{"id":41979,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/world-trade-center-north-seattle-wa-lease-agreement-wrc-wall.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"world-trade-center-north-seattle-wa-lease-agreement-wrc-wall","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/world-trade-center-north-seattle-wa-lease-agreement-wrc-wall.html","title":{"rendered":"World Trade Center North (Seattle, WA) Lease Agreement &#8211; WRC Wall Street LLC and Visio Corp."},"content":{"rendered":"<pre> \n                                LEASE AGREEMENT\n                                        \n                           WORLD TRADE CENTER NORTH\n                                        \n\n       THIS LEASE made this 18\/th\/ day of December, 1998 between WRC WALL STREET\nLLC, a Washington limited liability company (\"Landlord\"), and VISIO CORPORATION,\na Washington corporation (\"Tenant\").\n\n       As parties hereto, Landlord and Tenant agree:\n\n       1.   LEASE DATA AND EXHIBITS. The following terms as used herein shall \n            -----------------------\nhave the meanings provided in this Section 1, unless otherwise specifically\nmodified by provisions of this Lease:\n\n            (a)  Building: Known as World Trade Center North, or such other name\n                 --------\nas Landlord and Tenant may, pursuant to Section 37(k) below, designate from time\nto time, situated on a portion of the real property more particularly described\nin Section 2 hereof, with an address of 2415 Elliott Avenue, Seattle, WA 98101.\nThe Building will be constructed above a three-story parking garage (the\n\"Garage\") that will be owned by the Port of Seattle. In order to construct the\nBuilding, Landlord will purchase a fee simple interest in the air rights above\nthe Garage (together with all other rights acquired under the Purchase Agreement\ndefined below, the \"Air Rights\"). Although Landlord does not presently own the\nAir Rights, Landlord, as assignee of Wright Runstad Associates Limited\nPartnership (\"WRALP\"), has the right to acquire them pursuant to that certain\nAir Rights Purchase and Sale Agreement with the Port of Seattle dated December\n24, 1997 (the \"Purchase Agreement\"). Landlord represents to Tenant that the\nPurchase Agreement is the only agreement between Landlord or any of its\naffiliates and the Port of Seattle with respect to the Air Rights, and that to\nLandlord's knowledge there are no defaults under the Purchase Agreement and it\nis in full force and effect. Landlord hereby covenants to fully comply with its\nobligations under the Purchase Agreement and to purchase the Air rights, all as\nnecessary for Landlord to fulfill its obligations hereunder. Notwithstanding the\nfact that Landlord does not presently own the Air Rights, Landlord shall be\nbound hereunder as though it did presently own them, and upon Landlord's\nacquisition of the Air Rights this Lease shall become an encumbrance on the Air\nRights.\n\n            (b)  Premises:  Consisting of the area on Floors one, two, three,\n                 --------\nfour and five (1,2,3,4 and 5) of the Building, as outlined on the floor plans\nattached hereto as Exhibit A-1, including tenant improvements, if any, as\ndescribed in Exhibit B. The Premises shall be occupied in phases, as described\nin Exhibit C. See Exhibit C, Item 1.\n\n            (c)  Tenant's Pro Rata Share: Landlord and Tenant agree that, for\n                 -----------------------   \npurposes of this Lease, the rentable area of the Premises is deemed to be\napproximately 133,177 net rentable square feet and Tenant's Pro Rata Share of\nthe Building is deemed to be 100%. See Exhibit C, Item 1.\n\n            (d)  Basic Plans Delivery Date:  August 16, 1999.\n                 -------------------------\n\n            (e)  Final Plans Delivery Date:  November 1, 1999.\n                 -------------------------\n\n            (f)  Commencement Date: July 1, 2000, or such later date as provided\n                 -----------------\nin Section 3 hereof, provided, however that Tenant shall have access rent-free\nto the Premises prior to July 1, 2000 for the installation of furniture and\nequipment set up and partial phased occupancy, the mutually-satisfactory\nschedule of which is to be determined by Landlord and Tenant. The term\n\"Commencement Date\" is more fully defined in Section 3(c).\n\n            (g)  Expiration Date: Midnight on the day the initial ten (10) year\n                 ---------------\nterm of the WTC Lease (as defined in Section 2(b)) expires, it being the\nintention of Landlord and Tenant that this Lease and the WTC Lease be\ncoterminous.\n\n            (h)  Rent: Commencing on the Commencement Date, Rent is payable\n                 ----\nmonthly on or before the first day of each month. Rent for each month of the\nLease term shall be one-twelfth (1\/12) of the annual rent calculated by\nmultiplying the applicable rental rate times the number of rentable square feet\nthen included within the Premises. See Exhibit C, Item 2.\n\n            (i)  Security Deposit: Intentionally omitted.\n                 ----------------\n\n                                       1\n\n \n            (j)  Base Year: Intentionally omitted.\n                 ---------                        \n\n            (k)  Agency Disclosure: At the signing of this Lease Agreement, the\n                 -----------------                                             \nLandlord's Leasing Agent, Wright Runstad &amp; Company, represented ( X ) Landlord\n                                                                 ---\n(__) Tenant or (__) both Landlord and Tenant. The listed Tenant's agent, Ed\nCurtis, of Washington Partners (formerly with CB Commercial Real Estate),\nrepresented (__) Landlord, ( X ) Tenant or (__) both Landlord and Tenant. Each\n                            ---  \nparty signing this document confirms that the prior oral and\/or written\ndisclosure of agency was provided to him\/her in this transaction. (As required\nby WAC 308-124D-040).\n\n            (l)  Parking: Tenant shall have the right to purchase up to 1.2\n                 -------                                                   \npermits to park automobiles in the Garage per 1,000 rentable square feet of area\nthen leased under this Lease and, since the Premises will be occupied by Tenant\nin phases, Tenant shall have first priority to lease available parking spaces\nallocable to areas not yet occupied by Tenant under this Lease. All such \nparking shall be on an unassigned self-park basis at the prevailing monthly\nmarket rates established by the Port of Seattle or its parking operator from\ntime to time.\n\n            (m)  Notice Addresses:\n                 ---------------- \n\n            Landlord:          WRC WALL STREET LLC\n                               1191 Second Avenue, Suite 2000\n                               Seattle, Washington 98101\n                               Attention: Jon F. Nordby\n\n            Tenant: Prior to Commencement Date:\n                    -------------------------- \n                                   Visio Corporation\n                                   520 Pike Street, Suite 1800\n                                   Seattle, Washington 98101\n                                   Attention: General Counsel\n\n                    After Commencement Date:\n                    ----------------------- \n                                   Visio Corporation\n                                   2211 Elliott Avenue\n                                   Seattle, Washington 98121\n                                   Attention: General Counsel\n\n            (n)  Payment Address:  WRC WALL STREET LLC\n                 ---------------                      \n                                   1191 Second Avenue, Suite 2000\n                                   Seattle, Washington 98101\n\n            (o)  Exhibits: The following exhibits or riders are made a part of\n                 --------                                                     \n this Lease:\n\n                   Exhibit A-   Legal Description of Land\n\n                   Exhibit B -  Tenant Improvements\n\n                   Exhibit B-1  Schematic Plans for Building\n\n                   Exhibit C -  Addendum to Lease\n\n                   Exhibit D -  Base Building Specifications\n\n                   Exhibit E -  Subordination, Attornment and Non-Disturbance\n                                Agreement Form               \n\n                   Exhibit F -  Janitorial Specifications\n\n                   Exhibit G    Signage\n\n                   Exhibit H    Shell and Core Costs\n\n                   Exhibit I    Satellite Dish Fees\n\n                   Exhibit J    Multitenant Lobby Floor Plan\n\n                   Exhibit K    Location of \"Original Space\"\n\n                                       2\n\n \n       2.   PREMISES; EAST BUILDING:\n            ----------------------- \n\n            (a)  Landlord does hereby lease to Tenant, and Tenant does hereby\nlease from Landlord, upon the terms and conditions herein set forth, the\nPremises described in Section 1(b) hereof as shown on the Plans referenced in\nExhibit B-1 attached hereto and incorporated herein, together with rights of\ningress and egress over common areas in the Building and, pursuant to easements\ngranted to Landlord, access through the Garage located on the land (\"Land\") more\nparticularly described on Exhibit A attached hereto. This Lease shall be amended\nto replace Exhibit A with the legal description of the Air Rights as soon as\nthat legal description has been determined. \"Net rentable square feet\" and\n\"rentable area\" as used herein shall mean \"Rentable Area\" as defined in BOMA\nAmerican National Standard Z65.1-1996.\n\n\n            (b)  WRC TRADE CENTER LLC, a Washington limited liability company\nand an affiliate of Landlord (\"WTC\"), and Tenant are parties to that certain\nLease Agreement dated January 9, 1998 (the \"WTC Lease\"), pursuant to which WTC\nhas agreed to construct and lease to Tenant, and Tenant has agreed to lease from\nWTC, space in an office building located at 2211 Elliott Avenue, Seattle, King\nCounty, Washington (the \"East Building\"), all upon and subject to the terms and\nconditions contained therein.\n\n       3.   CONSTRUCTION; COMMENCEMENT AND EXPIRATION DATES:\n            -----------------------------------------------\n\n            (a)  Completion of Construction: Landlord will at its sole cost and\n                 --------------------------                                    \nexpense proceed in good faith with all due diligence to:\n\n                 (i)   Complete plans and specifications for the Building,\n\n                 (ii)  Secure the necessary permits from appropriate\n                       governmental authorities to begin construction of the\n                       Building, and\n\n                 (iii) Construct the Building shell and core areas, including\n                       all shell and core mechanical installations,\n                       substantially in accordance with this Lease and the\n                       Exhibits hereto. Such shell and core work is hereinafter\n                       referred to as \"Landlord's Work.\"\n\n                 Tenant improvements with respect to the Initial Premises\n(\"Initial Tenant Improvements\") shall be constructed pursuant to Tenant's plans\nfor the Premises approved by Landlord to the extent and in the manner set forth\nin Exhibit B, and the Initial Tenant Improvements and any subsequent tenant\nimprovements are herein called \"Tenant Improvements.\" Landlord shall enter into\nthe contract with the Initial Tenant Improvement contractor, who shall be\nselected in accordance with the provisions of Exhibit B. Tenant is aware that\nits selection of an Initial Tenant Improvements contractor other than the\ncontractor engaged by Landlord to construct the shell and core of the Building\ncould cause delays in completion of the Initial Tenant Improvements.\n\n            (b)  Payment for Tenant Improvements: Tenant shall receive from\n                 -------------------------------                          \nLandlord an allowance (\"Allowance\") of Thirty Six and 40\/100 Dollars ($36.40)\nper net rentable square foot for the first 73,500 of net rentable area leased by\nTenant hereunder, and Thirty One and 20\/100 Dollars ($31.20) per net rentable\nsquare foot for all space in excess of 73,500 square feet of net rentable area\nleased by Tenant hereunder, all as a credit against the Tenant Improvement work\nto be performed or paid as follows:\n\n                 (i)   If the Initial Premises (as defined below) includes\npartial floors and Tenant wishes to finish the service areas (such as the\ncomputer room and mail room) so as to be able to service the Building when it is\nfully occupied, Landlord will cause such service areas to be fully finished by\nthe Commencement Date, and Landlord shall pay the full share of the Allowance\nallocable to such service areas. Rent and Additional Rent on such service areas\nshall be as set forth in Section 2(d) of Exhibit C attached hereto.\n\n                 (ii)  The Allowance may be applied to all costs of design,\narchitectural, engineering and construction fees; provided the Allowance\nallocable to a phase of the Premises upon which construction has not begun shall\nnot be paid until commencement of Tenant Improvements construction on such\nphase. The Allowance shall be paid by Landlord upon receipt of invoices for work\nactually performed or materials supplied.\n\n                                       3\n\n \n                 (iii) Any allocable portion of the Allowance not used with\nrespect to a portion of the Premises shall be paid to Tenant upon demand or\napplied to the next phase of the Tenant Improvements.\n\n                 (iv)  All costs of designing and constructing the Tenant\nImprovements in excess of the Allowance shall be borne solely by Tenant. If the\nbudgeted cost of designing or constructing the Tenant Improvements exceeds the\nAllowance, all payments for the Tenant Improvements shall be shared by Landlord\nand Tenant in proportion to their estimated sharing of the total costs of the\nTenant Improvements. Landlord may adjust that sharing ratio from time to time if\nthe cost of completing the Tenant Improvements has increased pursuant to change\norders approved by Landlord and Tenant. Such amounts shall be paid by Landlord\nand Tenant on a monthly basis no later than the date required under the\nconstruction contract for the Tenant Improvements.\n\n            (c)  Commencement Date: Landlord and Tenant shall use their best\n                 -----------------                                          \nefforts to complete the Building and the Initial Tenant Improvements in\naccordance with Exhibit B hereto on the date specified in Section 1(f) or as\nsoon thereafter as practicable. The \"Commencement Date\" shall mean the date that\nthe initial portion of the Premises described in Exhibit C, Section 2 (the\n\"Initial Premises\") are substantially completed and made available for Tenant's\noccupancy. It is presently estimated that the term of this Lease shall commence\non July 1, 2000.\n\n                 The determination of the Commencement Date with respect to the\nInitial Premises shall depend on which contractor is selected to construct the\nInitial Tenant Improvements. If Tenant selects Landlord's shell and core\ncontractor (\"Landlord's Contractor\"), Landlord shall cause the Commencement Date\nto occur by July 1, 2000. If Landlord's Contractor is the low bidder for\nconstruction of the Initial Tenant Improvements, in accordance with the terms of\nExhibit B, but Tenant chooses another contractor, the Commencement Date shall be\ndeemed to occur on the date that it otherwise would have occurred had Landlord's\nContractor been chosen to construct the Initial Tenant Improvements. If\nLandlord's Contractor is not the low bidder and Tenant selects the contractor\nthat is the low bidder, Landlord shall cause the Commencement Date to occur by\nSeptember 1, 2000. All of the foregoing dates are subject to the delay\nprovisions contained in Section 3(d) below. The contractor so selected to\nconstruct the Tenant Improvements shall be hereinafter referred to as the\n\"Tenant Improvement Contractor.\"\n\n                 The Commencement Date with respect to the Initial Premises\nshall be deemed to occur on (A) the later of(I) the completion date specified in\nthe notice (\"30 Day Notice\") delivered to Tenant at least thirty (30) days prior\nto the date that the Initial Premises will be completed for occupancy or (II)\nthe date the entirety of the Initial Premises is in fact delivered to Tenant\nwith all of Landlord's Work and the Initial Tenant Improvements substantially\ncompleted, or (B) such earlier date as Landlord would have been able to so\ndeliver the entire Premises to Tenant but for Tenant Delay (defined below).\nSubject to Tenant Delay or other causes beyond Landlord's control, Landlord\nshall use its best efforts to deliver the Premises to Tenant no later than the\ncompletion date specified in the 30 Day Notice. Notwithstanding the foregoing,\nthe Commencement Date shall be deemed to have occurred with respect to the\nInitial Premises on the date Tenant first occupies the Initial Premises for\nnormal business operations, if such date is earlier than the dates described\nabove, provided that so long as Tenant is not in occupancy of the Initial\nPremises the Commencement Date shall not occur earlier than July 1, 2000.\n\n                 The Commencement Date shall not be deemed to occur until the\nfollowing conditions shall have been satisfied by Landlord:\n\n                 (i)   The utility and other systems servicing the Building and\nnecessary for the operation of the Building or Tenant's occupancy and full\nenjoyment of the Initial Premises (such as elevators, plumbing, heating,\nventilating, air conditioning, electrical and security systems) shall be\ncompleted and in good order and operating condition except for (A) details of\nconstruction, decoration and mechanical adjustments which do not materially\ninterfere with Tenant's use of the Initial Premises, and (B) any part thereof\nthe non-completion of which shall be due to Tenant Delay;\n\n                 (ii)  Landlord (A) shall have obtained a temporary Certificate\nof Occupancy for the Initial Premises, or (B) would have been entitled to the\nissuance of a temporary Certificate of Occupancy for the Initial Premises, but\nfor Tenant Delay;\n\n                 (iii) The lobby of the Building and the entrances and public\nportions (including the Garage), stairways, corridors and elevators (including\nfreight elevators) of the Building, shall have been finished (except for details\nof construction, decoration and mechanical adjustments which do not materially\ndetract from the appearance of such areas or materially interfere\n \n\n                                       4\n\n \nwith their use for normal purposes) and shall be in a clean and orderly\ncondition affording reasonable access to all portions of the Initial Premises,\nor would be in such condition but for Tenant Delay; and\n\n               (iv) The exterior of the Building (including the installation of\nglass therein) shall have been completed except for (A) minor portions thereof\nwhich in the aggregate do not materially affect Tenant's use of the Premises,\nand (B) any part thereof the non-completion of which shall be due to Tenant\nDelay.\n\n               As used herein, the term \"Tenant Delay\" shall mean, as to any\ndelay experienced by Landlord in its work on the Building or the Tenant\nImprovements, (a) any interference or delay caused by occurrences within the\nreasonable control of Tenant; (b) any delay caused by Tenant's failure or\nrefusal to furnish plans, or approve or disapprove plans for the Tenant\nImprovements, within the periods set out in Exhibit B; (c) any delay\nattributable to changes in or additions to Landlord's plans requested by Tenant;\nor (d) any other delay in acts of Tenant required under Exhibit B, provided that\nthe foregoing clauses (a) through (d) shall apply only to the extent that such\ndelay impedes or otherwise adversely affects Landlord's work or schedule for\npreparing the Premises for occupancy. Landlord shall notify Tenant as soon as\nreasonably possible when Landlord becomes aware of an event constituting Tenant\nDelay.\n\n               As used herein, the term \"Landlord Delay\" shall mean, as to any\ndelay experienced by Tenant in its work on Tenant Improvements, (a) any\ninterference or delay caused by occurrences within the reasonable control of\nLandlord, or (b) any delay caused by Landlord's failure or refusal to either\napprove or disapprove Tenant's plan for Tenant Improvements, or to furnish\nplans, as and within the time periods specified in Exhibit B hereto, or (c) any\ndelay attributable to changes in or additions to Tenant's plans requested by\nLandlord or on account of interference by Landlord or its contractors, employees\nor agents, or (d) any delay in Landlord or Landlord's contractor giving\napprovals, consents, prices or quotes, or taking other action with respect to\nTenant's improvements, all as required or contemplated under Exhibit B; provided\nthat the foregoing clauses (a) through (d) shall apply only to the extent that\nsuch delay impedes or otherwise adversely affects Tenant's work or schedule for\npreparing the Premises for occupancy. Tenant shall notify Landlord as soon as\nreasonably possible when Tenant becomes aware of an event constituting Landlord\nDelay.\n\n               The occurrence of the Commencement Date prior to the completion\nin full of all work required to be performed by Landlord as provided herein\nshall not relieve Landlord of its obligation thereafter to complete the same\nwith due dispatch and in a workmanlike manner. Without waiving any rights of\nTenant, Landlord, Tenant, and Landlord's and Tenant's architects shall prepare\nwithin thirty (30) days after the Commencement Date or as soon thereafter as\npracticable a \"punch-list\" which shall consist of the items that have not been,\nbut should have been, finished or furnished by Landlord in the Premises. Upon\npresentation of such punch-list to Landlord, Landlord shall, with all due\ndiligence, proceed to complete and furnish all punch-list items. If such items\nrelate to shell and core work, they shall be completed at Landlord's sole cost\nand expense. If such items relate to Tenant Improvements, they shall be paid in\nthe same manner that the costs of Tenant Improvements are paid. If within thirty\n(30) days after presentation of the punch-list, Landlord shall not have\ncommenced, and be proceeding with due diligence, to complete and furnish such\nitems, or if, Landlord thereafter fails to prosecute its work to completion with\ndue diligence, Tenant may deliver written notice of such failure to Landlord,\nand if Landlord does not commence and proceed with due diligence to complete\nsuch work within ten (10) days after Landlord's receipt of such notice, Tenant\nmay complete such items and, to the extent Landlord is responsible for such\ncosts as set forth above, Landlord will reimburse Tenant upon demand for the\nreasonable costs incurred by Tenant for such work. If such costs are properly\nchargeable to Landlord and are not paid within ten (10) days after demand, such\ncosts shall be credited to and deducted from Tenant's next monthly installments\nof Rent and Additional Rent payable hereunder as an offset against such amounts\nowing by Tenant. Any such punch-list items which do not materially interfere\nwith Tenant's enjoyment of the portion of the Premises involved shall not delay\nthe Commencement Date with respect thereto.