\nthe validity of any other provision hereof.\n\n     Section 17.02.  Agreed Rate Interest on Past-Due Obligations.     Except as\n     ------------------------------------------------------------               \nexpressly herein provided, any amount due to either party not paid when due\nshall bear interest at the Bank of America prime rate plus one percent (1%)\n(\"Agreed Rate\").  Payment of such interest shall not excuse or cure any default\nby Lessee under this Lease. Despite any other provision of this Lease, the total\nliability for interest payments shall not exceed the limits, if any, imposed by\nthe usury laws of the State of California.  Any interest paid in excess of those\nlimits shall be refunded to the payor by application of the amount of excess\ninterest paid against any sums outstanding in any order that payee requires.  If\nthe amount of excess interest paid exceeds the sums outstanding, the portion\nexceeding those sums shall be refunded in cash to the payor by the payee.  To\nascertain whether any interest payable exceeds the limits imposed, any\nnonprincipal \n\n                                       31\n\n \npayment (including late charges) shall be considered to the extent permitted by\nlaw to be an expense or a fee, premium, or penalty rather than interest.\n\n     Section 17.03.  Time of Essence.     Time is of the essence in the\n     -------------------------------                                   \nperformance of all obligations under this Lease.\n\n     Section 17.04.  Additional Rent.     Any monetary obligations of Lessee to\n     -------------------------------                                           \nLessor under the terms of this Lease shall be deemed to be Additional Rent and\nLessor shall have all the rights and remedies for the nonpayment of same as it\nwould have for nonpayment of Base Rent, except that the one year requirement of\nCode of Civil Procedure Section 1161(2) shall apply only to scheduled\ninstallments of Base Rent and not to any Additional Rent.  All references to\n\"rent\" (except specific references to either Base Rent or Additional Rent) shall\nmean Base Rent and Additional Rent.\n\n     Section 17.05.  Incorporation of Prior Agreements, Amendments and Exhibits.\n     --------------------------------------------------------------------------\nThis Lease (including Exhibits A, B, C, D, E, F, G, H, I, J, K and L) contains\nall agreements of the parties with respect to any matter mentioned herein.  No\nprior agreement or understanding pertaining to any such matter shall be\neffective.  This Lease may be modified in writing only, signed by the parties in\ninterest at the time of the modification. Except as otherwise stated in this\nLease, Lessee hereby acknowledges that neither the Lessor nor any employees or\nagents of the Lessor has made any oral or written warranties or representations\nto Lessee relative to the condition or use by Lessee of said Premises and Lessee\nacknowledges that Lessee assumes all responsibility regarding the Occupational\nSafety Health Act, the legal use and adaptability of the Premises and the\ncompliance thereof with all applicable laws and regulations in effect during the\nLease Term except as otherwise specifically stated in this Lease. Neither party\nhas been induced to enter into this Lease by, and neither party is relying on,\nany representation or warranty outside those expressly set forth in this Lease.\n\n     Section 17.06.  Notices.\n     ----------------------- \n\n     (a) Written Notice.    Any notice required or permitted to be given\n         --------------                                                 \nhereunder shall be in writing and shall be given by a method described in\nparagraph (b) below and shall be addressed to Lessee or to Lessor at the\naddresses noted below, next to the signature of the respective parties, as the\ncase may be. Either party may by notice to the other specify a different address\nfor notice purposes. A copy of all notices required or permitted to be given to\nLessor hereunder shall be concurrently transmitted to such party or parties at\nsuch addresses as Lessor may from time to time hereafter designate by notice to\nLessee, but delay or failure of delivery to such person shall not affect the\nvalidity of the delivery to Lessor or Lessee.\n\n     (b)  Methods of Delivery:\n          ------------------- \n\n          (i) When personally delivered to the recipient, notice is effective on\ndelivery.  Delivery to the person apparently designated to receive deliveries at\nthe subject address is personally delivered if made during business hours (e.g.\nreceptionist).\n\n                                       32\n\n \n          (ii) When mailed by certified mail with return receipt requested,\nnotice is effective on receipt if delivery is confirmed by a return receipt.