Ex 10.191 1733 Ocean Lease


     

      Exhibit
        10.191
        

      

    

    
 

    1733
      OCEAN AVENUE

     

    OFFICE
      LEASE

     

    THIS
      LEASE is made and entered into as of the 15th day
      of November, 2005, by and between MAGUIRE PARTNERS - 1733 OCEAN, LLC, a
      California limited liability company (“Landlord”)
      and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership (“Tenant”).

     

    1. Lease
      of Premises.

     

    Landlord
      hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain
      premises (the “Premises”)
      located on the fourth floor of an office building (the “Building”)
      located at 1733 Ocean Avenue, Santa Monica, California, as shown on the drawings
      attached hereto as Exhibit “A,”
      The Premises contain 17,207 square feet of Rentable Area (as defined in
Exhibit “B”
      attached hereto) and 441 square feet of Balcony Area (as defined in Exhibit
      “B”
      attached hereto), for a total area of 17,648 square feet (“Total
      Area”).
      The Building, a subterranean parking garage located beneath the Building (the
      “Parking
      Garage”),
      the land on which the foregoing improvements are located (the “Land”),
      and all other improvements, parks and plazas now or hereafter constructed on
      the
      Land, except improvements which tenants may remove therefrom pursuant to the
      terms of their respective leases, are collectively referred to herein as the
      “Project.”
      Landlord is the ground lessee of the Land pursuant to a Ground Lease dated
      as of
      October 16, 1987 (the “Ground
      Lease”)
      entered into by Landlord’s predecessor-in- interest, a memorandum of which was
      recorded on November 16, 1987 as Document Number 87-1827182 in the Official
      Records of the Los Angeles County Recorder.

     

    2. Purpose.

     

    2.1 Use

     

    .
      The Premises shall be used only for office uses in keeping with the character
      of
      a first-class, office building complex and for no other purpose. Without
      limiting the foregoing, permitted office uses do not include uses for a medical
      practice, modeling, personnel or counseling agency, training center (except
      for
      training of Tenant’s employees and customers necessarily incidental to Tenant’s
      business at the Premises), retail sales operation, showroom, classroom, testing
      center or non-incidental storage. Tenant shall have the non-exclusive right
      to
      use the common areas and public areas in the Project.

     

    2.2 Limitation
      on Uses

     

    .
      Tenant shall not use or occupy the Premises, or permit the use or occupancy
      of
      the Premises, in any manner or for any purpose which: (a) would violate any
      Applicable Laws including, without limitation, those with respect to hazardous
      or toxic materials, or the provisions of any applicable governmental permit
      or
      document related to the Project (including without limitation, the First
      Amendment and Restatement of Development Agreement by and between Maguire Thomas
      Partners Development, a California limited partnership and the City of Santa
      Monica recorded February 22, 1996 as Document Number 96-293171 in the Official
      Records of the Los Angeles County Recorder, as amended); (b) would
      adversely affect or render more expensive any fire or other insurance maintained
      by Landlord for the Building or any of its contents; or (c) would impair or
      interfere with any of the services and systems of the Building, including
      without limitation, the Building’s electrical, mechanical, vertical
      transportation, sprinkler, fire and life safety, structural, plumbing, security,
      heating, ventilation and air conditioning systems (collectively, the
“Building
      Systems”)
      or the janitorial, security and building maintenance services (collectively,
      the
“Service
      Facilities”).

     

    3. Term.

     

    3.1 Commencement
      Date

     

    .
      The term of this Lease (the “Term”)
      shall commence on the earlier of (i) the date Tenant commences business
      operations from the Premises and (ii) the first business day of the week
      following the date that the Occupancy Date has occurred or would have occurred
      had Tenant Delays, as defined in Exhibit “D”,
      not occurred 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (the
      “Commencement
      Date”)
      and shall end ten (10) years after the Commencement Date, unless sooner
      terminated pursuant hereto. Promptly following the Commencement Date, Landlord
      and Tenant shall confirm the Commencement Date and the expiration date by
      executing and delivering a Memorandum of Commencement Date in the form attached
      hereto as Exhibit “C.”
      In no event shall the Commencement Date occur later than the date on which
      the
      Tenant commences business operations from the Premises. 

     

    3.2 Occupancy
      Date

     

    .
      Landlord shall prepare the Premises for occupancy by Tenant in accordance with
      the provisions of Landlord’s Improvement Letter, attached hereto as Exhibit
      “D.”
      The “Occupancy
      Date”
      for the Premises shall occur on the first business day following Tenant’s
      receipt of a correct notice that each of the following conditions have been
      satisfied: (a) the Building Systems are operational to the extent necessary
      to
      service the Premises; (b) Landlord has provided reasonable access to the
      Premises by Tenant, its agents, employees, licensees and invitees so that the
      Premises may be used without substantial interference; (c) Landlord has made
      available to Tenant the number of parking passes as set forth in Article
      26;
      (d) Landlord has obtained a signed-off building permit card (or equivalent
      evidence from the City of Santa Monica that the Premises may legally be
      occupied) for the Premises (except to the extent such failure to obtain a such
      signed off building permit card or other evidence is due to any act or omission
      of Tenant or Tenant’s architect or space planner); and (e) Landlord has
      substantially completed the work required to be performed by Landlord in
      accordance with Exhibit
      “D”
      hereto other than details of construction, decoration and minor mechanical
      adjustments which do not materially interfere with Tenant’s use of the Premises
      (i.e.
      punch list items) and any items to be installed by Tenant. Notwithstanding
      anything to the contrary set forth above, to the extent the Occupancy Date
      is
      delayed as a result of any Tenant Delay (as defined in Article 7 of Exhibit
      “D”
      attached hereto), the Occupancy Date shall be determined without regard to
      such
      delay and the Occupancy Date shall be deemed to occur on the date the foregoing
      conditions would have been satisfied “but for” the Tenant Delay. If the
      Occupancy Date does not occur by January 1, 2007, Tenant may terminate this
      Lease on ten (10) days notice to Landlord.

     

    3.3 Acceptance
      of Premises

     

    .
      Except for latent defects as otherwise provided in this Lease and subject to
      Section
      1.1
      of Exhibit
      “D”
      hereto, Tenant hereby accepts the Premises in its “AS-IS” condition, and
      Landlord shall have no obligation to repair, restore, improve, remodel or
      refurbish the Premises other than as may be set forth in Exhibit
      “D”,
      provided that the Base Building Improvements (as defined in Exhibit
      “D”
      hereto), elevators lobbies, corridors and common areas, upon such delivery,
      shall be in compliance with Applicable Laws subject to applicable hardship
      variances and “grandfather” rights but shall otherwise be in first-class
      condition and operating order. By entering into possession of the Premises
      or
      any part thereof and except for such matters as Tenant shall specify to Landlord
      in writing within thirty (30) days thereafter, Tenant shall be conclusively
      deemed to have accepted the Premises and to have agreed that Landlord has
      performed all of its obligations hereunder with respect to the Premises and
      that
      such Premises is in satisfactory condition and in full compliance with the
      requirements of this Lease as of the date of such possession, except for latent
      defects and compliance with Applicable Laws as otherwise specifically required
      of Landlord under this Lease. With respect to latent defects, Landlord shall
      have no responsibility to correct or liability with respect to any latent
      defects in any portion of the Tenant Improvements installed by a contractor
      of
      Tenant but shall be responsible for repair of or liable for latent defects,
      if
      any, in the core and shell of the Building and in the Tenant Improvements
      installed by Landlord or Landlord’s contractors, subject to all applicable
      statutes of limitation. Except as otherwise expressly provided in this Lease
      and
      except for use of the Premises for office purposes as permitted by the
      Certificate of Occupancy for the Building, Tenant acknowledges that neither
      Landlord nor any agent of Landlord has made any representation or warranty
      with
      respect to the Premises, the Building or any other portion of the Project,
      including without limitation, any representation or warranty with respect to
      the
      suitability or fitness of the Premises, the Building or any other portion of
      the
      Project for the conduct of Tenant’s business.

     

    3.4 Renewal
      Term

     

    .
      

     

    (a) Provided
      an Event of Default is not in existence as of the date of exercise and the
      date
      of commencement of the Renewal Term (“Renewal
      Term Commencement Date”),
      Tenant shall have one (1) option 

     


    
      
        
        

      

      
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    to
      renew this Lease (“Renewal
      Option”),
      for a period of five (5) years (“Renewal
      Term”)
      for the entire Premises. The Renewal Option shall be exercisable by Tenant
      giving written notice (“Renewal
      Notice”)
      to Landlord of its exercise of the Renewal Option at least twelve (12) months
      prior to the expiration of the initial Term. 

     

    (b) The
      Basic Rent payable hereunder for the Premises during the Renewal Term shall
      be
      adjusted to the then-prevailing Fair Market Rental Rate (as defined below)
      as of
      the Renewal Term Commencement Date. In order to determine the Fair Market Rental
      Rate for the Renewal Term, Landlord and Tenant, thirty (30) days after the
      date
      on which the Renewal Notice is given by Tenant (but not earlier than one year
      prior to the expiration of the initial Term), shall each simultaneously submit
      to the other in writing its good faith estimate of the Fair Market Rental Rate.
      If the higher of said estimates is not more than one hundred and five percent
      (105%) of the lower of such estimates, the Fair Market Rental Rate in question
      shall be deemed to be the average of the submitted rates. If otherwise, then
      the
      rate shall be set by arbitration as provided in Section
      30.20
      below.

     

    (c) Tenant
      shall pay Additional Rent during the Renewal Term in accordance with the
      provisions of Article 5.

     

    (d) The
      Renewal Option set forth in this Section 3.4
      is personal to Tenant and may not be assigned, transferred or conveyed to any
      party, except in connection with an assignment of the Lease in its entirety
      to
      an Affiliate or Successor of Tenant (as defined in Section 14.1)
      or to a Transferee that is approved under Article 14.