\n\n               Landlord shall promptly correct all defects in Landlord's Work\nand Tenant Improvement work performed by the Tenant Improvement Contractor, and\nall failures of such work to conform to the plans and specifications for such\nwork which have been agreed upon by Landlord and Tenant, which defects or non-\nconformities are discovered before or within one year after the date upon which\nTenant first occupies the applicable portion of the Premises. Landlord shall\nbear all costs of correcting Landlord's Work and, to the extent caused by the\nact or omission of Landlord, Tenant Improvement work performed by the Tenant\nImprovement Contractor. Landlord and Tenant shall each give the other prompt\nwritten notice after discovering the existence of any such defects or non-\nconformities in Landlord's work and Tenant Improvement work performed by the\nTenant Improvement Contractor.                     \n\n                                       5\n\n \n          (d)   Delays:  In the event, due to delays from any cause other than\n                ------                                                       \nTenant Delay, the Initial Premises are not available for occupancy by Tenant and\nthe Commencement Date shall not have occurred within five (5) months following\nthe date specified in Section 1(f) (provided, however, that such five (5) month\nperiod shall be extended for no more than an additional four (4) months for\ndelays due to causes beyond the reasonable control of Landlord, or longer if\nsuch delays are due to Tenant Delay), then:\n\n                (i)   Landlord shall use its reasonable best efforts to provide\nor secure for Tenant alternative space or expansion space as required by Tenant,\nsuch space to be within the downtown Seattle area and reasonably acceptable to\nTenant, and Landlord shall pay to the landlord of such alternative or expansion\nspace (whether such space is provided or secured by Landlord or through Tenant's\nown efforts) the differential in base rent and additional rent required over the\namount of base rent and additional rent that Tenant would have otherwise paid in\nthe Premises had such delay not occurred;\n\n                (ii)  Landlord shall pay, and shall indemnify, defend and hold\nTenant harmless from and against, any holdover rent premiums or other rent\ndifferential (excluding nominal base rent and any consequential damages payable\nto Tenant's current landlords) accruing from and after the date Landlord is\nobligated to deliver the completed Initial Premises to Tenant, subject to the\nextensions described above; and\n\n                (iii) Landlord shall pay all third party costs of a second move,\nif required by Tenant, which costs shall include without limitation cabling and\nutility installation costs in any alternative or expansion space into which\nTenant moves pending completion of the Premises. Landlord shall also pay the\ncost to install and maintain, until substantial completion of the Building, one\nor more high speed T-1 telecommunications cables that will link Tenant's space\nin the East Building to Tenant's temporary space. In addition, Landlord shall\nprovide Tenant with one (1) van for purposes of shuttling Tenant's personnel\nbetween the East Building and such temporary space, such van to be provided at\nLandlord's cost until the Building is substantially completed. All costs of\noperating and driving that van shall be borne by Tenant.\n\n     The five (5) and four (4) month extension periods referred to in this\nSection 3(d) above shall be cumulative with, and not in addition to, the five\n(5) and (4) month extension periods referred to in Section 4(a) below. For\nexample, a three (3) month delay in commencing construction will reduce the\nextension period available to Landlord for substantial completion of the Initial\nPremises to two (2) months (assuming both delays were due to causes within\nLandlord's control).\n\n          (e)  Confirmation of Commencement Date: In the event the Commencement\n               --------------------------------                               \nDate is established as a later or earlier date than the date provided in Section\n1(f) hereof, Landlord and Tenant shall confirm the same in writing.\n\n          (f)  Expiration Date: This Lease shall expire on the date specified in\n               ---------------     \nSection 1(g).\n\n     4.   TERMINATION; CONDITIONS PRECEDENT:\n          --------------------------------- \n\n          (a)  Landlord anticipates that commencement of construction of the\nBuilding (defined to mean that Landlord has acquired the Air Rights and has\ncommenced work pursuant to a building permit for work defined in the\nconstruction documents for the Building) shall occur on or before November 1,\n1999. Landlord represents to Tenant that Landlord has obtained the Master Use\nPermit from the City of Seattle, for construction of the Building. If Landlord\nhas not commenced construction of the Building by the date five (5) months after\nsuch date (provided, however, that such five (5) month period shall be extended\nfor no more than an additional four (4) months for delays due to causes beyond\nthe reasonable control of Landlord, or longer if such delays are due to Tenant\nDelays) then, in such event, at its option, either Landlord or Tenant may, by\nnotice in writing to the other within thirty (30) days thereafter, terminate\nthis Lease, without liability to the other, and such termination shall be the\nsole remedy at law or equity available to Landlord and Tenant, except as\nprovided in Section 4(b) below.\n\n          (b)  In the event of termination by Landlord or Tenant pursuant to\n Section 4(a) above, Tenant shall be entitled to the following remedies:\n\n               (i)  Landlord shall reimburse Tenant for Tenant's documented\n third party out-of-pocket expenses incurred in connection with this Lease,\n including costs incurred in designing\n\n                                       6\n\n \ntenant improvements for Tenant's space in the Building (including engineering,\narchitectural, programming, legal and project management costs).\n\n               (ii)  In the event Tenant elects, within one hundred twenty (120)\ndays after termination of this Lease, to move from the East Building, Landlord\nshall use its commercially reasonable best efforts to obtain one or more\nsubtenants or assignees for Tenant's space in the East Building. Landlord shall\nperform all duties of a professional marketing and leasing agent in marketing\nthe space and shall charge no fee for such services, but Tenant shall be\nresponsible for any fees or commissions payable to third party brokers in\nconnection with that transaction.\n\n               (iii) Landlord shall use its commercially reasonable best efforts\nto find alternative space for Tenant within a six (6) block radius of the East\nBuilding, which space shall include the Art Institute Building, on the same\nterms and conditions that Tenant is obligated to pay in the Building.\n\n     5.   RENT AND ADDITIONAL RENT:  Tenant shall pay Landlord without notice\n          ------------------------                                              \nthe Rent stated in Section 1(h) hereof and Additional Rent as provided in\nSection 9 and Section 10 and any other payments due under this Lease without\ndeduction or offset (except as otherwise set forth in this Lease) in lawful\nmoney of the United States in advance on or before the first day of each month\nat Landlord's Payment Address set forth in Section 1(n) hereof, or to such other\nparty or at such other place as Landlord may hereafter from time to time\ndesignate in writing. Rent and Additional Rent for any partial month at the\nbeginning or end of the Lease term shall be prorated in proportion to the number\nof days in such month. All amounts which Tenant assumes or agrees to pay to\nLandlord pursuant to this Lease other than Rent shall be deemed Additional Rent\nhereunder and, in the event of nonpayment thereof, Landlord shall have all\nremedies provided for in the case of nonpayment of Rent.\n\n     6.   SECURITY DEPOSIT: Intentionally omitted.\n          ----------------                        \n\n     7.   PARKING:  Use of parking in the Garage by Tenant shall be subject to\n          -------                                                            \nsuch reasonable rules and regulations as the Port of Seattle or its parking\noperator, or the City of Seattle, Washington may publish from time to time.\nTenant shall provide Landlord with thirty (30) days prior written notice of the\nnumber of parking permits required by Tenant from time to time, up to the\nmaximum number specified in Section 1(l) and of any changes in those\nrequirements. Short-term hourly parking shall be offered on a space available\nbasis during Normal Business Hours (as defined in Section 9(b)), except\nSaturdays, Sundays or legal holidays, for Tenant's clients and customers.\nLandlord has confirmed with the Port of Seattle that the Port will install a\ncard key system in the Garage and Building, at Landlord's cost, which will allow\nTenant's employees who are not monthly parkers to have access to the Garage and\nBuilding seven days per week, 24 hours per day at market rates.\n\n\n     8.   USES:  The Premises are to be used only for general office purposes,\n          ----                                                               \nsoftware research, development and testing, training, travel arrangements,\ninternet broadcasting and other uses incident thereto, including but not limited\nto the operation of a day care, cafeteria, and physical fitness facility\n(\"Permitted Uses\"), and for no other business or purpose without the prior\nwritten consent of Landlord, which consent may be withheld if Landlord, in its\nreasonable discretion, determines that any proposed use is inconsistent with or\ndetrimental to the maintenance and operation of the Building as a first-class\noffice building or is inconsistent with any restriction on use of the Premises,\nthe Building, or the Land contained in any lease, mortgage, or other instrument\nor agreement by which the Landlord is bound or to which any of such property is\nsubject. In consideration of the possibility that the Building may at some point\nin the future become a multi-tenanted building, Landlord's approval, not to be\nunreasonably withheld, shall be required in locating and, if applicable,\nrelocating any high traffic areas, such as a day care center, cafeteria, or\nphysical fitness center so as to minimize the possible noise and traffic\ndisturbance to other occupants of the Building. Landlord represents that the use\nof the Premises for general office purposes is permitted by law and is\nconsistent with all such restrictions as of the date of this Lease. Tenant shall\nnot commit any act that will increase the then existing cost of insurance on the\nBuilding without Landlord's consent. Tenant shall promptly pay upon demand the\namount of any increase in insurance costs caused by any act or acts of Tenant.\nTenant shall not commit or allow to be committed any waste upon the Premises, or\nany public or private nuisance or other act which disturbs the quiet enjoyment\nof any other tenant in the Building or which is unlawful. Tenant shall not,\nwithout the written consent of Landlord, use any apparatus, machinery or device\nin or about the Premises which will cause any substantial noise, vibration or\nfumes (but Landlord acknowledges that Tenant may install, maintain and test\nweekly a diesel generator in the Building for emergency back-up use). Tenant\nshall not\n\n                                       7\n\n \npermit smoking in the Premises; Landlord has designated all internal portions of\nthe Building as a smoke-free zone. If any of Tenant's office machines or\nequipment should disturb the quiet enjoyment of any other tenant in the\nBuilding, then Tenant shall provide adequate insulation, or take other action as\nmay be necessary to eliminate the disturbance. Tenant shall comply with all laws\nrelating to its use or occupancy of the Premises, including without limitation\nany laws relating to Tenant's modification of the Premises, and shall observe\nsuch reasonable rules and regulations (not inconsistent with the terms of this\nLease) as may be adopted and made available to Tenant by Landlord from time to\ntime for the safety, care and cleanliness of the Premises or the Building, and\nfor the preservation of good order therein.\n\n        9.   SERVICES AND UTILITIES:\n             ---------------------- \n\n             (a) Standard Services: Landlord shall maintain or cause to be\n                 -----------------                                        \nmaintained in good order and repair and first-class condition and in accordance\nwith the janitorial specifications attached hereto as Exhibit F, the Premises\nand the core area of the Building, the structural portions of the Building,\nincluding elevators, plumbing, air conditioning, heating and electrical system,\nand the public and common areas of the Building, including lobbies, elevators,\nstairs, corridors and restrooms, except for fire and other casualty, including\nacts of God, and subject to the provisions of Section 13 pertaining to the\nrepair or rebuilding of damaged or destroyed property. Landlord shall also\nmaintain and keep in good order and repair the following in the Building: roof,\ncurtain wall including but not limited to all glass connections at the perimeter\nof the Building, all exterior doors, including any exterior plate glass within\nthe Building, exterior surfaces of the Building (including but not limited to\nglass, stone and other material(s)), ventilating systems, elevators, janitor\nclosets, escalators, telephone and electrical closets, public portions of the\nBuilding, balconies, landscaping, walkways, and, other than Tenant improvements,\nother interior portions of the Building above and below grade. Landlord\ncovenants and agrees that alterations, repairs or additions shall be done with\nthe least amount of interference to Tenant, and, to the extent possible, such\nwork shall be done after Normal Business Hours. Nothing contained herein shall\nbe deemed to excuse or relieve Landlord from any liability for the negligence or\nwillful misconduct of Landlord, its officers, agents, servants, employees,\ncontractors, licensees or invitees. If Landlord fails to commence any repairs\nhereunder within five (5) business days after receipt of written notice from\nTenant and thereafter diligently proceed to complete any repairs required to be\nmade by Landlord under this Lease, Rent and Additional Rent shall thereafter\nabate to the extent the Premises are rendered unusable for Tenant's normal\nbusiness operations as a result of such failure to make repairs.\n\n                 Each floor of the Building shall have two (2) electrical\nclosets, except for the fourth (4\/th\/) and fifth (5\/th\/) floors, where only one\n(1) electrical closet will be provided. Each closet shall contain a 42 circuit\npanelboard (277\/480-volt) serving mainly lighting and VAV boxes. In addition,\neach closet will contain a 75kVA transformer feeding a 84 circuit panelboard\n(120\/208-volt) for service to convenience outlets. Landlord shall also provide\nlamp replacement service for building standard light fixtures, toilet room\nsupplies and window washing at reasonable intervals.\n\n             (b) Normal Business Hours: From 7:00 a.m. to 8:00 p.m. on weekdays\n                 ---------------------                                         \nand from 8:00 a.m. to 2:00 p.m. on Saturdays, excluding legal holidays (\"Normal\nBusiness Hours\"), Landlord shall furnish to the Premises heat and air\nconditioning sufficient to maintain a comfortable interior temperature range\nbetween 69 and 72 degrees Fahrenheit. Landlord shall provide 24-hour per day\nHVAC service in the telephone and computer rooms pursuant to final construction\ndocuments; the capacity for which service shall be paid for by Tenant from the\nTenant Allowance described in Exhibit B. If requested by Tenant, Landlord shall\nfurnish heat and air conditioning at times other than Normal Business Hours and\nthe actual cost of such services shall be paid by Tenant as Additional Rent.\nDuring other than Normal Business Hours, Landlord may restrict access to the\nBuilding in accordance with the Building's security system, provided that Tenant\nshall have at all times during the term of this Lease (24 hours of all days)\nreasonable access to the Premises. The Normal Business Hours may be modified\nfrom time to time upon the mutual agreement of Landlord and Tenant.\n\n             (c) Interruption of Services: Landlord shall not be liable for any\n                 ------------------------                                      \nloss, injury or damage to person or property caused by or resulting from any\nvariation, interruption, or failure of any services or facilities provided by\nLandlord pursuant to this Lease due to any cause whatsoever, unless such\nvariation, interruption or failure was due to the negligence or willful\nmisconduct of Landlord, its officers, agents, servants, employees, contractors,\nlicensees or invitees. No temporary interruption or failure of such services or\nfacilities incident to the making of repairs, alterations, or improvements, or\ndue to accident, strike or conditions or events beyond Landlord's reasonable\ncontrol shall be deemed an eviction of Tenant or relieve Tenant from any Of\nTenant's obligations hereunder; provided, however, if such interruption or\nfailure shall continue for five (5) business days, Tenant's Rent hereunder shall\nthereafter abate to the extent the Premises are thereby rendered untenantable \nfor\n\n                                       8\n\n \nTenant's normal business operations until such services are restored. Landlord\nshall use its best efforts in good faith to respond quickly to any interruption\nof services and to minimize any disruption of Tenant's use of the Premises\narising from any interruption or failure of such services or facilities.\n\n          (d)  Additional Services: The Building mechanical system is\n               -------------------                                   \ndesigned to accommodate heating loads generated by lights and equipment using up\nto 4.6 watts per square foot (1.2 watts per foot for lights and 3.4 watts per\nfoot for equipment). Before installing lights and equipment in the Premises\nwhich in the aggregate exceed such amount, Tenant shall obtain the written\npermission of Landlord. Landlord may refuse to grant such permission unless\nTenant shall agree to pay the costs of Landlord for installation of\nsupplementary air conditioning capacity or electrical systems as necessitated by\nsuch equipment or lights.\n\n     10.  COSTS OF OPERATIONS AND REAL ESTATE TAXES:\n          ----------------------------------------- \n\n          (a)  Additional Rent: Tenant shall pay as Additional Rent its Pro\n               ---------------                                             \nRata Share of Taxes and Operating Costs. Taxes and Operating Costs shall be\ndetermined and shall be payable separately in accordance with the provisions of\nthis Section 10.\n\n          (b)  Definitions:\n               ----------- \n\n               (i)    For the purposes of this section, \"Taxes\" shall mean taxes\nand assessments (including special district levies) on real and personal\nproperty payable during any calendar year, based on the actual assessment\nperiod, with respect to the Land, the Building and all property of Landlord,\nreal or personal, used directly in the operation of the Building and located in\nor on the Building, together with any taxes levied or assessed in addition to or\nin lieu of any such taxes or any tax upon leasing of the Building or the rents\ncollected (excluding any net income or franchise tax) (\"Taxes\").\n\n               (ii)   For purposes of this Section, \"Operating Costs\" or \"Costs\"\nshall mean all reasonable and customary expenses of Landlord for maintaining,\noperating and repairing the Building and the personal property used in\nconnection therewith, including without limitation insurance premiums,\nutilities, market rate management fees (not to exceed four percent (4%) of the\nRent and Additional Rent) and other expenses which in accordance with generally\naccepted accounting and management practices would be considered an expense of\nmaintaining, operating or repairing the Building (\"Operating Costs\" or \"Costs\");\nexcluding, however: (I) costs of any special services rendered to individual\ntenants for which a separate charge is collected; (II) leasing commissions and\nother leasing expenses; (III) costs of improvements required to be capitalized\nin accordance with generally accepted accounting principles, except Operating\nCosts shall include amortization of capital improvements (A) made subsequent to\ninitial development of the Building which are designed with a reasonable\nprobability of improving the operating efficiency of the Building, or providing\nsavings in the cost of operating the Building or, (B) which are reasonably\nresponsive to requirements imposed with respect to the Building under any\namendment to any applicable building, health, safety, fire, nondiscrimination,\nor similar law or regulation (\"law\"), or any new law, or any new interpretation\nof an existing law (\"new interpretation\"), which amendment, law or new\ninterpretation is adopted or arose after the Commencement Date of this Lease\n(for purposes of this Lease, a new interpretation shall mean any interpretation,\nenforcement or application of a law enacted prior to the Commencement Date that\nimposes requirements with respect to the Building that Landlord in the exercise\nof sound business judgment and good faith at the time of Landlord's execution of\nthis Lease would not have deemed applicable to the Building); (IV) executives'\nsalaries above the grade of Building manager; (V) amounts received by Landlord\nthrough proceeds of insurance to the extent the proceeds are compensation for\nexpenses which were previously included in Operating Costs hereunder; (VI) cost\nof repair or replacements incurred by reason of fire or other casualty or by the\nexercise of the right of eminent domain; (VII) consulting fees, marketing fees,\nadvertising and promotional expenditures; (VIII) legal fees in connection with\nthe negotiation and preparation of leases of space or legal fees in connection\nwith the sale of all or any portion of the Building in which the Premises are\nlocated, or an interest therein, or the financing or refinancing of Landlord's\ninterest in all or any portion of the Building in which the Premises are\nlocated, or in connection with disputes with tenants, and legal and auditing\nfees, other than legal and auditing fees reasonably incurred in connection with\nthe maintenance and operation of all or any portion of such Building or in\nconnection with the preparation of the statements required pursuant to\nadditional rent or lease escalation provisions contained in leases of space in\nsuch Building; (IX) depreciation or loan payments; (X) costs resulting from the\ncorrection of any latent construction defects in all or any portion of the\nPremises or Building; (XI) penalties due to any violation of law by Landlord or\nother tenants; (XII) costs of preparing tenant space for tenant occupancy;\n(XIII) costs allocable to properties in which Landlord has an interest other\nthan the Building; (XIV) damages\n\n                                       9\n\n \nincurred by Landlord for any default, breach, claim, judgment or settlement;\n(XV) structural replacements (including replacements to the roof and\nfoundations).