Exhibit 10.1
 SUMMIT OFFICE LEASE
  ALISO VIEJO RP-V1, LLC, a Delaware limited liability company
   AVANIR PHARMACEUTICALS, INC.,
a Delaware corporation




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Page1. Basic Lease Information
    
    
    12. Grant of Tenancy; Re-measurement Right
    
    
    23. Actual Commencement Date; Possession
    
    
    24. Rent
    
    
    45. Operating Expenses and Real Estate Taxes
    
    
    46. Security Deposit
    
    
    77. Services to be Furnished by Landlord
    
    
    108. Use of Electrical Services by Tenant
    
    
    119. Use; Compliance with Laws; Occupancy Level
    
    
    1110. Repairs and Alterations
    
    
    1211. Liens
    
    
    1212. Entry by Landlord
    
    
    1313. Assignment and Subletting
    
    
    1314. Insurance
    
    
    1415. Mutual Waiver of Subrogation
    
    
    1416. Indemnity and Waiver of Claims
    
    
    1417. Casualty Damage
    
    
    1518. Condemnation
    
    
    1519. Events of Default
    
    
    1520. Remedies
    
    
    1621. Limitation of Liability
    
    
    1722. Holding Over
    
    
    1723. Surrender of Premises
    
    
    1724. Subordination to Mortgages; Estoppel Certificate
    
    
    1825. Landlords Development Rights
    
    
    1826. Notices
    
    
    1927. Miscellaneous
    
    
    19LEASE EXHIBITS

Exhibit A(Premises Floor Plan)Exhibit B(Rules and Regulations)Exhibit C(Commencement Letter)Exhibit D(Work Letter)Exhibit E(Parking Agreement)Exhibit F(Recognition of Covenants, Conditions and Restrictions)Exhibit G(Site Technical and Cabling Standards)Exhibit H(Exterior Sign Location)Exhibit I(Form Letter of Credit)Exhibit I  1(Pre-Approved Letter of Credit)
 (i)




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SUMMIT OFFICE LEASE
 THIS SUMMIT OFFICE LEASE Lease Landlord Tenant
 Basic Lease Information
 Notice Addresses
  
   
 Project Common Area(s)
 Building
 Premises Exhibit A nd
 Term Exhibit D Exhibit C
 Base Rent
 Monthly Rate Per RentablePeriod/Months of Term
    
    Square Foot
    
    Monthly Base Rent1  4
    
    Free
    
    Free5  12
    
    $1.03
    
    $30,534.7513  24
    
    $2.11
    
    $62,901.5925  36
    
    $2.17
    
    $64,788.6337  48
    
    $2.24
    
    $66,732.2949  60
    
    $2.31
    
    $68,734.2661  65
    
    $2.38
    
    $70,796.29
 Tenants Pro Rata Share
 -1-




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Base Year
  Letter of Credit
 Permitted Use
 Broker(s)
 Business Day(s) Holidays
 Normal Business Hours
 Landlord Work Exhibit D
 Law(s)
 Guarantor(s)
 Grant of Tenancy; Re-measurement Right
 Grant of Tenancy Common Areas
 Re-Measurement BOMA
 Actual Commencement Date; Possession
 Substantial Completion of Premises Exhibit D
 Turnover of Premises Rent Credit Date Exhibit D
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Outside
Date Exhibit D st
 Pre-Term Occupancy
 Early Entry Preparation Work
 Renewal Option Renewal
Option th Renewal Term Tenants Renewal Notice Original Tenant
  Binding Notice Rejection Notice Tenants Rent Determination
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Renewal Amendment
 Fair Market Rental Rate Market Area
 Rent Additional
Rent Rent
 Operating Expenses and Real Estate Taxes
 Payment of Excess
 -4-




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Operating Expense Excess Real Estate Tax Excess Cost Pools
 Controllable Operating Expenses
 Operating Expenses Defined Operating Expenses
  Power Costs
    -5-




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ADA
 Real Estate Taxes Defined
 -6-




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Estimate Statement; Payment
 Actual Operating Expenses and Taxes
 Tenant Audit Rights Review Notice Objection
Notice
 Letter of Credit
 LC 1; General Provisions LC 1 Exhibit I LC 1 Credit
Amount Exhibit I  1 Final LC Expiration
Date
 -7-




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Drawings under Letter of Credit Letter of Credit Letter of Credit
Amount L C Draw Event Bankruptcy
Code FDIC L
C FDIC Replacement Notice
 Use of Proceeds by Landlord
 -8-




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Transfer and Encumbrance
 Reductions in Letter of Credit Amount
 Operating Income Threshold Reduction for the Letter of Credit Amount LC 2 Credit Amount Operating Income Threshold GAAP
 Cap Reduction for the LC 1 Actual TI Costs LC 3 Credit Amount
 Rent Reduction for the Letter of Credit Amount th LC 4 Credit Amount th th th th
 -9-




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Termination of Letter of Credit
 Nature of Letter of Credit Security Deposit
Laws
 Services to be Furnished by Landlord
 Utilities
 Additional Telecommunication Services Exhibit G
 Interruption of Service Service Failure
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Use of Electrical Services by Tenant
 Normal Electrical Usage
 Excess Usage
 Use; Compliance with Laws; Occupancy Level
 Use; Compliance with Laws Exhibit B CC&Rs Exhibit F
 Occupancy Level Exhibit E
 -11-




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Additional Occupancy Cost
 Repairs and Alterations
 Tenants Repair Obligations Network Cabling
 Landlords Repair Obligations
 Alterations Tenant
Improvements Alterations Minor Alteration
 Liens
 -12-




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Entry by Landlord
 Assignment and Subletting
 Transfer Transfer
 Transfer Request
 Excess Consideration
 Permitted Transfer Permitted Transfer
 -13-




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Permitted Transferee
 Insurance Tenants
Insurance Tenants Property
 Mutual Waiver of Subrogation
 Indemnity and Waiver of Claims
 Tenant Indemnity Landlord
Related Parties Tenant
Related Parties
 Landlord Not Liable
 Survival
 -14-




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Casualty Damage
  Completion Estimate
  Condemnation Taking
 Events of Default
 Monetary Default
 -15-




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Exhibit E
 Remedies
        Worth at the Time of Award Prime Rate Worth at the Time of Award
     -16-




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Limitation of Liability
 Holding Over
 Surrender of Premises
 Surrender; Removal of Tenants Property and Required Removables
 Surrender; Removal of Network Cabling
 -17-




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Subordination to Mortgages; Estoppel Certificate
 Subordination Mortgage Mortgagee
 Estoppels
 Landlords Development Rights
 Development of Project
 -18-