     

    (e) The
      phrase “Fair
      Market Rental Rate”
      shall mean the fair market value annual rental rate per square foot of Rentable
      Area that a tenant has agreed to pay (i) to Landlord or (ii) to a
      willing, comparable landlord of a Comparable Building, in each case in
      then-current transactions executed in the preceding twelve months between
      non-affiliated parties from non-equity, non- renewal (unless pursuant to a
      comparable definition of Fair Market Rental Rate) and/or non-expansion (unless
      pursuant to a comparable definition of Fair Market Rental Rate) tenants, as
      applicable, for comparable space and for a comparable period of time
      (“Comparable
      Transactions”).
      “Comparable
      Buildings”
      means the Building and the buildings currently located at 1299 Ocean Avenue,
      100
      Wilshire Boulevard, 401 Wilshire Boulevard, 1333 2nd Street, and 120 Broadway,
      each in Santa Monica, California. In any determination of Comparable
      Transactions, appropriate consideration should be given to annual rental rates
      per square foot of Rentable Area, the type of escalation clauses (e.g., whether
      increases in additional rent are determined on a net or gross basis, and if
      gross, whether such increases are determined according to a base year or a
      base
      dollar amount expense stop), taking into account all rental and other
      concessions granted in such Comparable Transactions (as well as such concessions
      to which Tenant is entitled in this Lease), length of the lease term, size
      and
      location of the building in which the premises are being leased and the location
      of the premises therein (taking into account any views and the comparison
      thereto of the Premises), the base, shell and core delivery conditions, building
      standard work letter and/or tenant improvement allowances, if any, the level
      of
      existing base, shell and core and tenant improvements (taking into account
      the
      value of the improvements to the typical general business office user and not
      this Tenant), free rent periods for construction of tenant improvements,
      brokerage commissions, and other generally applicable conditions of tenancy
      for
      such Comparable Transactions. The intent is that Tenant will obtain the same
      rent and other economic benefits and concessions that Landlord (and other
      landlords of first-class office projects, as applicable) have otherwise given
      in
      current Comparable Transactions and that Landlord will make, and receive the
      same economic payments and concessions that Landlord (and other landlords of
      first-class office projects, as applicable) have otherwise made, and received
      in
      current Comparable Transactions, and Landlord can adjust the face rental rate
      to
      reflect any concessions actually given by Landlord as compared to Comparable
      Transactions. If, for example, after applying the criteria set forth above,
      a
      Comparable Transaction provides a new tenant with comparable space at Thirty-Two
      Dollars ($32) per square foot of Rentable Area, with a Ten Dollar ($10) base
      amount expense stop, two (2) months’ free rent, two (2) months’ construction
      time, Thirty Dollars ($30) per usable square foot as a tenant improvement
      allowance, and certain other generally applicable economic terms, the Fair
      Market Rental Rate for Tenant shall not be Thirty-Two Dollars ($32) per square
      foot of Rentable Area only, but shall be the equivalent of Thirty-Two Dollars
      ($32) per square foot of Rentable Area, a Ten Dollar ($10) base amount expense
      stop, four (4) months’ free rent, Thirty Dollars ($30) per usable square foot
      tenant improvement allowance or payment in lieu of such allowance, and such
      other generally applicable economic terms. As a further example, the rental
      rate
      may be adjusted to Thirty-Three Dollars ($33) to reflect a larger tenant
      improvement allowance or longer free rent period granted by Landlord as compared
      to Comparable Transactions.

     

     


    
      
        
        

      

      
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    4. Basic
      Rent.

     

    The
      basic annual rent payable to Landlord (“Basic
      Rent”)
      shall be as set forth in this Article 4.

     

    4.1 Initial
      Basic Rent

     

    .
      For the period beginning on the Commencement Date and continuing until Basic
      Rent is adjusted pursuant to Section 4.2,
      Tenant shall pay Landlord Basic Rent in the amount of Nine Hundred Twenty-Nine
      Thousand One Hundred Seventy-Eight Dollars ($929,178.00) annually, which is
      equal to the total Rentable Area (as defined in Exhibit “B”)
      of the Premises multiplied by the annual rent of Fifty-Four Dollars ($54.00)
      per
      square foot of Rentable Area. Such initial Basic Rent shall be payable in equal
      monthly installments of Seventy-Seven Thousand Four Hundred Thirty-One and
      50/100 Dollars ($77,431.50), each installment being payable in advance on the
      first day of each calendar month beginning on the Commencement Date and
      continuing until Basic Rent is adjusted pursuant to Section 4.2.
      

     

    4.2 Adjustment
      of Basic Rent.

     

    (a) On
      the first anniversary of the Commencement Date, the Basic Rent shall be
      increased to Nine Hundred Fifty-Seven Thousand Fifty-Three and 34/100 Dollars
      ($957,053.34) annually, payable in advance in equal monthly installments of
      Seventy-Nine Thousand Seven Hundred Fifty Four and 45/100 Dollars ($79,754.45),
      until further adjustment pursuant to Subsection
      4.2(b)
      below. Said adjustment of the initial Basic Rent shall not limit any subsequent
      rent adjustment pursuant to Article 5
      hereof.

     

    (b) On
      the second anniversary of the Commencement Date, the Basic Rent shall be
      increased to Nine Hundred Eighty-Five Thousand Seven Hundred Sixty-Four and
      94/100 Dollars ($985,764.94) annually, payable in advance in equal monthly
      installments of Eighty Two Thousand One Hundred Forty-Seven and 08/100 Dollars
      ($82,147.08), until further adjustment pursuant to Subsection
      4.2(c)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (c) On
      the third anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million Fifteen Thousand Three Hundred Thirty-Seven and 80/100
      ($1,015,337.80) annually, payable in advance in equal monthly installments
      of
      Eighty-Four Thousand Six Hundred Eleven and 49/100 Dollars ($84,611.49), until
      further adjustment pursuant to Subsection
      4.2(d)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (d) On
      the fourth anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million Forty-Five Thousand Seven Hundred Ninety-Seven and
      90/100 Dollars ($1,045,797.90) annually, payable in advance in equal monthly
      installments of Eighty Seven Thousand One Hundred Forty-Nine and 82/100 Dollars
      ($87,149.82), until further adjustment pursuant to Subsection
      4.2(e)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (e) On
      the fifth anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million Seventy-Seven Thousand One Hundred Seventy One and
      80/100 Dollars ($1,077,171.80) annually, payable in advance in equal monthly
      installments of Eighty-Nine, Seven Hundred Sixty-Four and 32/100 Dollars
      ($89,764.32), until further adjustment pursuant to Subsection
      4.2(f)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (f) On
      the sixth anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million One Hundred Nine Thousand Four Hundred Eighty-Six
      and
      90/100 Dollars ($1,109,486.90) annually, payable in advance in equal monthly
      installments of Ninety Two Thousand Four Hundred Fifty-Seven and 24/100 Dollars
      ($92,457.24), until further adjustment pursuant to Subsection
      4.2(g)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (g) On
      the seventh anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million One Hundred Forty-Two Thousand Seven Hundred
      Seventy-One and 40/100 Dollars 

     


    
      
        
        

      

      
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    ($1,142,771.40)
      annually, payable in advance in equal monthly installments of Ninety-Five
      Thousand Two Hundred Thirty and 96/100 Dollars ($95,230.96), until further
      adjustment pursuant to Subsection
      4.2(h)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (h) On
      the eighth anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million One Hundred Seventy-Seven Thousand Fifty-Four and
      50/100 Dollars ($1,177,054.50) annually, payable in advance in equal monthly
      installments of Ninety-Eight Thousand Eighty-Seven and 87/100 Dollars
      ($98,087.87), until further adjustment pursuant to Subsection
      4.2(i)
      below. Said adjustment of the Basic Rent shall not limit any subsequent rent
      adjustment pursuant to Article 5
      hereof.

     

    (i) On
      the ninth anniversary of the Commencement Date, the Basic Rent shall be
      increased to One Million Two Hundred Twelve Thousand Three Hundred Sixty-Six
      and
      10/100 Dollars ($1,212,366.10) annually, payable in advance in equal monthly
      installments of One Hundred One Thousand Thirty and 51/100 Dollars
      ($101,030.51), throughout the remainder of the Term. Said adjustment of the
      Basic Rent shall not limit any subsequent rent adjustment pursuant to
Article 5
      hereof.

     

    4.3 Other
      Terms

     

    .
      If the Term begins on a day other than the first day of a calendar month, or
      ends on a day other than the last day of a calendar month, or if Basic Rent
      is
      increased on other than the first day of a calendar month, Basic Rent for such
      month shall be prorated based upon the number of days in such month. Basic
      Rent,
      together with all other sums due hereunder (herein called “Additional
      Rent”),
      shall be paid to the Landlord without deduction or offset of any kind, and
      in
      advance and without demand (except as otherwise herein expressly provided)
      in
      lawful money of the United States at the office of Landlord at the Project
      or
      such other location and/or to such other person as Landlord may from time to
      time designate in writing. The Basic Rent and Additional Rent may sometimes
      be
      referred to herein collectively as the “rent.”

     

    5. Rent
      Adjustments.

     

    5.1 Operating
      Expenses. 

     

    (a) “Base
      Operating Expenses and Real Property Taxes”
      shall mean the amount of Project Expenses during the Base Year, as adjusted
      hereunder, expressed as an amount per square foot of Total Area of the Building.
      “Base
      Year”
      shall mean calendar year 2006.

     

    (b) “Operating
      Expenses”
      means the total of all actual costs (except as set forth herein) incurred by
      Landlord in connection with the management, operation, maintenance, cleaning,
      protecting, servicing and repair of the Project. Operating Expenses shall
      include, without limitation, (i) the cost of providing, managing, operating,
      maintaining and repairing air conditioning, sprinkler, fire and life safety,
      electricity, steam, heating, mechanical, ventilation, lighting, escalator and
      elevator systems and all other utilities and the cost of supplies and equipment
      and maintenance and service contracts in connection therewith; (ii) the cost
      of
      repairs, general maintenance and cleaning, landscaping, gardening, trash
      removal, telephone service, janitorial service, light bulb and tube replacement
      (except for the non-Building-standard light bulbs and tubes replaced within
      the
      Premises and within the premises of other tenants of the Project which are
      paid
      for directly by Tenant and such other tenants of the Project), and supplies,
      security and parking shuttle service; (iii) the cost of fire, extended coverage,
      boiler, sprinkler, apparatus, public liability, property damage, rent,
      earthquake and other insurance; (iv) wages, salaries and other labor costs
      including taxes, insurance, retirement, medical and other employee benefits
      of
      on-site Building personnel at the level of building manager and below (or,
      if
      there is not an on-site building manager, a reasonable allocation of personnel
      costs of a designated off-site manager based on such manager’s time spent on the
      Building and Building matters); (v) fees, charges and other costs, including
      management fees, consulting fees, legal fees and accounting fees, of all
      independent contractors engaged by Landlord or reasonably charged by Landlord
      if
      Landlord performs management services in connection with the Project, provided
      that, with respect to management services charged by Landlord, Operating
      Expenses may include an annual fee not in excess of three percent (3%) of gross
      revenue of the Project; (vi) the fair market rental value of the Building
      manager’s offices and storage areas in the Building, provided said offices and
      storage areas are devoted solely to the management, operation, maintenance
      or
      repair of the Project; (vii) the cost of business licenses; (viii) fees imposed
      by any federal, state or local government for fire 

     


    
      
        
        

      