\n\n               (iii)  \"Year\" shall mean the calendar year.\n\n          (c)  Estimated Costs: At least sixty (60) days prior to the\n               ---------------                                       \nbeginning of each Year, Landlord shall furnish Tenant a written statement of\nestimated Operating Costs and Taxes for such year and a calculation of Tenant's\nPro Rata Share of the Operating Costs and Taxes. Tenant shall pay one-twelfth\n(1\/12) of that amount as Additional Rent for each month during the Year. If at\nany time during the Year Landlord reasonably believes that the actual Operating\nCosts or Taxes will vary from such estimated Operating Costs or Taxes by more\nthan five percent (5%), Landlord may by written notice to Tenant revise the\nestimate for such year, and Additional Rent for the balance of such Year shall\nbe paid based upon such revised estimates. Landlord and Tenant may also agree\nthat Tenant will pay certain Operating Costs directly to the provider thereof.\n\n          (d)  Actual Costs: Within ninety (90) days after the end of each Year,\n               ------------                                               \nLandlord shall deliver to Tenant a written statement setting forth Tenant's Pro\nRata Share of the actual Operating Costs and Taxes during the preceding Year. If\nthe actual Operating Costs or actual Taxes, or both, exceed the estimates for\neach paid by Tenant during the Year, Tenant shall pay the amount of such excess\nto Landlord as Additional Rent within thirty (30) days after receipt of such\nstatement. If the actual Operating Costs or actual Taxes, or both, are less than\nthe amount paid by Tenant to Landlord, then the amount of such overpayment by\nTenant shall be, at Landlord's option, credited against any amounts owed by\nTenant under this Lease, refunded by check to Tenant, or credited against the\nnext Rent payable by Tenant hereunder. Notwithstanding this Section 10, the Rent\npayable by Tenant shall in no event be less than the Rent specified in Section\n1(h) hereof.\n\n          (e)  Records and Adjustments: Each written statement of actual costs\n               -----------------------                                        \ngiven by Landlord to Tenant pursuant to Section 10(d) shall be conclusive and\nbinding upon Tenant unless within ninety (90) days after the receipt of such\nstatement Tenant shall notify Landlord in writing that it disputes the\ncorrectness of the statement, specifying the particular respects in which the\nstatement is claimed to be incorrect. If such disputes shall not have been\nsettled by agreement, Tenant, within thirty (30) days of receipt of such\nstatement, shall pay Additional Rent in accordance with the statement, without\nprejudice to Tenant's favor. If the dispute shall be determined in Tenant's\nfavor, Landlord shall forthwith pay to Tenant the amount of Tenant's overpayment\nof rents resulting from compliance with the statement. Tenant may, within ninety\n(90) days after the receipt of such statements, upon thirty (30) days prior\nnotice to Landlord, cause a complete audit to be made of Landlord's records\nregarding Operating Costs for the prior Year. If the audit discloses that\nOperating Costs have been over-reported to the extent of five percent (5%) or\nmore on an annual basis for such Year, Landlord shall pay the reasonable costs\nof the audit and actual Operating Costs for that Year shall be adjusted\naccordingly.\n\n          (f)  Personal Property Taxes: Tenant shall pay all personal property\n               -----------------------\ntaxes with respect to property of Tenant located on the Premises or in the\nBuilding. \"Property of Tenant\" shall include all improvements which are paid for\nby Tenant and \"personal property taxes\" shall include all property taxes\nassessed against the property of Tenant, whether assessed as real or personal\nproperty.\n\n          (g)  Net Lease: This Lease shall be a net lease and base Rent shall be\n               ---------                                               \npaid to Landlord absolutely net of all costs and expenses. The provisions for\npayment of Tenant's Pro Rata Share of Taxes and Operating Costs are intended to\npass on to Tenant and reimburse Landlord for all costs and expenses of the\nnature described in Section 10(b)(i) and (ii) incurred in connection with\nownership and operation of the Building.\n\n          (h)  Contest of Taxes Substantiation of Taxes: Landlord shall, if\n               -----------------------------------------                    \nTenant so requests, take all reasonable action necessary to preserve the right\nto contest any Taxes, including paying them under protest, and shall consult\nwith Tenant, and act in good faith to contest or seek recovery of Taxes if and\nto the extent such action is reasonable. Any payment of Taxes by Tenant either\ndirectly or by way of reimbursement to Landlord pursuant to any provision of\nthis Lease shall be, whenever such Taxes have not been directly assessed against\nTenant, subject to appropriate substantiation by Landlord upon the request of\nTenant. All costs incurred by Landlord in any such contest, including attorneys'\nfees and court costs, shall be considered Taxes for purposes of this Lease.\n\n     11.  CARE OF PREMISES ALTERATIONS: Landlord shall perform all normal\n          ----------------------------                                   \nmaintenance and repairs reasonably determined by Landlord, or as notified by\nwritten notice from Tenant, as necessary to maintain the Premises and the\nBuilding as a first-class office building; provided that Landlord shall not be\nrequired to maintain or repair any property of Tenant or any\n\n                                       10\n\n \nappliances (such as refrigerators, water heaters, microwave ovens, and the like)\nwhich are part of the Premises. Tenant shall take good care of the Premises.\n\n     Tenant shall not make any alterations, additions or improvements which\nconstitute a structural change to the Building or the HVAC system, electrical\nservice or plumbing system (\"Alterations\") in or to the Premises, or make\nchanges to wiring affecting Building-wide systems (\"Changes\") without first\nobtaining the written consent of Landlord (which shall not be unreasonably\nwithheld) and, where appropriate, in accordance with plans and specifications\nreasonably approved by Landlord. As a condition to its approval, and only if so\nstated in writing at the time of such approval, Landlord may require Tenant to\nremove any such Alterations or Changes which are not designed in a normal or\nstandard office configuration upon the expiration or earlier termination of the\nTerm and to restore the Premises to the condition they were in prior to such\nAlterations or Changes, including restoring any damage resulting from such\nremoval, all at Tenant's expense. Tenant shall reimburse Landlord for any\nreasonable out-of-pocket sums expended for examination and approval of the\narchitectural and mechanical plans and specifications of the Alterations and\nChanges (provided that Landlord shall have given Tenant a good faith estimate of\nsuch sums in advance) and direct costs reasonably incurred during any inspection\nor supervision of the Alterations or Changes. All damage or injury done to the\nPremises or Building by Tenant or by any persons who may be in or upon the\nPremises or Building with the express or implied consent of Tenant, including\nbut not limited to the cracking or breaking of any glass of windows and doors,\nshall be paid for by Tenant.\n\n     Tenant may make nonstructural alterations, additions or improvements to the\ninterior of the Premises, including wiring within the Premises, nonstructural\npartitioning, and painting and redecorating, without the necessity of obtaining\nLandlord's consent, provided in all such cases (other than cabling, painting or\ndecoration solely within the Premises) Tenant shall give Landlord five (5)\nbusiness days' prior written notice of such modifications. Any such alterations,\nadditions or improvements shall be installed by Tenant at its sole cost and in\ncompliance with all laws, orders and regulations of any applicable governing\nbody and Tenant at its expense shall furnish to Landlord drawings for such work\nto enable the Building's record drawings to be updated to reflect such changes.\n\n     12.  ACCESS:\n          ------ \n\n          (a)  Tenant shall permit Landlord and its agents to enter into and\nupon the Premises at all reasonable times, on reasonable prior notice, for the\npurpose of inspecting the same or for the purpose of cleaning, repairing,\naltering or improving the Premises or the Building. Upon reasonable notice, and\nsubject to Tenant's reasonable consent, Landlord shall have the right to enter\nthe Premises for the purpose of showing the Premises to prospective tenants\nwithin the period of one hundred eighty (180) days prior to the expiration or\nsooner termination of the Lease term.\n\n          (b)  Tenant currently intends that the Building be limited to Tenant's\nsole use and therefore Tenant reserves the right to direct Landlord to prohibit\npublic access to or from the Garage through the Building lobby. If Tenant\nexercises such right, such restriction shall remain effective as long as Tenant\noccupies (or has the right to occupy and no other party has been given such\nright) one hundred percent (100%) of the rentable area of the Building any\nsubtenants of Tenant which are suppliers or customers. Upon the request of\nTenant, Landlord shall attempt to obtain the right to (i) post signs at\nappropriate locations in the Garage which direct Garage users to Wall Street and\nthe Bell Street Overpass, and (b) post appropriate signs at Levels P-1, P-2 and\nP-3 in the Garage.\n\n     13.  DAMAGE OR DESTRUCTION:\n          --------------------- \n          \n          (a)  Landlord Obligated to Repair: If the Building or the Premises \n               ----------------------------                                \nshall be materially damaged or destroyed by fire or other casualty to the extent\nthat the cost of restoration, as reasonably estimated by Landlord, will be less\nthan fifty percent (50%) of the replacement value of the Building (exclusive of\nfoundations) and Landlord has available insurance proceeds (or a like recovery\nof funds) with respect thereto, and such damage or destruction can be repaired\nor replaced under then applicable laws and ordinances, Landlord shall promptly\ncommence and diligently proceed to repair or replace such damage or destruction.\nIf Landlord so repairs or replaces such damage the term of this Lease shall\ncontinue, subject, however, to the provisions of Sections 13(c) and(d).\n\n          (b)  Landlord Not Obligated to Repair: If the Building or the\n               --------------------------------                        \nPremises shall be materially damaged or destroyed by fire or other casualty and\nSection 13(a) is not applicable, Landlord shall not be obligated to, but may\nrepair or replace such damage. If Landlord elects to repair or replace, and\npromptly commences and diligently proceeds to do so, the term of this Lease\nshall continue, subject, however, to the provisions of Sections 13(c) and (d).\nIf Landlord elects not to\n\n                                       11\n\n \nrepair or replace, the term of this Lease shall end with the occurrence of the\ndamage or destruction and rental and other payments owing by Tenant hereunder\nshall be prorated as of such date.\n\n          (c)  Elections and Determinations: Landlord shall provide Tenant with\n               ----------------------------                                    \nwritten notice of its determination of the extent of the damage and, if Landlord\nhas the option to repair or rebuild, whether or not Landlord will repair or\nrebuild. Such notice shall be delivered within sixty (60) days after the damage\noccurs, or as soon thereafter as Landlord determines the availability of\ninsurance proceeds, but in no event later than 120 days after the damage occurs.\nIf Landlord intends to repair or rebuild, the notice shall also include an\nestimated date for completion of rebuilding. If such date is later two hundred\nseventy (270) days following the casualty, or if Landlord fails to deliver such\nnotice within the 120 day period specified above, then Tenant at its option may\nterminate the Lease by providing Landlord with written notice within fifteen\n(15) days after Tenant's receipt of Landlord's notice or expiration of such 120\nday period.\n\n          (d)  Repair Duties: In any case described in Sections 13(a) or (b)\n               -------------                                                \nwhere the damage or destruction to the Premises is being repaired or replaced,\nTenant shall repair or replace the Tenant improvements involved to the extent\nlegally permissible, and Landlord and Tenant shall share the expense thereof in\nthe same proportion and same manner as they shared the expenses of the\ninstallation of the original Tenant improvements. All rebuilding and repair\ncontemplated by this Section 13 shall be in conformity with this Lease, except\nTenant may elect to change the standards and details of the Tenant improvements\nas it may see fit (so long as the same are not inconsistent with the\nrequirements of Exhibit B), and Tenant shall bear any additional cost resulting\nfrom such changes.\n\n          (e)  Abatement of Rent: During the period between the occurrence of\n               -----------------                                             \nany loss, damage or destruction referred to in this Section 13 and the\ncompletion of repair or reconstruction of such loss or damage, this Lease shall\ncontinue in full force and effect (except as provided above), but payment of\nrent and other charges payable by Tenant hereunder for the space affected by\nsuch loss, damage or destruction shall be abated during such period of repair or\nreconstruction in fair and just proportion to the portion of the Premises for\nwhich normal and usual utilization by Tenant is made impractical.\n\n          (f)  Repair or Reconstruction After Loss Which is Not Material:\n               --------------------------------------------------------- \nLandlord shall be obligated to promptly commence and shall thereafter diligently\nproceed to repair any damage or destruction to the Building which is not\nmaterial or is required or elected to be repaired hereunder.\n\n          (g)  Destruction During Last Year of Term: In case the Building shall\n               ------------------------------------                            \nbe materially destroyed by fire or other cause at any time during the last\ntwelve months of the term of this Lease, either Landlord or Tenant may terminate\nthis Lease upon written notice to the other party hereto given within sixty (60)\ndays of the date of such destruction.\n\n          (h)  Tenant Improvements: Landlord will not carry insurance of any \n               -------------------                                              \nkind on any improvements paid for by Tenant as provided in Exhibit B or on\nTenant's furniture or furnishings or on any fixtures, equipment, improvements or\nappurtenances of Tenant under this Lease and Landlord shall not be obligated to\nrepair any damage thereto or replace the same.\n\n     14.  WAIVER OF SUBROGATION: Whether a loss or damage is due to the\n          ---------------------\nnegligence of either Landlord or Tenant, their agents or employees, or any other\ncause, Landlord and Tenant do each hereby release and relieve the other, their\nagents or employees, from responsibility for, and waive their entire claim of\nrecovery for (a) any loss or damage to the real or personal property of either\nlocated anywhere in the Building or on the Land, including the Building itself,\narising out of or incident to the occurrence of any of the perils which are\ncovered by their respective insurance policies; and (b) any loss resulting from\nbusiness interruption at the Premises or loss of rental income from the\nBuilding, arising out of or incident to the occurrence of any of the perils\nwhich are covered by a business interruption insurance policy or loss of rental\nincome insurance policy held by Landlord or Tenant. Each party shall cause its\ninsurance carriers to consent to the foregoing waiver of rights of subrogation\nagainst the other party. Notwithstanding the foregoing, no such release shall be\neffective unless the aforesaid insurance policy or policies shall expressly\npermit such a release or contain a waiver of the carrier's right to be\nsubrogated.\n\n     15.  INDEMNIFICATION:\n          --------------- \n\n          (a)  Tenant shall indemnify, defend and hold Landlord harmless from\nand against liabilities, damages, losses, claims, and expenses, including\nreasonable attorneys fees, arising from any act or negligence of Tenant or its\nofficers, contractors, licensees, agents, employees, clients or customers in or\nabout the Building or Premises or arising from any breach or default under this\nLease by Tenant. The foregoing provisions shall not be construed to make Tenant\nresponsible for loss,\n\n                                       12\n\n \ndamage, liability or expense resulting from injuries to third parties caused by\nthe negligence or willful misconduct of Landlord, or its officers, contractors,\nlicensees, agents, employees, clients or customers or other tenants of the\nBuilding.\n\n          (b)  Landlord shall indemnify, defend and hold Tenant harmless from\nand against all liabilities, damages, losses, claims, and expenses, including\nreasonable attorneys' fees arising from any act or negligence of Landlord or its\nofficers, contractors, licensees, agents, employees, clients, or customers in or\nabout the Building or Premises, or arising from any breach or default under this\nLease by Landlord. Landlord shall not be liable for any act or neglect of Tenant\nor any other tenant or occupant of the Building or any third parties. In no\nevent shall Landlord be liable to Tenant for any damage to the Premises or for\nany loss, damage or injury to any property therein or thereon occasioned by\nbursting, rupture, leakage or overflow of any plumbing or other pipes\n(including, without limitation, water, steam and\/or refrigerant lines),\nsprinklers, tanks, drains, drinking fountains or washstands or other similar\ncause in, above, upon or about the Premises or the Building, unless due to the\nnegligence or willful misconduct of Landlord or its officers, contractors,\nlicensees, agents, employees, clients or customers.\n\n     16.  INSURANCE:\n          --------- \n\n          (a)  Liability Insurance: Tenant shall, throughout the term of this\n               -------------------                                           \nLease and any renewal hereof, at its own expense, keep and maintain in full\nforce and effect, a policy of commercial general liability (occurrence form)\ninsurance, including contractual liability insuring Tenant's activities upon, in\nor about the Premises or the Building, against claims of bodily injury or death\nor property damage or loss with a combined single limit of not less than Three\nMillion Dollars ($3,000,000) per occurrence and Five Million Dollars\n($5,000,000) in the aggregate. Landlord and the Building manager shall be named\nas additional insureds.\n\n          (b)  Property Insurance: Tenant shall, throughout the term of this\n               ------------------                                           \nLease and any renewal thereof, at its own expense, keep and maintain in full\nforce and effect, what is commonly referred to as \"All Risk\" or \"Special\"\ncoverage insurance (excluding earthquake and flood) on the Tenant Improvements\nin an amount not less than ninety percent (90%) of the replacement value thereof\nwith a coinsurance waiver. As used in this Lease, \"Tenant's Leasehold\nImprovements\" shall mean any alterations, additions or improvements installed in\nor about the Premises by or with Landlord's permission or otherwise permitted by\nthis Lease, whether or not the cost thereof was paid for by Tenant.\n\n          (c)  Insurance Policy Requirements: All insurance required under\n               -----------------------------                              \nthis Section 16 shall be with companies rated AX or better by A.M. Best or\notherwise reasonably approved by Landlord. No insurance policy required under\nthis Section 16 shall be canceled or reduced in coverage except after thirty\n(30) days prior written notice to Landlord, except after ten (10) days prior\nwritten notice to Landlord in the case of non-payment of premium.\n\n          (d)  Certificate of Insurance: Tenant shall deliver to Landlord\n               ------------------------                                    \nprior to the Commencement Date, and from time to time thereafter, copies of\npolicies of such insurance or certificates evidencing the existence and amounts\nof same and evidencing Landlord and the Building manager as additional insureds\nthereunder. In no event shall the limits of any insurance policy required under\nthis Section 16 be considered as limiting the liability of Tenant under this\nLease.\n\n          (e)  Primary Policies: All policies required under Section 16(a) shall\n               ----------------                                           \nbe written as primary policies and not contributing to or in excess of any\ncoverage Landlord may choose to maintain.