\n\n          (iii)     When delivery by overnight delivery Federal\nExpress\/Airborne\/United Parcel Service\/DHL WorldWide Express with charges\nprepaid or charged to the sender's account, notice is effective on delivery if\ndelivery is confirmed by the delivery service.\n\n     (c) Refused, Unclaimed or Undeliverable Notices.     Any correctly\n         -------------------------------------------                   \naddressed notice that is refused, unclaimed, or undeliverable because of an act\nor omission of the party to be notified shall be considered to be effective as\nof the first date that the notice was refused, unclaimed, or considered\nundeliverable by the  postal authorities, messenger, or overnight delivery\nservice.\n\n     Section 17.07.  Waivers.     No waiver of any provision hereof shall be\n     -----------------------                                                \ndeemed a waiver of any other provision hereof or of any subsequent breach of the\nsame or any other provisions.  Any consent to, or approval of, any act shall not\nbe deemed to render unnecessary the obtaining of consent to or approval of any\nsubsequent act.  The acceptance of rent hereunder by Lessor shall not be a\nwaiver of any preceding breach by Lessee of any provision hereof, other than the\nfailure of Lessee to pay the particular rent so accepted, regardless of Lessor's\nknowledge of such preceding breach at the time of acceptance of such rent.\n\n     Section 17.08.  Recording.     Either Lessor or Lessee shall, upon request\n     -------------------------                                                 \nof the other, execute, acknowledge and deliver to the other a \"short form\"\nmemorandum of this Lease for recording purposes, provided that Lessee shall also\nsimultaneously execute in recordable form and delivering to Lessor a Quit Claim\nDeed as to its leasehold and any other interest in the Premises and hereby\nauthorizes Lessor to date and record the same only upon the expiration or sooner\ntermination of this Lease.\n\n     Section 17.09.  Surrender of Possession; Holding Over.\n     ----------------------------------------------------- \n\n     (a)   At the expiration of the Lease, Lessee agrees to deliver up and\nsurrender to Lessor possession of the Premises and all improvements thereon\nbroom clean and, in as good order and condition as when possession was taken by\nLessee, excepting only ordinary wear and tear (wear and tear which could have\nbeen avoided by first class maintenance practices and in accordance with\nindustry standards shall not be deemed \"ordinary\").  Upon expiration or sooner\ntermination of this Lease, Lessor may reenter the Premises and remove all\npersons and property therefrom.  If Lessee shall fail to remove any personal\nproperty which it is entitled or obligated to remove from the Premises upon the\nexpiration or sooner termination of this Lease, for any cause whatsoever,\nLessor, at its option, may remove the same and store or dispose of them, and\nLessee agrees to pay to Lessor on demand any and all expenses incurred in such\nremoval and in making the Premises free from all dirt, litter, debris and\nobstruction, including all storage and insurance charges.  If the Premises are\nnot surrendered at the end of the Lease Term, Lessee shall indemnify Lessor\nagainst loss or liability resulting from delay by Lessee in so surrendering the\nPremises, including, without limitation, actual damages for lost rent and with\nrespect to any claims of a successor occupant.\n\n                                       33\n\n \n     (b)  If Lessee, with Lessor's prior written consent, remains in possession\nof the Premises after expiration of the Lease Term and if Lessor and Lessee have\nnot executed an express written agreement as to such holding over, then such\noccupancy shall be a tenancy from month to month at a monthly Base Rent\nequivalent to one hundred fifty percent (150%) of the monthly rental in effect\nimmediately prior to such expiration, such payments to be made as herein\nprovided for Base Rent. In the event of such holding over, all of the terms of\nthis Lease, including the payment of Additional Rent all charges owing hereunder\nother than rent shall remain in force and effect on said month to month basis.\n\n     Section 17.10.  Cumulative Remedies.     No remedy or election hereunder by\n     -----------------------------------                                        \nLessor shall be deemed exclusive but shall, wherever possible, be cumulative\nwith all other remedies at law or in equity, provided that notice and cure\nperiods set forth in Article XII are intended to extend and modify statutory\nnotice provisions to the extent expressly stated in Section 12.01.\n\n     Section 17.11.  Covenants and Conditions.     