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Subdivision of Project Other Improvements
 Notices notice
 Miscellaneous
 Governing Law
 No Recordation
 Attorneys Fees
 Waiver of Jury Trial
 Intentionally Omitted
 Force Majeure Force Majeure
 Landlord Release
 Brokers
 -19-




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Warranty of Authority
 Time of Essence
 Survival
 Financial Statements
 Independent Covenants
 Transportation Management
 Signage Exhibit H Exterior Sign
 -20-




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Outside
Exterior Sign Installation Date
 No Waiver
 Quiet Enjoyment
 Entire Agreement Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H
 Modification
 No Offer to Lease
 Anti-Terrorism Representations
  Moving Allowance Moving Allowance
 [SIGNATURE PAGE FOLLOWS]
 -21-




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LANDLORD:
ALISO VIEJO RP-V1, LLC,
a Delaware limited liability companyBy:
    Parker Summit V, LLC,a Delaware limited liability companyIts:  Member By:Name:Title: By:
    Gateway Aliso Viejo, L.P.,a California limited partnershipIts:  Managing Member By:
    RREEF America, L.L.C.,a Delaware limited liability companyIts:  Manager By:Name:Title: TENANT:
AVANIR PHARMACEUTICALS, INC.,
a Delaware corporationBy:Name:Title:By:Name:Title: * NOTE :
 If Tenant is a corporation incorporated in a state other than California
 -22-




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EXHIBIT B
 BUILDING RULES AND REGULATIONS
               -1-




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-2-




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-3-




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EXHIBIT C
 COMMENCEMENT LETTER  (EXAMPLE)
  Tenant Address:
 Re:
    
    Commencement Letter with respect to that certain Summit Office Lease dated as
of the _____ day of __________, _____, by and between _____ SAV IV, LLC, a Delaware
limited liability company, as Landlord, and ____________________ a(n)
_________________, as Tenant, for ____________ rentable square feet (________ usable
square feet) on the _______________________ floor of the Building located at
__________________________.
   1.
    
    The Commencement Date of the Lease is ________________________;2.
    
    The Termination Date of the Lease is ____________________________; and3.
    
    The Premises contain _________ rentable square feet.
   Project Manager
  Tenant: By:Name:Title:Date:  -1-




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EXHIBIT D
 WORK LETTER
  SECTION 1
 LANDLORDS INITIAL CONSTRUCTION IN THE PREMISES
 Base, Shell and Core of the Premises as Constructed by Landlord
 Intentionally Omitted
 SECTION 2
 TENANT IMPROVEMENTS
 Tenant Improvements; Generally
 Costs Charged Against the Cap
 Standard Tenant Improvement Package
 No Removable Items
 SECTION 3
 CONSTRUCTION DRAWINGS
 Selection of Architect/Construction Drawings
  -1-




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Final Space Plan
 Final Working Drawings; Final Pricing Plan
 Permits; Excess Costs
 Time Deadlines
 Architect Allowance
  -2-




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SECTION 4
 CONSTRUCTION OF THE TENANT IMPROVEMENTS
 Contractor
 Landlords Payment for Tenant Improvements
 Construction of Tenant Improvements by Contractor under the Supervision of Landlord
 Landlords Retention of Contractor
 Contractors Warranties and Guaranties
 SECTION 5
 COMPLETION OF THE TENANT IMPROVEMENTS;  LEASE COMMENCEMENT DATE
 Ready for Occupancy
 Delay of the Substantial Completion of the Premises
       -3-




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SECTION 6
 MISCELLANEOUS
 Tenants Entry Into the Premises Prior to Substantial Completion
 Freight Elevators
 Tenants Representative
 Landlords Representative
 Tenants Agents
 Time of the Essence in This Work Letter
 Tenants Lease Default
  -4-




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LANDLORD:ALISO VIEJO RP-V1, LLC,
a Delaware limited liability companyBy:
    
    Parker Summit V, LLC,a Delaware limited liability company
Its: Member
 By:Name:Title: By:
    
    Gateway Aliso Viejo, L.P.,
a California limited partnership
Its: Managing Member
 By:
    
    RREEF America, L.L.C.,
a Delaware limited liability company
Its: Manager
 By:Name:Title: TENANT:
AVANIR PHARMACEUTICALS, INC.,
a Delaware corporationBy:Name:Title:By:Name:Title:  -5-




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SCHEDULE 1
 SUMMIT PHASE V
 BASE, SHELL AND CORE DESCRIPTION
 Project Description
    
    
    1.
    
    
    4-Story Office Building with 35,850 sq. ft. floor platesStructure
    
    
    2.
    
    
    Floor to floor height of 13-6 typical, 15-0 first floor.3.
    
    
    Spread footings with grade beams at moment frame
perimeter.4.
    
    
    Structural steel building with seismic moment frame.Floor
    
    
    5.
    
    
    Lightweight concrete on all elevated floors.Exterior
    
    
    6.
    
    
    Smooth plaster exterior skin with
storefront/curtain with high-efficiency
double-pane window system.Interior Finish
    
    
    7.
    
    
    Ground floor public lobby complete.8.
    
    
    Finished mens and womens restrooms on all floors with
ceramic tile floors and walls and painted gypsum board ceiling.Vertical
    
    
    9.
    
    
    Two (2) Otis Gen-2 traction elevators with custom upgraded Movementcabs.Mechanical
    
    
    10.
    
    
    Efficient York 60 and 70-ton rooftop package units with variable frequency drives (VFD). Master
controlled energy management system with Alerton direct-digital controls (DDC).Fire Safety
    
    
    11.
    
    
    Fire Sprinklers distributed with temporary heads and shields at a rate of 1/150 sq. ft.Electrical
    
    
    12.
    