\n\n          (f)  Landlord's Insurance: Landlord shall procure and maintain\n               --------------------                                     \ncommercial general liability insurance with broad form general liability\nendorsement covering all claims with respect to injuries or damages to persons\nor property sustained in, on or about the Building and the appurtenances\nthereto, including the sidewalks and alleyways adjacent thereto, with limits of\nliability no less than five million dollars ($5,000,000) combined single limit\nper occurrence and in the aggregate. Such limits may be achieved through the use\nof umbrella liability insurance otherwise meeting the requirements of this\nSection 16(f). Landlord shall name Tenant as an additional insured under its\nliability insurance policies to the extent of Landlord's obligation to indemnify\nTenant as set forth in this Lease.\n\n               Landlord will procure and maintain physical damage insurance\ncovering all real and personal property, excluding property paid for by tenants\nand not reimbursed by Landlord or paid for by Landlord for which tenants have\nreimbursed Landlord, located on or in, or constituting a part of, the Building\nin an amount equal to at least ninety percent (90%) of replacement value of all\n\n                                       13\n\n \nsuch property with a coinsurance waiver. Such insurance shall afford coverage\nfor damages resulting from (i) perils covered by what is commonly referred to as\n\"all risk\" coverage insurance (but excluding earthquake and flood), and (ii)\nboilers and machinery coverage as appropriate for apparatus located in the\nBuilding.\n\n          (g)  Deductibles: All insurance carried by Landlord and Tenant\n               -----------                                              \npursuant to this Section 16 shall provide for deductible amounts consistent\nwith standards then customary in the Seattle office building market for the type\nand amount of coverage.\n\n          17.  ASSIGNMENT AND SUBLETTING:\n               ------------------------- \n\n          (a)  Assignment or Sublease: Except as set forth in Section 17(c),\n               ----------------------                                        \nTenant shall not assign, mortgage, encumber or otherwise transfer this Lease nor\nsublet the whole or any part of the Premises without in each case first\nobtaining Landlord's prior written consent. Subject to Section 17(b), below,\nsuch consent shall not be unreasonably withheld or delayed, except: (i) Landlord\nmay withhold its consent if in Landlord's reasonable judgment occupancy by any\nproposed assignee, subtenant, or other transferee (A) is not consistent with the\nmaintenance and operation of a first-class office building due to the nature of\nthe proposed occupant's business or manner of conducting business or its\nexperience or reputation in the community; or (B) is likely to cause disturbance\nto the normal use and occupancy of the Building; (ii) Landlord may withhold in\nits absolute and sole discretion consent to any mortgage, hypothecation, pledge,\nor other encumbrance of any interest in this Lease or the Premises by Tenant or\nany subtenant; (iii) Landlord may withhold its consent to the extent it deems\nnecessary to comply with any restriction on use of the Premises, the Building,\nor the Land contained in any applicable laws or in any lease, mortgage, or other\nagreement or instrument by which the Landlord is bound or to which any of such\nproperty is subject.\n\n               No such assignment, subletting or other transfer shall relieve\nTenant of any liability under this Lease. Consent to any such assignment,\nsubletting or transfer shall not operate as a waiver of the necessity for\nconsent to any subsequent assignment, subletting or transfer. Each request for\nan assignment or subletting must be accompanied by a Processing Fee of $500 in\norder to reimburse Landlord for expenses, including attorneys fees, incurred in\nconnection with such request (\"Processing Fee\"). Tenant shall provide Landlord\nwith copies of all assignments, subleases and assumption instruments.\n\n          (b)  Landlord Right to Terminate Portion of Lease: If Tenant intends\n               --------------------------------------------                   \nto assign this Lease or sublease all or any portion of the Premises for the\nremainder of the Term of this Lease, Landlord reserves the right to recapture\nthe space and terminate this Lease, or if consent is requested for subletting\nless than the entire Premises for the remainder of the Term of this Lease, to\nterminate this Lease with respect to the portion for which such consent is\nrequested, provided that Landlord shall notify Tenant in writing (\"Recapture\nNotice\") of its intent to recapture the space within ten business (10) days\nafter receipt of written notification of Tenant's intent to market space for\nsublease or assignment. If Landlord provides a timely Recapture Notice, Tenant\nshall have the right within ten business (10) days thereafter to rescind its\nrequest for consent, in which case the Recapture Notice shall be null and void\nand of no further force or effect and Tenant shall have no right to market the\nspace for assignment or sublease hereunder. In addition, upon sublease or\nassignment, if Landlord has not elected to recapture such space, Tenant shall\npay Landlord, as Additional Rent, the amount by which all sums received under\nthe sublease or assignment exceed the total of (i) the Rent and Additional Rent\ndue under this Lease plus (ii) reasonable market rate leasing commissions, legal\nfees, design fees and tenant improvement costs incurred by Tenant with respect\nto the sublease or assignment. Tenant shall provide Landlord copies of all\nsublease or assignment documentation as soon as reasonably possible.\n\n          (c)  Permitted Transfers: Notwithstanding anything herein to the\n               -------------------                                        \ncontrary, Landlord hereby consents to an assignment of this Lease, or a\nsubletting of all or part of the Premises, to (i) the parent of Tenant or to a\nwholly owned subsidiary of Tenant or of such parent, (ii) any corporation in\nwhom or with which Tenant may be merged or consolidated, or (iii) any entity to\nwhom Tenant sells all or substantially all of its assets, provided that in each\nsuch instance such entity expressly assumes all of Tenant's obligations\nhereunder and has a net worth at least equal to the greater of (A) the net worth\nof Tenant on the date hereof or (B) the net worth of Tenant immediately prior to\nsuch assignment or transaction. With respect to the transactions described in\nSubsections (i) and (ii) above, such net worth may be on a consolidated basis\nwith Tenant's affiliated entity. Landlord also consents to a subletting by\nTenant from time to time of portions of the Premises to Tenant's vendors,\nsuppliers and other customers. Landlord acknowledges that Tenant is a publicly\nowned corporation and that the transfer of all or any portion of the ownership\nof stock in Tenant shall not be deemed an assignment of this Lease.\n\n                                       14\n\n \n          (d) Assignee Obligations: As a condition to Landlord's approval,\n              --------------------                                        \nany potential assignee otherwise approved by Landlord shall assume in writing\nall obligations of Tenant under this Lease and shall be liable to Landlord for\nrental and other payments and performance of all terms, covenants and conditions\nof this Lease.\n\n          (e) Sublessee Obligations: Any sublessee shall assume all\n              ---------------------                                \nobligations of Tenant as to that portion of the Premises which is subleased.\n\n     18.  SIGNS: Tenant shall not place or in any manner display any sign,\n          -----                                                           \ngraphics, or other advertising matter anywhere in or about the Premises or the\nBuilding at places visible (either directly or indirectly) from anywhere outside\nthe Premises without first obtaining Landlord's written consent thereto.\nProvided such sign complies with the requirements set forth on Exhibit G\nattached hereto, Landlord shall not unreasonably withhold its consent thereto.\nAny such consent by Landlord shall be upon the understanding and condition that\nTenant shall remove the same at the expiration or sooner termination of this\nLease and Tenant shall repair any damage to the Premises or the Building caused\nthereby. Landlord shall not unreasonably withhold its consent to normal Tenant\nsignage within the Premises which is consistent in Landlord's opinion with the\nBuilding's image and signage and graphics program. Signage other than building\nstandard elevator lobby directory signage is at Tenant's sole expense. If\nallowed by applicable law, and so long as Tenant leases sixty-two and one half\npercent (62.5%) or more of the rentable area of the Building: (a) Tenant shall\nhave the right to place its corporate logo (or other corporate \"brand\") in a\nvisible location on the outside of the Building in one (but not more than one)\nof the locations depicted on Exhibit G attached hereto, as selected by Tenant;\nand (b) Tenant shall also be allowed to erect and maintain a monument sign\noutside the Building. The size, location and design of the monument sign shall\nbe subject to the reasonable approval of Landlord and Tenant.\n\n     19.  LIENS AND INSOLVENCY:\n          --------------------\n\n          (a) Liens: Tenant shall keep its interest in this Lease, the\n              -----                                                   \nPremises, the Land and the Building free from any liens arising out of any work\nperformed and materials ordered or obligations incurred by or on behalf of\nTenant and hereby indemnifies, defends and holds Landlord harmless from any\nliability from any such lien. In the event any lien is filed against the\nBuilding, the Land or the Premises by any person claiming by, through or under\nTenant, Tenant shall, upon request of Landlord and at Tenant's expense, cause\nsuch lien to be released of record within ten (10) days or furnish to Landlord a\nbond, in form and amount and issued by a surety reasonably satisfactory to\nLandlord, indemnifying Landlord, the Land and the Building against all\nliability, costs and expenses, including attorneys fees, which Landlord may\nincur as a result thereof. Provided that such bond has been furnished to\nLandlord, Tenant, at its sole cost and expense and after written notice to\nLandlord, may contest, by appropriate proceedings conducted in good faith and\nwith due diligence, any lien, encumbrance or charge against the Premises arising\nfrom work done or materials provided to or for Tenant, if, and only if, such\nproceedings suspend the collection thereof against Landlord, Tenant and the\nPremises and neither the Premises, the Building nor the Land nor any part\nthereof or interest therein is or will be in any danger of being sold, forfeited\nor lost.\n          (b) Insolvency: If Tenant becomes insolvent or voluntarily or\n              ----------                                               \ninvoluntarily bankrupt, or if a receiver, assignee or other liquidating officer\nis appointed for the business of Tenant (and not discharged within ninety (90)\ndays with respect to an involuntary proceeding), Landlord at its option may\nterminate this Lease and Tenant's right of possession under this Lease and in no\nevent shall this Lease or any rights or privileges hereunder be an asset of\nTenant in any bankruptcy, insolvency or reorganization proceeding.\n\n     20.  DEFAULT:\n          ------- \n\n          (a) Cumulative Remedies: All rights of Landlord and Tenant herein\n              -------------------                                          \nenumerated shall be cumulative, and none shall exclude any other right or remedy\nallowed by law, In addition to the other remedies provided in this Lease,\nLandlord and Tenant shall be entitled to restrain by injunction the violation or\nthreatened violation of any of the covenants, agreements or conditions of this\nLease.\n\n          (b) Tenant's Right to Cure: Tenant shall have a period of three (3)\n              ----------------------                                         \nbusiness days from the date of written notice from Landlord to Tenant within\nwhich to cure any default in the payment of Rent. Additional Rent and other sums\ndue hereunder. Tenant shall have a period of thirty (30) days from the date of\nwritten notice from Landlord to Tenant within which to cure any other default\nhereunder; provided, however, that with respect to any such default capable of\nbeing cured by Tenant which cannot be cured within thirty (30) days, the default\nshall not be deemed to be uncured if\n\n                                       15\n\n \nTenant commences to cure within thirty (30) days and for so long as Tenant is\ndiligently pursuing the cure thereof.\n\n          (c) Abandonment: Abandonment shall be defined as an absence from the\n              -----------                                                     \nPremises of thirty (30) days or more while Tenant is in monetary default. Any\nabandonment by Tenant shall be considered a default with no right to cure,\nallowing Landlord to re-enter the Premises as hereinafter set forth.\n\n          (d) Landlord's Reentry: Upon abandonment or an uncured default of\n              ------------------                                           \nthis Lease by Tenant, Landlord, in addition to any other rights or remedies it\nmay have, at its option, may enter the Premises or any part thereof, and expel,\nremove or put out Tenant or any other persons who may be thereon, together with\nall personal property found therein; and Landlord may terminate this Lease, or\nit may from time to time, without terminating this Lease, relet the Premises or\nany part thereof for such term or terms (which may be for a term less than or\nextending beyond the term hereof) and at such rental or rentals and upon such\nother terms and conditions as Landlord in its sole discretion may deem\nadvisable, with the right to repair, renovate, remodel, redecorate, alter and\nchange the Premises, Tenant remaining liable for any deficiency computed as\nhereinafter set forth. In the case of any default, reentry and\/or dispossession\nall Rent and Additional Rent shall become due thereupon, together with such\nexpenses as Landlord may reasonably incur for attorneys fees, advertising\nexpenses, brokerage fees and\/or putting the Premises in good order or preparing\nthe same for re-rental, together with interest thereon as provided in Section\n37(f) hereof, accruing from the date of any such expenditure by Landlord. No\nsuch re-entry or taking possession of the Premises shall be construed as an\nelection on Landlord's part to terminate this Lease unless a written notice of\nsuch intention be given to Tenant.\n\n          (e) Reletting the Premises: At the option of Landlord, rents\n              -----------------------                                  \nreceived by Landlord from such reletting shall be applied first to the payment\nof any indebtedness from Tenant to Landlord other than Rent and Additional Rent\ndue hereunder; second, to the payment of any costs and expenses of such\nreletting and including, but not limited to, attorneys fees, advertising fees\nand brokerage fees, and to the payment of any repairs, renovations, remodeling,\nredecoration, alterations and changes in the Premises; third, to the payment of\nRent and Additional Rent due and to become due hereunder, and, if after so\napplying said Rents there is any deficiency in the Rent or Additional Rent to be\npaid by Tenant under this Lease, Tenant shall pay any deficiency to Landlord\nmonthly on the dates specified herein. Any payment made or suits brought to\ncollect the amount of the deficiency for any month shall not prejudice in any\nway the right of Landlord to collect the deficiency for any subsequent month.\nThe failure of Landlord to relet the Premises or any part or parts thereof shall\nnot release or affect Tenant's liability hereunder, nor shall Landlord be liable\nfor failure to relet, or in the event of reletting, for failure to collect the\nRent thereof, and in no event shall Tenant be entitled to receive any excess of\nnet Rents collected over sums payable by Tenant to Landlord hereunder.\nNotwithstanding any such reletting without termination, Landlord may at any time\nelect to terminate this Lease for such previous breach and default. Should\nLandlord terminate this Lease by reason of any default, in addition to any other\nremedy it may have, it may recover from Tenant the then present value of Rent\nand Additional Rent reserved in this Lease for the balance of the Term, as it\nmay have been extended, over the then fair market rental value of the Premises\nfor the same period, plus all court costs and attorneys fees incurred by\nLandlord in the collection of the same.\n\n     21.  PRIORITY: Landlord represents that it will be, no later than the\n          --------                                                        \ncommencement of construction (as defined in Section 4(a) above), the sole owner\nin fee simple of the Air Rights and the Building, and that the Building is not\nencumbered by or subject to the lien of any mortgage or deed of trust as of the\ndate of this Lease. Tenant agrees that this Lease shall be subordinate to any\nfirst mortgage or deed of trust hereafter placed upon the Premises or the\nBuilding created by or at the instance of Landlord and to any and all advances\nto be made thereunder and to interest thereon and all renewals, replacements, or\nextensions thereof (\"Landlord's Mortgage\"); provided, however, that the\nsubordination of this Lease and the estate hereby granted to Landlord's Mortgage\nshall be upon the condition that the holder of Landlord's Mortgage (\"Holder\")\nshall execute and deliver to Tenant, and fully perform and abide by the terms\nof, an instrument in recordable form and reasonably satisfactory to Tenant\n(\"Nondisturbance Agreement\") providing that so long as conditions do not exist\nentitling Landlord to declare this Lease at an end under the provisions of\nSection 20 (including the expiration of all periods to cure):\n\n          (a) This Lease and the estate hereby created shall not be terminated;\n\n          (b) Neither Tenant nor any subtenant or assigns of Tenant shall be \njoined by the Holder of Landlord's Mortgage in any foreclosure proceedings;\n\n                                       16\n\n \n          (c) Tenant's possession or enjoyment of the Premises shall not be\ninterfered with by or in any foreclosure, bankruptcy, reorganization action,\nsale or other action or proceeding instituted under or in connection with such\nLandlord's Mortgage, it being the express intention of Landlord, the Holder of\nLandlord's Mortgage and Tenant that Tenant shall not be disturbed in its\npossession and use of the Premises under this Lease for any reason other than\nthe termination of this Lease in accordance with its terms; and\n\n          (d) If the interest of Landlord under this Lease shall be transferred,\nTenant shall attorn to any such transferee upon such transferee's succession to\nthe interest of Landlord under this Lease and notice to Tenant to that effect,\nupon and subject to all the terms, covenants and conditions hereof. \n\n          Landlord and Tenant agree that, subject to the execution and delivery\nof a Nondisturbance Agreement, the provision for the subordination of this Lease\nand the estate hereby granted to the lien of such Landlord's Mortgage shall be\nself-operative and no further instrument shall be required to effect such\nsubordination; but Tenant shall, upon request by Landlord, at any time or times\n(a) execute and deliver any and all instruments as shall be reasonably required\nto effect such subordination and (b) execute and deliver any and all further or\nother instruments that may be reasonably necessary or proper to confirm or\nevidence such subordination, Without limiting the foregoing, upon request of\nLandlord, Tenant shall execute, acknowledge and deliver to the Holder of any\nFirst Mortgage a Subordination, Attornment and Nondisturbance Agreement in the\nform attached as Exhibit E hereto.\n\n          Notwithstanding the foregoing, upon demand of such Holder, such\nLandlord's Mortgage shall be subordinate to this Lease; provided, however, that\nin such event, notwithstanding such subordination, such Landlord's Mortgage\nshall be superior to this Lease with respect to (i) the right, claim and lien of\nthe Landlord's Mortgage in, to and upon any award or other compensation for any\ntaking by eminent domain of any part of the Premises or the Building and the\nright of disposition thereof in accordance with the provisions of the Landlord's\nMortgage; and upon any proceeds payable under any policies of fire and rental\ninsurance upon the Premises or the Building and to the right of disposition\nthereof in accordance with the terms of the Landlord's Mortgage; (ii) any lien,\nright or judgment which may have arisen at any time under the terms of the\nLease; and (iii) such other matters as may be specifically reserved by the\nHolder of such Landlord's Mortgage in writing in connection with such\nsubordination.\n\n\n     22.  SURRENDER OF POSSESSION: Subject to the terms of Section 13 relating\n          -----------------------   \nto damage and destruction, upon expiration of the term of this Lease, whether by\nlapse of time or otherwise, Tenant shall promptly and peacefully surrender the\nPremises to Landlord in as good condition as when received by Tenant from\nLandlord or as thereafter improved (subject to Tenant's obligation to remove any\nAlterations or Changes if requested by Landlord at the time of Landlord's\ninitial consent pursuant to Section 11, above), reasonable use and wear and tear\nexcepted.\n\n     23.  REMOVAL OF PROPERTY: Tenant shall remove all of its movable personal\n          -------------------                                                 \nproperty, telephone, data and computer cabling, and trade fixtures paid for by\nTenant which can be removed without damage to the Premises at the expiration or\nearlier termination of this Lease, and shall pay Landlord any damages for injury\nto the Premises or Building resulting from such removal. All other improvements\nand additions to the Premises shall thereupon become the property of Landlord.\n\n     24.  NON-WAIVER: Waiver by Landlord or Tenant of any term, covenant or\n          ----------                                                       \ncondition herein contained or any breach thereof shall not be deemed to be a\nwaiver of any subsequent breach of the same or any other term, covenant, or\ncondition herein contained. The subsequent acceptance of any payment hereunder\nby Landlord shall not be deemed to be a waiver of any preceding breach by Tenant\nof any term, covenant or condition of this Lease, other than the failure of\nTenant to pay the amount so accepted, regardless of Landlord's knowledge of such\npreceding breach at the time of acceptance of such payment.