      
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    and
      police protection, trash removal, community services or other similar services
      which do not constitute Real Property Taxes; (ix) any charges which are payable
      by Landlord pursuant to a service agreement with the City of Santa Monica,
      under
      a special assessment district or pursuant to any other lawful means; (x) the
      costs of contesting the validity or applicability of any governmental enactment
      which would increase Operating Expenses; (xi) capital costs incurred in
      connection with any equipment, device or other improvement reasonably
      anticipated to achieve economies in the operation, maintenance or repair of
      the
      Project or portion thereof, or to comply with Applicable Laws not effective
      with
      respect to the Project on the date hereof; provided, however, the same shall
      be
      amortized (including interest at Landlord’s cost of funds on the unamortized
      cost) over the shorter of (A) the useful life, or (B) the cost recovery period
      (i.e., the anticipated period to recover the full cost of such capital item
      from
      cost savings achieved by such capital item) of the relevant capital item as
      reasonably determined by Landlord; and (xii) depreciation of the cost of
      acquiring or the rental expense of personal property used in the maintenance,
      operation and repair of the Building or Project. For purposes of computing
      rent
      adjustments pursuant to this Article
      5,
      Operating Expenses for the entire Project shall be equitably allocated and
      charged to Tenant as an amount per square foot of Rentable Area. Operating
      Expenses shall be adjusted to reflect one hundred percent (100%) occupancy
      of
      the Project during any period in which the Project is not one hundred percent
      (100%) occupied, including, if applicable, the Base Year. Said adjustment to
      reflect one hundred percent (100%) occupancy shall be applied only to Operating
      Expenses which by their nature vary based on the occupancy of the Project and
      not applied to Operating Expenses which by their nature are fixed independently
      of the level of occupancy of the Project, all as determined in accordance with
      generally accepted accounting and management practices consistently applied.
      In
      no event shall the components of Operating Expenses for any Lease Year related
      to costs for electricity, Project security or insurance be less than the
      components of Operating Expenses related to costs for electricity, Project
      security or insurance, respectively, in the Base Year. Operating Expenses shall
      not include the following:

     

    (1) The
      cost of repairs to the Building including the Premises, to the extent the cost
      of the repairs is reimbursed by insurance, or which, in the case of major,
      non-capital repairs to the Project which are necessitated as a result of a
      casualty caused by an earthquake or a terrorist act and which are uninsured;
      provided, however, the cost of such uninsured non-capital repairs may be
      amortized and such annual amortized cost may be passed through as Operating
      Expenses to the extent such annual amortization costs do not exceed Two Dollars
      ($2.00) per square foot of Rentable Area per annum (such amortization shall
      be
      over the useful life of the applicable repair, determined in accordance with
      generally accepted accounting and management practices); 

     

    (2) Costs
      arising from correction of latent defects in the Tenant Improvements installed
      by Landlord (but not by Tenant), or in the Base Building
      Improvements;

     

    (3) Marketing
      costs, including, without limitation, attorneys’ fees in connection with the
      negotiation and preparation of letters, deal memos, letters of intent, leases,
      subleases and/or assignments, space planning costs, leasing commissions paid
      to
      agents of Landlord, other brokers or any other persons in connection with the
      leasing of premises in the Building;

     

    (4) The
      cost (inclusive of permits, licenses and inspections) of improving or renovating
      space for tenants (including Tenant) or space vacated by any tenant (including
      Tenant) and the cost of relocating or moving any tenant (including any rental
      paid for or reimbursed to any tenant and any other consideration, incentive
      or
      amount paid or given to any tenant in consideration of moving into or out of
      the
      Project;

     

    (5) The
      cost of utilities or services charged to individual tenants (including Tenant)
      and payroll, material and contract costs of other services charged to tenants
      (including Tenant);

     

    (6) The
      cost of painting and decorating the Premises or the premises of other
      tenants;

     

    (7) The
      depreciation of the Building and other real property structures in the
      Project;

     

    (8) Interest,
      points and fees on debt or amortization or other principal payments on any
      real
      property mortgages or deeds of trust and ground lease payments or any other
      debt
      instrument encumbering 

     


    
      
        
        

      

      
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    the
      Building or the Project, and other costs and charges in connection therewith,
      such as, without limitation, legal fees and brokerage fees;

     

    (9) Legal,
      accounting, auditing and other related expenses associated with the negotiation
      and enforcement of leases or the defense of Landlord’s title to the Land, the
      Building or other portions of the Project;

     

    (10) Advertising
      and promotional costs incurred directly for leasing space in the Building or
      other portions of the Project;

     

    (11) Landlord’s
      general corporate overhead and general administrative expenses not related
      to
      the operation of the Project; 

     

    (12) Subject
      to Paragraph 5.1(b)(v)
      or as specifically provided otherwise in this Lease, and including the
      management fees payable to Landlord or its subsidiaries or affiliates, the
      overhead and profit increments paid to Landlord, or to any subsidiary or
      affiliate of Landlord, for goods and/or services in the Building, to the extent
      such overhead and profit increments exceed the costs of comparable first-class,
      high quality goods and/or services, delivered or rendered by unaffiliated third
      parties of comparable reputation, stature, experience and quality to Landlord,
      on a competitive basis; provided that a management fee equal to three percent
      (3%) of the gross revenues of the Project annually, payable to Landlord or
      its
      affiliate, shall be permitted as part of Operating Expenses;

     

    (13) Subject
      to Paragraph 5.1(b)(v),
      costs associated with the operation of the business of the partnership or entity
      which constitutes Landlord as the same are distinguished from the costs of
      operation of the Building, including partnership accounting and legal matters,
      costs of defending any lawsuits with any mortgagee (except as the actions of
      Tenant may be in issue), costs of selling, syndicating, financing, mortgaging
      or
      hypothecating any of Landlord’s interest in the Building, costs of any disputes
      between Landlord and its employees (if any) not engaged in Building operation,
      disputes of Landlord with Building management, or outside fees paid in
      connection with disputes with other tenants;

     

    (14) Any
      compensation paid to clerks or attendants in commercial concessions operated
      by
      Landlord and compensation paid to employees for leasing space in the Building
      or
      other portions of the Project;

     

    (15) All
      items and services for which Tenant or any other tenant in the Building
      reimburses or is contractually bound to reimburse Landlord (other than through
      Operating Expenses) and all items and services supplied selectively to any
      tenant without reimbursement (regardless of whether such items and services
      would be required to be reimbursed by Tenant under this Lease), provided that,
      any item or service supplied selectively to Tenant shall be paid for by
      Tenant;

     

    (16) The
      cost of payroll for clerks and attendants, bookkeeping, garage keepers
      insurance, parking management fees, tickets, striping and uniforms and other
      direct costs of operating the parking facilities;

     

    (17) Costs
      of capital improvements, replacements, repairs or alterations to the Building
      and other portions of the Project except as otherwise included in Operating
      Expenses pursuant to Paragraph 5.1(b)(xi)
      above;

     

    (18) Costs
      of repairs or modifications to the Building, Project or Premises due to
      Landlord’s failure, if any, to construct the Building, Project or Premises in
      full compliance with governmental regulations, ordinances and laws effective
      with respect to such construction at the time of such construction;

     

    (19) The
      cost of any political or charitable donations or contributions;

     

     


    
      
        
        

      

      
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    (20) Interest,
      fines or penalties assessed as a result of Landlord’s failure to make payments
      in a timely manner, unless such failure is reasonable under the circumstances
      in
      accordance with the standard of operation set forth in Paragraph 7.1(g)
      below;

     

    (21) Costs
      of complying with laws, codes, regulations or ordinances relating to Hazardous
      Materials including capital expenditures relating thereto and/or testing,
      reporting, monitoring, clean-up, management of, administration of, and defense
      of claims relating to Hazardous Materials which are incurred (A) as a
      result of the presence of Hazardous Materials in the Project as of November
      1,
      2003 or which were thereafter placed thereon by Landlord or Landlord’s agents or
      contractors in the course of construction or operation of the Project, including
      the selection and use of building materials which Landlord should have known
      were Hazardous Materials at the time of their installation or (B) as a
      result of the presence of Hazardous Materials in the soil or groundwater under
      the Project on or before the date of execution of this Lease (provided, however,
      unless caused by the gross negligence or willful misconduct of Landlord, its
      agents or employees, Operating Expenses shall include costs incurred in
      connection with the clean-up, remediation, monitoring, management and
      administration of (and defense of claims related to) the presence of Hazardous
      Materials used by Landlord in connection with the operation, repair and
      maintenance of the Project to perform Landlord’s obligations under this Lease
      (such as, without limitation, fuel oil for generators, cleaning solvents, and
      lubricants) and which are customarily found or used in first-class office
      buildings). Except to the extent such costs are the responsibility of Tenant
      under Article 16,
      all other costs and expenses associated with the compliance with such laws,
      codes, regulations or ordinances relating to all other Hazardous Materials
      shall
      be included as Operating Expenses. As used herein, the term “Hazardous
      Materials”
      means any hazardous or toxic substance which is listed or defined as a
“hazardous waste,” “restricted hazardous waste,” or “hazardous substance” under
      any municipal, state or federal law, code or other regulation, or which would
      require removal, treatment or remedial action pursuant to standards established
      by the California Department of Health Services.

     

    (22) Costs
      of purchasing, installing and replacing art work or decorative features,
      excluding replacements required as a result of normal wear and tear (to the
      extent properly capitalized under generally accepted accounting and management
      practices) in the Building or elsewhere in the Project;

     

    (23) Except
      for making repairs or keeping permanent systems in operation while repairs
      are
      being made, rentals and other related expenses incurred in leasing air
      conditioning systems, elevators or other equipment ordinarily considered to
      be
      of a capital nature, except equipment not affixed to the Building which is
      used
      in providing janitorial or similar services;

     

    (24) Expenses
      incurred by Landlord for use of any portions of the Building to accommodate
      events including, but not limited to shows, promotions, kiosks, displays,
      filming, photography, private events or parties, ceremonies, and advertising
      beyond the normal expenses otherwise attributable to providing Building
      services, such as lighting and HVAC to such public portions of the Building
      in
      normal Building operations during standard Building hours of
      operation;

     

    (25) Costs
      of flowers, gifts, balloons, etc. provided to any entity whatsoever, to include,
      but not limited to, Tenant, other tenants, employees, vendors, contractors,
      prospective tenants and agents;

     

    (26) Costs
      of any “tenant relations” parties, events or promotion not consented to by an
      authorized representative of Tenant in writing;

     

    (27) Any
      bad debt loss, rent loss or reserves for bad debts or rent loss;

     

    (28) Costs
      incurred by Landlord due to the violation by Landlord or any tenant of the
      terms
      and conditions of any lease of space in the Building; 

     

    (29) Costs
      arising from Landlord’s breach of this Lease;

     

    (30) 
      Management fees computed using a percentage above 3% or the percentage utilized
      during the Base Year;

     

     


    
      
        
        

      

      
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    (31) Reserves
      of any kind;

     

    (32) Costs
      incurred in connection with the upgrading of the Building to comply with
      disability, life, fire and safety codes, ordinances, statutes or other laws
      in
      effect with respect to the Project prior to November 1, 2003;
      and

     

    (33) Costs
      of validated parking for Landlord’s visitors to the Building.