    
    Main switchgear 277/480 volt, 30 Enterprise  3,000 amps, 30 Enterprise  4,000 amps
main service. Receptacle loads are designed at 7 watts per square foot, lighting loads at 2 watts per square foot.
  -1-




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SCHEDULE 2
 BUILDING STANDARD TENANT IMPROVEMENT SPECIFICATIONS
 SUMMIT PHASE V  20 & 30 ENTERPRISE
 1)
    
    PARTITIONS
 a)
    
    DEMISING PARTITION
 i)
    
    3 5/8 x 20 gauge metal studs at 24 on center (unless floor structure or roof
structure is higher than 19-0 A.F.F.). 20 gauge is permitted if structure above is
below 13-6 A.F.F.ii)
    
    5/8 type X gypsum board, one layer each side of studs.iii)
    
    Full height partition from floor slab to bottom of structural slab.iv)
    
    Partition taped smooth and sanded to receive paint or scheduled finish below ceiling line.v)
    
    Owens corning Noise Barrier, 2 1/2, R-11 batt insulation.vi)
    
    Stagger and acoustical caulk around electrical outlet and other boxes; caulk
around conduit and other through wall penetrations. Caulk entire perimeter of wall at
floor, exterior wall, structure and between L metal finished gypsum board and
intersecting wall.vii)
    
    Secure top channel and bottom with 1/4 shot pins at 4-0 o.c. and 6 from corner.viii)
    
    Continuous corner beads with neoprene gasket at exterior glazing mullion.ix)
    
    All exterior corners with corner beads, all exposed edges finished with metal trim.
 b)
    
    INTERIOR PARTITION
 i)
    
    3 5/8 x 25 gauge metal studs at 24 on center with seismic bracing per code,
U.N.O.ii)
    
    5/8 type X gypsum board, one layer each side of studs.iii)
    
    Partition taped smooth and sanded to receive paint or wall covering.iv)
    
    Height: from floor to underside of ceiling to be 9-0 A.F.F.; 1st Floor 106 A.F.F.v)
    
    Continuous corner beads with neoprene gasket at exterior glazing mullion.vi)
    
    Exterior corners with corner beads, exposed edges finished with metal trim.vii)
    
    L metal of partition terminates at ceiling.
 c)
    
    PERIMETER DRYWALL & COLUMN FURRING
 i)
    
    Perimeter of exterior wall to receive 3 5/8 metal studs at 24 o.c. with 5/8
type X gypsum board as required by current Title 24 guidelines; taped smooth and
sanded to receive paint or scheduled finish.ii)
    
    Provide or continue wall insulation to comply with the Title 24 energy code.iii)
    
    Interior structural columns to receive 3 5/8 metal studs at 24 o.c. with 5/8
type X gypsum board below the ceiling line or as required by current Title 24
guidelines; taped smooth and sanded to receive paint or scheduled finish.
 2)
    
    DOOR ASSEMBLY
 a)
    
    CORRIDOR ENTRY DOOR ASSEMBLY
 i)
    
    Single door  3-0 x 8-0 x 1 3/4 solid core wood, flush AWI premium grade
plain sliced cherry with matching hardwood stiles.ii)
    
    Double door  6-0 x 8-0 x 1 3/4 solid core, flush AWI premium grade plain
sliced cherry with matching hardwood stiles.iii)
    
    Finish  factory applied transparent or opaque finish to match Architects
sample.iv)
    
    Rating  not rated.v)
    
    Frame  3-0 x 8-0, brushed aluminum doorframe by Western Integratedvi)
    
    Lockset: lever hardware by Schlage L9453-17 mortise lockset, (6) pin
Everest C123 keyway. Finish: 626 Satin Chrome.vii)
    
    (2) pair Butt hinges: 4 1/2 x 4 1/2 Hager BB-1279 (Stanley, Soss,
McKinney are acceptable alternates), finish to match lever sets.viii)
    
    Door Closer: Norton #8501 parallel arm, #689 aluminum finish.ix)
    
    Door Stop: Quality #331 floor stop, finish to match lever.
 b)
    
    INTERIOR DOORS
 i)
    
    Single door  3-0 x 8-0 x 1 3/4 solid core, flush AWI premium grade plain
sliced cherry with matching hardwood stiles.ii)
    
    Double door  6-0 x 8-0 x 1 3/4 solid core, flush AWI premium grade plain
sliced cherry with matching hardwood stiles.iii)
    
    Finish  factory applied transparent or opaque finish to match Architects
sample.iv)
    
    Frame  3-0 x 8-0 x 3 3/4, Western Integrated, brushed aluminum.v)
    
    Lockset  lever hardware by Schlage D Series Sparta cylindrical latch
set/lockset, lockset to be 6 pin Everest C123 Keyway. Finish: 626 Satin Chrome.vi)
    
    (2) pair Butt hinges: 4 1/2 x 4 1/2 Hager 1279.vii)
    
    Door Stop: Quality #331 floor stop, finish to match lever.
 3)
    
    BUILT-IN MILLWORK
 a)
    
    Millwork cabinets to be W.I.C. custom standard flush overlay construction with 3 1/2
wire pulls; Finish: Satin Chrome.b)
    
    Plastic Laminate Exterior use: Nevamar, Wilsonart, or Formica.
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c)
    
    Korton/Melamine Interiors use: white or black.
 4)
    
    ACOUSTIC CEILING SYSTEM
 a)
    
    Donn Fineline DXF Narrow 9/16, face with 1/4 reveal, intermediate duty with white
recess throughout tenant premises.b)
    
    Partition attachment clips.c)
    
    USG Millennia Climaplus Ceilings tile, 2 x 2x 3/4, kerffed and beveled edge.
(eligible for LEED CI points)d)
    
    Ceiling height 10-6: Floor 1.e)
    
    Ceiling height 9-0: Floors 2-4.
 5)
    
    FIRE SPRINKLER
 a)
    
    Drop heads from existing distribution, to be located in center of ceiling tile.b)
    
    Adjustable heads.c)
    
    Semi-recessed head model H 2 orifice with white enamel trim.d)
    
    Record Designer: Design-Build by incumbent contractor.
 6)
    
    FINISHES
 a)
    
    PAINT
 i)
    
    One specified primer coat, plus two Eggshell finish coats.ii)
    
    Benjamin Moore; Ecospec Interior Line. (eligible for LEED CI points)iii)
    
    Colors to be selected by tenant from building standards.
 b)
    
    FLOOR COVERING
 i)
    
    Carpet: Shaw; Turn-Key Collection: Edit, Equal, or Divide. Direct glue
down installation. (eligible for LEED CI points: 100% eco solution Q premium branded
nylon fiber)ii)
    
    Shaw guarantees it will pick up EcoWorx carpet at the end of its life, at no
charge to customer, and recycle it into more EcoWorx.iii)
    
    Vinyl composition title  Armstrong Imperial Texture Standard Exceloniv)
    
    12x12x1/8 gauge tile.v)
    
    Colors to be selected by tenant from building standard.
 c)
    
    RUBBER BASE
 i)
    
    4 rubber coved base, Burke or equal.ii)
    
    Colors to be selected by tenant from building standards.
 d)
    
    WINDOW COVERING
 i)
    
    Century Blinds perforated vinyl vertical blind. Draw and tilt function, with 3
1/2 curved P.V.C. vanes with perforation.ii)
    
    Color: Satin White.
 7)
    
    SIGNAGE (Property Manager)
 a)
    
    Building standard ground floor directory tenant identification/suite number strip.b)
    