\n\n     25.  HOLDOVER: If Tenant shall, with the written consent of Landlord, hold\n          --------                                                             \nover after the expiration of the term of this Lease, such tenancy shall be\ndeemed a month-to-month tenancy, which tenancy may be terminated as provided by\napplicable law. During such tenancy, Tenant agrees to pay to Landlord one\nhundred thirty-five percent (135%) of the Rent and Additional Rent in effect\nupon the date of such expiration as stated herein, and to be bound by all of the\nterms, covenants and conditions herein specified, so far as applicable.\nAcceptance by Landlord of Rent and Additional Rent after such expiration or\nearlier termination shall not result in a renewal of this Lease. The foregoing\nprovisions of this Section 25 are in addition to and do not affect Landlord's\nright of re-entry\n\n                                       17\n\n \nor any rights of Landlord hereunder or as otherwise provided by law. If Tenant\nshall hold over after the expiration or earlier termination of this Lease\nwithout the written consent of Landlord, such occupancy shall be deemed an\nunlawful detainer of the Premises subject to the applicable laws of the state in\nwhich the Building is located and, in addition, Tenant shall be liable for any\ncosts, damages, losses and expenses incurred by Landlord as a result of Tenant's\nfailure to surrender the Premises in accordance with this Lease.\n\n     26.  CONDEMNATION:\n          ------------ \n\n          (a) Entire Taking: If all of the Premises or such portions of the\n              -------------                                                \nBuilding as may be required for the reasonable use of the Premises, are taken by\neminent domain, this Lease shall automatically terminate as of the date title\nvests in the condemning authority and all Rent, Additional Rent and other\npayments shall be paid to that date.\n\n          (b) Constructive Taking of Entire Premises: In the event of a taking\n              --------------------------------------\nof a material part of but less than all of the Building, where Landlord or\nTenant shall reasonably determine that the remaining portions of the Premises\ncannot be economically and effectively used by Tenant (whether on account of\nphysical, economic, aesthetic or other reasons), or if, in the opinion of\nLandlord or Tenant, the Building should be restored in such a way as to alter\nthe Premises materially, Landlord or Tenant shall forward a written notice to\nthe other of such determination not more than sixty (60) days after the date of\ntaking. The term of this Lease shall expire upon such date as such party shall\nspecify in such notice but not earlier than sixty (60) days after the date of\nsuch notice.\n\n          (c) Partial Taking: In case of taking of a part of the Premises, or\n              --------------                                                 \na portion of the Building not required for the reasonable use of the Premises,\nthen this Lease shall continue in full force and effect and the Rent shall be\nequitably reduced based on the proportion by which the floor area of the\nPremises is reduced, such Rent reduction to be effective as of the date title to\nsuch portion vests in the condemning authority. If a portion of the Premises\nshall be so taken which renders the remainder of the Premises unsuitable for\ncontinued occupancy by Tenant under this Lease, Tenant may terminate this Lease\nby written notice to Landlord within sixty (60) days after the date of such\ntaking and the term of this Lease shall expire upon such date as Tenant shall\nspecify in such notice not later than sixty (60) days after the date of such\nnotice.\n\n          (d) Awards and Damages: Landlord reserves all rights to damages to\n              ------------------                                            \nthe Premises for any partial, constructive, or entire taking by eminent domain,\nand Tenant hereby assigns to Landlord any right Tenant may have to such damages\nor award, and Tenant shall make no claim against Landlord or the condemning\nauthority for damages for termination of the leasehold interest or interference\nwith Tenant's business, Tenant shall have the right, however, to claim and\nrecover from the condemning authority compensation for any loss to which Tenant\nmay be put for Tenant's moving expenses, business interruption or taking of\nTenant's personal property and leasehold improvements paid for by Tenant (not\nincluding Tenant's leasehold interest) provided that such damages may be claimed\nonly if they are awarded separately in the eminent domain proceedings and not\nout of or as part of the damages recoverable by Landlord.\n\n     27.  NOTICES: All notices under this Lease shall be in writing and\n          -------                                                      \ndelivered in person or sent by registered or certified mail, or nationally\nrecognized courier (such as Federal Express, DHL, etc.), postage prepaid, to\nLandlord and to Tenant at the Notice Addresses provided in Section 1(m) and to\nthe holder of any mortgage or deed of trust at such place as such holder shall\nspecify to Tenant in writing; or such other addresses as may from time to time\nbe designated by any such party in writing. Notices mailed as aforesaid shall be\ndeemed given on the day which is two (2) business days after the date of such\nmailing.\n\n     28.  COSTS AND ATTORNEYS FEES: IF Tenant or Landlord shall bring any\n          ------------------------                                       \naction for any relief against the other, declaratory or otherwise, arising out\nof this Lease, including any suit by Landlord for the recovery of Rent,\nAdditional Rent or other payments hereunder or possession of the Premises, each\nparty shall, and hereby does, to the extent permitted by law, waive trial by\njury and the losing party shall pay the prevailing party a reasonable sum for\nattorneys fees in such suit, at trial and on appeal, and such attorneys fees\nshall be deemed to have accrued on the commencement of such action.\n\n     29.  LANDLORD'S LIABILITY: Anything in this Lease to the contrary\n          --------------------                                        \nnotwithstanding, covenants, undertakings and agreements herein made on the part\nof Landlord are made and intended not as personal covenants, undertakings and\nagreements for the purpose of binding Landlord personally or the assets of\nLandlord except Landlord's interest in the Premises and Building (and any\nproceeds thereof), but are made and intended for the purpose of binding only the\nLandlord's interest in the Premises and Building (and any proceeds thereof), as\nthe same may from time to time\n\n                                       18\n\n \nbe encumbered. No personal liability or personal responsibility is assumed by,\nnor shall at any time be asserted or enforceable against Landlord or its\npartners or their respective heirs, legal representatives, successors, and\nassigns on account of the Lease or on account of any covenant, undertaking or\nagreement of Landlord in this Lease contained.\n\n     30.  ESTOPPEL CERTIFICATES: Tenant shall, from time to time, upon\n          ---------------------                                       \nwritten request of Landlord, execute, acknowledge and deliver to Landlord or its\ndesignee a written statement prepared by Landlord stating: The date this Lease\nwas executed and the date it expires; the date the term commenced and the date\nTenant accepted the Premises; the amount of minimum monthly Rent and the date to\nwhich such Rent has been paid; and certifying to the extent true: That this\nLease is in full force and effect and has not been assigned, modified,\nsupplemented or amended in any way (or specifying the date and terms of\nagreement so affecting this Lease); that this Lease represents the entire\nagreement between the parties as to this leasing; that all conditions under this\nLease to be performed by Landlord have been satisfied; that all required\ncontributions by Landlord to Tenant on account of Tenant's improvements have\nbeen received; that on this date there are no existing claims, defenses or\noffsets which Tenant has against the enforcement of this Lease by Landlord; and\nthat the security deposit is as stated in the Lease. It is intended that any\nsuch statement delivered pursuant to this paragraph may be relied upon by a\nprospective purchaser of Landlord's interest or the holder of any mortgage upon\nLandlord's interest in the Building. If Tenant shall fail to respond within ten\n(10) business days of receipt by Tenant of a written request by Landlord as\nherein provided, Tenant shall be deemed to have given such certificate as above\nprovided without modification and shall be deemed to have admitted the accuracy\nof any information supplied by Landlord to a prospective purchaser or mortgagee\nand that this Lease is in full force and effect, that there are no uncured\ndefaults in Landlord's performance, that the security deposit is as stated in\nthe Lease, and that not more than one month's Rent has been paid in advance.\n\n     31.  TRANSFER OF LANDLORD'S INTEREST: In the event of any transfers of\n          -------------------------------\nLandlord's interest in the Premises or in the Building, other than a transfer\nfor security purposes only, the transferor shall, upon the transfer of the\nsecurity deposit (if any), be automatically relieved of any and all obligations\nand liabilities on the part of Landlord accruing from and after the date of such\ntransfer and such transferee shall have no obligation or liability with respect\nto any matter occurring or arising prior to the date of such transfer. Tenant\nagrees to attorn to the transferee. Notwithstanding anything to the contrary\ncontained in this Section 31 or elsewhere in this Lease, the obligations of\nLandlord to complete Landlord's Work, as provided in Section 3(a), and cause the\nCommencement Date to occur, subject to all other terms and conditions of this\nLease, are hereby guaranteed by Wright Runstad Associates Limited Partnership, a\nWashington limited partnership (\"Guarantor\"), and upon any transfer described in\nthis Section 31 the obligations of Guarantor shall continue unmodified and in\nfull force and effect, and the Guarantor shall not be relieved of any such\nliabilities or obligations by reason of such transfer. Upon fulfillment of the\nabove-described obligations and expiration of the warranty period in Section\n3(c) above, Guarantor's obligations hereunder shall terminate.\n\n     32.  RIGHT TO PERFORM: If Tenant shall fail to pay any sum of money,\n          ----------------                                               \nother than Rent and Additional Rent required to be paid by it hereunder, or\nshall fail to perform any other act on its part to be performed hereunder, and\nsuch failure shall continue for ten (10) days after notice thereof by Landlord,\nLandlord may, but shall not be obligated so to do, and without waiving or\nreleasing Tenant from any obligations of Tenant, make such payment or perform\nany such other act on Tenant's part to be made or performed as provided in this\nLease. Any sums paid by Landlord hereunder shall be immediately due and payable\nby Tenant to Landlord and Landlord shall have (in addition to any other right or\nremedy of Landlord) the same rights and remedies in the event of the nonpayment\nof sums due under this Section as in the case of default by Tenant in the\npayment of Rent.\n\n          If Landlord defaults in its obligations under this Lease, and such\nfailure shall continue for fifteen (15) days after notice thereof by Tenant\n(provided such fifteen (15) day period shall be extended if such default is not\ncurable within fifteen (15) days and Landlord commences such cure within fifteen\n(15) days and thereafter diligently and continuously pursues such cure), Tenant\nmay, but shall not be obligated so to do, and without waiving or releasing\nLandlord from any obligations of Landlord, five (5) business days after\nproviding Landlord with a second written notice, if such failure of Landlord to\nperform continues, make such payment or perform any such other act on Landlord's\npart to be made or performed as provided in this Lease. Any sums paid by Tenant\nhereunder, plus interest accrued at the rate set forth in Section 37(f) below,\nshall be immediately due and payable by Landlord to Tenant, or if Landlord fails\nto pay such amounts on demand, Tenant may deduct the amount so expended by\nTenant from the next due installments of Rent and Additional Rent hereunder.\n\n                                       19\n\n \n     33.  QUIET ENJOYMENT: Tenant shall have the right to the peaceable and\n          ----------------                                                  \nquiet use and enjoyment of the Premises, subject to the provisions of this\nLease, as long as Tenant is not in default hereunder.\n\n     34.  AUTHORITY: If Tenant is a corporation, limited liability company,\n          ---------                                                       \nlimited liability partnership or limited or general partnership, Tenant\nrepresents and warrants that the person executing this Lease on Tenant's behalf\nis duly authorized to execute and deliver this Lease on behalf of Tenant, in\naccordance with a duly adopted resolution or consents of all appropriate persons\nor entities required therefor and in accordance with the formation documents of\nTenant, and that this Lease is binding upon Tenant in accordance with its terms.\nAt Landlord's request, Tenant shall, prior to execution of this Lease, deliver\nto Landlord a copy of a resolution or consent, certified by an appropriate\nofficer, partner or manager of Tenant authorizing or ratifying the execution of\nthis Lease. Landlord represents and warrants that the person executing this\nLease on Landlord's behalf is duly authorized to execute and deliver this Lease\non behalf of Landlord, in accordance with a duly adopted resolution or consents\nof all appropriate persons or entities required therefor and in accordance with\nthe formation documents of Landlord, and that this Lease is binding upon\nLandlord in accordance with its terms.\n\n     35.  HAZARDOUS MATERIALS:\n          -------------------\n\n          (a) Tenant Obligations:\n              ------------------ \n\n              (i)  Tenant shall not dispose of or otherwise allow the release of\nany hazardous waste or materials in, on or under the Premises or the Building,\nor any adjacent property, or in any improvements placed on the Premises. Tenant\nrepresents and warrants to Landlord that Tenant's intended use of the Premises\ndoes not involve the use, production, disposal or bringing on to the Premises of\nany hazardous waste or materials, except only ordinary and general office\nsupplies typically used in first-class downtown office buildings (including, but\nnot limited to, the presence and use of a diesel generator) and only in such\nquantities or concentrations as allowed under applicable laws, rules and\nregulations. As used in this Section, the term \"hazardous waste or materials\"\nincludes any substance, waste or material defined or designated as hazardous,\ntoxic or dangerous (or any similar term) pursuant to any statute, regulation,\nrule or ordinance now or hereafter in effect. Tenant shall promptly comply with\nall such statutes, regulations, rules and ordinances, and if Tenant fails to so\ncomply Landlord may, after reasonable prior notice to Tenant (except in case of\nemergency) effect such compliance on behalf of Tenant. Tenant shall immediately\nreimburse Landlord for all costs incurred in effecting such compliance.\n\n              (ii) Tenant agrees to indemnify, defend and hold harmless Landlord\nagainst any and all actual losses, liabilities, suits, obligations, fines,\ndamages, judgments, penalties, claims, charges, cleanup costs, remedial actions,\ncosts and expenses (including, without limitation, consultant fees, attorneys'\nfees and disbursements) which may be imposed on, incurred or paid by Landlord,\nor asserted in connection with (i) any misrepresentation, breach of warranty or\nother default by Tenant under this Section 35, or (ii) the acts of Tenant, or\nany subtenant or other person for whom Tenant would otherwise be liable,\nresulting in the release of any hazardous waste or materials on or in the\nPremises.\n\n          (b) Landlord Obligations: Landlord represents to Tenant that, to\n              --------------------                                        \nthe best of Landlord's knowledge, no hazardous waste or materials have been\ngenerated, stored or disposed of on, in or under the Premises or the Building\nother than in compliance with all applicable laws. Landlord will hold Tenant\nharmless from and defend and indemnify Tenant against any actual costs resulting\nfrom any breach of this representation or resulting from the release of\nhazardous waste or materials on, in or under the Premises or the Building by\nLandlord or its employees, agents or contractors. Landlord shall not be\nresponsible for any hazardous waste or materials resulting from the acts of\nother tenants or occupants of the Building or other third parties, or for\nconsequential damages arising from the presence of any hazardous wastes or\nmaterials on the Premises or in the Building.\n\n     36.  TELECOMMUNICATIONS LINES AND EQUIPMENT:\n          --------------------------------------\n\n          (a) Location of Tenant's Equipment and Landlord Consent:\n              ---------------------------------------------------\n\n              (i) Tenant may install, maintain, replace, remove and use\ncommunications or computer wires, cables and related devices (collectively, the\n\"Lines\") at the Building in or serving the Premises, only with Landlord's prior\nwritten consent if such Lines are to be installed in Building conduit or shafts,\nwhich consent shall not be unreasonably withheld. Tenant shall locate all\nelectronic telecommunications equipment within the Premises. Any request for\nconsent shall contain detailed plans, drawings and specifications identifying\nall work to be performed, the time schedule for\n\n                                       20\n\n \ncompletion of the work, the identity of the entity that will provide service to\nthe Lines and the identity of the entity that will perform the proposed work\n(which entity shall be subject to Landlord's reasonable approval). Landlord\nshall have a reasonable time in which to evaluate the request after it is\nsubmitted by Tenant (but if Landlord has not responded in ten (10) days,\nLandlord shall be deemed to have consented).\n\n              (ii)  Landlord may consider the following factors, among others,\nin making its determination: (A) the experience, qualifications and prior work\npractice of the proposed contractor and its ability to provide sufficient\ninsurance coverage for its work at the Building; (B) whether or not the proposed\nwork will interfere with the use of any then existing Lines at the Building; (C)\nwhether or not an acceptable number of spare Lines and space for additional\nLines shall be maintained for existing and future occupants of the Building; (D)\na requirement that Tenant remove existing abandoned Lines located in or\nservicing the Premises, as a condition to permitting the installation of new\nlines; (E) whether or not Tenant is in default of any of its obligations under\nthis Lease; (F) whether the proposed work or resulting Lines will impose new\nobligations on Landlord, expose Landlord to liability of any nature or\ndescription, increase Landlord's insurance premiums for the Building, create\nliabilities for which Landlord is unable to obtain insurance protection or\nimperil Landlord's insurance coverage; (G) whether Tenant's proposed\ntelecommunications service provider is willing to pay reasonable monetary\ncompensation for the use and occupation of the Building; and (H) whether the\nwork or resulting Lines would adversely affect the Land, Building or any space\nin the Building in any manner.\n\n              (iii) Landlord's approval of, or requirements concerning, the\nLines or any equipment related thereto, the plans, specifications or designs\nrelated thereto, the contractor or subcontractor, or the work performed\nhereunder, shall not be deemed a warranty as to the adequacy thereof, and\nLandlord hereby disclaims any responsibility or liability for the same.\n\n              (iv)  If Landlord consents to Tenant's proposal, Tenant shall (A)\npay all costs in connection therewith (including all costs related to new\nLines); (B) comply with all requirements and conditions of this Section; (C)\nuse, maintain and operate the Lines and related equipment in accordance with and\nsubject to all laws governing the Lines and equipment. Tenant shall further\ninsure that (I) Tenant's contractor complies with the provisions of this Section\nand Landlord's reasonable requirements governing any work performed; (II)\nTenant's contractor provides all insurance required by Landlord; (III) any work\nperformed shall comply with all Laws; and (IV) as soon as the work in completed,\nTenant shall submit \"as-built\" drawings to Landlord.\n\n              (v)   Landlord reserves the right to require that Tenant remove\nany Lines located in or serving the Premises which are installed in violation of\nthese provisions, or which are at any time in violation of any laws or present a\ndangerous or potentially dangerous condition (whether such Lines were installed\nby Tenant or any other party), within thirty (30) days after written notice.\n\n              (vi)  Notwithstanding anything in the above paragraphs, Tenant\nshall remove any Lines located in or serving the Premises promptly upon\nexpiration or sooner termination of this Lease.\n\n          (b) Landlord's Rights: Landlord may (but shall not have the \n              ----------------- \nobligation to), with Tenant's consent (which shall not be unreasonably\nwithheld):\n\n              (i)   install new lines at the Building;\n\n              (ii)  create additional space for Lines at the Building; and\n\n              (iii) direct, monitor and\/or supervise the installation,\nmaintenance, replacement and removal of, the allocation and periodic re-\nallocation of available space (if any) for, and the allocation of excess\ncapacity (if any) on, any Lines now or hereafter installed at the Building by\nLandlord, Tenant or any other party (but Landlord shall have no right to monitor\nor control the information transmitted through such Lines).