Exhibit 10.5
 LEASE
 4000 MACARTHUR, L.P.,
 a Delaware limited partnership,
 Landlord
 and
 MINDSPEED TECHNOLOGIES, INC.,
 a Delaware corporation,
 Tenant
 for
 4000 MacArthur Boulevard
 Newport Beach, California
 March 23, 2010




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PageARTICLE 1 BASIC LEASE PROVISIONS
    
    
    1ARTICLE 2 PREMISES; TERM; RENT
    
    
    3Section 2.1 Lease of Premises
    
    
    3Section 2.2 Commencement Date
    
    
    3Section 2.3 Payment of Rent
    
    
    3Section 2.4 First Months Rent
    
    
    4Section 2.5 Renewal Term
    
    
    4Section 2.6 Right of First Offer
    
    
    5Section 2.7 Early Termination Right
    
    
    8ARTICLE 3 USE AND OCCUPANCY
    
    
    8ARTICLE 4 CONDITION OF THE PREMISES
    
    
    9Section 4.1 In General
    
    
    9Section 4.2 The Data Room
    
    
    9ARTICLE 5 ALTERATIONS
    
    
    10Section 5.1 Tenants Alterations
    
    
    10Section 5.2 Manner and Quality of Alterations
    
    
    11Section 5.3 Removal of Tenants Property
    
    
    11Section 5.4 Mechanics Liens
    
    
    11Section 5.5 Labor Relations
    
    
    11Section 5.6 Tenants Costs
    
    
    12Section 5.7 Tenants Equipment
    
    
    12Section 5.8 Legal Compliance
    
    
    12Section 5.9 Floor Load
    
    
    12Section 5.10 Landlords Contribution
    
    
    12ARTICLE 6 REPAIRS
    
    
    12Section 6.1 Landlords Repair and Maintenance
    
    
    12Section 6.2 Tenants Repair and Maintenance
    
    
    13Section 6.3 Reserved Rights
    
    
    13Section 6.4 Tenants Right to Make Repairs
    
    
    13ARTICLE 7 INCREASES IN TAXES AND OPERATING EXPENSES
    
    
    14Section 7.1 Definitions
    
    
    14Section 7.2 Tenants Tax Payment
    
    
    16Section 7.3 Tenants Operating Payment
    
    
    18Section 7.4 Intentionally Omitted
    
    
    19Section 7.5 Proration
    
    
    19Section 7.6 No Reduction in Rent
    
    
    19Section 7.7 Allocation of Operating Expenses and Taxes
    
    
    19Section 7.8 Non Waiver; Disputes
    
    
    19ARTICLE 8 REQUIREMENTS OF LAW
    
    
    20Section 8.1 Compliance with Requirements
    
    
    20Section 8.2 HVAC, Fire and Life Safety
    
    
    21
  (i)