     

    Landlord
      agrees that Landlord will not collect or be entitled to collect Operating
      Expenses from all of its tenants in an amount which is in excess of one hundred
      percent (100%) of the Operating Expenses actually paid or incurred by Landlord
      in connection with the operation of the Project. All assessments and premiums
      which are not specifically charged to Tenant because of what Tenant has done,
      which can be paid by Landlord in installments, shall be paid by Landlord in
      the
      maximum number of installments permitted by law and not included as Operating
      Expenses except in the year in which the assessment or premium installment
      is
      actually paid; provided, however, that if the prevailing practice in comparable
      buildings is to pay such assessments or premiums on an earlier basis, and
      Landlord pays on such basis, such assessments or premiums shall be included
      in
      Operating Expenses as paid by Landlord, and Landlord may, in such event, include
      any accrued interest (resulting from such assessments or premiums) in its
      computation of Operating Expenses. Each time Landlord provides Tenant with
      an
      actual and/or estimated statement of Operating Expenses, such statement shall
      be
      in a format containing at least the level of detail as such statements normally
      provided by Landlord as of the date hereof.

     

    (c) “Real
      Property Taxes”
      shall mean all taxes, assessments (special or otherwise) and charges levied
      upon
      or with respect to the Project and ad valorem
      taxes on personal property used in connection therewith. Real Property Taxes
      shall include, without limitation, any tax, fee or excise on the act of entering
      into this Lease, on the occupancy of Tenant, the rent hereunder or in connection
      with the business of owning and/or renting space in the Project which are now
      or
      hereafter levied or assessed against Landlord by the United States of America,
      the State of California or any political subdivision, public corporation,
      district or other political or public entity, and shall also include any other
      tax, assessment, fee or excise, however described (whether general or special,
      ordinary or extraordinary, foreseen or unforeseen), which may be levied or
      assessed in lieu of, as a substitute for, or as an addition to, any other Real
      Property Taxes. Landlord may pay any such special assessments in installments
      when allowed by law, in which case Real Property Taxes shall include any
      interest charged thereon. Real Property Taxes shall also include any private
      assessments or the Building’s contribution towards a private cost-sharing
      agreement for the purpose of augmenting or improving the quality of service
      and
      amenities normally provided by governmental agencies. Real Property Taxes shall
      also include legal fees, costs and disbursements incurred in connection with
      proceedings to contest, determine or reduce Real Property Taxes. Real Property
      Taxes shall not include income, franchise, transfer, inheritance or capital
      stock taxes, unless, due to a change in the method of taxation, any of such
      taxes are levied or assessed against Landlord, in whole or in part, in lieu
      of,
      as a substitute for or as an addition to, any other tax which would otherwise
      constitute a Real Property Tax. The amount of Real Property Taxes for the Base
      Year attributable to the valuation of the Project, inclusive of tenant
      improvements, shall be referred to herein as “Base
      Taxes.”
      If, in any Lease Year subsequent to the Base Year, the amount of Real Property
      Taxes decreases, then for purposes of that Lease Year and all subsequent Lease
      Years in which such decrease in Real Property Taxes occurs, the Base Taxes
      shall
      be decreased by an amount equal to the decrease in Real Property
      Taxes.

     

    5.2 Additional
      Rent for Operating Expenses and Taxes

     

    .
      If, for any Lease Year (as defined in Section
      5.4),
      the Operating Expenses and Real Property Taxes for the Project, expressed as
      an
      amount per square foot of Total Area in the Building, is higher than the Base
      Operating Expenses and Real Property Taxes, then Tenant shall pay to Landlord
      as
      Additional Rent for such Lease Year (and any subsequent Lease Year until further
      adjustment in accordance with this Article
      5)
      a
      sum equal to the amount by which the Operating Expenses and Real Property Taxes
      for the Project (per square foot of Total Area in the Building) for such Lease
      Year exceeds the Base Operating Expenses and Real Property Taxes, multiplied
      by
      the number of square feet of Total Area of the Premises. Notwithstanding
      anything to the contrary set forth in this Article
      5,
      when calculating the Base Operating Expenses and Real Property Taxes, the Base
      Taxes shall not include (in each case to the extent same are not included in
      subsequent Lease Years) any increase in Real Property Taxes attributable to
      special assessments, charges, costs, or fees, or due to modifications or changes
      in governmental laws 

     


    
      
        
        

      

      
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    or
      regulations, including but not limited to the institution of a split tax roll,
      and Operating Expenses shall exclude market-wide increases (in each case to
      the
      extent same are not included in subsequent Lease Years) due to extraordinary
      circumstances, including, but not limited to, boycotts and strikes, and utility
      rate increases due to extraordinary circumstances including, but not limited
      to,
      conservation surcharges, boycotts, embargoes or other shortages and amortized
      costs (in each case to the extent same are not included in subsequent Lease
      Years) relating to capital improvements.

     

    5.3 Payment

     

    .
      Prior to the commencement of each Lease Year, or as soon thereafter as possible,
      Landlord shall furnish to Tenant a statement containing Landlord’s reasonable
      estimate of the Operating Expenses and Real Property Taxes (collectively,
“Project
      Expenses”)
      for such Lease Year and a calculation of the Additional Rent, if any, payable
      by
      Tenant for such Lease Year pursuant to Section
      5.2
      on the basis of such estimate. If the Lease Year is a full year, Tenant shall
      pay to Landlord one-twelfth (1/12) of the amount of said Additional Rent on
      each
      monthly rent payment date during such year (commencing on January 1) until
      further adjustment pursuant to this Section 5.3.
      If the Lease Year is a partial year, Tenant shall pay to Landlord on each
      monthly rent payment date in such partial year an amount equal to said
      Additional Rent divided by the number of months in said partial Lease Year.
      If
      Landlord’s statement is furnished after the start of the Lease Year, then on the
      next monthly rent payment date Tenant shall pay the entire portion of the
      Additional Rent attributable to portions of the Lease Year prior to such date.
      Landlord may reasonably adjust Tenant’s monthly rent payments under this
Article 5
      from time to time during the Lease Year to reflect the then current or estimated
      Project Expenses and actual expenditures made during the elapsed portion of
      the
      Lease Year. Following each Lease Year, Landlord shall furnish to Tenant a
      statement prepared by a firm of certified public accountants selected by
      Landlord showing the actual Project Expenses during the previous Lease Year,
      and
      Landlord shall compute any charge or credit to Tenant necessary to adjust rent
      previously paid by Tenant to reflect the actual Project Expenses. If such
      statement and computation reveal an underpayment, Tenant shall promptly pay
      to
      Landlord an amount equal to such underpayment (whether or not this Lease has
      expired or been terminated), and if such statement and computation show an
      overpayment, Landlord shall credit the next monthly rental payment of Tenant
      with an amount equal to such overpayment, or, if the Term has expired, refund
      the overpayment to Tenant. 

     

    5.4 Lease
      Year; Proration

     

    .
      “Lease
      Year”
      shall mean the whole or partial calendar year commencing on the Commencement
      Date and ending on December 31 of the year in which the Commencement Date
      occurs, and all subsequent calendar years within the Term. The amount of
      Additional Rent payable under this Article 5
      shall be proportionately abated in the case of a partial month or if the Lease
      Year is less than 365 days.

     

    5.5 Direct
      Costs

     

    .
      Any costs or expenses for services or utilities in excess of those required
      by
      this Lease to be supplied by Landlord, not otherwise included in Operating
      Expenses, and which are attributable directly to Tenant’s use or occupancy of
      the Premises shall be paid in full by Tenant as Additional Rent when such costs
      are incurred or, if Landlord makes such payments, within five (5) days after
      being billed therefor by Landlord.

     

    5.6 Audit

     

    .
      Landlord shall maintain in a safe and orderly manner all of its records
      pertaining to the Additional Rent payable pursuant to this Article 5
      for a period of three (3) years after the completion of each calendar year.
      Landlord shall maintain such records on a current basis and in sufficient detail
      to permit adequate review thereof and, at all reasonable times, after reasonable
      notice, copies of such records shall be available to Tenant’s accounting
      personnel (but not other representatives except as set forth in this
Section
      5.6)
      for such purposes at the management office of the Project. If Tenant disputes
      the year-end statement provided under Section 5.3
      above, provided an Event of Default (as defined in Article
      22)
      does not exist, Tenant may, by written notice to Landlord within one (1) years
      after receipt of Landlord’s statement for a particular Lease Year, cause an
      audit to be commenced of the Project Expenses for such Lease Year by a
      regionally or nationally recognized firm of certified public accountants on
      a
      non-contingency fee basis, at Tenant’s sole expense (except as provided below),
      to verify if Landlord’s statement was accurate. If such audit reveals an
      overpayment of Project Expenses for the year covered by such statement, then,
      

     


    
      
        
        

      

      
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    provided
      Landlord does not reasonably dispute the result of such audit, Landlord shall
      credit the next monthly rent payment of Tenant, or if the Term has expired,
      and,
      in any event, with respect to any amount of the credit due Tenant in excess
      of
      the next monthly rent payment Landlord shall refund the overpayment or such
      excess, as applicable, within thirty (30) days after final determination of
      the
      amount due Tenant. If any such overpayment is not refunded or credited to Tenant
      within thirty (30) days after such overpayment is determined hereunder, the
      amount of such overpayment shall bear interest at the lesser of two percent
      (2%)
      in excess of the Reference Rate (as defined in Paragraph 22.2(b)) or the maximum
      rate permitted by law, from the date of such determination until paid or
      credited to Tenant. If such audit reveals an underpayment of Project Expenses
      for the year covered by the most recent statement, then provided Tenant does
      not
      reasonably dispute the results of such audit, Tenant shall pay the same with
      its
      next monthly rent payment, or if the Term has expired, within thirty (30) days
      after receipt of the audit results. If Landlord or Tenant disagrees with the
      results of any such audit, either party may submit such results to arbitration
      in accordance with the provisions of Section
      30.20,
      and such arbitration shall be final and binding on Landlord and Tenant. Tenant’s
      failure to dispute a year-end statement and conduct an audit of Project Expenses
      within one (1) years after receipt of Landlord’s statement for a particular
      Lease Year shall constitute Tenant’s acknowledgement of the accuracy of such
      statement. Tenant agrees to keep the results of any audit hereunder
      confidential. Tenant agrees to pay the cost of any audit hereunder by Tenant;
      provided that if the audit reveals, with respect to any Lease Year, that
      Landlord has billed Tenant for Tenant’s share of Project Expenses more than four
      percent (4%) in excess of the Project Expenses that Tenant should pay for such
      Lease Year pursuant to the terms of the Lease, then Landlord shall pay the
      reasonable cost of such audit. If Tenant is denied the right to conduct an
      audit
      hereunder because an Event of Default is claimed to exist at the time of
      Tenant’s request for an audit, and if it is later finally determined by a court
      or other tribunal having jurisdiction that such Event of Default did not then
      exist, then Tenant’s right to cause an audit to be commenced for the applicable
      Landlord’s statement shall be reinstated for a sixty (60) day period after such
      final determination and written notice to Tenant thereof.