Each provision of this Lease\n     -----------------------------------------                                 \nto be observed or performed by Lessee shall be deemed both a covenant and a\ncondition.\n\n     Section 17.12.  Binding Effect; Choice of Law.     Subject to any\n     ----------------------------------------------                   \nprovisions hereof restricting assignment or subletting by Lessee and subject to\nthe provisions of Article XVI, this Lease shall bind the parties, their personal\nrepresentatives, successors and assigns.  This Lease shall be governed by the\nlaws of the State of California and any legal or equitable action or proceeding\nbrought with respect to the Lease or the Premises shall be brought in Santa\nClara County, California.\n\n     Section 17.13.  Lease to be Subordinate.     Lessee agrees that this Lease\n     ----------------------------------------                                  \nis and shall be, at all times, subject and subordinate to the lien of any\nmortgage or other encumbrances which Lessor may create against the Premises\nincluding all renewals, replacements and extensions thereof provided, however,\nthat regardless of any default under any such mortgage or encumbrance or any\nsale of the Premises under such mortgage, so long as Lessee timely performs all\ncovenants and conditions of this Lease and continues to make all timely payments\nhereunder, this Lease and Lessee's possession and rights hereunder shall not be\ndisturbed by the mortgagee or anyone claiming under or through such mortgagee.\nLessee shall execute any documents subordinating this Lease within ten (10) days\nafter delivery of same by Lessor so long as the Lender agrees therein that this\nLease will not be terminated if Lessee is not in default following a\nforeclosure, including, without limitation, any Subordination Non-Distribution\nand Attornment Agreement (\"SNDA\") which is substantially in the form attached\nhereto as Exhibit \"F.\"\n\n     Section 17.14.  Attorneys' Fees.     If either party herein brings an\n     -------------------------------                                      \naction to enforce the terms hereof or to declare rights hereunder, the\nprevailing party in any such action, on trial or appeal, shall be entitled to\nrecover its reasonable attorney's fees, expert witness fees and costs as fixed\nby the Court.\n\n     Section 17.15.  Signs.     Lessee shall not place any sign upon the\n     ---------------------                                              \nexterior of the Building without Lessor's prior written consent, which consent\nshall not be unreasonably withheld and \n\n                                       34\n\n \nsubject to approval by the City of Redwood. Lessee, at its sole cost and\nexpense, after obtaining Lessor's prior written consent, shall install, maintain\nand remove prior to expiration of this Lease (or within ten (10) days after any\nearlier termination of this Lease) all signage in full compliance with (i) all\napplicable law, statutes, ordinances and regulations and (ii) all provisions of\nthis Lease concerning alterations.\n\n     Section 17.16.  Merger.     The voluntary or other surrender of this Lease\n     -----------------------                                                   \nby Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall\nnot work a merger, and shall, at the option of Lessor, terminate all or any\nexisting subtenancies or may, at the option of Lessor, operate as an assignment\nto Lessor of any or all of such subtenancies.\n\n     Section 17.17.  Guarantor.  [Intentionally Omitted]\n     --------------------------                         \n\n     Section 17.18.  Quiet Possession.     Upon Lessee timely paying the rent\n     ---------------------------------                                       \nfor the Premises and timely observing and performing all of the covenants,\nconditions  and provisions on Lessee's part to be observed and performed\nhereunder, Lessee shall have quiet possession of the Premises for the entire\nLease Term, subject to all of the provisions of this Lease.\n\n     Section 17.19.  Easements.     Lessor reserves to itself the right, from\n     --------------------------                                              \ntime to time, to grant such easements, rights and dedications that Lessor deems\nnecessary or desirable, and to cause the recordation of Parcel Maps and\nconditions, covenants and restrictions, so long as such easements, rights,\ndedications, Maps and conditions, covenants and restrictions do not unreasonably\ninterfere with the use of the Premises by Lessee.  Lessee shall sign any of the\naforementioned or other documents, and take such other actions, which are\nreasonably necessary or appropriate to accomplish such granting recordation and\nsubordination of the Lease to same, upon request of Lessor, and failure to do so\nwithin ten (10) business days of a written request to do so shall constitute a\nmaterial breach of this Lease.