    Building standard tenant identification/suite number sign adjacent to corridor entry
door.c)
    
    Outdoor illuminated signs: Negotiate with property manager.
 i)
    
    Power through lighting control system for automatic daily illumination.
 8)
    
    MECHANICAL SYSTEMS
 a)
    
    HVAC
 i)
    
    The shell and core has separate AC units for each floor of the building with
main ducting pre-installed and with ceiling plenum return.ii)
    
    Diffuser and Return Air Grilles: Krueger or Titus, flush with ceiling,
modular, perforated type with metal frame, square neck and modular core. Furnish with
factory finish to match ceiling tile and frame type to match ceiling suspension system.
Supply diffusers to include 4 way adjustable curved blades.iii)
    
    Typical Zoning Density: 750 square feet per zone, average. Corner offices and
conference rooms zoned separately.iv)
    
    Return air: Provide return air grills proportionally arranged for open
interior bays. Provide return air grills for each closed office. Where slab-to-slab
privacy walls arev)
    
    installed, provide a U or Z lined transfer duct sized for an air velocity
of 300 FPM or less.vi)
    
    Provide variable air volume (VAV) air delivery terminals tied into existing
main supply duct. Provide lined discharge plenums for downstream bellmouth duct
tapings.vii)
    
    Variable Air Volume Terminals: Price, Krueger or Titus, single inlet pressure
independent without heat for interior zones, with 2 row hot water coil for perimeter
zones and a flow cross inlet flow sensing element.viii)
    
    Perimeter and interior zone VAV terminals will include a 2 row hot water
heating coil with velocity reduction plenum, a 2 way pressure-independent control
valve, medium mesh strainer,
ball type SOVs and insulated branch piping tied into existing hot water mains.
  -2-




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(1)
    
    Provide air vent valves at high points in inverts for air relief.
 ix)
    
    For IDF rooms, server rooms and other areas with significant cooling loads,
provide cooling only VAV terminals and/or supplementary cooling units. Obtain
permission from and coordinate the installation of roof mounted equipment with the
property manager.x)
    
    Provide rigid spiral duct run-outs to terminals, one size larger than the
terminal inlet collar for low pressure drop. Transition to terminal inlet with a long
throat conical fitting. Tap runout into main duct using bellmouth fittings. Provide a
lined terminal discharge plenum fitted up to the heating coil for downstream ducts,
using bellmouth fittings, collars and balancing dampers.
 b)
    
    CONTROL WORK
 Control work shall include building standard Alerton BACnet pressure-independent digital
zone controllers with heating coil discharge air temperature sensors, MicroSet wall
thermostats with display and buttons, UL Listed 24 VAC, 40 VA transformer, Belimo damper
actuators, Belimo PICCV control valves with actuators, installation, programming and
graphics/alarm/trend updating at operator workstation.i)
    
    Tie zone controllers into the existing floor MS/TP BACnet data network at the
main ducts. Insert the tenant zones into the network by pulling network cable back to
the adjacent zone and running new wire to the new zone, then picking up the existing
wire again to form a daisy chain with no intermediate splices.
 (1)
    
    Program zone terminals identically to the base building terminals
including feedback for static pressure reset, discharge air temperature reset with
heating minimum air flow reset, purge-out, warm-up/cool-down, demand controlled
ventilation and other building standard control features.(2)
    
    Program the perimeter zones and gathering areas for a minimum air flow
of 20% of design flow and interior open areas to zero minimum flow. All zones
shall accept proportional reset from demand controlled ventilation algorithms.
 ii)
    
    Provide Telaire Model 8003 CO2sensors in tenant spaces for sensing
the average CO2 levels. Provide additional sensors in lunch rooms,
conference rooms and other closed areas where more than four people can gather.
 (1)
    
    Program each zone to accept digital reset of the minimum air flow
setting from the CO2 sensors in the related spaces. Where a
CO2 sensor encompasses several related zones, link these zones to the
demand controlled ventilation reset. Reset the minimums proportionally up to 40%
of design flow in each zone.
 c)
    
    TESTING, BALANCING AND LEED CI COMMISSIONING
 i)
    
    Provide the services of American Companies (AABC/ACG) and Climatec, Inc.
(Alerton) for combined test, balance and commissioning of zone work to meet the LEED CI
standard integrating with the LEED certification for the building shell and core.ii)
    
    Provide Title 24 static pressure optimization, purge and building standard
after-hours sequences to suit the tenant and their lease arrangement.iii)
    
    Design static pressure is 1.25 WC in the main duct. This will not be adjusted
higher to make undersized terminals perform.iv)
    
    Space heating water design temperatures are 160°F supply with a 30°F delta.
Two-row heating coils are required.v)
    
    Space pressurization is maintained at 0.05 WC positive.
 9)
    
    ELECTRICAL SYSTEMS
 a)
    
    LIGHTING FIXTURES
 i)
    
    2 x 4 Lithonia Avante AV-G-3-32MDR-277-GEB-W3-F32T8/TL8.ii)
    
    Three T8 fluorescent tubes; 8500K (daylight) color temperature with earthquake
clips and ceiling wire.iii)
    
    Provide electronic daylight compensation for fixtures rows along the glazed
perimeter walls for each exposure for LEED CI points.iv)
    
    Coverage ratio: In accordance with IES standard and Title 24 energy code.
 b)
    
    ELECTRICAL POWER WALL OUTLET
 i)
    
    Leviton, Decora, receptacles self-grounding or equal, duplex, 20 amp
receptacle.ii)
    
    Color: White.iii)
    
    Mounted vertically 18 A.F.F. to center of faceplate.
 c)
    
    ELECTRICAL FLOOR BOXES & PARTITION FEEDS
 i)
    
    Walker#880 SI (One Gang Box)ii)
    
    Walker #880 52 (Two Gang Box)iii)
    
    Walker#817 PC-BRN (One Gang Carpet Flange)iv)
    
    Walker # 927 PC-BRN (Two Gang Carpet Flange)v)
    
    Walker # 828 PR-BRN (Duplex receptacle with cover plate)vi)
    
    Walker # 829 PS-BRN (Telephone /Data with cover plate)vii)
    
    Walker # 829 PCK-BRN (Low tension cover plate with K.O.s for power flex to
system)
 d)
    
    FLUSH FLOOR-MOUNTED POKE THRU POWER WITH FLEX FEED TO ELECTRIFIED
PARTITION SYSTEM
  -3-




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i)
    
    Walker #RC-700-6A
 e)
    
    FLUSH FLOOR MOUNTED POKE THRU TELEPHONE/DATA
 i)
    
    Walker #RC-700-A-20A with COM5O.ii)
    