     

    6. Abatement
      for Untenantability.

     

    If
      the Premises or any portion thereof are rendered untenantable and are not used
      by Tenant for a period of five (5) consecutive days or any ten (10) business
      days in any twelve (12) month period (the “Eligibility
      Period”)
      as a result of failure in the water, sewage, life/safety, vertical
      transportation, air conditioning, heating, ventilating or electrical systems
      of
      the Project or due to any condition or circumstance referred to in Section 7.3
      below, or as a result of any Damage (as defined in Section
      12.1),
      or as a result of any taking by eminent domain described in Article
      13,
      or as a result of the presence or introduction of Hazardous Materials (as
      defined in Subsection
      5.1(b)(21))
      at the Project in violation of Applicable Laws (provided the same were not
      introduced by Tenant), or as a result of any repair, maintenance or alteration
      performed by Landlord which interferes with Tenant’s use of the Premises,
      Tenant’s rent shall be reduced and abated after the expiration of the
      Eligibility Period for such time as the Premises or such portion thereof remain
      untenantable and are not used by Tenant, in the proportion that the Rentable
      Area of the portion of the Premises rendered untenantable and not used by Tenant
      bears to the total Rentable Area of the Premises, provided, however, there
      shall
      be no abatement of rent if Landlord provides to Tenant and Tenant uses other
      space in the Project which is reasonably suited for the temporary operation
      of
      Tenant’s business and Landlord pays for the costs incurred by Tenant to move to
      such other space. Provided, however, Tenant shall not be entitled to an
      abatement of rent to the extent the failure of the Building Systems was
      caused by the intentional deliberate acts of Tenant’s authorized agents or
      employees intended to result in Tenant being entitled to an abatement of rent.
      Notwithstanding the foregoing, during any rent abatement under this Lease,
      Tenant shall pay Landlord Additional Rent for all services and utilities
      provided to and used by Tenant during the period of the rent abatement. However,
      if due to the causes referred to in the first sentence of this Article 6,
      any portion of the Premises is rendered untenantable for a period of time in
      excess of the Eligibility Period, and the remaining portion of the Premises
      is
      not sufficient to allow Tenant to effectively conduct its business therein,
      and
      if Tenant does not conduct its business from such remaining portion, then for
      such time after expiration of the Eligibility Period during which Tenant is
      so
      prevented from effectively conducting its business therein, the rent for the
      entire Premises shall be abated; provided, however, if Tenant reoccupies and
      conducts its business from any portion of the Premises during such period,
      the
      rent allocable to such reoccupied portion, based on the proportion that the
      Rentable Area of such reoccupied portion of the Premises bears to the total
      Rentable Area of the Premises, shall be payable by Tenant from the date such
      business operations commence. If Tenant’s right to abatement occurs because of
      Damage to the Premises, Tenant’s abatement period shall continue until Tenant
      has been given reasonably sufficient time, and reasonably sufficient access
      to
      the Premises, for the restoration of the Premises and installation of Tenant’s
      property, furniture, fixtures and equipment and to move in. To the extent rental
      loss insurance carried by Landlord, the premiums for which are 

     


    
      
        
        

      

      
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    included
      in Operating Expenses, covers rent loss for any portion of the Eligibility
      Period, the Eligibility Period shall be reduced to the extent of such
      coverage.

     

    7. Utilities
      and Services.

     

    7.1 Landlord
      Obligations

     

    .
      In accordance with the standards set forth in Paragraph 7.1(g),
      Landlord shall furnish the following services and utilities to the Premises,
      the
      cost of which shall be included in Operating Expenses except as specifically
      provided otherwise herein, during the periods from 8:00 a.m. to
      6:00 p.m., Monday through Friday and 9:00 a.m. to 1:00 p.m.
      Saturday, except New Year’s Day, Memorial Day, Independence Day, Labor Day,
      Thanksgiving Day, the day after Thanksgiving, Christmas Day (on the days such
      holidays are generally observed) and such other holidays as are generally
      recognized by Class A office buildings in the Santa Monica/West Los Angeles
      area, and subject to rules and regulations from time to time established by
      Landlord (such hours and days of operation are herein called “Normal
      Working Hours”):

     

    (a) HVAC.
      Landlord shall furnish heating, ventilation and air conditioning (“HVAC”)
      in amounts required for the use and occupancy of the Premises for normal office
      purposes. Tenant shall not, without Landlord’s prior written consent, use any
      equipment or lighting or occupy the Premises with personnel so that heat
      generated by such use or occupancy materially and adversely affects the ambient
      temperature otherwise maintained in the Premises by the HVAC system under normal
      operation. In the event such use or occupancy affects the ambient temperature,
      ,
      after notice to Tenant and after Tenant has had a reasonable opportunity to
      modify the conditions of such usage or occupancy to mitigate such effect on
      the
      ambient temperature, Landlord shall have the right to install any machinery
      or
      equipment which Landlord reasonably deems necessary to restore temperature
      balance, including without limitation, modifications to the standard air
      conditioning equipment, and the Actual Cost (as defined below) thereof including
      the Actual Cost of installation and any additional cost of operation and
      maintenance incurred thereby, shall be paid by Tenant to Landlord upon demand
      by
      Landlord. Landlord makes no representation with respect to the adequacy or
      fitness of the HVAC equipment in the Building to maintain temperatures which
      may
      be required for, or because of, any equipment of Tenant, and Landlord shall
      have
      no liability for loss or damage in connection therewith. Landlord shall also
      provide HVAC services during other than Normal Working Hours (“After
      Hours HVAC”),
      subject to the following terms and conditions:

     

    (1) Landlord
      shall provide the After Hours HVAC in the event Tenant gives Landlord advance
      notice of its need for such service no later than 3:00 p.m. on Monday through
      Friday (except holidays referred to above) that Tenant requires the services,
      and no later than 3:00 p.m. on the last business day preceding the weekend
      or
      holiday that Tenant requires the service. In addition and notwithstanding the
      foregoing, Tenant may contact the Building manager or on-site Building engineer
      at any reasonable time to order After Hours HVAC, and Landlord shall, to the
      extent reasonably practicable, provide After Hours HVAC service as requested
      by
      Tenant, even if Tenant failed to give notice within the time periods specified
      above. If After Hours HVAC is designed to be available under an automated system
      on demand from Tenant, Tenant shall be entitled to such service.

     

    (2) Landlord
      will provide the After Hours HVAC at the “Actual
      Cost,”
      defined below. There shall be no start-up charges and minimum usage for
      After-Hours HVAC service after the first hour. Landlord shall give Tenant not
      less than twenty (20) days prior notice of any change in the Actual Cost of
      After Hours HVAC. The foregoing direct charges shall be payable by Tenant as
      Additional Rent on the next rent payment date at least fifteen (15) days
      following submission of a reasonably detailed invoice therefor by
      Landlord.

     

    (b) Electricity.
      Landlord shall furnish to the Premises electric current for HVAC, and an average
      of six (6) watts of electric current for connected load and one and one half
      (1.5) watts of electric current for lighting per square foot of Usable Area
      (“Electric
      Capacity”).
      Tenant acknowledges that the Building is supplied with electrical power by
      a
      single electrical feed serviced by Southern California Edison. Tenant shall
      not
      install or operate any machinery, appliances or equipment in the Premises or
      the
      Building which will in any way increase the amount of electricity usually
      furnished or supplied for use of the Premises as general office space in excess
      of the Electric Capacity; nor shall Tenant connect any apparatus, device,
      machinery, appliances or equipment (except through existing electrical outlets
      in the Premises) or as approved by Landlord with respect to the Tenant 

     


    
      
        
        

      

      
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    Improvements
      installed pursuant to Exhibit “D”
      hereto or Alterations, for the purpose of using electric current, which approval
      will not be withheld unless a Design Problem exists. Tenant agrees to pay
      directly (instead of as part of Operating Expenses and in addition to Operating
      Expense payments pursuant to Section 5.1)
      for the cost of electrical current, at Actual Cost, used by Tenant which exceeds
      the amount of such current typically used by other tenants in the Project or
      a
      common base amount for all tenants reasonably established by Landlord such
      that
      the allocation of electricity costs to all tenants in the Project through
      Operating Expenses would otherwise be materially distorted or unfair. If
      Landlord determines at any time during the Term that Tenant is using such excess
      amount of electric current, Landlord shall have the right, at its sole cost
      and
      expense and without charge to Tenant, to install a submeter on any floor or
      floors of the Premises to determine the actual amount of electric current which
      Tenant is utilizing from time to time. If such submeter indicates that Tenant’s
      usage of electric current exceeds the amount of such electric current typically
      used by other tenants in the Project or the common base amount referred to
      above
      and that the allocation of electricity costs to all tenants in the Project
      through Operating Expenses is, therefore, materially distorted or unfair, then
      Tenant shall pay Landlord the Actual Cost of the installation of such submeter
      and shall pay directly (instead of as part of Operating Expenses) for the Actual
      Cost of such excess electric current usage plus any additional Actual Cost
      incurred in keeping account of the electric current so consumed; provided that
      such costs paid by Tenant and by other tenants of the Project as if they have
      similar provisions which are applied under their leases (whether or not actually
      paid by such other tenants) shall be excluded from Operating Expenses for
      purposes of Additional Rent payable under Article 5.
      Landlord shall have the right to install such submeter at any time and from
      time
      to time during the Term or any renewal thereof.

     

    (c) Elevators.
      Landlord shall furnish freight and passenger elevator services to the Premises
      during Normal Working Hours. During all other hours, Landlord shall furnish
      passenger elevator cab service in the elevator bank serving the Premises on
      an
      as needed basis, and, by prior arrangement with Landlord’s project manager,
      freight elevator service. In addition, if Tenant requires extended or
      uninterrupted use of the freight elevator for other than normal deliveries
      to
      the Premises (such as for a special move or alterations), then Landlord shall
      provide freight elevator service by prior arrangement with the manager of the
      Building the Actual Cost of which shall be charged to Tenant in accordance
      with
Section 7.2.

     

    (d) Water.
      Landlord shall make available water for normal lavatory and drinking purposes
      to
      be drawn from the public lavatory in the core of the floor on which the Premises
      are located twenty-four (24) hours per day, seven (7) days per
      week.

     

    (e) Janitorial.
      Landlord shall provide janitorial service five (5) nights per week generally
      consistent with that furnished in other first-class office buildings in the
      Santa Monica/West Los Angeles area. Landlord shall not be required to provide
      other than Building standard janitorial services for portions of the Premises
      used for storage, mailroom, storage room or similar purposes, or preparing
      or
      consuming food or beverages, nor shall Landlord be required to provide
      janitorial services to areas secured, obstructed or locked by Tenant, or used
      as
      a lavatory, other than the lavatory rooms shown on the floor plan of the
      Premises to be attached hereto as Exhibit “A.” 