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PageARTICLE 9 SUBORDINATION
    
    
    21Section 9.1 Subordination and Attornment
    
    
    21Section 9.2 Mortgage or Superior Lease Defaults
    
    
    22Section 9.3 Tenants Termination Right
    
    
    23Section 9.4 Provisions
    
    
    23Section 9.5 Future Condominium Declaration
    
    
    23ARTICLE 10 SERVICES
    
    
    23Section 10.1 Electricity
    
    
    23Section 10.2 Excess Electricity
    
    
    23Section 10.3 Elevators
    
    
    24Section 10.4 Heating, Ventilation and Air Conditioning
    
    
    24Section 10.5 Overtime HVAC
    
    
    24Section 10.6 Cleaning
    
    
    24Section 10.7 Water
    
    
    25Section 10.8 Refuse Removal
    
    
    25Section 10.9 Directory
    
    
    25Section 10.10 Telecommunications
    
    
    25Section 10.11 Service Interruptions
    
    
    25Section 10.12 Supplemental HVAC
    
    
    25Section 10.13 Access
    
    
    26Section 10.14 Tenant Security Guard
    
    
    26ARTICLE 11 INSURANCE; PROPERTY LOSS OR DAMAGE
    
    
    26Section 11.1 Tenants Insurance
    
    
    26Section 11.2 Waiver of Subrogation
    
    
    28Section 11.3 Restoration
    
    
    28Section 11.4 Landlords Termination Right
    
    
    29Section 11.5 Tenants Termination Right
    
    
    29Section 11.6 Final 12 Months
    
    
    30Section 11.7 Landlords Liability
    
    
    30ARTICLE 12 EMINENT DOMAIN
    
    
    30Section 12.1 Taking
    
    
    30Section 12.2 Awards
    
    
    31Section 12.3 Temporary Taking
    
    
    31ARTICLE 13 ASSIGNMENT AND SUBLETTING
    
    
    31Section 13.1 Consent Requirements
    
    
    31Section 13.2 Tenants Notice
    
    
    32Section 13.3 Landlords Leaseback
    
    
    32Section 13.4 Conditions to Assignment/Subletting
    
    
    33Section 13.5 Binding on Tenant; Indemnification of Landlord
    
    
    34Section 13.6 Tenants Failure to Complete
    
    
    34Section 13.7 Intentionally Deleted./
    
    
    35Section 13.8 Transfers
    
    
    35Section 13.9 Assumption of Obligations
    
    
    35Section 13.10 Tenants Liability
    
    
    35Section 13.11 Listings in Building Directory
    
    
    35Section 13.12 Lease Disaffirmance or Rejection
    
    
    36ARTICLE 14 ACCESS TO PREMISES
    
    
    36Section 14.1 Landlords Access
    
    
    36Section 14.2 Building/Project Name
    
    
    37Section 14.3 Light and Air
    
    
    37
  (ii)




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PageARTICLE 15 DEFAULT
    
    
    37Section 15.1 Tenants Defaults
    
    
    37Section 15.2 Landlords Remedies
    
    
    38Section 15.3 Recovering Rent as It Comes Due
    
    
    38Section 15.4 Reletting on Tenants Behalf
    
    
    39Section 15.5 General
    
    
    39Section 15.6 Interest
    
    
    40Section 15.7 Other Rights of Landlord
    
    
    40Section 15.8 Landlord Default
    
    
    40ARTICLE 16 LANDLORDS RIGHT TO CURE; FEES AND EXPENSES
    
    
    41ARTICLE 17 NO REPRESENTATIONS BY LANDLORD; LANDLORDS APPROVAL
    
    
    41Section 17.1 No Representations
    
    
    41Section 17.2 No Money Damages
    
    
    42Section 17.3 Reasonable Efforts
    
    
    42ARTICLE 18 END OF TERM
    
    
    42Section 18.1 Expiration
    
    
    42Section 18.2 Holdover Rent
    
    
    42ARTICLE 19 QUIET ENJOYMENT
    
    
    43ARTICLE 20 NO SURRENDER; NO WAIVER
    
    
    43Section 20.1 No Surrender or Release
    
    
    43Section 20.2 No Waiver
    
    
    43ARTICLE 21 WAIVER OF TRIAL BY JURY
    
    
    43Section 21.1 Jury Trial Waiver
    
    
    43ARTICLE 22 NOTICES
    
    
    44ARTICLE 23 RULES AND REGULATIONS
    
    
    44ARTICLE 24 BROKER
    
    
    44Section 24.1 In General
    
    
    44Section 24.2 Rental Offset
    
    
    44ARTICLE 25 INDEMNITY
    
    
    45Section 25.1 Waiver of Liability
    
    
    45Section 25.2 Tenants Indemnity
    
    
    45Section 25.3 Landlords Indemnity
    
    
    45Section 25.4 Defense and Settlement
    
    
    45ARTICLE 26 MISCELLANEOUS
    
    
    46Section 26.1 Delivery
    
    
    46Section 26.2 Transfer of Project
    
    
    46Section 26.3 Limitation on Liability
    
    
    46Section 26.4 Rent
    
    
    46Section 26.5 Entire Document
    
    
    46Section 26.6 Governing Law
    
    
    47Section 26.7 Unenforceability
    
    
    47Section 26.8 Lease Disputes
    
    
    47Section 26.9 Landlords Agent
    
    
    47Section 26.10 Estoppel
    
    
    47
  (iii)




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PageSection 26.11 Certain Interpretational Rules
    