\n\n          (c) Indemnification: In addition to any other indemnification\n              ---------------                                          \nobligations under this Lease, Tenant shall indemnify, defend and hold harmless\nLandlord and its employees, agents, officers, and contractors from and against\nany and all claims, demands, penalties, fines, liabilities, settlements,\ndamages, costs or expenses (including reasonable attorneys' fees) arising out of\nor in any way related to the acts of Tenant, Tenant's officers, directors,\nemployees, agents, contractors, subcontractors, subtenants, and invitees with\nrespect to: (i) any Lines or equipment related thereto serving Tenant in the\nBuilding; (ii) any personal injury (including wrongful death) or property\ndamage arising out of or related to any Lines or equipment related thereto\nserving Tenant in the Building; (iii) any lawsuit brought or threatened,\nsettlement reached, or governmental order, fine or\n\n                                       21\n\n \npenalty relating to such Lines or equipment related thereto; and (iv) any\nviolations of Laws or demands of governmental authorities which are based upon\nor in any way related to such Lines or equipment. This indemnification and hold\nharmless agreement shall survive the termination of this Lease.\n\n          (d) Limitation of Liability: Except to the extent arising from the\n              -----------------------\nnegligence or willful misconduct of Landlord or Landlord's agents or employees,\nLandlord shall have no liability for damages arising from, and Landlord does not\nwarrant that the Tenant's use of any Lines will be free from the following\n(collectively called \"Line Problems\"): (i) any shortages, failures, variations,\ninterruptions, disconnections, loss or damage caused by the installation,\nmaintenance, or replacement, use or removal of Lines by or for other tenants or\noccupants at the Building, by any failure of the environmental conditions or the\npower supply for the Building to conform to any requirement of the Lines or any\nassociated equipment, or any other problems associated with any Lines by any\nother cause; or (ii) any eavesdropping or wire-tapping by unauthorized parties.\nLandlord in no event shall be liable for damages by reason of loss of profits,\nbusiness interruption or other consequential damages from any Line Problems.\nUnder no circumstances shall any Line Problems be deemed an actual or\nconstructive eviction of Tenant, render Landlord liable to Tenant for abatement\nof Rent, or relieve Tenant from performance of Tenant's obligations under this\nLease.\n\n          (e) Electromagnetic Fields: If Tenant at any time uses any\n              ----------------------                                \nequipment that may create an electromagnetic field exceeding the normal\ninsulation ratings of ordinary twisted pair riser cable or cause radiation\nhigher than normal background radiation, Landlord reserves the right to require\nTenant to appropriately insulate the Lines therefor (including riser cables) to\nprevent such excessive electromagnetic fields or radiation.\n\n     37.  GENERAL:\n\n          (a) Headings: Titles to Sections of this Lease are not a part of this\n              --------                                                    \nLease and shall have no effect upon the construction or interpretation of any\npart hereof.\n\n          (b) Successors and Assigns: All of the covenants, agreements, terms\n              ----------------------                                   \nand conditions contained in this Lease shall inure to and be binding upon the\nLandlord and Tenant and their respective, successors and assigns.\n\n          (c) Payment of Brokers: Landlord shall pay Wright Runstad &amp; Company\n              ------------------\nand Washington Partners the real estate commissions pursuant to the signed\nbrokerage agreements between such brokers and Landlord. If Tenant has dealt with\nany other person or real estate broker with respect to leasing or renting space\nin the Building, Tenant shall be solely responsible for the payment of any fee\ndue said person or firm and Tenant shall indemnify and hold Landlord harmless\nagainst any liability in respect thereto, including Landlord's attorneys' fees\nand costs in defense of any such claim.\n\n          (d) Entire Agreement: This Lease contains all covenants and\n              ----------------                                       \nagreements between Landlord and Tenant relating in any manner to the leasing,\nuse and occupancy of the Premises, to Tenant's use of the Building and other\nmatters set forth in this Lease. No prior agreements or understanding pertaining\nto the same shall be valid or of any force or effect and the covenants and\nagreements of this Lease shall not be altered, modified or added to except in\nwriting signed by Landlord and Tenant.\n\n          (e) Severability: Any provision of this Lease which shall be held\n              ------------                                                 \ninvalid, void or illegal shall in no way affect, impair or invalidate any other\nprovision hereof and the remaining provisions hereof shall nevertheless remain\nin full force and effect.\n\n          (f) Overdue Payments: Tenant acknowledges that a late payment of\n              ----------------                                            \nRent or other sums due hereunder will cause Landlord to incur costs not\ncontemplated by this Lease. Such costs may include, but not be limited to,\nprocessing and accounting charges, and penalties imposed by terms of any\ncontracts, mortgages or deeds of trust covering the Building. Therefore, in the\nevent Tenant shall fail to pay any Rent, Additional Rent or other sums payable\nby Tenant under this Lease for seven (7) days after such amount is due, then\nTenant shall pay Landlord, as Additional Rent, a late charge (\"Late Charge\")\nequal to four percent (4%) of such amount owing, but not in excess of the\nhighest rate permitted by law. In addition to any Late Charges which may be\nincurred hereunder, any Rent, Additional Rent or other sums payable by Tenant\nunder this Lease which are more than thirty (30) days past due, shall bear\ninterest at a rate equal to fourteen percent (14%) per annum but not in excess\nof the highest lawful rate permitted under applicable laws, calculated from the\noriginal due date thereof to the date of payment (\"Overdue Fee\"); provided,\nhowever, the minimum Overdue Fee shall be One Hundred Dollars ($100.00).\n\n                                       22\n\n \n               In addition, if payments are received by check or draft from\nTenant, and two (2) or more of such checks or drafts are dishonored by the bank\nor other financial institution they were drawn upon in any twelve (12) month\nperiod, Landlord may thereafter require all Rent and other payments due\nhereunder from Tenant to Landlord to be made by bank cashier's or bank certified\ncheck or other similar means of payment and Landlord shall not be required to\naccept any checks or drafts of Tenant which do not comply with such\nrequirements.\n \n          (g)  Force Majeure: Except for the payment of Rent, Additional Rent\n               -------------  \nand other sums payable by Tenant, time periods for Tenant's or Landlord's\nperformance under any provisions of this Lease shall be extended for periods of\ntime during which Tenant's or Landlord's performance is prevented due to\ncircumstances beyond Tenant's or Landlord's reasonable control; provided,\nhowever, that the time periods set forth in Section 3(d) shall not be so\nextended.\n\n          (h) Right to Change Public Spaces: Landlord shall have the right,\n              -----------------------------                                \nwithout Tenant's consent with respect to changes required by law and otherwise\nwith the reasonable approval of Tenant so long as Tenant leases sixty-two and\none-half percent (62.5%) or more of the Building, to change the arrangement or\nlocation of such of the following as are not contained within the Premises or\nany part thereof: entrances, passageways, doors and doorways, corridors, stairs,\ntoilets and other like public service portions of the Building. Nevertheless, in\nno event shall Landlord diminish any service, change arrangement or location of\nthe elevators serving the Premises, make any change which shall diminish the\narea of the Premises, make any change which shall interfere with access to the\nPremises or change the character of the Building from that of a first-class\noffice building. If Tenant does not lease one hundred percent (100%) of the\nBuilding (excluding any subtenants of Tenant that are suppliers or customers of\nTenant), the main Building lobby on the first floor will become a common\nBuilding lobby, as will lobbies and corridors on floors with other tenants, and\nLandlord reserves the right to make such changes as may be reasonably necessary\nin such event. A floor plan of the main Building lobby, should Tenant lease less\nthan one hundred percent (100)% of the Building (excluding any subtenants of\nTenant that are suppliers or customers of Tenant), is attached as Exhibit J\nhereto.\n\n          (i) Governing Law: This Lease shall be governed by and construed in\n              -------------                                                  \naccordance with the laws of the State of Washington.\n\n          (j) Building Directory: Landlord shall maintain in the lobby of\n              ------------------\nBuilding a directory which shall include the name of Tenant and any other names\nreasonably requested by Tenant in proportion to the number of listings given to\ncomparable tenants of the Building.\n\n          (k) Building Name: The Building shall be known as World Trade Center\n              -------------\nNorth, and shall contain the word \"Visio\" (or any successor name used by\nTenant), or such other name as may be determined by Landlord and Tenant,\nprovided Tenant's rights to approve the Building name under this Section 37(k)\nshall remain in effect only so long as Tenant leases at least sixty-two and one-\nhalf percent (62.5%) of the rentable area of the Building.\n\n          (l) Consents and Approvals; Certifications: Whenever by the terms of\n              --------------------------------------                          \nthis Lease the consent or approval of Landlord or Tenant is specifically\nrequired, such consent or approval shall not be unreasonably withheld or delayed\nexcept to the extent otherwise specifically provided herein. If either party\nwishes to withhold any such consent or approval, such party shall promptly\nnotify the other party in writing specifying the reasons for withholding the\nsame. Any certificate or certification required hereunder shall be signed by a\nduly authorized representative of the party making it and shall set forth the\ninformation required hereunder with respect to such certificate, and the party\nfor whom it is made hereby warrants that the information given in each such\ncertificate will be complete and accurate in every material respect when given.\n\n          (m) Memorandum of Lease: Upon the request of either party, Landlord\n              -------------------\nand Tenant will execute and deliver, in recordable form, a memorandum or short\nform of this Lease, and either Landlord or Tenant, at their respective options,\nmay record such memorandum or short form of this Lease.\n\n                                       23\n\n \n          IN WITNESS WHEREOF this Lease has been executed the day and year\nfirst above set forth.\n\n     TENANT:        VISIO CORPORATION, a Washington corporation\n\n\n                    By   \/s\/ Steve M. Gordon\n                        -------------------------------------\n                        Steve M. Gordon, CFO and Senior Vice-President\n                        of Finance and Operations\n\n\n\n     LANDLORD:      WRC WALL STREET LLC, a Washington limited liability company\n\n                    By:  WRIGHT RUNSTAD ASSOCIATES LIMITED PARTNERSHIP,\n                         a Washington limited partnership, its sole member\n\n                         By:  WRIGHT RUNSTAD &amp; COMPANY, a Washington\n                              corporation, its general partner\n                            \n\n\n                              By:  \/s\/ Douglas E Norberg\n                                   ---------------------------------\n                                 Its:  DOUGLAS E NORBERG\n                                       -----------------------------\n                                           PRESIDENT\n                                          \n\n     GUARANTOR:     WRIGHT RUNSTAD ASSOCIATES LIMITED PARTNERSHIP, a\n                    Washington limited partnership, signing solely with respect\n                    to the obligations described in Section 31 above\n\n                    By:  WRIGHT RUNSTAD &amp; COMPANY, a Washington corporation,\n                         its general partner\n                         \n\n\n                         By:  \/s\/ Douglas E. Norberg\n                             --------------------------------\n                            Its:  DOUGLAS E. NORBERG \n                                  ---------------------------\n                                           PRESIDENT\n                                     \nSTATE OF WASHINGTON         )\n                            ) ss.\nCOUNTY OF KING              )\n\n\n          THIS IS TO CERTIFY that on this 18 day of December, 1998, before me,\nthe undersigned, a notary public in and for the state aforesaid, duly\ncommissioned and sworn, personally appeared Steve M. Gordon, to me known to be\nthe CFO and Senior Vice-President of finance and Operations of VISIO\nCORPORATION, the corporation that executed the within and foregoing instrument,\nand acknowledged the said instrument to be the free and voluntary act and deed\nof said corporation for the uses and purposes therein mentioned, and on oath\nstated that they were authorized to execute said instrument, and that the seal\naffixed, if any, is the corporate seal of said corporation.\n\n\n          WITNESS my hand and official seal the day and year in this certificate\nfirst above written.\n\n    \n                         Signature \/s\/ Patricia Weidmaier\n                                   -------------------------------------------\n                         Printed Name  PATRICIA WIEDMAIER\n                                       ---------------------------------------  \n                         Notary public in and for the state of Washington\n[STAMP]                  residing at 4769 34\/th\/ Ave NE, Seattle, WA. 98105\n                                     -----------------------------------------\n                         My appointment expires 11\/09\/00\n                                                ------------------------------\n\n                                       24\n\n \nSTATE OF WASHINGTON      )\n                         ) ss.\nCOUNTY OF KING           )\n\n          THIS IS TO CERTIFY that on this 18\/th\/ day of December, 1998, before\nme, the undersigned, a notary public in and for the state aforesaid, duly\ncommissioned and sworn, personally appeared Douglas E Norberg, to me known to be\nthe President of WRIGHT RUNSTAD &amp; COMPANY, the corporation that executed the\nwithin and foregoing instrument on behalf of and as general partner for WRIGHT\nRUNSTAD ASSOCIATES LIMITED PARTNERSHIP which in turn was acting on behalf of and\nas the sole member and manager of WRC WALL STREET LLC, and acknowledged the said\ninstrument to be the free and voluntary act and deed of said corporation,\npartnership and limited liability company respectively for the uses and purposes\ntherein mentioned, and on oath stated that he was authorized to execute said\ninstrument.\n\n          WITNESS my hand and official seal the day and year in this certificate\nfirst above written.\n\n\n\n                       Signature \/s\/ Jon M. Marcotte\n                                ----------------------------------------- \n                       Printed Name   JON M. MARCOTTE\n[STAMP]                            -------------------------------------- \n                       Notary public in and for the state of Washington \n                       residing at        Seattle    \n                                  ---------------------------------------  \n                       My appointment expires    July 19, 2000     \n                                             ----------------------------\n\nSTATE OF WASHINGTON       ) \n                          ) ss.\nCOUNTY OF KING            )\n\n\n          THIS IS TO CERTIFY that on this 18\/th\/ day of December, 1998, before\nme, the undersigned, a notary public in and for the state of Washington, duly\ncommissioned and sworn, personally appeared Douglas E. Norberg, to me known to\nbe the President of WRIGHT RUNSTAD &amp; COMPANY, (the corporation that executed the\nwithin and foregoing instrument on behalf of and as general partner for WRIGHT\nRUNSTAD ASSOCIATES LIMITED PARTNERSHIP, and acknowledged the said instrument to\nbe the free and voluntary act and deed of said corporation and limited\npartnership respectively for the uses and purposes therein mentioned, and on\noath stated that they were authorized to execute said instrument.\n\n          WITNESS my hand and official seal the day and year in this certificate\n first above written.\n                \n\n                       Signature \/s\/ Jon M. Marcotte\n                                ------------------------------------------\n                       Printed Name      JON M. MARCOTTE\n                                   ---------------------------------------\n                       Notary public in and for the state of Washington\n[STAMP]                residing at       Seattle\n                                  ----------------------------------------\n                       My appointment expires   July 19, 2000\n                                              ----------------------------\n\n                                       25\n\n \n                                   EXHIBIT B\n                                      TO\n                           WORLD TRADE CENTER NORTH\n                                LEASE AGREEMENT\n                            TENANT IMPROVEMENTS FOR\n                               VISIO CORPORATION\n                               DECEMBER 18, 1998\n                                        \n\n     I.   IMPROVEMENTS PROVIDED BY LANDLORD: Landlord agrees to provide\nimprovements to the Building and the Premises pursuant to the attached Exhibit\nD, Base Building Specifications, and the schematic plans identified on Exhibit \nB-1.\n\n    II.   IMPROVEMENTS BY TENANT\/REIMBURSEMENT BY LANDLORD: Design and\nconstruction of all improvements in the Premises beyond those listed in Exhibits\nD and B-1 shall be provided at Tenant's expense. Landlord shall pay the cost of\nsuch additional improvements up to an amount equal to Thirty Six and 40\/100\nDollars ($36.40) per net rentable square foot for the first 73,500 of net\nrentable area leased by Tenant hereunder, and Thirty One and 20\/100 Dollars\n($31.20) per net rentable square foot for all space in excess of 73,500 square\nfeet of net rentable area leased by Tenant (\"Allowance\").\n\n          Landlord shall expedite all permits and government approvals and\nassume specific responsibility for delivery of the Premises as defined in the\nLease and this Exhibit B, provided Tenant shall have met the drawing delivery\ndates herein and, unless the general contractor engaged by Landlord to construct\nthe shell and core of the Building (\"General Contractor\") is chosen to construct\nthe Tenant Improvements pursuant to Section V(A) below, Landlord shall manage\nthe bidding of tenant improvements to at least three (3) firms acceptable to\nTenant, one of which shall be Foushee and Associates, Inc. and one of which will\nbe the General Contractor. The contractor selected by Tenant to construct the\nTenant Improvements shall be hereinafter known as the \"Tenant Improvement\nContractor\". In addition, Tenant shall have the right to select its own\nsubcontractors or service providers to perform the work listed below. These\nsubcontractors shall work under the direction of Tenant or the Tenant\nImprovement Contractor:\n\n          a)  Telecommunications\n          b)  Data Systems and Cabling\n          c)  Security -- The security system shall be discussed in the\n              context of the planned building security system.\n          d)  Audio Visual\n          e)  Food Service\n\n\n     III. BUILDING STANDARD IMPROVEMENTS: Landlord and Tenant shall\nmutually agree upon Building Standard details for lighting, window coverings;\ndoors; relites; hardware and ceiling treatment. Building Standards shall be\nequal in quality to tenant improvement standards established for the East\nBuilding.\n\n          Tenant shall use Building Standard heating, ventilating and air\nconditioning distribution and controls.\n\n     IV.  DESIGN OF TENANT IMPROVEMENTS: Tenant, at Tenant's cost and with the\napproval of Landlord, has retained Marvin Yamaguchi (\"Tenant's Office Planner\")\nto prepare the necessary drawings for Basic Plans and supply the information\nnecessary to complete the Working Drawings and Engineering Drawings referred to\nin Section IV(B) of this Exhibit B for construction of the tenant improvements\nin Tenant's area. All Tenant's Plans shall be subject to approval of Landlord\n(not to be unreasonably withheld or delayed) in accordance with Section IV(C) of\nthis Exhibit B, and Landlord agrees to respond in writing with approval or\ncomments within five (5) business days after receipt of each component of\nTenant's P1ans,\n\n                                Exhibit B-l    \n\n \n          Tenant's Office Planner shall ensure that the work shown on Tenant's\nPlans is compatible with the basic Building Plans and that necessary basic\nBuilding modifications are included in Tenant's Plans. Such modifications shall\nbe subject to Landlord approval. In the event that any of Tenant's design\nrequirements impact the shell and core design, so long as any shell and core\nchanges can be incorporated into the shell and core documents prior to document\ncompletion at no cost to Landlord, then these changes to the shell and core\ndocuments shall be included and Tenant shall not be required to pay for these\nchanges to the documents.\n\n          If such changes are made subsequent to completion of the shell and\ncore documents or Landlord's Architect reasonably charges Landlord for such\nchanges, then such modifications shall be subject to Landlord's approval and the\ncost of the changes to the documents shall be paid by Tenant.\n\n          Any changes requested to the shell and core design by Tenant which\nincrease the cost of the shell and core construction shall, subject to the\nprocess described in Section V(C) below, be paid by Tenant.\n\n          On or before the indicated dates, Tenant shall supply Landlord with\none (1) reproducible copy and five (5) black line prints of the following Tenant\nPlans with respect to the Tenant Improvements in the Premises:\n\n          A.   Basic Plans Delivery Date: August 16, 1999.