     

    (f) Access;
      Security.
      Landlord shall furnish to Tenant’s employees and agents access to the Premises
      and the Parking Garage on a seven (7) day per week, twenty-four (24) hour per
      day basis, subject to compliance with such reasonable and non-discriminatory
      security measures as shall from time to time be in effect for the Building
      and/or the Project, Landlord maintenance activities and the reasonable and
      non-discriminatory rules and regulations from time to time established by
      Landlord. Landlord shall provide twenty-four (24) hour building security
      equipment, procedures and personnel for the Project which are comparable with
      those used in other comparable buildings in the Santa Monica/West Los Angeles
      area. Landlord does not warrant the effectiveness of said security equipment,
      procedures and personnel. 

     

    (g) Standard
      of Operation.
      Landlord agrees that it will cause the Project to be operated and managed,
      and
      services provided, in a manner consistent with that of a reasonably prudent
      building manager of a Class A office building located in the Santa
      Monica/West Los Angeles area (“First
      Class Project”),
      and in a manner which is efficient and reasonably controls Project Expenses
      but
      is consistent with the character of the Project as a First Class Project in
      compliance with all laws and shall maintain the Project in first-class condition
      and operating order.

     

     


    
      
        
        

      

      
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    (h) Actual
      Cost Definition.
      “Actual
      Cost”
      , as used in this Lease, means the actual costs incurred by Landlord (including
      Landlord’s reasonably estimated related administrative cost for the cost of
      services to the extent not already included in Operating Expenses and if
      applicable, depreciation related to increased utilization of HVAC related
      equipment and other equipment, as applicable) in providing the applicable
      service, including, without limitation, After Hours HVAC. 

     

    7.2 Extraordinary
      Services

     

    .
      Freight and passenger elevator services, HVAC, electricity, water, and access
      to
      and use of the loading dock facilities will be available twenty-four (24) hours
      a day, subject to the provisions of this Article 7.
      Landlord may charge Tenant, at Landlord’s Actual Cost, and establish reasonable
      rules and regulations for any of the following: (a) the use of any After
      Hours HVAC by Tenant (at Landlord’s Actual Cost); (b) the usage of any
      services provided to Tenant (including without limitation, passenger or freight
      elevator service, or use of the loading dock facilities by Tenant when and
      if
      Tenant’s use of the loading dock requires the use of personnel for the operation
      and/or security of the Building) at any time other than during Normal Working
      Hours except as set forth in Paragraph 7.1(c);
      (c) additional or unusual janitorial services required because of any
      unusual, non-building standard improvements in the Premises, the negligence
      of
      Tenant, the nature of Tenant’s business (including the operation of Tenant’s
      business other than during Normal Working Hours); and (d) the removal of
      any refuse and rubbish from the Premises except for discarded material placed
      in
      wastepaper baskets and left for emptying as an incident to Landlord’s normal
      cleaning of the Premises. Landlord agrees that the initial Tenant Improvements
      installed by Tenant shall not be deemed non-building standard improvements.
      The
      foregoing direct charges shall be payable by Tenant as Additional Rent on the
      later to occur of the next rent payment date after submission of an invoice
      therefor by Landlord or ten (10) days after Tenant’s receipt thereof.
      Notwithstanding anything to the contrary contained in this Lease, if Landlord
      determines at any time during the Term that Tenant is using excess electricity
      or HVAC services, Landlord shall have the right, at its option, to meter and
      charge all tenants in the Building, including Tenant, directly for their use
      of
      electricity or chilled water for HVAC services within their respective premises.
      In such event, following the commencement of such separate metering,
      (i) Tenant shall pay such charges as Additional Rent on a monthly basis on
      the later to occur of the next rent payment date after submission of an invoice
      therefor by Landlord or ten (10) days after Tenant’s receipt thereof, and (ii)
      all such direct charges shall be excluded from Operating Expenses under
Article 5.

     

    7.3 Interruption
      in Utility Services

     

    .
      Landlord shall not be liable for damages or otherwise for failure, stoppage
      or
      interruption of any services or utilities or unavailability of access to the
      Project, nor shall the same be construed either as an eviction of Tenant, or
      result in an abatement of rent (except as provided in Article 6),
      when such failure is caused by acts of God, accidents, breakage, repairs,
      strikes, lockouts, other labor disputes, other force
      majeure
      events, or by the making of repairs, alterations or improvements to the Premises
      or the Building, or the limitation, curtailment, rationing or restriction on
      supply of fuel, steam, water, electricity, labor or other supplies or for any
      other condition beyond Landlord’s reasonable control, including without
      limitation, any governmental energy conservation program or legal requirement.
      If any governmental entity imposes mandatory or voluntary controls or guidelines
      on Landlord or the Project or any part thereof, relating to the services
      provided by Landlord, or the reduction of emissions, Landlord may make such
      alterations to the Building or any other part of the Project related thereto
      and
      take such other steps as are necessary to comply with such controls and
      guidelines (provided that Landlord may do so with respect to voluntary controls
      or guidelines only to the extent such action by Landlord is consistent with
      the
      standards set forth in Paragraph 7.1(g)
      above), the cost of such compliance and alterations shall be included in
      Operating Expenses, and Landlord shall not be liable therefor, for damages
      or
      otherwise, nor shall the same be construed either as an eviction of Tenant,
      or
      result in an abatement of rent, subject, however to the provisions of
Article 6
      above. Landlord shall, to the extent commercially reasonable, perform all
      alterations and repairs after normal business hours and/or on weekends and
      shall
      endeavor to minimize any interruptions to Tenant’s normal and customary business
      operations.

     

    8. Alterations.

     

    8.1 Restriction
      on Alterations. 

     

     


    
      
        
        

      

      
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    (a) Tenant
      may make alterations, additions or improvements to the Premises after the
      Commencement Date (collectively, “Alterations”)
      which do not create a Design Problem.(as defined in Section 8.1(c)),
      on the terms and conditions set forth in this Article 8
      and provided Tenant submits its plans, including floor load calculations, for
      such Alterations to Landlord at least fifteen (15) business days prior to
      commencement of construction of such Alterations (except as to decorative items,
      minor repairs or installations of trade fixtures and furniture for which plans
      are not required) and subject to Landlord’s consent to the extent required under
Section
      8.1(b).
      Alterations shall be scheduled through Landlord and each of Tenant’s contractors
      shall cooperate and coordinate with Landlord and Landlord’s contractor so that
      there shall be no disruption of the Building Systems or Service Facilities
      or of
      any other construction on or in the Project. Within ten (10) days after receipt
      of the plans for Alterations, Landlord shall inform Tenant, in good faith,
      whether such Alterations will create a Design Problem. If Landlord indicates
      that such Alterations will create a Design Problem, Landlord will have five
      (5)
      additional days to inform Tenant of its disapproval, and the reasons for such
      disapproval, and what changes or conditions could be made or satisfied to obtain
      Landlord’s approval. Under no circumstances shall Tenant make any Alterations
      that create a Design Problem without Landlord’s prior consent, which Landlord
      may withhold in its discretion. 

     

    (b) If
      the proposed Alterations in, to or about the Premises or the Building
      individually or cumulatively will not create a Design Problem, Tenant may make
      such Alterations with the prior written consent of Landlord, which Landlord
      shall not unreasonably withhold or delay beyond fifteen (15) days following
      request for the consent and any submittal of plans required hereunder, and
      which
      may only be conditioned upon (i) the right to approve the plans and
      specifications for any work provided that Landlord shall not disapprove such
      plans if a Design Problem is not created, (ii) the right to require reasonable
      supplemental insurance satisfactory to Landlord and naming Landlord as an
      additional insured, (iii) requirements as to the manner in which or the time
      or
      times at which work may be performed and (iv) the right to approve the
      contractor or contractors to perform the Alterations, which approval shall
      not
      be unreasonably withheld or delayed. No approval shall be required to paint
      or
      cover walls or for the installation of the floor covering, provided the manner
      of installing the floor covering is subject to Landlord approval; and further
      provided that any such painting, covering or installation shall be subject
      to
      the notice requirement set forth in Section
      8.1(a).

     

    (c) “Design
      Problem”
      means any Alteration (or as the context dictates, other work or use of the
      Premises or the Project by Tenant) which does not meet each of the following
      requirements: (i) the Alterations work shall be done in a first class
      manner and completed in accordance with Landlord’s requirements and to the
      extent not inconsistent with this Article
      8 ̧
      all Applicable Laws, all applicable rules, regulations and requirements of
      governmental authorities and insurance carriers and shall not affect the outside
      appearance, character or use of the Building, nor shall any Alteration
      materially weaken or impair the structural strength of the Building;
      (ii) no Alteration shall create the potential for unusual expenses to be
      incurred upon the removal of the Alterations and the restoration of the Premises
      upon the termination of this Lease unless Tenant agrees to pay for the
      incremental removal cost caused by such non-typical Alterations; (iii) no
      part of the Building outside of the Premises shall be materially, adversely
      affected by any Alteration; (iv) the proper functioning of the Building
      structure, Building Systems and Service Facilities shall not be materially,
      adversely affected by any Alteration (nor shall any Alteration involve or permit
      the installation of equipment or other fixtures or improvements which exceeds
      the capacities of the Building structure or Building Systems unless Tenant
      authorizes Landlord to modify, at Tenant’s expense, the Building Systems to
      increase such capacity and such modification does not create a Design Problem);
      (v) no Alteration shall materially, adversely interfere with Landlord’s
      free access to the Building Systems or materially, adversely interfere with
      the
      moving of Landlord’s equipment to or from the enclosures containing the Building
      Systems; (vi) no Alteration shall materially increase the floor load or
      plumbing requirements, or increase the electrical or HVAC requirements, over
      those provided as of the Commencement Date, unless Tenant reinforces the floor
      or increases the capacity of the electrical, plumbing or HVAC systems at its
      own
      cost and expense without adversely affecting such systems, and (vii) no
      Alteration shall adversely affect any other tenant’s normal and customary use of
      the Project. Any changes necessary to eliminate any Design Problems shall be
      incorporated into Tenant’s plans for the proposed Alterations and shall be
      performed at Tenant’s sole cost as a condition for Landlord’s approval of such
      proposed Alterations. Tenant shall not be permitted to install and make part
      of
      the Premises any materials, fixtures or articles which are subject to liens,
      conditional sales contracts or chattel mortgages other than trade fixtures,
      furniture and equipment. Landlord agrees that none of the Tenant’s initial
      Tenant Improvements shown on the plans approved by Landlord under the Tenant
      Improvement Letter shall be deemed to adversely offset any other tenant’s use of
      the Project.