    
    48Section 26.12 Parties Bound
    
    
    48Section 26.13 Memorandum of Lease
    
    
    48Section 26.14 Counterparts
    
    
    48Section 26.15 Survival
    
    
    48Section 26.16 Code Waivers
    
    
    48Section 26.17 Inability to Perform
    
    
    48Section 26.18 Reasonable Consent
    
    
    48Section 26.19 Financial Statements
    
    
    49Section 26.20 Development of the Project
    
    
    49Section 26.21 Tax Status of Beneficial Owner
    
    
    49Section 26.22 Confidentiality
    
    
    50ARTICLE 27 SECURITY DEPOSIT
    
    
    50ARTICLE 28 PARKING
    
    
    50ARTICLE 29 ROOFTOP SATELLITE DISH
    
    
    51Section 29.1 In General
    
    
    51Section 29.2 Breach
    
    
    53ARTICLE 30 SIGNAGE
    
    
    53Section 30.1 In General
    
    
    53Section 30.2 Tenants Signage
    
    
    53ARTICLE 31 GENERATOR
    
    
    54Section 31.1 In General
    
    
    54Section 31.2 Breach
    
    
    55ARTICLE 32 AIR COMPRESSOR
    
    
    56Section 32.1 In General
    
    
    56Section 32.2 Breach
    
    
    57
 Schedule of Exhibits
 Exhibit A
    
    Floor Plan of PremisesExhibit A-1
    
    Legal DescriptionExhibit A-2
    
    Outline of Data RoomExhibit B
    
    DefinitionsExhibit C
    
    Intentionally DeletedExhibit D
    
    Design StandardsExhibit E
    
    Cleaning SpecificationsExhibit F
    
    Rules and RegulationsExhibit G
    
    Notice of Lease Term DatesExhibit H
    
    Form of Subordination, Non-Disturbance and Attornment AgreementExhibit I
    
    Location of Lobby Signs
  (iv)




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LEASE
 Landlord Tenant
  ARTICLE 1
 BASIC LEASE PROVISIONS
 PREMISES
    
    A total of 96,829 rentable square feet of space consisting of (i) a
portion of the first (1st) floor of the Building consisting
of approximately 5,156 rentable square feet (the First Floor
Premises), (ii) a portion of the second (2nd) floor of the
Building consisting of 12,737 rentable square feet (the Second Floor
Premises), (iii) the entire third (3rd) floor of the
Building consisting of approximately 19,737 rentable square feet,
(iv) the entire seventh (7th) floor of the Building
consisting of approximately 19,737 rentable square feet, (v) the entire
eighth (8th) floor consisting of approximately 19,737
rentable square feet, and (vi) the entire tenth (10th) floor
of the Building consisting of approximately 19,725 rentable square
feet. The Premises is more particularly shown on Exhibit A.BUILDING
    
    The building, commonly known as the East Tower, and located at 4000
MacArthur Boulevard, Newport Beach, California.COMMENCEMENT DATE
    
    June 27, 2010.EXPIRATION DATE
    
    December 31, 2012, or the last day of any renewal or extended term, if
the Term of this Lease is extended in accordance with any express
provision hereof.TERM
    
    The period commencing on the Commencement Date and ending on the
Expiration Date.PERMITTED USES
    
    Executive and general office use, consistent with the operation of a
first-class office building (including the operation of engineering
labs, sales and training facilities and testing labs), and any other
lawful purpose consistent with the character of the Building as a
first-class office building.BASE YEAR
    
    Calendar year 2010, calculated based upon Operating Expenses and Taxes
attributable during the period commencing on July 1, 2010 and
continuing through December 31, 2010, which amount shall be annualized
so that the Base Year is a twelve (12) month period.TENANTS 
PROPORTIONATE SHARE
    
    50.13%AGREED AREA OF 
PROJECT
    
    373,447 rentable square feetAGREED AREA OF 
BUILDING
    
    193,137 rentable square feet, as mutually agreed by Landlord and Tenant.




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AGREED AREA OF 
PREMISES
    
    96,829 rentable square feet, as mutually agreed by Landlord and Tenant.FIXED RENT
    
    $176,596.73 per month (i.e., $1.8238 per rentable square foot of the
Premises).ADDITIONAL RENT
    
    All sums other than Fixed Rent payable by Tenant to Landlord under this
Lease, including Tenants Tax Payment, Tenants Operating Payment, late
charges, overtime or excess service charges, parking fees, damages, and
interest and other costs related to Tenants failure to perform any of
its obligations under this Lease.RENT
    
    Fixed Rent and Additional Rent, collectively.INTEREST RATE
    
    The lesser of (i) four percent (4%) per annum above the then-current
Base Rate, and (ii) the maximum rate permitted by applicable
Requirements.SECURITY DEPOSIT
    
    $176,596.73.TENANTS ADDRESS
    
    Mindspeed Technologies, Inc.FOR NOTICES
    
    4000 MacArthur Boulevard, East TowerFirst FloorNewport Beach, California 92660Attn: Brandi R. Steege, Esq., Vice President, Legalwith a copy to:CresaPartners610 Newport Center Drive, Suite 500Newport Beach, California 92660Attn: Jeff ManleyLANDLORDS ADDRESS
    