    Use 3/4 C. for telephone/data feed.
 f)
    
    LIGHTING CONTROL MOTION SENSORS
 i)
    
    Wall mounted, dual level sensor- Unenco # SOM 10-2ii)
    
    Wall mounted, single level sensor- Unenco #SOM 10-1iii)
    
    One way ceiling mount sensor - Unenco #C-500-800iv)
    
    Plenum rated (FR) wire, UL Listed transformer and control relay.
 g)
    
    LIGHTING CONTROL SWITCHING(for use in other areas as allowed by current Title 24
guidelines)
 i)
    
    Leviton Decora #5601 and 5603, White.ii)
    
    Switched AB paired in double gang box to meet Title 24 requirements.iii)
    
    Height 40 A.F.F., to centerline of switch.
 h)
    
    BASE BUILDING LIGHTING CONTROL SYSTEM (LEVITON)
 i)
    
    Route tenant light circuits (excluding emergency circuits) through the digital
lighting control panel circuit relays located in each electrical room.ii)
    
    Arrange and program circuits to the building standard template and occupancy
schedule (identified in the lease).iii)
    
    Provide digital low voltage programmable switches in key locations to permit
tenants to turn on lights after normal hours.
 (1)
    
    Provide engraved plates to identify areas controlled by digital low
voltage switches.
 10)
    
    TELEPHONE/DATA PROVISIONS
 a)
    
    Single gang wall box with 3/4 conduit stub sweep-out 6 above ceiling.b)
    
    Mount vertically plumb and true, 18 A.F.F. to center of faceplate.c)
    
    Faceplate color is White.d)
    
    Plenum wiring in ceiling spaces, neatly run parallel to building lines and properly
hunge)
    
    Provide a two-inch (minimum) telephone conduit from the nearest floor telephone room to
tenant backboard within the suite for tenant service cabling.
 i)
    
    Tenant provides fiber/copper cable in conduit.
 f)
    
    Coordinate equipment space in main telephone room with property management.
 11)
    
    EXIT SIGNS
 a)
    
    Lithonia LRP-1-GC-LA-277-X2, Single Face; LRP-2-GMR-DA-277-X2, Double Face. LED
illumination, REDb)
    
    Universal mounting and universal illuminated exit sign with injection molded clear
polycarbonate outer housing.c)
    
    White inner stencil background with green letters.d)
    
    Provide 90 minute, 1400 lumen battery pack or connect to tenant provided common battery
backed UPS.
 12)
    
    PLUMBING FIXTURES
 a)
    
    Kitchen sink: single basin stainless steel #SL-ADA-1921-A-GR, 6 1/2 DP or equal by
Elkay.b)
    
    ADA compliant 2 handle faucet by Elkay or Moen.c)
    
    Garbage Disposal: In-Sink-Erator Model 777SS, 3/4 HP.d)
    
    Chronomite Labs: Model M-40-277; 11 kW electronic temperature control for coffee/lunch
room sinks and dishwashers.
 13)
    
    FIRE LIFE SAFETY
 a)
    
    Semi-recessed fire extinguisher cabinets by Potter-Roemer, Alta series. Color to
match adjacent wall.b)
    
    Fire/smoke detection, manual initiation and speaker/strobes are design-build to match
building standard provided by incumbent contractor.
 14)
    
    SECURITY
 a)
    
    Card Access Control: Access after-hours is through the use of electrically coded cards
in existing building card readers.
 i)
    
    Card controls access to main lobby entry and elevators.ii)
    
    Exit doors to stairwells and public exits are monitored with door bug sensors.
 b)
    
    Camera surveillance is provided for the lobbies, public areas, corridors and parking
garage. Tenant provides additional cameras to suit.
 15)
    
    MISCELLANEOUS
 a)
    
    Tenant Improvement allowance includes working drawings, permits and fees.b)
    
    Electrical engineer to calculate lighting and receptacle loads (watts per sf) to
demonstrate compliance with
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the lease, LEED CI and with the T24 energy code.c)
    
    Mechanical engineer to calculate heating, cooling and ventilation loads to demonstrate
compliance with the lease, LEED CI and with the T24 energy code.d)
    
    Plumbing engineer to calculate fixture unit loads to demonstrate compliance with the
lease, LEED CI and with the T24 energy code.e)
    
    Data/Telecom system designer to be a BICSI certified RCDD engineer, designing data
distribution system in ceiling plenums in compliance with the lease, local codes and best
industry workmanship standards.
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SCHEDULE 3
 TIME DEADLINES
 Dates
    
    Actions to be PerformedA. Ten (10) business days after
Tenant receives the Final Working
Drawings from Landlord
    
    Final Working Drawings and Final
Pricing Plan to be approved by
Tenant.
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EXHIBIT E
 PARKING AGREEMENT
 Parking Agreement
 1.
    
    The capitalized terms used in this Parking Agreement shall have the same definitions as set
forth in the Lease to the extent that such capitalized terms are defined therein and not
redefined in this Parking Agreement. In the event of any conflict between the Lease and this
Parking Agreement, the latter shall control.2.
    
    Landlord hereby grants to Tenant and persons designated by Tenant a license to use one
hundred ten (110) non-reserved parking spaces and ten (10) reserved parking spaces in the
parking facility (Parking Facility) located at the Project. The term of such license shall
commence on the Commencement Date under the Lease and shall continue until the earlier to
occur of the Termination Date under the Lease, the sooner termination of the Lease, or
Tenants abandonment of the Premises thereunder. Said ten (10) reserved parking spaces shall
be in a location designated by Landlord. During the term of this license, Tenant shall pay
Landlord the prevailing monthly charges established from time to time for parking in the
Parking Facility, payable in advance, with Tenants payment of monthly Base Rent. The charge
for such parking spaces during the initial term of this license is $0 per non-reserved parking
pass, per month, and $0.00 per reserved parking pass per month. No deductions from the
monthly charge shall be made for days on which the Parking Facility is not used by Tenant.
Tenant may, from time to time request additional parking spaces, and if Landlord shall provide
the same, such parking spaces shall be provided and used on a month-to-month basis, and
otherwise on the foregoing terms and provisions, and at such prevailing monthly parking
charges as shall be established from time to time.3.
    
    Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes,
laws, statutes and requirements of all federal, state, county and municipal governmental
bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves
the right to adopt, modify and enforce reasonable rules (Rules) governing the use of the
Parking Facility from time to time including any key-card, sticker or other identification or
entrance system and hours of operation. The rules set forth herein are currently in effect.
Landlord may refuse to permit any person who violates such rules to park in the Parking
Facility, and any violation of the rules shall subject the car to removal from the Parking
Facility.4.
    