     

     


    
      
        
        

      

      
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    8.2 Costs
      and Protections

     

    .
      Tenant shall pay to Landlord the reasonable, actual out-of-pocket costs incurred
      by Landlord as the need for such review is reasonably determined by Landlord,
      for reviewing and inspecting all Alterations to assure full compliance with
      all
      of Landlord’s requirements, including, without limitation, any out-of-pocket
      cost for engineering review incurred by Landlord. Landlord does not expressly
      or
      implicitly covenant or warrant that any plans or specifications submitted by
      Tenant are safe or that the same comply with any Applicable Laws. Further,
      Tenant shall indemnify, protect, defend and hold Landlord harmless from any
      loss, cost or expense, including reasonable attorneys’ fees and costs, incurred
      by Landlord as a result of any defects in design, materials or workmanship
      resulting from Alterations, except to the extent such defects are caused by
      Landlord, its agents, servants or employees. If reasonably requested by
      Landlord, Tenant shall provide Landlord with copies of all contracts, receipts,
      paid vouchers, and any other documentation (including, without limitation,
      “as-built” drawings, air/water balancing reports, permits and inspection
      certificates) in connection with the construction of such Alterations. Tenant
      shall promptly pay all costs incurred in connection with all Alterations. Any
      increase in any tax, assessment or charge levied or assessed as a result of
      any
      Alterations shall be payable by Tenant in accordance with Article 10. 

     

    8.3 Removal
      and Surrender of Fixtures and Alterations

     

    .
      All Alterations and all Tenant Improvements installed in the Premises which
      are
      attached to, or built into, the Premises, shall become the property of Landlord
      and shall be surrendered with the Premises, as a part thereof, at the end of
      the
      Term; provided, however, Landlord may, by written notice to Tenant at least
      thirty (30) days prior to the end of the Term, require Tenant to remove any
      Alterations or Tenant Improvements designated by Landlord to be removed at
      the
      time of Landlord’s approval thereof, and to repair any damage to the Premises,
      the Building and any other part of the Project caused by such removal, all
      at
      Tenant’s sole expense and to the satisfaction of Landlord. Notwithstanding the
      foregoing, Landlord may not require Tenant to remove (i) any improvements
      existing in the Premises on the Delivery Date, (ii) any Tenant Improvement
      or
      any Alteration which is a normal and customary improvement for a business
      office, and/or (iii) structural improvements made to the Building. Any
      articles of personal property including business and trade fixtures (not
      attached to, or built into, the Premises), machinery and equipment,
      free-standing cabinet work, and movable partitions, which were installed by
      Tenant in the Premises shall be and remain the property of Tenant and may be
      removed by Tenant at any time during the Term as long as an Event of Default
      under Section
      22.1
      does not exist hereunder and provided that Tenant repairs to Landlord’s
      reasonable satisfaction any damage to the Premises, the Building and any other
      part of the Project caused by such removal. However, upon such surrender of
      the
      Premises, upon surrender of the Premises, Tenant shall not be required to paint
      walls or replace wall or floor coverings, nor patch walls or floors unless
      Tenant has caused damage thereto in excess of damage normally incident to
      removal of furniture, fixtures and equipment from, and vacation of premises
      by,
      tenants generally. On the termination of this Lease, Landlord and Tenant shall
      each own undivided interests in such Tenant Improvements to the extent, in
      the
      case of Landlord, provided or paid for by Landlord, and, in the case of Tenant,
      the portion of the cost of such Tenant Improvements paid for by Tenant. For
      purposes of the insurance requirements of Section 11.2,
      Tenant shall be deemed to have an insurable interest in all of the Tenant
      Improvements and Alterations in the Premises, as between Landlord and Tenant,
      but the same shall be surrendered with the Premises on termination of this
      Lease, to the extent set forth above.

     

    9. Maintenance
      and Repairs.

     

    9.1 Tenant’s
      Obligations

     

    .
      Except for Landlord’s obligations specifically set forth in this Lease,
      including, without limitation, Articles
      12
      and 13
      and Section
      16.3,
      Tenant shall, at Tenant’s sole expense, keep the Premises and every part thereof
      (but not the Building structures or the Building Systems) clean and in good
      condition and repair and Landlord shall have no obligation to alter, remodel,
      improve, repair, decorate or paint the Premises or any part
      thereof.

     

    9.2 Landlord’s
      Obligations

     

    .
      Subject to Article 12,
      Landlord shall repair and maintain with reasonable diligence after notice from
      Tenant the Building structures and Building Systems in a manner consistent
      with
      that of a reasonably prudent building owner of a first-class office building
      in
      the Santa Monica/West Los Angeles area (including, without limitation, the
      Building’s 

     


    
      
        
        

      

      
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    HVAC
      system in accordance with the recommended maintenance specifications therefor).
      To the extent such maintenance and repair is required (a) by modifications
      to the Building and/or Building Systems made by or at the direction of Tenant,
      or (b) due to the act (other than ordinary use as contemplated by this
      Lease), neglect, misuse, or fault of Tenant, its agents, employees, contractors,
      licensees or invitees, Tenant shall pay to Landlord the cost of such maintenance
      and repairs except to the extent Tenant has been relieved of such liability
      pursuant to this Lease, including, without limitation, under Section 11.5.
      Except as provided in Articles
      6 and 12,
      there shall be no abatement of rent with respect to, and Landlord shall not
      be
      liable for, any injury to or interference with Tenant’s business arising from
      any repairs, maintenance, alteration or improvement in or to any portion of
      the
      Project or the Building, including the Premises. Further, neither Landlord
      nor
      any member, manager, partner, director, officer, agent or employee of Landlord
      shall be liable for any damage caused by other lessees or persons in or about
      the Project, or for any consequential damages arising out of any loss of use
      of
      the Premises or any equipment or facilities therein by Tenant or any person
      claiming through or under Tenant. As a material inducement to Landlord entering
      into this Lease, Tenant waives and releases its right to make repairs at
      Landlord’s expense under Section 1942 of the California Civil Code or under
      any other law, statute or ordinance now or hereafter in effect, and Tenant
      waives and releases the right to terminate this Lease under Section 1932(1)
      of the California Civil Code or any similar or successor statute. Subject to
      the
      foregoing, Landlord shall endeavor to cause the least disruption practicable
      to
      Tenant while making repairs, alterations or improvements to the Project. If
      reasonably requested by Tenant, such activities by Landlord which materially
      affect the Premises or access thereto shall be performed outside of Normal
      Working Hours to the extent practicable.

     

    10. Tax
      on Tenant’s Personal Property and Leasehold Improvements.

     

    10.1 Personal
      Property Taxes

     

    .
      At least ten (10) days prior to delinquency, Tenant shall pay all taxes levied
      or assessed upon Tenant’s equipment, furniture, fixtures and other personal
      property located in or about the Premises. If the assessed value of Landlord’s
      property is increased by the inclusion therein of a value placed upon Tenant’s
      equipment, furniture, fixtures or other personal property, Tenant shall pay
      Landlord, upon written demand, the taxes so levied against Landlord, or the
      proportion thereof resulting from said increase in assessment.

     

    10.2 Tax
      on Leasehold Improvements

     

    .
      Tenant shall pay Landlord, upon written demand, such portion of all real estate
      taxes levied or assessed against Landlord which are attributable to the value
      of
      the leasehold improvements (including, but not limited to, all Tenant
      Improvements and Alterations) installed in the Premises in excess of Thirty-Five
      and no/100 Dollars ($35.00) per square foot of Rentable Area in the Premises.
      If
      the assessing authority allocates a specific value to said leasehold
      improvements of Tenant, the amount payable by Tenant shall be the tax
      attributable to such specific value. If the assessing authority does not
      allocate a specific value to said leasehold improvements of Tenant, the amount
      payable by Tenant pursuant to this Section 10.2
      shall be the amount determined by multiplying the total cost of leasehold
      improvements installed in the Premises in excess of Thirty-Five and no/100
      Dollars ($35.00) per square foot of Rentable Area in the Premises by the
      Building’s full assessed rate, as determined by the applicable assessing
      authority. The “value” and “cost” of leasehold improvements referred to in this
Section 10.2
      shall be fairly and equitably determined on a consistent basis for the leasehold
      improvements in the Premises and other improvements in the other Rentable Area
      of the Building. 

     

    10.3 Exclusion
      from Real Property Taxes

     

    .
      The portion of real estate taxes payable by Tenant pursuant to Sections
      10.1
      and 10.2
      and by other tenants of the Project computed as if they have similar provisions
      in their leases shall be excluded from Real Property Taxes for purposes of
      rent
      adjustments described in Article 5
      of this Lease.

     

    11. Insurance;
      Waiver of Subrogation.

     

    11.1 Liability
      Insurance

     

     


    
      
        
        

      

      
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    .
      Tenant shall at all times during the Term (and prior to the Term with respect
      to
      any activity of Tenant hereunder at the Project) and at its own cost and expense
      procure and continue in force Employer’s Liability Insurance and Commercial
      General Liability insurance adequate to protect Tenant and Landlord (as to
      Commercial General Liability policy only) against liability for injury to or
      death of any person or damage to property in connection with the use, operation
      or condition of the Premises. The limits of liability under the Employer’s
      Liability Insurance policy shall be at least One Million Dollars ($1,000,000).
      The Commercial General Liability insurance for injuries to persons and for
      damage to property at all times shall be in an amount of not less than Three
      Million Dollars ($3,000,000) per occurrence and Five Million Dollars
      ($5,000,000) general aggregate, Combined Single Limit, for injuries to
      non-employees and property damage, and shall include premises/operations
      coverage, products/completed operations liability coverage, and personal
      injury/advertising injury coverage. From time to time, but no more frequently
      than once in any twenty-four (24) month period, if in the opinion of Landlord
      or
      an insurance consultant retained by Landlord the amount of Employer’s Liability
      or Commercial General Liability coverage required of Tenant under this Lease
      is
      not commercially reasonable and is less than that carried by major tenants
      of
      Comparable Buildings in Santa Monica, Tenant shall increase the insurance
      coverage to commercially reasonable amounts within thirty (30) days of Tenant’s
      receipt of notice from Landlord or, if later, at the time Tenant’s current
      policy is scheduled to expire or be renewed.

     

    11.2 Property
      Insurance

     

    .
      Tenant shall at all times during the Term maintain in effect policies of
      insurance covering all leasehold improvements (including, but not limited to,
      all Tenant Improvements and Alterations) trade fixtures, merchandise and other
      personal property from time to time in, on or upon the Premises, in an amount
      not less than one hundred percent (100%) of their full replacement cost from
      time to time during the Term, providing protection against any peril included
      within the classification “all risk coverage,” or “causes of loss special form,”
together with insurance against sprinkler water damage (including earthquake
      caused sprinkler damage), vandalism and malicious mischief. Such property
      insurance shall provide equivalent or greater coverage than that provided by
      ISO
      Form CP 10 30. The proceeds of such insurance (other than for trade
      fixtures, merchandise and other personal property), so long as this Lease
      remains in effect, shall be used for the repair or replacement of the Tenant
      Improvements and Alterations so insured to the extent necessary to put the
      Premises in a usable condition generally consistent with the quality of such
      improvements prior to the loss or casualty giving rise to the repair or
      replacement. Upon any casualty or any casualty which results in a termination
      of
      the Lease, the proceeds of insurance shall be paid to Landlord and Tenant,
      as
      their interests appear in the insured property. The full replacement value
      of
      the items to be insured under this Section 11.2
      shall be determined by Tenant and acknowledged by the company issuing the
      insurance policy by the issuance of an agreed amount endorsement at the time
      the
      policy is initially obtained, and shall be increased from time to time in order
      to maintain replacement value coverage.