    4000 MacArthur, L.P.FOR NOTICES
    
    % Tishman Speyer Properties, L.P.400 South Hope Street, Suite 200Los Angeles, California 90071Attn: Property Managerwith copies to:Tishman Speyer Properties, L.P.45 Rockefeller PlazaNew York, New York 10111Attn: Chief Legal Officerand:Tishman Speyer Properties, L.P.45 Rockefeller PlazaNew York, New York 10111Attn: Chief Financial OfficerTENANTS BROKER
    
    Cresa Partners  West, Inc.LANDLORDS AGENT
    
    Tishman Speyer Properties, L.P. or any other person or entity
designated at any time and from time to time by Landlord as Landlords
Agent.LANDLORDS 
CONTRIBUTION
    
    $968,290.00 (i.e., $10.00 per rentable square foot of the Premises).
 All capitalized terms used in this Lease without definition are defined in Exhibit B.
  -2-




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ARTICLE 2
 PREMISES; TERM; RENT
 Section 2.1 Lease of Premises
 (a) In General
 (b) Use of Conference Room and Shower Located on the First Floor of the Building st st First Floor Amenities st
 Section 2.2 Commencement Date Exhibit B
 Section 2.3 Payment of Rent
 (a) In General
 (b) Abatement of Rent Abatement Amount
  -3-




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Section 2.4 First Months Rent Advance Rent st st
 Section 2.5 Renewal Term
 (a) Renewal Term Original Tenant Affiliate Assignee Renewal Term Renewal Term Commencement
Date Renewal Term Expiration Date Exercise Notice First Offer Renewal Commencement Date First Offer
Renewal Term
  -4-




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(b) Renewal Term Rent Renewal Rent First Offer Renewal Rent
 (c) Renewal Allowance Renewal
Allowance
 Section 2.6 Right of First Offer th First Offer Space
 (a) Procedure for Offer First Offer Notice
 (b) Procedure for Acceptance First
Offer Exercise Notice
  -5-




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(c) First Offer Rent and First Offer Renewal Rent First Offer Rent Calculation Date Fair Market
Value Exhibit B Comparable Transactions Concessions Financial Security Determination
 (d) Construction In First Offer Space
 (e) Amendment to Lease First Offer Term First Offer Commencement Date
  -6-




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(f) Arbitration Outside Agreement Date
     -7-




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(g) Termination of Right of First Offer Assignee
 Section 2.7 Early Termination Right Termination Date Termination Notice Termination Fee
 ARTICLE 3
 USE AND OCCUPANCY
    -8-




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ARTICLE 4
 CONDITION OF THE PREMISES
 Section 4.1 In General Exhibit A-2 Data Room Sublease Exhibit B
 Section 4.2 The Data Room
 (a) In General Existing Tenant Data
Room Expiration Date
 (b) Termination Right Data Room Resolution Termination Notice Termination
Date
  -9-




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(c) Other Terms
 ARTICLE 5
 ALTERATIONS
 Section 5.1 Tenants Alterations
 (a) Non-Consent Alterations Alterations LANDLORDS FAILURE TO RESPOND TO THIS NOTICE SHALL RESULT
IN TENANTS PROPOSED ALTERATIONS BEING DEEMED APPROVED Design Problem
 (b) Plans and Specifications Plans
  -10-




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(c) Governmental Approvals
 Section 5.2 Manner and Quality of Alterations
 Section 5.3 Removal of Tenants Property
 Section 5.4 Mechanics Liens
 Section 5.5 Labor Relations
  -11-




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Section 5.6 Tenants Costs
 Section 5.7 Tenants Equipment Equipment
 Section 5.8 Legal Compliance
 Section 5.9 Floor Load
 Section 5.10 Landlords Contribution Contribution Date Landlords Contribution
 ARTICLE 6
 REPAIRS
 Section 6.1 Landlords Repair and Maintenance Existing HVAC
System Base Building
  -12-




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Section 6.2 Tenants Repair and Maintenance Tenant Fixtures
 Section 6.3 Reserved Rights Work of
Improvement
 Section 6.4 Tenants Right to Make Repairs Repair Notice
  -13-




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Emergency
 ARTICLE 7
 INCREASES IN TAXES AND OPERATING EXPENSES
 Section 7.1 Definitions
 (a) Assessed Valuation
 (b) Base Operating Expenses
 (c) Base Taxes
 (d) Comparison Year
 (e) Operating Expenses
  -14-




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Cap Capped Expenses
 (f) Statement
 (g) Taxes
  -15-




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Section 7.2 Tenants Tax Payment
 (a) Tenants Tax Payment Tax Estimate st st st st st
 (b)
 (c)
 (d)
 (e)
  -16-




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(f) Proposition 13 Protection Prop 13 Protection
Period Reassessment
 (i) Tax Increase
 (ii)
 (iii) Proposition 13 Protection Amount Applicable Reassessment Proposition 13 Purchase Price
  -17-