\n\n     Section 17.20.  Authority.     Each individual executing this Lease on\n     --------------------------                                            \nbehalf of a corporation, limited liability company or partnership represents and\nwarrants that he or she is duly authorized to execute and deliver this Lease on\nbehalf of such entity in accordance with a duly adopted resolution of the\ngoverning group of the entity empowered to grant such authority, and that this\nLease is binding upon said entity in accordance with its terms.  Each party\nshall provide the other with a certified copy of its resolution within ten (10)\ndays after execution hereof, but failure to do so shall in no manner (i) be\nevidence of the absence of authority or (ii) affect the representation or\nwarranty.\n\n     Section 17.21.  Force Majeure Delays.     In any case where either party\n     -------------------------------------                                   \nhereto is required to do any act (other than the payment of money), delays\ncaused by or resulting from Acts of God or Nature, war, civil commotion, fire,\nflood or other casualty, labor difficulties, shortages of labor or materials or\nequipment, government regulations, delay by government or regulatory agencies\nwith respect to approval or permit process, unusually severe weather, or other\ncauses beyond such party's reasonable control the time during which act shall be\ncompleted, shall be deemed to be extended by the period of such delay, whether\nsuch time be designated by a fixed date, a fixed time or \"a reasonable time.\"\n\n                                       35\n\n \n     Section 17.22.   Hazardous Materials.\n     ------------------------------------\n\n     (a) Definition of Hazardous Materials and Environmental Laws.  \"Hazardous\n         --------------------------------------------------------             \nMaterials\" means any (a) substance, product, waste or other material of any\nnature whatsoever which is or becomes listed  regulated or addressed pursuant to\nthe Comprehensive Environmental Response, Compensation and Liability Act, 42\nU.S.C. sections 9601, et seq.  (\"CERCLA\"); the Hazardous Materials\nTransportation Act (\"HMTA\") 49 U.S.C. section 1801, et seq., the Resource\nConservation and Recovery Act, 42 U.S.C. section 6901, et seq. (\"RCRA\"); the\nToxic Substances Control Act, 15 U.S.C. sections 2601, et seq. (\"TSCA\"); the\nClean Water Act, 33 U.S.C. sections 1251, et seq.; the California Hazardous\nWaste Control Act, Health and Safety Code sections 25100, et seq.; the\nCalifornia Hazardous Substances Account Act, Health and Safety Code sections\n26300, et seq.; the California Safe Drinking Water and Toxic Enforcement Act,\nHealth and Safety Code sections 25249.5, et seq.; California Health and Safety\nCode sections 25280, et seq.; (Underground Storage of Hazardous Substances); the\nCalifornia Hazardous Waste Management Act, Health and Safety Code sections\n25170.1, et seq.; California Health and Safety Code sections 25501. et seq.\n(Hazardous Materials Response Plans and Inventory); or the Porter-Cologne Water\nQuality Control Act, California Water Code sections 13000, et seq., all as\namended, or any other federal, state or local statute, law, ordinance,\nresolution, code, rule, regulation, order or decree regulating, relating to or\nimposing liability (including, but not limited to, response, removal and\nremediation costs) or standards of conduct or performance concerning any\nhazardous, toxic or dangerous waste, substance or material, as now or at any\ntime hereafter may be in effect (collectively, \"Environmental Laws\"); (b) any\nsubstance, product, waste or other material of any nature whatsoever whose\npresence in and of itself may give rise to liability under any of the above\nstatutes or under any statutory or common law theory based on negligence,\ntrespass, intentional tort, nuisance, strict or absolute liability or under any\nreported decisions of a state or federal court, (c) petroleum or crude oil,\nincluding but not limited to petroleum and petroleum products contained within\nregularly operated motor vehicles and (d) asbestos.\n\n     (b) Lessor's Representations and  Disclosures.  Lessor represents that it\n         -----------------------------------------                            \nhas provided Lessee with a description of the Hazardous Materials on or beneath\nthe Property as of the date  hereof, attached hereto as Exhibit I and\nincorporated herein by reference and that except as described in the documents\nidentified in Exhibit \"I,\" Lessor has no actual knowledge of any Hazardous\nMaterials at the Property.  