    Unless specified to the contrary above, the parking spaces hereunder shall be provided on a
non-designated first-come, first-served basis. Tenant acknowledges that Landlord has no
liability for claims arising through acts or omissions of any independent operator of the
Parking Facility. Landlord shall have no liability whatsoever for any damage to items located
in the Parking Facility, nor for any personal injuries or death arising out of any matter
relating to the Parking Facility, and in all events, Tenant agrees to look first to its
insurance carrier and to require that Tenants employees look first to their respective
insurance carriers for payment of any losses sustained in connection with any use of the
Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of
subrogation against Landlord or Landlords agents. Landlord reserves the right to assign
specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped
persons and for other tenants, guests of tenants or other parties, which assignment and
reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant
and persons designated by Tenant hereunder shall not park in any location designated for such
assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be
closed entirely or in part in order to make repairs or perform maintenance services, or to
alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike,
condemnation, act of God, governmental law or requirement or other reason beyond the
operators reasonable control. In such event, Landlord shall refund any prepaid parking rent
hereunder, prorated on a per diem basis.5.
    
    If Tenant shall default under this Parking Agreement, the operator shall have the right to
remove from the Parking Facility any vehicles hereunder which shall have been involved or
shall have been owned or driven by parties involved in causing such default, without liability
therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement,
Landlord shall have the right to cancel this Parking Agreement on 10 days written notice,
unless within such 10 day period, Tenant cures such default. If Tenant defaults with respect
to the same term or condition under this Parking Agreement more than 3 times during any 12
month period, and Landlord notifies Tenant thereof promptly after each such default, the next
default of such term or condition during the succeeding 12 month period, shall, at Landlords
election, constitute an incurable default. Such cancellation right shall be cumulative and in
addition to any other rights or remedies available to Landlord at law or equity, or provided
under the Lease (all of which rights and remedies under the Lease are hereby incorporated
herein, as though fully set forth). Any default by Tenant under the Lease shall be a default
under this Parking Agreement, and any default under this Parking Agreement shall be a default
under the Lease.
 RULES
 (i)
    
    Parking Facility hours shall be 6:00 a.m. to 8:00 p.m., however, Tenant shall
have access to the Parking Facility on a 24 hour basis, 7 days a week. Tenant shall
not store or permit its employees to store any automobiles in the Parking Facility
without the prior written consent of the operator. Except for emergency repairs,
Tenant and its employees shall not perform any work on any automobiles while located in
the Parking Facility, or on the Project. If it is necessary for Tenant or its
employees to leave an automobile in the Parking Facility overnight, Tenant shall
provide the
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operator with prior notice thereof designating the license plate number and
model of such automobile.(ii)
    
    Cars must be parked entirely within the stall lines painted on the floor, and
only small cars may be parked in areas reserved for small cars.(iii)
    
    All directional signs and arrows must be observed.(iv)
    
    The speed limit shall be 5 miles per hour.(v)
    
    Parking spaces reserved for spaces for handicapped persons must be used only by
vehicles properly designated.(vi)
    
    Parking is prohibited in all areas not expressly designated for parking,
including without limitation:
 (a)
    
    Areas not striped for parking(b)
    
    aisles(c)
    
    where no parking signs are posted(d)
    
    ramps(e)
    
    loading zones
 (vii)
    
    Parking stickers, key cards or any other devices or forms of identification or
entry supplied by the operator shall remain the property of the operator. Such device
must be displayed as requested and may not be mutilated in any manner. The serial
number of the parking identification device may not be obliterated. Parking spaces and
devices are not transferable and any pass or device in the possession of an
unauthorized holder will be void.(viii)
    
    Monthly fees shall be payable in advance prior to the first day of each month.
Failure to do so will automatically cancel parking privileges and a charge at the
prevailing daily parking rate will be due. No deductions or allowances from the
monthly rate will be made for days on which the Parking Facility is not used by Tenant
or its designees.(ix)
    
    Parking Facility managers or attendants are not authorized to make or allow any
exceptions to these Rules.(x)
    
    Every parker is required to park and lock his/her own car.(xi)
    
    Loss or theft of parking pass, identification, key cards or other such devices
must be reported to Landlord and to the Parking Facility manager immediately. Any
parking devices reported lost or stolen found on any authorized car will be confiscated
and the illegal holder will be subject to prosecution. Lost or stolen spaces and
devices found by Tenant or its employees must be reported to the office of the garage
immediately.(xii)
    
    Washing, waxing, cleaning or servicing of any vehicle by the customer and/or
his agents is prohibited except by Landlord or Landlords vendors or concessionaires.
Parking spaces may be used only for parking automobiles.(xiii)
    
    By signing this Parking Agreement, Tenant agrees to acquaint all persons to whom
Tenant assigns a parking pass with these Rules.
 6.
    
    TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL
NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANTS PROPERTY (INCLUDING, WITHOUT
LIMITATIONS, ANY LOSS OR DAMAGE TO TENANTS AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT,
VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANTS USE OF THE PARKING FACILITY OR
EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE
RESULTS FROM LANDLORDS ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORDS
LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING
DIRECTLY FROM LANDLORDS WILLFUL MISCONDUCT.7.
    
    Without limiting the provisions of Paragraph 6 above, Tenant hereby voluntarily releases,
discharges, waives and relinquishes any and all actions or causes of action for personal
injury or property damage occurring to Tenant arising as a result of parking in the Parking
Facility, or any activities incidental thereto, wherever or however the same may occur, and
further agrees that Tenant will not prosecute any claim for personal injury or property damage
against Landlord or any of its officers, agents, servants or employees for any said causes of
action. It is the intention of Tenant by this instrument, to exempt and relieve Landlord from
liability for personal injury or property damage caused by negligence.8.
    
    The provisions of Section 21 of the Lease are hereby incorporated by reference as if fully
recited.Tenant acknowledges that Tenant has read the provisions of this Parking Agreement, has been
fully and completely advised of the potential dangers incidental to parking in the Parking
Facility and is fully aware of the legal consequences of signing this instrument.
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EXHIBIT F
 
 
 
 RECOGNITION OF COVENANTS,  CONDITIONS, AND RESTRICTIONS
  Exhibit
A
 Exhibit B
    1.
    
    Tenants Recognition of Declaration. Notwithstanding that the Lease has been
executed prior to the recordation of the Declaration, Tenant agrees to recognize and by bound
by all of the terms and conditions of the Declaration.2.
    