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Section 7.3 Tenants Operating Payment
 (a) Tenants
Operating Payment Expense Estimate st st st st st
 (b) st Statement
Request Final Statement
 (c)
 (d)
  -18-




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Section 7.4 Intentionally Omitted
 Section 7.5 Proration st st
 Section 7.6 No Reduction in Rent
 Section 7.7 Allocation of Operating Expenses and Taxes
 (a) Method of Allocation Development Development Common Areas Development Expenses
 (b) Cost Pools Cost Pools
 Section 7.8 Non Waiver; Disputes
 (a) Non Waiver
  -19-




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(b) Landlords Books and Records Tenants Representative Threshold Amount Accountant
 ARTICLE 8
 REQUIREMENTS OF LAW
 Section 8.1 Compliance with Requirements
 (a) Tenants Compliance
 (b) Hazardous Materials
   -20-




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(c) Landlords Compliance nd
 (d) Landlords Insurance
 Section 8.2 HVAC, Fire and Life Safety
 ARTICLE 9
 SUBORDINATION
 Section 9.1 Subordination and Attornment
 (a) Exhibit H SNDA Existing Mortgage Holder
  -21-




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(b)
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 (vii)
 (c)
 Section 9.2 Mortgage or Superior Lease Defaults
  -22-




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Section 9.3 Tenants Termination Right
 Section 9.4 Provisions
 Section 9.5 Future Condominium Declaration Declaration
 ARTICLE 10
 SERVICES
 Section 10.1 Electricity Electric Service Provider
 Section 10.2 Excess Electricity Electrical Equipment
  -23-




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Section 10.3 Elevators
 Section 10.4 Heating, Ventilation and Air Conditioning HVAC Exhibit D Mechanical Installations
 Section 10.5 Overtime HVAC Overtime Periods
 Section 10.6 Cleaning Exhibit E
  -24-




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Section 10.7 Water
 Section 10.8 Refuse Removal
 Section 10.9 Directory
 Section 10.10 Telecommunications
 Section 10.11 Service Interruptions
 Section 10.12 Supplemental HVAC Supplemental HVAC System
  -25-




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Section 10.13 Access
 Section 10.14 Tenant Security Guard Security
Station Tenants Security Guard
 ARTICLE 11
 INSURANCE; PROPERTY LOSS OR DAMAGE
 Section 11.1 Tenants Insurance
 (a)
 (i) Commercial General Liability (CGL) Insurance Insured
Parties
  -26-




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(ii) All-Risk Commercial Property Insurance Exhibit
B Exhibit B
 (iii) Builders Risk
 (iv) Workers Compensation Benefits Insurance and Employers Liability Insurance
 (v) Commercial Automobile Liability Insurance
 (vi)
 (b)
 (c)
  -27-




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(d)
 (e)
 (f)
 (g)
 Section 11.2 Waiver of Subrogation
 Section 11.3 Restoration
 (a)
  -28-




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(b) Tenants Restoration
Payment Restoration Security
 Section 11.4 Landlords Termination Right th
 Section 11.5 Tenants Termination Right Restoration Notice Termination Notice Damage Termination Notice
  -29-




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Section 11.6 Final 12 Months th
 Section 11.7 Landlords Liability
 ARTICLE 12
 EMINENT DOMAIN
 Section 12.1 Taking
 (a) Total Taking Taking
 (b) Partial Taking
 (c) Landlords Termination Right
 (d) Tenants Termination Right th)
  -30-




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(e) Apportionment of Rent
 Section 12.2 Awards
 Section 12.3 Temporary Taking
 ARTICLE 13
 ASSIGNMENT AND SUBLETTING
 Section 13.1 Consent Requirements
 (a) No Transfers
 (b) Collection of Rent
 (c) Further Assignment/Subletting
  -31-




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Section 13.2 Tenants Notice Transfer
 Section 13.3 Landlords Leaseback Intention to
Transfer Notice Contemplated Transfer Space Contemplated Effective Date Recapture
Notice 270 Day Period
  -32-




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Section 13.4 Conditions to Assignment/Subletting
 (a) Transferee
 (A)
 (B)
 (C)
 (D)
 (E)
 (F)
 (G)
 (H)
 (I)
    -33-




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(b)
 (i)
 (ii)
 (iii)
 (iv)
 Section 13.5 Binding on Tenant; Indemnification of Landlord
 Section 13.6 Tenants Failure to Complete
  -34-