\n\n               The Basic Plans due on this date shall be signed by Tenant and\ninclude;\n\n               Architectural Floor Plans: These shall be fully dimensioned floor\nplans showing partition layout and identifying each room with a number and each\ndoor with a number. The Basic Plans must clearly identify and locate equipment\nrequiring plumbing or other special mechanical systems, area(s) subject to \nabove-normal floor loads, special openings in the floor, and other major or\nspecial features.\n\n          B.   Working Drawings Delivery Date: October 3, 1999.\n\n               On this date and at Tenant's expense, Tenant's Office Planner\nshall produce four (4) sets of Full Working Drawings for construction from the\nBasic Plans using the Pin Bar or CADD System, which system shall be approved by\nLandlord for compatibility with the other Building drawings. The four (4) sets\nof Working Drawings due on this date shall be signed by the Tenant and include\nall items in the Basic Plans referenced in Section IV(A) above plus the\nfollowing additional information:\n\n               (1)  Electrical and Telephone Outlets: Locate all power and\ntelephone requirements: Dimension the position from a corner and give height\nabove concrete slab for all critically located outlets. Identify all dedicated\ncircuits and identify all power outlets greater than 120 volts. For the\nequipment used in these outlets which require dedicated circuits and\/or which\nrequire greater than 120 volts, identify the type of equipment, the\nmanufacturer's name and the manufacturer's model number, and submit a brochure\nfor each piece of equipment. Also identify the manufacturer's name of the phone\nsystem to be used and the power requirements, size, and location of its\nprocessing equipment.\n\n               (2)  Reflected Ceiling Plan: Lighting layout showing location and\ntype of all Building Standard and special lighting fixtures.\n\n               (3)  Furniture Layout: Layout showing furniture location so that\nLandlord's engineer can review the location of all light fixtures.\n\n          The Allowance shall be applied to the cost of the engineers retained\nby Tenant's Office Planner preparing plumbing (Holiday Parks), electrical\n(Evergreen Electrical), heating, air conditioning (Holiday Parks) and structural\nplans (KPFF) (Engineering Drawings) for Tenant's improvements based on the\nsigned Working Drawings. The Allowance shall also be applied to any necessary\nreview of the Engineering Drawings by Landlord's shell and core engineer\n(Coffman Engineers, Inc.).\n\n                                  Exhibit B-2\n\n \n          C.   Final Plans Review Date:  October 24, 1999.\n\n               On this date, Tenant's Office Planner shall deliver to Landlord\nand Tenant for review and approval four (4) complete sets of Final Plans which\nwill incorporate the Working Drawings referenced in Section IV(B) above, plus\nthe following additional information:\n\n               (1) Millwork Details: These drawings shall be in final form with\nTenant's Office Planner's title block along the right border of the drawing, and\nshall include construction details of all cabinets, paneling, trim, bookcases,\nand door and jamb details for non-Building Standard doors and jambs.\n\n               (2) Keying Schedules and Hardware Information: This information\nshall be in final form and include a preliminary Keying Schedule indicating\nwhich doors are locked, plus an \"X\" on the side of the door where the key will\nbe inserted if a keyed door. Complete specifications for all non-Building\nStandard hardware will also be provided. The final keying schedule will be\ncompleted by April 1, 2000.\n\n               (3) Room Finish and Color Schedule: This information shall be in\nfinal form and include locations and specifications for all wall finishes, floor\ncovering and base for each room.\n\n               (4) Construction Notes and Specifications: Complete\nspecifications for every item included except those specified by the Landlord.\n\n          D.   Final Plans Delivery Date: November 1, 1999.\n\n               The four (4) sets of Final Plans approved by Landlord and Tenant\nand due on this date shall include all the Final Plans referenced in Section\nIV(C) above. Final Plans are to be signed by Tenant and delivered to Landlord by\nthe Final Plans Delivery Date. Landlord shall return one (1) signed set to\nTenant for Tenant's records. Landlord will incorporate or submit Engineering\nDrawings with Tenant's Final Plans for transmittal to the General Contractor.\n\n               Tenant shall be responsible for delays and additional costs in\ncompletion of the Tenant Improvements incurred as a result of changes made to\nany of Tenant's Plans after the specified Plan Delivery Date, delays caused by\nTenant's failure to comply with the Plan Delivery Dates, Tenant's failure to\nprovide adequate specifications or information for the completion of Tenant's\nPlans, or by delays caused by Tenant's specification of special materials; but\nonly to the extent any of the foregoing delays or prevents critical path work or\nadversely affects completion.\n\n     V.   CONSTRUCTION OF TENANT IMPROVEMENTS\n\n          A.  Authorization to Proceed. Upon completion of Tenant's Final Plans,\nthe Final Plans will be submitted to General Contractor, for pricing. General\nContractor shall have three (3) weeks to provide their bid proposal with respect\nto completion of the Initial Tenant Improvement Work pursuant to the Final\nPlans, and if Tenant, Landlord and General Contractor have not agreed on hiring\nGeneral Contractor within two (2) weeks after receipt of General Contractor's\nbid, then the work contemplated in Tenant's Final Plans shall go out to bid as\ndescribed in Article II above. The final construction contract to be entered\ninto between Landlord and the Initial Tenant Improvement Contractor (including,\nbut not limited to, the guaranteed maximum price to be contained therein) shall\nalso be subject to Tenant's review and approval, such approval not to be\nunreasonably withheld. If the General Contractor is not selected as the \nInitial Tenant Improvement Contractor, Landlord shall entertain bids from the\nthree (3) firms and Landlord and Tenant shall review all pricing documentation\nreceived from the bidding tenant improvement contractors, including sub bids,\nquantities, and unit prices. Within ten (10) days of receipt of such prices and\nprior to execution of the Tenant Improvements construction contract, Tenant\nshall give Landlord written authorization to complete the Premises in accordance\nwith such Final Plans and naming the Initial Tenant Improvement Contractor.\nTenant may in such authorization delete any or all items of extra cost; however\nif the General Contractor is selected, then if Landlord deems these changes to\nbe extensive, at its option, Landlord may within three (3) business days of\nTenant's written authorization refuse to accept the authorization to proceed\nuntil all changes have been incorporated in the Final Plans signed by Tenant and\nwritten acceptance of the revised price has been received by Landlord from\nTenant. In the absence of such written authorization to proceed and if\nLandlord's contractor is selected,\n\n                                  Exhibit B-3\n\n \nthen Landlord shall not be obligated to commence work on the Premises and Tenant\nshall be responsible for any costs due to any resulting delay in completion of\nthe Premises and as provided in Section 3(c) of the Lease.\n\n          B.   Payments. Refer to Section 3(b) from the body of the Lease.\n\n          C.   Final Plans and Modifications. If Tenant shall request any change\nafter the Final Plans are submitted, Tenant shall request such change in writing\nto Landlord and such request shall be accompanied by all plans and\nspecifications necessary to show and explain changes from the approved Final\nPlans. After receiving this information, Landlord shall give Tenant within five\n(5) business days a written price for the cost of engineering design services\nand an estimate of construction costs to incorporate the change in Tenant's\nFinal Plans. If Tenant approves such price in writing within five (5) business\ndays, Tenant shall within five (5) business days have such Final Plans changes\nmade to engineering drawings and Tenant shall have changes made to other Final\nPlan design documents. Within three (3) business days after completion of such\nchanges in the Final Plans, Landlord shall provide Tenant a written breakdown of\nthe final costs, if any, which shall be chargeable or credited to Tenant for\nsuch change, addition or deletion and any impact such changes shall have on the\nschedule. The cost for such changes, whether chargeable or credited to Tenant,\nshall include the following Landlord coordination fee: for changes up to Five\nThousand Dollars ($5,000), seven percent (7%); for changes up to Ten Thousand\nDollars ($10,000), five percent (5%); and for changes exceeding Ten Thousand\nDollars ($10,000), three percent (3%). If Tenant wishes to proceed with such\nchanges, Tenant shall within five (5) business days so notify Landlord in\nwriting. In the absence of such notice, Landlord shall proceed in accordance\nwith the previously approved Final Plans before such change, addition or\ndeletion was requested. In accordance with Section 3(c) of the Lease, Tenant\nshall be responsible for any resulting delay in completion of the Premises due\nto modification of Final Plans. Tenant shall also be responsible for any\ndemolition work required as a result of the change.\n\n          D.   Improvements Constructed by Tenant. If any work is to be\nperformed in connection with the Tenant Improvements on the Premises by Tenant\nor Tenant's contractor:\n\n               (1)  Such work shall proceed upon Landlord's written approval\n(not to be unreasonably withheld) of (i) Tenant's contractor, (ii) general\nliability and property damage insurance satisfactory to Landlord carried by\nTenant's contractor, which insurance shall not be required to exceed levels\ncarried by General Contractor, (iii) detailed plans and specifications for such\nwork, and (iv) amount of general conditions directly attributable to work\nperformed by Tenant's contractor and approved in advance by Tenant to be paid by\nTenant to Landlord for the services still provided by General Contractor or\nTenant Improvement Contractor.\n\n               (2)  All work shall be done in conformity with a valid building\npermit when required, a copy of which shall be furnished for Landlord before\nsuch work is commenced, and in any case, all such work shall be performed in\naccordance with all applicable governmental regulations. Notwithstanding any\nfailure by Landlord to object to any such work, Landlord shall have no\nresponsibility for Tenant's failure to meet all applicable regulations.\n\n               (3)  All work by Tenant or Tenant's contractor shall be done with\nunion labor in accordance with all union labor agreements applicable to the\ntrades being employed, unless otherwise agreed to in writing by Landlord.\n\n               (4)  All work by Tenant or Tenant's contractor shall be scheduled\nthrough Landlord or, with Landlord's approval, directly with the General\nContractor or Tenant Improvement Contractor. Landlord shall make best efforts to\naccommodate work by Tenant or Tenant's contractor during times requested.\n\n               (5)  Tenant or Tenant's contractor shall arrange for necessary\nutility, hoisting and elevator service with the General Contractor or the Tenant\nImprovement Contractor and shall pay such reasonable charges for such services\nas may be charged by the General Contractor or the Tenant Improvement\nContractor. This will be included in the general conditions of Subsection\n(l)(iv) above.\n\n               (6)  Tenant shall promptly reimburse Landlord for costs incurred\nby Landlord due to faulty work done by Tenant or its contractors, or by reason\nof any delays caused\n\n                                  Exhibit B-4\n\n \nby such work, or by reason of inadequate clean-up. Tenant shall receive notice\nfrom Landlord and a reasonable opportunity to cure damages prior to Landlord\nundertaking corrective action.\n\n               (7)  Prior to commencement of any work on the Premises by Tenant\nor Tenant's contractor, Tenant or Tenant's contractor shall enter into an\nindemnity agreement and a lien priority agreement satisfactory to Landlord\nindemnifying and holding harmless Landlord and the General Contractor or the\nTenant Improvement Contractor for any liability, losses or damages directly or\nindirectly from lien claims affecting the land, the Building or the Premises\narising out of Tenant's or Tenant's contractor's work or that of subcontractor\nor suppliers, and subordinating any such liens to the liens of construction and\npermanent financing for the Building.\n\n               (8)  Landlord shall have the right to post a notice or notices in\nconspicuous places in or about the Premises announcing its non-responsibility\nfor the work being performed therein.\n\n          E.   Tenant's Entry to Premises. Tenant's entry to the Premises for\nany purpose, including without limitation, inspection or performance of Tenant\nConstruction by Tenant's agents, prior to the Commencement Date as specified in\nSection 3(a) of the Lease shall be scheduled in advance with Landlord and shall\nbe subject to all the terms and conditions of the Lease, except the payment of\nRent and Additional Rent. Tenant's entry shall mean entry by Tenant, its\nofficers, contractors, Office Planner, licensees, agents, servants, employees,\nguests, invitees, or visitors. Landlord will make reasonable efforts to\naccommodate Tenant's request for access to the Premises at all times. Tenant\nwill supply Landlord with a pre-approved list of individuals who will be allowed\nto have access to the Premises prior to the Commencement Date.\n\n          F.   Tenant's Telephone and Computer\/Data Service. Tenant is\nresponsible for Tenant's telephone service, computer and data service, obtaining\nany applicable permits, and related cabling. Tenant shall select and coordinate\ninstallation of such communication and information systems with the Landlord\npursuant to Section 36 of the Lease and item V(D)(4) of this Exhibit B. Landlord\nshall provide basic telephone service to the Building terminating in the Main\nTelephone Room at the P2 or P3 Garage Level.\n\n                                  Exhibit B-5\n\n \n                                   Exhibit C\n                                        \n                    Addendum to the Lease Agreement between\n                                        \n                       WRC WALL STREET LLC (\"Landlord\")\n                                        \n                                      and\n                                        \n                         Visio Corporation (\"Tenant\")\n                                        \n                            Dated December 18, 1998\n                                        \n\n\n     1.   Tenant's Premises and Pro Rata Share.\n          ------------------------------------ \n\n          (a)  The rentable area of the Premises is:\n\n             Floor                     Net Rentable Square Feet             \n             -----                     ------------------------ \n\n               1                                25,316\n                                                      \n               2                                33,540\n                                                      \n               3                                33,475\n                                                      \n               4                                28,145\n                                                      \n               5                                12,701\n                                                      \n             TOTAL                             133,177\n                                               ======= \n                            \n          (b)  Recalculation: The total floor area of the Premises with\n               -------------                                           \nrespect to which Tenant shall pay rent shall be the \"net rentable area\" of space\nincluded in the Premises, determined from the Final Plans. Tenant's net rentable\narea of the Premises presented in Section 1(c) of the Lease and Section 1 of\nthis Exhibit C shall be recalculated by Landlord and amended in this Lease to\naccurately reflect the net rentable square footage comprising the Premises as\nsoon as Final Plans for the Tenant's Premises are completed. Such recalculation\nshall be completed no later than thirty (30) days after completion of Final\nPlans. Any dispute regarding such recalculation shall be resolved by arbitration\nunder Section 9 of this Exhibit C.\n\n     2.   Rent.\n          ---- \n\n          (a)  Rent commencement schedule: Tenant shall pay Rent and Additional\n               --------------------------                           \nRent commencing upon the Commencement Date with respect to the portions of the\nPremises noted in the Take-Down Schedule below (each such portion of the\nPremises after the Initial Premises being sometimes hereinafter referred to as a\n\"Stage\"), but in no event shall a Stage be taken down (i.e., added to the\nPremises then being leased hereunder) later than the dates as noted unless\nTenant is unable to occupy such space by such date as a result of Landlord\nDelay. If Tenant occupies a Stage for normal business purposes prior to the\ndates set forth below with respect to such Stage, Rent and Additional Rent shall\ncommence on the date of such occupancy, provided that so long as Tenant is not\nin occupancy of the Initial Premises the Commencement Date shall not occur\nearlier than July 1, 2000.\n\n                                  Exhibit C-1\n\n \n     Take Down Schedule:\n     ------------------\n\n<\/pre>\n<table>\n<caption>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n     Stage             SF                  Location                      Take-Down Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                  <c>                  <c>                  <c><br \/>\n       1             18,000               First Floor                  The Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       2             18,000               TBD by Tenant        No later than 3 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       3             15,000               TBD by Tenant        No later than 6 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       4             15,000               TBD by Tenant        No later than 9 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       5              7,500               TBD by Tenant        No later than 12 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       6             14,793               TBD by Tenant        No later than 15 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       7             16,738               TBD by Tenant        No later than 18 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       8             14,073               TBD by Tenant        No later than 21 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       9             14,073               TBD by Tenant        No later than 24 months after Commencement Date<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>          &#8220;SF&#8221; means rentable square feet. &#8220;TBD&#8221; means to be determined.<\/p>\n<p>               (b)  Rent: The triple-net rental rate per net rentable square<br \/>\nfoot per annum through June 30, 2005 shall be as follows:<\/p>\n<table>\n<caption>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                           Stage                 Rent<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                      <s>                      <c><br \/>\n                         1,2,3,4,5             $ 21.75<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                            6                  $ 22.25<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                            7                  $ 22.75<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                            8                  $ 23.25<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                            9                  $ 23.75<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                    The triple-net rental rate per net rentable square foot per<br \/>\nannum for all space (Stages 1 through 9) from July 1,2005 through the end of the<br \/>\ninitial term shall be $23.75.<\/p>\n<p>               (c)  If Tenant occupies for normal business operations a portion<br \/>\nof a Stage prior to the outside date by which Rent and Additional Rent shall<br \/>\ncommence on such Stage, Rent and Additional Rent shall then commence on the<br \/>\nentire Stage in which Tenant has commenced its business operations, and not<br \/>\nmerely on the space so occupied by Tenant.<\/p>\n<p>               (d)  Tenant shall pay Rent and Additional Rent on the service<br \/>\nareas described in Section 3(b) of the Lease in the same proportion to the non-<br \/>\nservice areas in the Building on which Tenant is then paying Rent and Additional<br \/>\nRent. If Tenant later occupies for normal business operations, and thus pays<br \/>\nRent and Additional Rent, on greater areas of the Building, Tenant shall<br \/>\nsimultaneously begin to pay Rent and Additional Rent on the same proportionate<br \/>\narea of such service areas.<\/p>\n<p>               (e)  The lease rate for the Building is based on an estimate of<br \/>\nshell and core construction costs and sales tax totaling $87.12 per square<br \/>\nfoot of net rentable space. The line item components of such estimated costs are<br \/>\nset forth on Exhibit H attached hereto. The lease rate will be adjusted<br \/>\ndownward (but not upward) by no more than $0.25 per square foot per annum based<br \/>\non the difference between this estimate and the actual costs, if less. The<br \/>\nactual costs shall assume no reduction for the sales tax credit described in<br \/>\nSubsection (f) below. This lease rate adjustment will be calculated at an 11%<br \/>\nrate. Therefore, every $1.00 per square foot reduction in actual versus<\/p>\n<p>                                  Exhibit C-2<\/p>\n<p>estimated costs will reduce the lease rate by $0.11 per square foot per annum<br \/>\nfor the 10 year term of the Lease. This calculation will be made no later than<br \/>\nthirty (30) days after Landlord&#8217;s receipt of a final billing from the contractor<br \/>\nconstructing the shell and core of the Building.<\/p>\n<p>          (f)  In addition, the lease rate may be reduced by the High Technology<br \/>\nSales\/Use Tax Deferral that Tenant and Landlord may receive from the Washington<br \/>\nState Department of Revenue. Landlord and Tenant shall apply for the tax<br \/>\ndeferral as soon as practicable and shall diligently pursue obtaining the<br \/>\ndeferral. The reduction in the rental rate will be spread over the first eight<br \/>\n(8) years of the Term to reflect one hundred percent (100%) of the tax credits<br \/>\nand deferrals realized by Landlord pursuant to the new legislation (RCW 82.63).