Lessee acknowledges that in providing the attached\nExhibit I, Lessor has satisfied its obligations of disclosure pursuant to\nCalifornia Health &amp; Safety Code Section 25359.7 which requires:\n\n          \"Any owner of nonresidential real property who knows, or has\nreasonable  cause to believe,  that any release  of hazardous  substances  has\ncome  to be  located  on  or   beneath  that  real property shall,  prior to the\nsale, lease or rental of the real property by that owner, give written notice of\nthat condition to the buyer, lessee or renter of the real property.\"\n\n     (c) Use of Hazardous Materials. Lessee shall not cause or permit any\n         --------------------------                                      \nHazardous Materials to be brought upon, kept or used in, on or about the Project\nby Lessee, its agents, \n\n                                       36\n\n \nemployees, contractors, licensee, guests, visitors or invitees without the prior\nwritten consent of Lessor. Lessor shall not unreasonably withhold such consent\nso long as Lessee demonstrates to Lessor's reasonable satisfaction that such\nHazardous Materials are necessary or useful to Lessee's business and will be\nused, kept and stored in a manner that complies with all applicable\nEnvironmental Laws. Lessee shall, at all times, use, keep, store, handle,\ntransport, treat or dispose all such Hazardous Materials in or about the\nProperty in compliance with all applicable Environmental Laws. Lessee shall\nremove all Hazardous Materials used or brought onto the Property during the\nLease Term from the Project prior to the expiration or earlier termination of\nthe Lease.\n\n     (d) Lessee's Environmental Indemnity.  Lessee agrees to indemnify and hold\n         --------------------------------                                      \nLessor harmless from any liabilities, losses, claims, damages, penalties, fines,\nattorney fees, expert fees, court costs, remediation costs, investigation costs,\nor other expenses resulting from or arising out of the use, storage, treatment,\ntransportation, release, presence, generation, or disposal of Hazardous\nMaterials on, from or about the Project, and\/or subsurface or ground water,\nafter the Commencement Date from an act or omission of Lessee (or Lessee's\nsuccessor), its agents, employees, invitees, vendors, contractors, guests or\nvisitors.\n\n     (e) Lessee's Obligation to Promptly Remediate.  If the presence of\n         -----------------------------------------                     \nHazardous Materials on the Premises after the Commencement Date results from an\nact or omission of Lessee (or Lessee's successors), its agents, employees,\ninvitees, vendors, contractors, guests, or visitors results in contamination or\ndeterioration of the Property or any water or soil beneath the Property, Lessee\nshall promptly take all action necessary or appropriate to investigate and\nremedy that contamination, at its sole cost and expense, provided that Lessor's\nconsent to such action shall first be obtained, which consent shall not be\nunreasonably withheld.  In no event shall Lessee be responsible for, and Lessor\nshall indemnify and hold Lessee harmless with respect to, remediation of\nHazardous Materials identified in Exhibit \"I\" which are at the Premises prior to\nthe Commencement Date.\n\n     (f) Notification.  Lessor and Lessee each agree to promptly notify the\n         ------------                                                      \nother of any communication received from any governmental entity concerning\nHazardous Materials or the violation of Environmental Laws that relate to the\nProperty.\n\n     Section 17.23. Modifications Required by Lessor's Lender.     If any lender\n     ---------------------------------------------------------                  \nof Lessor requires a modification of this Lease that will not increase Lessee's\ncost or expense or materially and adversely change Lessee's rights and\nobligations, this Lease shall be so modified and Lessee shall execute whatever\ndocuments are required by such lender and deliver them to Lessor within ten (10)\ndays after the request.\n\n     Section 17.24.  Brokers.     Lessor and Lessee each represents to the other\n     ------------------------                                                   \nthat it has had no dealings with any real estate broker or agent in connection\nwith the negotiation of this Lease, except for the real estate brokers or agents\nidentified on the signature page hereof (\"Brokers\") and that they know of no\nother real estate broker or agent who is entitled to a commission or finder's\nfee in connection with this Lease.  