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Section 13.7 Intentionally Deleted
 Section 13.8 Transfers
 (a) Related Entities Ownership Interests Net Worth Test Related Entity Affiliate Merged Entity Control
 (b) Applicability
 Section 13.9 Assumption of Obligations
 Section 13.10 Tenants Liability
 Section 13.11 Listings in Building Directory
  -35-




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Section 13.12 Lease Disaffirmance or Rejection
 ARTICLE 14
 ACCESS TO PREMISES
 Section 14.1 Landlords Access
 (a) de minimis
 (b)
 (c)
  -36-




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Section 14.2 Building/Project Name
 Section 14.3 Light and Air
 ARTICLE 15
 DEFAULT
 Section 15.1 Tenants Defaults Event of Default
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
   -37-




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Section 15.2 Landlords Remedies
 (a)
 (b)
 (i)
 (ii)
 (iii)
 (iv)
 (v)
  Section 15.3 Recovering Rent as It Comes Due
  -38-




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Section 15.4 Reletting on Tenants Behalf
 (a)
 (b)
 (c)
  Section 15.5 General
 (a)
 (b)
  -39-




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(c)
 Section 15.6 Interest
 Section 15.7 Other Rights of Landlord
 Section 15.8 Landlord Default
 (a) In General
 (b) Abatement of Rent Abatement Event Eligibility Period
  -40-




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Abatement Event Termination Notice Abatement Event Termination
Date
 ARTICLE 16
 LANDLORDS RIGHT TO CURE; FEES AND EXPENSES
  ARTICLE 17
 NO REPRESENTATIONS BY LANDLORD; LANDLORDS APPROVAL
 Section 17.1 No Representations
  -41-




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Section 17.2 No Money Damages
 Section 17.3 Reasonable Efforts
 ARTICLE 18
 END OF TERM
 Section 18.1 Expiration
 Section 18.2 Holdover Rent New Tenant
  -42-




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ARTICLE 19
 QUIET ENJOYMENT
  ARTICLE 20
 NO SURRENDER; NO WAIVER
 Section 20.1 No Surrender or Release
 Section 20.2 No Waiver
 ARTICLE 21
 WAIVER OF TRIAL BY JURY
 Section 21.1 Jury Trial Waiver. TO THE EXTENT PERMITTED UNDER CALIFORNIA LAW, THE PARTIES
HEREBY AGREE THAT THIS LEASE CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO
THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND EACH PARTY DOES HEREBY
CONSTITUTE AND APPOINT THE OTHER PARTY ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WHICH APPOINTMENT IS
COUPLED WITH AN INTEREST, AND EACH PARTY DOES HEREBY AUTHORIZE AND EMPOWER THE OTHER PARTY, IN THE
NAME, PLACE AND STEAD OF SUCH PARTY, TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY COURT OF
COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.
 LANDLORDS INITIALS:
    
    /s/ D.A.
    
    
    
    TENANTS INITIALS:
    
    /s/ R.H./s/ B.J.
  -43-




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ARTICLE 22
 NOTICES
  ARTICLE 23
 RULES AND REGULATIONS
  ARTICLE 24
 BROKER
 Section 24.1 In General
 Section 24.2 Rental Offset Commission Agreement
  -44-




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ARTICLE 25
 INDEMNITY
 Section 25.1 Waiver of Liability
 Section 25.2 Tenants Indemnity
 Section 25.3 Landlords Indemnity
 Section 25.4 Defense and Settlement
  -45-




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ARTICLE 26
 MISCELLANEOUS
 Section 26.1 Delivery
 Section 26.2 Transfer of Project Landlord Transfer
 Section 26.3 Limitation on Liability Lease Documents Parties
 Section 26.4 Rent
 Section 26.5 Entire Document
  -46-




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Section 26.6 Governing Law
 Section 26.7 Unenforceability
 Section 26.8 Lease Disputes
 (a)
 (b)
 (c)
 Section 26.9 Landlords Agent
 Section 26.10 Estoppel
 (a)
  -47-




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(b)
 Section 26.11 Certain Interpretational Rules
 Section 26.12 Parties Bound
 Section 26.13 Memorandum of Lease
 Section 26.14 Counterparts
 Section 26.15 Survival
 Section 26.16 Code Waivers
 Section 26.17 Inability to Perform
 Section 26.18 Reasonable Consent
  -48-




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Section 26.19 Financial Statements
 Section 26.20 Development of the Project Other Improvements
 Section 26.21 Tax Status of Beneficial Owner Adverse Event
  -49-