<br \/>\nThe aggregate amount of such credit shall be divided by 96 (eight years times<br \/>\ntwelve months per year) and the quotient shall be the amount of the credit in<br \/>\nmonthly rent attributable to this tax deferral (the &#8220;Tax Credit&#8221;). Tenant shall<br \/>\ninitially pay the Rent without deduction for the Tax Credit, and upon receipt of<br \/>\nsuch payments Landlord shall deposit the Tax Credit into a separate interest-<br \/>\nbearing account (with interest accruing to the benefit of Tenant, subject to the<br \/>\nterms of this Subsection (f)), until the balance in such account, including<br \/>\naccrued interest, equals the amount of such tax deferral that would have to be<br \/>\nrepaid to the Washington State Department of Revenue at that time if the tax<br \/>\ndeferral were terminated. Once the balance of that account equals the repayment<br \/>\nobligation, Tenant may deduct the full Tax Credit from monthly Rent, and<br \/>\nLandlord shall release to Tenant all amounts in that account in excess of then<br \/>\ncurrent repayment obligation until the balance of that account is reduced to<br \/>\nzero. Landlord&#8217;s obligations under this Section 2(f) and Tenant&#8217;s ability to<br \/>\nbenefit from the Tax Credit are expressly conditioned on Tenant continuing to<br \/>\ncomply with the requirements imposed on a tenant of the tax deferral law, and<br \/>\nTenant hereby so covenants to comply with that law. Tenant shall be entitled to<br \/>\nonly one reduction (without double counting under Sections 2(e) and 2(f)) for<br \/>\nthis sales\/use tax reduction. This calculation will be made no later than thirty<br \/>\n(30) days after Landlord has received both a final billing from the contractor<br \/>\nconstructing the shell and core of the Building and a determination of<br \/>\nqualification for such credit from the Washington Department of Revenue.<\/p>\n<p>          (g)  The final determination of the rental rate shall be confirmed by<br \/>\nLandlord and Tenant in writing on the later of 60 days following initial<br \/>\noccupancy of the Building or 30 days after Landlord has received a final billing<br \/>\nfrom the contractor constructing the shell and core of the Building. At such<br \/>\ntime, the parties shall also confirm in writing the Commencement Date and<br \/>\nExpiration Date of the initial term of this Lease.<\/p>\n<p>     3.   Option to Extend the Term of the Lease. Tenant shall have the<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nright, to be exercised as hereinafter provided, to extend the term of this Lease<br \/>\n(&#8220;Extension Options&#8221;) for two (2) periods of five (5) years each (the &#8220;First<br \/>\nExtended Term&#8221; and &#8220;Second Extended Term,&#8221; respectively, and each an &#8220;Extended<br \/>\nTerm&#8221;) from the Expiration Date specified in Section 1(g) of this Lease,<br \/>\nprovided that for purposes of the Extension Options the Premises shall be<br \/>\nseparated into two parts, the area consisting of 73,500 rentable square feet<br \/>\nlocated on Floors 1, 2 and 3 and depicted on Exhibit K attached hereto (the<br \/>\n&#8220;Original Space&#8221;), and all other space then leased by Tenant hereunder (the<br \/>\n&#8220;Additional Space&#8221;). The Original Space and the Additional Space are each<br \/>\nreferred to individually as a &#8220;Space.&#8221; The Extension Options shall apply<br \/>\nseparately to both the Original Space and the Additional Space and Tenant may<br \/>\nelect to extend for one Space and not the other, provided that if Tenant does<br \/>\nnot exercise its option for the First Extended Term with respect to a Space it<br \/>\nshall not have the right to extend for the Second Extended Term with respect to<br \/>\nsuch Space. If Tenant exercises the Extension Option for either or both of the<br \/>\nOriginal Space or the Additional Space, Landlord and Tenant shall execute and<br \/>\ndeliver an amendment to the Lease with respect to such Space under the same<br \/>\nterms and conditions as this Lease, provided that:<\/p>\n<p>          (a)  For the purposes of this Section 3, &#8220;same terms and conditions&#8221;<br \/>\nshall not be construed to include free rent, costs of tenant improvements,<br \/>\nleasing commissions, options to expand, renew or extend (except that during the<br \/>\nFirst Extended Term Tenant shall still be entitled to exercise the Second<br \/>\nExtended Term) or any other concessions related to the initial occupancy of the<br \/>\nPremises (including without limitation the Rent credits for reduced Building<br \/>\nconstruction costs and the Tax Credit).<\/p>\n<p>          (b)  Tenant shall not at the time the option notice is delivered to<br \/>\nLandlord or at the commencement of the applicable Extended Term be in default<br \/>\n(beyond applicable notice and cure periods) in the performance of any term,<br \/>\ncovenant, or condition herein contained.<\/p>\n<p>          (c)  The Rent for the Extended Term(s) shall be the Fair Market<br \/>\nRenewal Rate, defined hereafter. &#8220;Fair Market Renewal Rate&#8221; shall mean the<br \/>\nprojected net fair market rental rate at<\/p>\n<p>                                  Exhibit C-3<\/p>\n<p>the commencement of the Extended Term for renewal lease space in the Building or<br \/>\nin comparable first-class office buildings of similar size and stature,<br \/>\ncomparably located, for a comparable term, taking into consideration all<br \/>\nrelevant factors (including, without limitation, age, physical condition, total<br \/>\nsquare footage, quality of construction, location within the building, services<br \/>\nincluded, but excluding consideration of Tenant improvements in the Initial<br \/>\nPremises to the extent the cost thereof exceeded the applicable Allowance per<br \/>\nnet rentable square foot for such space, as described in Section II of Exhibit<br \/>\nB), provided, however, that such rate shall not be less than the net rental rate<br \/>\nfor the last year of the term immediately preceding the Extended Term. When<br \/>\nconsidering comparable rents, appropriate adjustment shall be made for the fact<br \/>\nthat the Rent is net of all Operating Costs and Taxes.<\/p>\n<p>          (d)  On the effective date of the First Extended Term, Landlord will<br \/>\nprovide a refurbishment allowance of Seven Dollars ($7.00) per rentable square<br \/>\nfoot leased by Tenant. This allowance shall not be considered when determining<br \/>\nthe Fair Market Renewal Rate in Subsection (c) above.<\/p>\n<p>          (e)  Tenant shall exercise any Extension Option by written notice to<br \/>\nLandlord no later than eighteen (18) months prior to expiration of the then<br \/>\ncurrent Lease term with respect to the Original Space, and thirty (30) months<br \/>\nprior to the expiration of the then current Lease term with respect to the<br \/>\nAdditional Space. If Tenant does not so exercise an Extension Option, the Lease<br \/>\nshall expire with respect to that Space, on the Expiration Date specified in the<br \/>\nthen current Lease.<\/p>\n<p>          (f)  If Tenant does not exercise an Extension Option with respect to<br \/>\nthe Additional Space, Tenant shall have a right of first opportunity with<br \/>\nrespect to the Additional Space until the date of eighteen (18) months prior to<br \/>\nthe Expiration Date in accordance with the terms of this Section 3(f). Landlord<br \/>\nshall be actively marketing the Additional Space. Upon presentation of a<br \/>\nproposal to a third party by Landlord for all or any portion of the Additional<br \/>\nSpace in response to a bona fide third party&#8217;s request for proposal and<br \/>\nexpression of interest and prior to entering into negotiations with other<br \/>\ntenants for any portion of the Additional Space, Landlord shall provide Tenant<br \/>\nwith written notice specifying the space that is being proposed for lease to<br \/>\nsuch third party. Tenant shall respond in writing within ten (10) business days<br \/>\nof the Landlord&#8217;s notice if Tenant wishes to lease such space on the same terms<br \/>\nas applicable to the Original Space for the Extended Term, if extended, and if<br \/>\nnot extended, then in accordance with the procedures hereunder for determining<br \/>\nthe Fair Market Renewal Rate. Should Tenant decline to take the space or not<br \/>\nrespond within such ten (10) business day period, Tenant shall be deemed to have<br \/>\nrejected the offer to lease the space, and Landlord may lease such space to that<br \/>\nparty at the terms offered, or upon other terms agreed upon, without further<br \/>\nnotice to Tenant. If Landlord does not conclude a lease with that third party,<br \/>\nTenant&#8217;s right of first opportunity with respect to that space shall remain in<br \/>\nfull force and effect.<\/p>\n<p>          (g)  Landlord and Tenant shall attempt to reach agreement as to the<br \/>\nFair Market Renewal Rate at least one hundred twenty (120) days prior to the<br \/>\ncommencement of the applicable Extended Term, and failing to reach such<br \/>\nagreement, the Fair Market Renewal Rate shall be determined as follows:<\/p>\n<p>          Within fifteen (15) days after the expiration of the above-mentioned<br \/>\n          one hundred twenty (120) day period, Landlord and Tenant shall each<br \/>\n          identify an impartial person to act as a valuation expert and notify<br \/>\n          the other thereof. The expert specified in each such notice must be a<br \/>\n          commercial real estate professional conducting business in Seattle,<br \/>\n          Washington and having not less than ten (10) years&#8217; active experience<br \/>\n          as a real estate professional in the downtown office leasing market in<br \/>\n          Seattle, Washington. If either party fails to appoint an expert within<br \/>\n          such fifteen (15) day period, then the determination of the expert<br \/>\n          first appointed shall be final, conclusive and binding on both<br \/>\n          parties.<\/p>\n<p>          The named experts shall together determine the Fair Market Renewal<br \/>\n          Rate. If the experts fail to agree on the Fair Market Renewal Rate<br \/>\n          within thirty (30) days of their appointment and the difference in<br \/>\n          their conclusions about Fair Market Renewal Rate is ten percent (10%)<br \/>\n          or less of the lower of the two determinations, Fair Market Renewal<br \/>\n          Rate shall be the average of the two determinations.<\/p>\n<p>          If the two experts fail to agree on Fair Market Renewal Rate and the<br \/>\n          difference between the two determinations exceeds ten percent (10%) of<br \/>\n          the lower of the two<\/p>\n<p>                                  Exhibit C-4<\/p>\n<p>          determinations, then the experts shall appoint a third expert,<br \/>\n          similarly impartial and qualified, to determine the Fair Market<br \/>\n          Renewal Rate. Such third expert shall determine the Fair Market<br \/>\n          Renewal Rate within thirty (30) days of his or her appointment, and<br \/>\n          the average of the determinations of the two closest experts is final,<br \/>\n          conclusive and binding on Landlord and Tenant. Landlord and Tenant<br \/>\n          shall each execute and deliver an agreement confirming annual rent for<br \/>\n          the Extended Term.<\/p>\n<p>          Landlord and Tenant shall each pay the fees of any expert appointed by<br \/>\n          Landlord and Tenant, respectively, and Landlord and Tenant shall each<br \/>\n          pay one-half (1\/2) of the fees of the third expert, if any.<\/p>\n<p>     4.   Expansion into the Balance of Space in the Building. Tenant shall<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nexpand into the balance of the space in the World Trade Center North Office<br \/>\nBuilding upon the same terms and at the same rental rate as Tenant is then<br \/>\npaying for its initial space, pursuant to the schedule in Section 2 of this<br \/>\nExhibit C. The expansion space shall become part of the Premises on the Take-<br \/>\nDown Date in such schedule (or earlier if occupied by Tenant for normal business<br \/>\noperations) subject to all the terms and conditions of this Lease including<br \/>\nExpiration Date, and the options to extend the term of the Lease. Landlord shall<br \/>\nprovide the Tenant Allowance for the expansion space as specified in Section<br \/>\n3(b) of the Lease and Exhibit B, Section II. Tenant shall arrange by separate<br \/>\ncontract, either with Landlord or with a separate contractor, to construct the<br \/>\ntenant improvements in such space.<\/p>\n<p>     5.  Security. On or before the Commencement Date of the Lease, Landlord<br \/>\n         &#8212;&#8212;&#8211;<br \/>\nshall create a marked and lighted walkway reasonably acceptable to Tenant<br \/>\nthrough the Art Institute Garage providing access between the East Building and<br \/>\nthe Building. Tenant shall have the ability, at its cost, to install panic<br \/>\nbuttons and security cameras in the corridor.<\/p>\n<p>     7.   Transit. Recognizing that current Metro transit service to the World<br \/>\n          &#8212;&#8212;-<br \/>\nTrade Center North site is inadequate, Landlord shall work with appropriate<br \/>\nagencies and government officials and shall use its best efforts to ensure<br \/>\nimproved service sufficient to reasonably meet the commuting needs of Tenant&#8217;s<br \/>\nemployees. Any costs to provide for special transit services requested and<br \/>\napproved by Tenant shall be paid for by Tenant.<\/p>\n<p>     8.   Storage Space. Upon Tenant&#8217;s request and subject to such space being<br \/>\n          &#8212;&#8212;&#8212;&#8212;-<br \/>\nmade available by the Port of Seattle, Landlord shall provide upon Tenant&#8217;s<br \/>\noccupancy (or later, at Tenant&#8217;s election) approximately 1,330 square feet of<br \/>\nstorage space in the Garage. Rent for such storage space for the initial term of<br \/>\nthe Lease shall be ten dollars ($10.00) per square foot per year, payable<br \/>\nmonthly on or before the first day of each month, and shall be increased<br \/>\nannually by the same percentage increase during such year in the Consumer Price<br \/>\nIndex (United States City Average for All Urban Consumers) &#8211; All Items (1982-<br \/>\n84=100) published by the United States Department of Labor, Bureau of Labor<br \/>\nStatistics. The most recently published index as of any comparison date shall be<br \/>\nused.<\/p>\n<p>     9.   Satellite Dish\/Antenna: Tenant shall have the right to install one or<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nmore satellite dishes and\/or antennas on the roof of the Building. Exhibit I<br \/>\nsets forth current market rates for rooftop license agreements. Tenant shall be<br \/>\ncharged for the use of the rooftop as follows: the first antennae shall be<br \/>\nwithout charge; the charge for the second antennae shall be two hundred dollars<br \/>\n($200) per month, and the charge for the third, fourth and fifth antennas shall<br \/>\nbe at seventy-five percent of then market rates. The foregoing rates shall apply<br \/>\nonly to Type 1, 2 or 3 antennas, as described in Exhibit I. Charges for other<br \/>\nTypes of antennas, or for Type 1, 2 or 3 antennas in excess of five (5), shall<br \/>\nbe at full market rates. A separate license agreement, in a form to be mutually<br \/>\nagreed upon by Landlord and Tenant, shall be required for each such antennae. In<br \/>\naddition, Landlord shall install a reasonable number of cabling sleeves from<br \/>\noffice floors to rooftop at no charge. Rooftop space not used by Tenant may be<br \/>\nused by Landlord, provided Landlord shall give Tenant at least thirty (30) days&#8217;<br \/>\nprior written notice of such use by Landlord.<\/p>\n<p>     10.  Arbitration for Construction Matters.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>          (a)  Applicability; Joinder; Statute of Limitations. All disputes,<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\ncontroversies and claims arising out of or relating to the construction of the<br \/>\nTenant Improvements in the Initial Premises shall be settled by expedited<br \/>\nmandatory arbitration as set forth in this Section 9. All statutes of<\/p>\n<p>                                  Exhibit C-5<\/p>\n<p>limitations which would otherwise be applicable and any limitations upon claims<br \/>\nset forth in this Agreement shall apply to any arbitration proceeding under this<br \/>\nSection 9.<\/p>\n<p>          (b)  Notice of Demand. Either party may demand arbitration by<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nnotifying the other party in writing in accordance with the notice provisions of<br \/>\nSection 9. The notice shall describe the reasons for such demand, the amount<br \/>\ninvolved, if any, and the particular remedy sought. The notice shall also list<br \/>\nthe name of one arbitrator qualified in accordance with subsection (d).<\/p>\n<p>          (c)  Response. The party that has not demanded arbitration shall<br \/>\n               &#8212;&#8212;&#8211;<br \/>\nrespond to the notice of demand within five (5) calendar days of receipt of such<br \/>\n                                       &#8212;&#8212;&#8211;<br \/>\nnotice by delivering a written response in accordance with the notice provisions<br \/>\nof Section 9. The response shall list the name of a second arbitrator qualified<br \/>\nin accordance with Subsection (d). The response shall also describe<br \/>\ncounterclaims, if any, the amount involved, and the particular remedy sought. If<br \/>\na party fails to respond timely to the notice of demand, the arbitrator selected<br \/>\nby the party making such demand under Subsection (b) shall resolve the dispute,<br \/>\ncontroversy or claim within seven (7) calendar days of the deadline for<br \/>\nresponse.<\/p>\n<p>          (d)  Qualified Arbitrator. Any arbitrator selected in accordance with<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nSubsections (b) and (c) shall be any natural person not employed by either of<br \/>\nthe parties or any parent or affiliated partnership, corporation or other<br \/>\nenterprise thereof, who shall also be a construction professional with at least<br \/>\nten (10) years experience in the downtown Seattle real estate market.<\/p>\n<p>          (e)  Appointment of Third Arbitrator. If a party responds timely to a<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nnotice of demand for expedited arbitration under Subsection (c), the two<br \/>\narbitrators shall appoint a third arbitrator who shall be qualified in<br \/>\naccordance with subsection (d). Such third arbitrator shall be appointed within<br \/>\nseven (7) calendar days of receipt by the party demanding arbitration of notice<br \/>\nof response provided for under Subsection (c). If the two arbitrators fail to<br \/>\ntimely appoint a third arbitrator, the third arbitrator shall be appointed by<br \/>\nthe parties if they can agree within a period of five (5) calendar days. If the<br \/>\nparties cannot timely agree, then either party may request the appointment of<br \/>\nsuch third arbitrator by the Presiding Judge of the Superior Court of King<br \/>\nCounty, Washington; provided that the other party shall not raise any question<br \/>\nas to the court&#8217;s full power and jurisdiction to entertain such application and<br \/>\nto make such appointment.<\/p>\n<p>          (f)  Arbitration Hearing; Discovery; Venue. The arbitration hearing<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nshall commence within five (5) calendar days of appointment of the third<br \/>\narbitrator as described in Subsection (e). The hearing shall in no event last<br \/>\nlonger than two (2) calendar days. There shall be no discovery or dispositive<br \/>\nmotion practice (such as motions for summary judgment or to dismiss or the<br \/>\nlike) except as may be permitted by the arbitrators; and any such discovery or<br \/>\ndispositive motion practice permitted by the arbitrators shall not in any way<br \/>\nconflict with the time limits contained herein. The arbitrators shall not be<br \/>\nbound by any rules of civil procedure or evidence, but rather shall consider<br \/>\nsuch writings and oral presentations as reasonable business persons would use in<br \/>\nthe conduct of their day to day affairs, and may require the parties to submit<br \/>\nsome or all of their case by written declaration or such other manner of<br \/>\npresentation as the arbitrators may determine to be appropriate. It is the<br \/>\nintention of the parties to limit live testimony and cross examination to the<br \/>\nextent absolutely necessary to insure a fair hearing to the parties on<br \/>\nsignificant and material issues. Venue of any arbitration hearing conduct<br \/>\npursuant to this agreement shall be in Seattle, Washington. It is also the<br \/>\nintention of the parties that any such arbitration shall not interfere with the<br \/>\ncontinued construction of the Tenant Improvements, and unless the dispute in<br \/>\nquestion makes it impossible for such construction to continue, the pending<br \/>\narbitration shall not affect such construction schedule.<\/p>\n<p>          (g)  Decision. The arbitrators&#8217; decision shall be made in no event<br \/>\n               &#8212;&#8212;&#8211;<br \/>\nlater than seven (7) calendar days of the commencement of the arbitration<br \/>\nhearing described in Subsection (f). If three (3) arbitrators are appointed, a<br \/>\nmajority decision shall prevail. The award shall be final and judgment may be<br \/>\nentered in any court having jurisdiction thereof. The arbitrators may award<br \/>\nspecific performance of this Agreement. The arbitrators may also require<br \/>\nremedial measures as part of any award. The arbitrators may award attorneys&#8217;<br \/>\nfees and costs to the more prevailing party.<\/p>\n<p>     11.  Conduit. In addition to providing the Allowance, Landlord shall<br \/>\n          &#8212;&#8212;-<br \/>\nprovide and install conduit, reasonably sufficient to accommodate Tenant&#8217;s<br \/>\ninitial computer cabling, between the East Building and the Building.<\/p>\n<p>                                  Exhibit C-6<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9263],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9579,9612],"class_list":["post-41979","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-visio-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-land","corporate_contracts_types-land__wa"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41979","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=41979"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41979"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41979"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41979"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}