Each party shall indemnify, protect, defend,\nand hold harmless the other party against all claims, demands, losses,\nliabilities, lawsuits, judgments, and \n\n                                       37\n\n \ncosts and expenses (including reasonable attorney fees) for any leasing\ncommission, finder's fee, or equivalent compensation alleged to be owning on\naccount of the indemnifying party's dealings with any real estate broker or\nagent other than the Brokers. The terms of this Section 17.24 shall survive the\nexpiration or earlier termination of the Lease Term.\n\n     Section 17.25.   [Intentionally Omitted]\n     ---------------                         \n\n     Section 17.26.  Acknowledgment of Notices.    Lessor has provided and\n     -----------------------------------------                            \nLessee hereby acknowledges receipt of the Notices attached as Exhibits J and K\nhereto, concerning the presence of certain uses and operations of neighboring\nparcels of land.\n\n                                       38\n\n \n     Section 17.27.  List of Exhibits.\n     ---------------------------------\n                                                                       Ref. Page\n                                                                       ---------\n\nEXHIBIT A: Real Property Legal Description,\n               Site Plan, and Building Elevations (Omitted)\n\nEXHIBIT B: Plans and Specifications for Shell Building (Omitted)\n\nEXHIBIT C: Work Letter Agreement for Tenant\n               Improvements and Interior Specification Standards (Omitted)\n\nEXHIBIT D: Cost Responsibilities of Lessor and Lessee (Omitted)\n\nEXHIBIT E: Memorandum of Commencement of Lease\n               Term and Schedule of Base Rent (Omitted)\n\nEXHIBIT F: SNDA (Omitted)\n\nEXHIBIT G: Signage Exhibit (Omitted)\n\nEXHIBIT H: Guaranty of Lease [Intentionally Omitted]\n\nEXHIBIT I: Hazardous Materials Disclosure (Omitted)\n\nEXHIBIT J: Notice to Tenants (Omitted)\n\nEXHIBIT K: Notice to Tenants (Omitted)\n\nEXHIBIT L: Rules and Regulations (Omitted)\n\n                                       39\n\n \nLESSOR AND LESSEE EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN\nADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION\nCONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND\nVOLUNTARY CONSENT THERETO.  EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE\nIS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE\nAND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE\nPREMISES.\n\n     Executed at San Jose, California, as of the reference date.\n\nLESSOR:                                ADDRESS:\n\nPacific Shores Center, LLC,            c\/o Jay Paul Company\n____________________________           353 Sacramento Street, Suite 1740\n                                       San Francisco, California 94111\nBy:    \/s\/ Jay Paul              \n   -------------------------\n     Jay Paul, President\n                                       With a copy to:\n\n                                       Thomas G. Perkins, Esq.\n                                       99 Almaden Blvd., 8th Floor\n                                       San Jose, CA 95113\n                                       Telephone: 408-993-9911\n                                       Facsimile:   408-286.3312\n\n\nLESSEE:                                ADDRESS:\n\nAT HOME CORPORATION\na Delaware corporation                 _______________________\n                                       _______________________\nBy:    \/s\/ Ken Goldman                 (Before Commencement Date)\n   -------------------------\n     (Type or print name)              Pacific Shores Center\n                                       Building 8               \nIts:      CFO                          Redwood City, CA          \n    ------------------------           (After Commencement Date) \n                                                                 \n\n                                       40\n\n \n                                BROKER EXECUTION\n                                ----------------\n\n     By signing below, the indicated real estate broker or agent is not being\nmade a party hereto, but is signifying its agreement with the provisions hereof\nconcerning brokerage.\n\nBROKER FOR LESSEE:                       \n\nBT Commercial Real Estate                \n                                         \nBy:  \/s\/ Mike Connor\n   ----------------------------\n     Mike Connor\n         (Type or print name)\n\n\n                                       41\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9583,9579],"class_list":["post-41948","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41948","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41948"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41948"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41948"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41948"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}