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Section 26.22 Confidentiality
 ARTICLE 27
 SECURITY DEPOSIT
 Section 27.1 Security Deposit
 Section 27.2 Application of Security
 Section 27.3 Transfer
 ARTICLE 28
 PARKING
 Parking Guidelines Parking Ratio Parking Key Cards Parking Agent Parking
Spaces
  -50-




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Reserved Parking Spaces
 ARTICLE 29
 ROOFTOP SATELLITE DISH
 Section 29.1 In General Satellite
Dish Satellite Dish Area
 (a)
 (b)
  -51-




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(c)
 (d)
 (e)
 (f)
  -52-




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(g)
 (h)
 Section 29.2 Breach
 ARTICLE 30
 SIGNAGE
 Section 30.1 In General
 Section 30.2 Tenants Signage
 (a) In General Building Top Signs Lobby Signs Exhibit I Monument Monument Sign Tenants Signage
  -53-




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(b) Maintenance and Removal of Tenants Signage Signage
Termination Notice
 (c) Other Terms Objectionable Name Approved Subtenant
 ARTICLE 31
 GENERATOR
 Section 31.1 In General Generator Generator Area
 (a)
 (b)
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(c)
 (d)
 (e)
 (f)
 (g)
 (h)
 Section 31.2 Breach
  -55-




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ARTICLE 32
 AIR COMPRESSOR
 Section 32.1 In General Compressors Compressor Area
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
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(g)
 Section 32.2 Breach
 [signatures appear on the following page]
  -57-




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LANDLORD:
    
    
    
    TENANT:4000 MACARTHUR, L.P.,
a Delaware limited partnership
    
    
    
    MINDSPEED TECHNOLOGIES, INC.,
a Delaware corporationBy:
    
    /s/ David Augarten

Its: Vice President and Assistant Secretary
    
    
    
    By:
    
    /s/ Raouf Y. Halim

Its: Chief Executive OfficerBy:
    
    /s/ Bret W. Johnsen

Its: Senior Vice President,Chief Financial Officer and Treasurer
  -58-




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EXHIBIT A
 Floor Plan of Premises




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Exhibit A-1
 Legal Description of Project




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SCHEDULE 1 to Exhibit A-1
 Site Plan of Project




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EXHIBIT A-2
 Outline of Data Room




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EXHIBIT B
 Definitions
 Above Building Standard Installations
 Base Rate
 Building Standard Installations
 Building Systems
 Business Days
 CC&Rs
 Common Areas
 Comparable Buildings
 Effective Date
 Excluded Expenses




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Governmental Authority
 Hazardous Materials
 HVAC System




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Indemnitees
 Lease Year
 Lessor
 Losses
 Mortgage(s)
 Mortgagee(s)
 Observed Holidays
 Ordinary Business Hours
 Prohibited Use




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Project
 Requirements
 Rules and Regulations Exhibit F
 Substantial Completion
 Superior Lease(s)
 Tenant Delay
 Tenant Indemnitees
 Tenant Party




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Tenants Property
 Unavoidable Delays




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EXHIBIT C
 INTENTIONALLY DELETED




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EXHIBIT D
 Design Standards
 HVAC




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EXHIBIT E
 Cleaning Specifications
 GENERAL CLEANING OF THE PREMISES
  General Offices, Conference Rooms, Kitchen Areas and Common Areas of Premises
 1.
    
    All hard surfaced flooring to be swept (and mopped, as reasonably determined to
be needed by Landlord) using approved dustdown preparation.2.
    
    Carpet sweep all carpets, moving only light furniture (desks, file cabinets,
etc. not to be moved).3.
    
    Hand dust and wipe clean all furniture, fixtures and window sills.4.
    
    Empty all waste receptacles and remove wastepaper.5.
    
    Wash clean all Building water fountains and coolers.6.
    
    Sweep all private stairways.7.
    
    Vacuum all carpeting and rugs; provided that Landlord may elect to provide such
service on a weekly basis for cost saving purposes.8.
    
    Spot clean partition glasses.
 Lavatories
 1.
    
    Sweep and wash all floors, using proper disinfectants.2.
    
    Wash and polish all mirrors, shelves, bright work and enameled surfaces.3.
    
    Wash and disinfect all basins, bowls and urinals.4.
    
    Wash all toilet seats.5.
    
    Hand dust and clean all partitions, tile walls, dispensers and receptacles in
lavatories and restrooms.6.
    
    Empty paper receptacles, fill receptacles from tenant supply and remove
wastepaper.7.
    
    Fill toilet tissue holders from tenant supply.8.
    
    Empty and clean sanitary disposal receptacles.
  1.
    
    Pour water with disinfectant through the drains located in the lavatories.2.
    