    Miscellaneous.
 2.1
    
    This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, estates, personal representatives, successors, and
assigns.2.2
    
    This Agreement is made in, and shall be governed, enforced and construed under
the laws of, the State of California.2.3
    
    This Agreement constitutes the entire understanding and agreements of the
parties with respect to the subject matter hereof, and shall supersede and replace all
prior understandings and agreements, whether verbal or in writing. The parties confirm
and acknowledge that there are no other promises, covenants, understandings,
agreements, representations, or warranties with respect to the subject matter of this
Agreement except as expressly set forth herein.2.4
    
    This Agreement is not to be modified, terminated, or amended in any respect,
except pursuant to any instrument in writing duly executed by both of the parties
hereto.2.5
    
    In the event that either party hereto shall bring any legal action or other
proceeding with respect to the breach, interpretation, or enforcement of this
Agreement, or with respect to any dispute relating to any transaction covered by this
Agreement, the losing party in such action or proceeding shall reimburse the prevailing
party therein for all reasonable costs of litigation, including reasonable attorneys
fees, in such amount as may be determined by the court or other tribunal having
jurisdiction, including matters on appeal.2.6
    
    All captions and heading herein are for convenience and ease of reference only,
and shall not be used or referred to in any way in connection with the interpretation
or enforcement of this Agreement.
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2.7
    
    If any provision of this Agreement, as applied to any party or to any
circumstance, shall be adjudged by a court of competent jurisdictions to be void or
unenforceable for any reason, the same shall not affect any other provision of this
Agreement, the application of such provision under circumstances different from those
adjudged by the court, or the validity or enforceability of this Agreement as a whole.2.8
    
    Time is of the essence of this Agreement.2.9
    
    The Parties agree to execute any further documents, and take any further
actions, as may be reasonable and appropriate in order to carry out the purpose and
intent of this Agreement.2.10
    
    As used herein, the masculine, feminine or neuter gender, and the singular and
plural numbers, shall each be deemed to include the others whenever and whatever the
context so indicates.
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SIGNATURE PAGE OF RECOGNITION OF  COVENANTS, CONDITIONS AND RESTRICTIONS
  Landlord:
ALISO VIEJO RP-V1, LLC,
a Delaware limited liability companyBy:
    Parker Summit V, LLC,a Delaware limited liability companyIts:  Member By:Name:Title: By:
    Gateway Aliso Viejo, L.P., a California limitedpartnershipIts:  Managing Member By:
    RREEF America, L.L.C., a Delaware limitedliability companyIts:  ManagerBy:Name:Title: Tenant:aBy:Its:By:Its:  -3-




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EXHIBIT G  SITE TECHNICAL AND CABLING STANDARDS
 Communications Infrastructure  Riser Cable Specifications
 1.
    
    All communications infrastructure copper cabling for POTS voice circuits shall
be rated at least:
 
    
    Category-3
    
    24-Guage Solid Conductor
    
    Unshielded Twisted Pair
    
    Minimum of 25 pairs
 2.
    
    All building-to-building and/or underground communications infrastructure
copper cabling shall be rated at least:
 
    
    Category-3
    
    24-Guage Solid Conductor
    
    Unshielded Twisted Pair
    
    One Overall Shield w/ drain wire
    
    Water-blocking
    
    Minimum of 25 pairs
 3.
    
    All Hi-Cap circuit copper cabling shall be rated at least:
 
    
    Category-5
    
    22-Guage Solid Conductor
    
    Shielded Twisted Pair
    
    Minimum of 2 pairs
 4.
    
    All fiber optic cabling shall be:
 
    
    Corning
    
    50/125 micron  Multi-mode or Singlemode
    
    Minimum of 6 fibers
 5.
    
    All building-to-building and/or underground fiber optic cabling shall be:
 
    
    Corning
    
    50/125 micron  Multi-mode or Singlemode
    
    Water-blocking
    
    Minimum of 6 fibers
 6.
    
    All copper cabling termination blocks shall be M66-50 for Category-3 cable and
110 type for Category-5 cable.7.
    
    All hi-cap circuits shall terminate on designated punch blocks with at least 4
pair spaces separating each high capacity circuit.
 Communications Infrastructure  Policies and Procedures
  1.
    
    No one shall be permitted access to the building communications closets without
prior permission from Landlords riser management vendor or building management. All
third party vendors will sign-in and sign-out with building security or property
management.2.
    
    Closet access by outside communication technicians shall be restricted to the
buildings MPOE only and all work performed shall be supervised and inspected by
Landlords riser management vendor on an hourly basis at the tenants expense.3.
    
    Tenant shall provide Landlords riser management vendor with an event
escalation and emergency contact list.4.
    
    Tenants are not permitted to install any cable or equipment in building
communications closets without authorization from Landlords riser management vendor
and building management. Parker Properties may at some time install secure, locking,
tenant equipment co-location cabinets on each floor. Landlords riser management
vendor will document and control the installation of all such equipment. Access to
these communications closets and cabinets shall be coordinated through Landlords riser
management vendor and/or building management.5.
    
    All tenant cabling shall be confined to the boundaries of tenants suite. No
tenant cabling shall terminate in or pass through building communications closets.
Should building management make
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an exception, cable shall be enclosed in conduit. If a pull box is required, a
locking pull box must be utilized. Tenants will be required to contract with
Landlords riser management vendor to install any cable or conduit in or between
building communications closets.6.
    
    High capacity circuits such as T-1 and DSL can cause disruption to normal voice
(POTS) lines. Therefore, they must be extended from the MPOE to the tenants suite via
a separate cable.7.
    
    Any and all third parties hired by tenant must meet the contractor
certification requirements as set forth and updated from time to time by building
management and Landlords riser management vendor which shall include but not be
limited to applicable manufacturers certification, licenses and certificates of
insurance.8.
    
    Upon lease termination, Landlord has the option to repair, replace or remove
such cable and all termination hardware at the tenants expense. Cable terminations
and mounting hardware that attached to the ceilings, floors or walls of the building
and all pathways and cable in building common areas shall become the property of the
Landlord. A pull string shall be installed in any conduit from which cabling is
removed.
 Communications Infrastructure  Tenant Suite Cable Specifications
  1.
    
    Data cabling systems must be Enhanced Category-5 or greater. All components in
the system including cable, jacks, and patch panels must comply with EIA/TIA 568A and
Technical Services Bulletin 97 and pass all channel and link tests for Enhanced
Category-5. Test results shall be provided to building management and kept on record.2.
    
    All Tenant-installed data cabling shall be tested and certified to current
gigabit per second transmission standards. Any maintenance performed to such cabling
shall require new testing and certification to these standards. Copies of such
certifications should be submitted to Landlord within 48 hours of completion of the
Work Order.3.
    