    Dust all door louvers and other ventilating louvers within a persons normal
reach.3.
    
    Wipe clean all brass and other bright work.




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1.
    
    Strip and wax all hard surfaced flooring located in the general office area, conference
rooms, and common areas of Premises, as reasonably determined to be needed by Landlord.2.
    
    Clean baseboards located in the Premises.
   1.
    
    Dust all pictures, frames, charts, graphs and similar wall hangings not reached
in nightly cleaning.2.
    
    Dust all vertical surfaces, such as walls, partitions, doors, door frames and
other surfaces not reached in nightly cleaning.3.
    
    Dust all venetian blinds.
 GENERAL CLEANING OF THE BUILDING
  1.
    
    Sweep and clean around all ashtrays located in the Common Areas of the
Building.2.
    
    Empty ashtrays and trash cans located at the main entrance to the Building.3.
    
    Check the Common Area restrooms (three (3) times per day).4.
    
    Sweep the park area and entrance to the Building.5.
    
    Dust and mop stairwells.6.
    
    Clean and wipe all chairs located in the lobby of the Building (as reasonably
determined to be needed by Landlord).7.
    
    Clean and disinfect elevator controls and lobby and restroom handles (as
reasonably determined to be needed by Landlord).8.
    
    Dust all lobby surfaces, including any wall lamps located in the lobby of the
Building (as reasonably determined to be needed by Landlord).
  1.
    
    Clean and wash trash cans located at the main entrance to the Building.




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EXHIBIT F
 Rules and Regulations




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EXHIBIT G
 Notice of Lease Term Dates
 To:
 Re:
    
    Lease dated , 20
 _____, between 4000 Macarthur, L.P., a
Delaware limited partnership (Landlord), and , a
 (Tenant) concerning that certain Premises (as defined in the Lease)
located at , California.
   1.
    
    That the Term [shall commence] [commenced] as of  for a term of
 ending on .2.
    
    That in accordance with the Lease, Rent commenced to accrue on .3.
    
    If the Commencement Date is other than the first day of the month, the first billing
will contain a pro rata adjustment. Each billing thereafter, with the exception of the
final billing, shall be for the full amount of the monthly installment as provided for in
the Lease.4.
    
    Rent is due and payable in advance on the first day of each and every month during the
Term. Your rent checks should be made payable to  at
.5.
    
    The exact number of rentable square feet within the Premises is  square feet.6.
    
    Tenants Proportionate Share as adjusted based upon the exact number of rentable square
feet within the Premises is %.




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Landlord:, aBy:Name:Its:
 
 
 aBy:Its:




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EXHIBIT H
 Form of Subordination, Non-Disturbance and Attornment Agreement
 LOAN NO.: 50-9850237
 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
  RECITALS
   AGREEMENT




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U.S. Bank National Association, as Successor Trustee for the Registered
Holders of Wachovia Large Loan, Inc., Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates,
Series 2006-Whale7
c/o Wachovia Bank, National Association
Real Estate Asset Management
NC 1075
201 S. College Street
Charlotte, North Carolina 28244-1075Attention:
    
    Portfolio ManagerDeal Name: Whale 7with a copy to:Alston & Bird LLP
Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000Attn. James A. L. Daniel, Jr.




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[signatures appear on following page]




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LENDER:
    
    U.S. BANK NATIONAL ASSOCIATION, as Successor Trustee for the Registered Holders of
Wachovia Large Loan, Inc., Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-Whale7By:
    
    WACHOVIA BANK, NATIONAL ASSOCIATION, solely in its capacity as Master
Servicer, as authorized under that certain Pooling and Servicing Agreement
dated as of September 1, 2006By:Name:Title:TENANT:
    
    MINDSPEED TECHNOLOGIES, INC.,
a Delaware corporationBy:Name:Title:
  LANDLORD:
    
    4000 MACARTHUR, L.P.,
a Delaware limited partnershipBy:Name:Title:




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STATE OF NORTH CAROLINA
    
    
    ))
    
    
    SS.COUNTY OF MECKLENBURG
    
    
    )
 
 Notary PublicMy commission expires:




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THE STATE OF CALIFORNIA
    
    
    )COUNTY OF
    
    
    )
 
   Signature
    
    
    
    (Seal)




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THE STATE OF CALIFORNIA
    
    
    )COUNTY OF LOS ANGELES
    
    
    )
 
   Signature
    
    
    
    (Seal)




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EXHIBIT A
 Legal Description of Property




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SCHEDULE 1 TO EXHIBIT A
 Site Plan of Project




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EXHIBIT I
 Location of Lobby Signs




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