    Voice cabling systems must be Category-3 or greater. All components in the
system including cable, jacks and patch panels must comply with EIA/TIA 568A and pass
all tests for Category-3. Test results shall be provided to building management and
kept on record. Landlords riser management vendor will oversee all third party voice
cabling to ensure all horizontal cabling policies and procedures are met.4.
    
    All tenant cabling shall be installed parallel to or at 90 degree angles to the
buildings exterior walls and tenant hallways. Cabling shall be routed from the tenant
communication backboard to the tenant communication outlets in bundles above hallways
were possible. Under no circumstances shall cabling be installed in a radial spider
web fashion.5.
    
    All cabling shall be independently supported on J-hooks suspended from the
building structure. Cabling shall not be attached to existing conduit, ducts, pipes or
cable systems for support.6.
    
    All cabling shall be terminated in Landlord approved wall plates or patch
panels, which shall be permanently attached to the walls of the tenant suite or shall
be installed in telecommunications closets to Landlord-approved specifications.7.
    
    In an emergency or upon 24-hour advance notice from the Landlord, all
telecommunication spaces, pathways, cables, and equipment shall be made available for
inspection by Landlord or Landlords designated riser management company to ensure
compliance with the above standards. Tenant will be responsible for the correction of
any sub-standard workmanship and re-inspection fees.
 Communications Infrastructure  Definitions
 For the purpose of agreement, the following terms shall apply:Communications Infrastructure: All voice and/or data transmitting communications cabling,
terminations, cross-connections, backboards, equipment and related conduit within and
between the buildings and/or tenants Communications ClosetsCommunications Closet: Any closet or room located on the property associated with the
Communications Infrastructure
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MPOE: (Minimum Point of Entry) That point where the local telephone company (Pacific Bell)
or other service provider (Verizon, BHI, Cox, MCI, etc.) terminates their cable and/or
responsibility for service.IDF: (Intermediate Distribution Facility) The building communications closets on each
floor, other than the MPOE, through which the riser system passes on its way to tenants
suites or other remote areas.Riser Cabling: The cable installed to extend services from the MPOE to tenant suites and/or
other remote communications equipment.Horizontal Cabling: The cable installed within tenants suite to extend voice and data
services from tenants communications closet to tenants individual workstations.Hi-Cap: High capacity circuits such as T-1, Frame Relay and DSLPOTS: Plain Old Telephone Service  standard voice grade circuits
  -3-




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EXHIBIT H  EXTERIOR SIGN LOCATION
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EXHIBIT I
 FORM LETTER OF CREDIT
 Letterhead of issuing bank)
 FAX NO. [(___) __-____]
    
    [Insert Bank Name And Address]SWIFT: [Insert No., if any]DATE OF ISSUE: _______________BENEFICIARY:
    
    APPLICANT:[Insert Beneficiary Name And Address]
    
    [Insert Applicant Name And Address]LETTER OF CREDIT NO. _________EXPIRATION DATE:
    
    AMOUNT AVAILABLE:________ AT OUR COUNTERS
    
    USD[Insert Dollar Amount](U.S. DOLLARS [Insert Dollar Amount])
  (Expiration Date)
 1. THE ORIGINAL OF THIS IRREVOCABLE STANDBY LETTER OF CREDIT AND AMENDMENT(S), IF ANY.
 2. BENEFICIARYS SIGNED STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
[Insert Beneficiarys Name], A [Insert Entity Type] (BENEFICIARY) STATING THE FOLLOWING:
 THE UNDERSIGNED HEREBY CERTIFIES THAT THE BENEFICIARY, EITHER (A) UNDER THE LEASE
(DEFINED BELOW), OR (B) AS A RESULT OF THE TERMINATION OF SUCH LEASE, HAS THE RIGHT
TO DRAW DOWN THE AMOUNT OF USD IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SUMMIT
OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE LEASE), OR
SUCH AMOUNT CONSTITUTES DAMAGES OWING BY THE TENANT UNDER SUCH LEASE TO BENEFICIARY
RESULTING FROM THE BREACH OF SUCH LEASE BY THE TENANT THEREUNDER, AND SUCH AMOUNT
REMAINS UNPAID AT THE TIME OF THIS DRAWING.
  THE UNDERSIGNED HEREBY CERTIFIES THAT WE HAVE RECEIVED A WRITTEN NOTICE OF [Insert
Bank Name]S ELECTION NOT TO EXTEND ITS STANDBY LETTER OF CREDIT NO. ___________ AND
HAVE NOT RECEIVED A REPLACEMENT LETTER OF CREDIT WITHIN AT LEAST THIRTY (30) DAYS
PRIOR TO THE PRESENT EXPIRATION DATE.
  THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL
AMOUNT OF LETTER OF CREDIT NO. ___________ AS THE RESULT OF THE FILING OF A
VOLUNTARY PETITION UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE BY THE
TENANT UNDER THAT CERTAIN SUMMIT OFFICE LEASE DATED [Insert Lease Date], AS AMENDED
(COLLECTIVELY, THE LEASE), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS
DRAWING.
  THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL
AMOUNT OF LETTER OF CREDIT NO. ___________ AS THE RESULT OF AN INVOLUNTARY PETITION
HAVING BEEN FILED UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE AGAINST
THE TENANT
  -1-




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##### 



UNDER THAT CERTAIN SUMMIT OFFICE LEASE DATED [Insert Lease Date], AS AMENDED
(COLLECTIVELY, THE LEASE), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS
DRAWING.
  THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE
FULL AMOUNT OF LETTER OF CREDIT NO. ___________ AS THE RESULT OF TENANT BEING PLACED
INTO RECEIVERSHIP OR CONSERVATORSHIP UNDER FEDERAL OR STATE LAW UNDER THAT CERTAIN
SUMMIT OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE
LEASE).
  THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL
AMOUNT OF LETTER OF CREDIT NO. ___________ AS THE RESULT OF TENANT EXECUTING AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS UNDER THAT CERTAIN SUMMIT OFFICE LEASE DATED
[Insert Lease Date], AS AMENDED (COLLECTIVELY, THE LEASE).
  THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL
AMOUNT OF LETTER OF CREDIT NO. ___________ AS THE RESULT OF THE FITCH CREDIT RATING
OF THE ISSUING BANK FALLING BELOW ____ UNDER THAT CERTAIN SUMMIT OFFICE LEASE DATED
[Insert Lease Date], AS AMENDED (COLLECTIVELY, THE LEASE).
      (Expiration Date).
   e.g. e.g.
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##### 



(Expiration Date).
   Very truly yours, 
(Name of Issuing Bank)By:  -3-