     

    11.3 Business
      Interruption

     

    .
      Tenant shall at all times during the Term, and at its own cost and expense,
      procure and maintain in effect loss of income or business interruption insurance
      in such amounts as will reimburse Tenant for direct and indirect loss of
      earnings attributable to all perils commonly insured against by prudent tenants
      or attributable to prevention of access to the Premises or to the Building
      as a
      result of such perils.

     

    11.4 Policy
      Requirements. 

     

    (a) All
      insurance required to be carried hereunder shall be issued by responsible
      insurance companies, qualified to do business in the State of California and
      reasonably acceptable to Landlord. Insurance companies rated A VII or better
      by
      Best’s Insurance Reports shall be deemed acceptable. 

     

    (b) Each
      policy shall be written on an “occurrence” basis and shall have a deductible or
      deductibles, if any, which do not exceed the deductible amount(s) maintained
      by
      similarly situated tenants in first-class, high rise office buildings in the
      Santa Monica/West Los Angeles area. Each policy shall name Landlord, Landlord’s
      Project manager and Landlord’s lender as additional insureds, as their interests
      may appear, and copies of all policies and endorsements thereto together with
      certificates evidencing the existence and amounts of such insurance and further
      evidencing that such insurance is in full force and effect, shall be delivered
      to Landlord by Tenant at least thirty (30) days prior to Tenant’s occupancy of
      any portion of the Premises, and in any event, prior to 

     


    
      
        
        

      

      
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    any
      activity of Tenant hereunder at the Project. No such policy shall be cancelable
      except after thirty (30) days written notice to Landlord. Tenant shall, at
      least
      thirty (30) days prior to the expiration of any such policy, furnish Landlord
      with renewals or “binders” thereof. Should Tenant at any time neglect or refuse
      to provide the insurance required by this Lease, or should such insurance be
      cancelled, Landlord shall have the right (after giving five (5) days’ notice to
      Tenant with opportunity to cure such neglect, refusal or cancellation), but
      not
      the duty, to procure the same and Tenant shall pay the cost thereof as
      Additional Rent promptly upon Landlord’s demand. 

     

    (c) The
      policies of insurance required to be carried by Tenant shall be primary and
      non-contributing with, and not in excess of any other insurance available to
      Landlord. The cost of defending any claims made against any of the policies
      required to be carried by Tenant shall not be included in any of the limits
      of
      liability for such policies. Tenant shall immediately report to Landlord, and
      promptly thereafter confirm in writing, the occurrence of any injury, loss
      or
      damage incurred by Tenant, or Tenant’s receipt of notice or knowledge of any
      claim by a third party or any occurrence that might give rise to such claims.
      It
      shall be the responsibility of Tenant not to violate nor knowingly permit to
      be
      violated any condition of the policies required by this Lease. 

     

    (d) Any
      policy of property insurance required hereunder may be in “blanket coverage”
form, provided any such “blanket coverage” policy (i) specifically provides
      that the amount of insurance coverage required hereunder shall in no way be
      prejudiced by other losses covered by the policy or (ii) is in an amount
      not less than the sum of one hundred percent (100%) of the actual replacement
      costs of all of the properties covered under such “blanket coverage” insurance
      policy. Neither the issuance of any such property insurance policy nor the
      minimum limits specified in this Section 11.4
      shall be deemed to limit or restrict in any way Tenant’s liability arising under
      or out of this Lease. 

     

    11.5 Landlord’s
      Requirements

     

    .
      Landlord shall, at all times during the Term hereof, at its sole cost and
      expense (subject to reimbursement in accordance with Article 5)
      procure and maintain in force (a) insurance of the type commonly referred to
      as
      an “all risk of physical loss” or “causes of loss-special form” policy,
      including fire and extended coverage, vandalism coverage and malicious mischief,
      sprinkler leakage and water damage, and including earthquake insurance to the
      extent required by any Underlying Mortgage (as defined in Section 18.1)
      or reasonably determined by Landlord, and (b) commercial general liability
      insurance insuring the Land, the Building (including, without limitation, the
      common areas) and the Project against all risks and all other hazards as are
      customarily insured against in coverage and in relative amount, in Landlord’s
      reasonable judgment, by others similarly situated and operating like properties.
      In addition to the foregoing, Landlord shall procure and maintain in force
      (subject to reimbursement in accordance with Article 5)
      a commercially reasonable amount (or an amount as required by any Underlying
      Mortgage) of rental loss insurance during the Term of this Lease.

     

    11.6 Waiver
      of Subrogation

     

    .
      Landlord and Tenant each hereby releases the other, and waives its entire right
      of recovery against the other for any direct or consequential loss or damage
      arising out of or incident to the perils covered by the property insurance
      policy or policies carried or by this Lease required to be carried by the
      waiving party, whether or not such damage or loss may be attributable to the
      negligence of either party or their agents, invitees, contractors, or employees.
      Each insurance policy carried by either Landlord or Tenant in accordance with
      this Lease shall include a waiver of the insurer’s rights of subrogation to the
      extent necessary.

     

    12. Damage
      or Destruction.

     

    12.1 Agreement
      Governs

     

    .
      The provisions of this Lease, including this Article 12,
      constitute an express agreement between Landlord and Tenant with respect to
      any
      and all damage to, or destruction of, all or any part of the Premises, the
      Building or any other portion of the Project by fire or other casualty
      (“Damage”)
      and no statute or regulation which is inconsistent with this Article 12,
      now or hereafter in effect, including without limitation, Sections 1932(2)
      and 1933(4) of the California Civil Code, shall have any application to this
      Lease with respect to any damage or destruction to all or 

     


    
      
        
        

      

      
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    any
      part of the Premises, the Building or any other portion of the Project. This
      Article 12
      shall not affect the provisions of Article 16
      below, subject to Section 11.5.

     

    12.2 Obligation
      to Repair

     

    .
      If the Premises, access thereto within the Project, the Base Building
      Improvements, Service Facilities or Building Systems serving the Premises suffer
      Damage, subject to all other terms of this Article 12,
      Landlord shall diligently repair the Base Building Improvements, Service
      Facilities and Building Systems in a manner consistent with the provisions
      of
      any Underlying Mortgage (provided Tenant’s rights under this Lease are not
      materially adversely affected) and subject to reasonable delays for insurance
      adjustment and other matters beyond Landlord’s reasonable control. Upon any
      Damage to the Premises, if the Lease does not terminate, Tenant shall assign
      to
      Landlord (or Landlord’s designee) all insurance proceeds (but not proceeds with
      respect to personal property) payable to Tenant under insurance required
      pursuant to Section 11.2,
      and Landlord shall repair the Tenant Improvements and Alterations installed
      in
      the Premises by bidding the cost of such repairs to three (3) general
      contractors selected by Landlord in consultation with Tenant and selecting
      the
      low bidder after the bids are reconciled for inconsistent assumptions. To the
      extent reasonably practicable, Landlord shall solicit bids for the repair of
      the
      Tenant Improvements and Alterations and shall select the low bidder after the
      bids are reconciled for inconsistent assumptions. Bidding shall not be required
      for minor repairs nor for emergency work performed immediately after the Damage
      occurs. If the cost of such repair by Landlord exceeds the insurance proceeds
      received by Landlord from Tenant’s insurance carrier, such shortfall shall be
      paid by Tenant to Landlord in accordance with a progress payment schedule with
      Tenant paying its proportionate share of such cost pari passu with payments
      from
      the insurance proceeds. Upon termination of this Lease due to any Damage, the
      proceeds of insurance shall be paid to Landlord and Tenant as their interests
      appear in the insured property. Landlord shall not be liable for any loss of
      business, inconvenience or annoyance to Tenant arising from any Damage or any
      repair or restoration of any portion of the Premises, the Building or other
      portion of the Project as a result of any Damage. Subject to the remainder
      of
      this Article 12
      below, in the event the Premises suffer Damage and such Damage is covered by
      insurance obtained by Landlord and is not covered by insurance obtained by
      Tenant, Landlord shall expend for the repair and reconstruction of the Tenant
      Improvements and Alterations in the Premises the sum of the amount of any
      insurance proceeds received by Landlord from insurance maintained by Tenant
      hereunder, plus Tenant’s pro rata share (based on the damaged Rentable Area of
      the Premises in relation to the damaged Rentable Area of the Project) of
      insurance proceeds from insurance maintained by Landlord hereunder to the extent
      such proceeds are in excess of the amount necessary to repair and reconstruct
      the Base Building Improvements.

     

    12.3 Major
      Damage to Premises. 

     

    (a) If
      the Premises, access thereto within the Project, the Base Building Improvements,
      Service Facilities or Building Systems serving the Premises suffer Damage so
      that the Premises are rendered untenantable and the repair thereof cannot in
      the
      reasonable opinion of Landlord, be completed within one hundred eighty (180)
      days after the date Landlord is informed of the Damage (without payment of
      overtime or other premium) or if insurance proceeds plus any amount Tenant
      elects to contribute to repair of the Tenant Improvements and Alterations will
      not be sufficient to cover the cost of repairs, then Landlord shall have the
      option, to be exercised by written notice to Tenant within thirty (30) days
      after the date Landlord is informed of the Damage, either: (a) to terminate
      this Lease as of the date specified in Landlord’s notice but not less than
      thirty (30) days nor more than sixty (60) days after Landlord’s notice to Tenant
      (although rent shall be abated until such termination in the manner and to
      the
      extent provided in Article 6);
      or (b) to repair the Damage in accordance with Section 12.2,
      in which event this Lease shall continue in full force and effect, and rent
      shall be abated in the manner and to the extent provided in Article 6.
      Landlord shall give Tenant written notice (the “Repair
      Notice”)
      stating the estimated length of time that will be required to repair the Damage
      as soon as reasonably possible after such Damage, but in no event later than
      thirty (30) days following the date Landlord is informed of the
      Damage.

     

    (b) If
      the Premises, access thereto within the Project, the Base Building Improvements,
      Service Facilities or Building Systems serving the Premises suffer Damage so
      that the Premises are rendered untenantable and the repair thereof cannot,
      in
      the reasonable opinion of Landlord, be completed within one hundred eighty
      (180)
      days after the date Landlord is informed of the Damage (without payment of
      overtime or other premium), Tenant shall have the option to terminate this
      Lease
      (“Tenant’s
      Termination Option”)
      Tenant shall have thirty (30) days from Tenant’s receipt of the Repair Notice to
      exercise Tenant’s Termination Option by written 

     


    
      
        
        

      

      
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    notice
      to Landlord. If Tenant exercises Tenant’s Termination Option, the Lease shall
      terminate as of a date not less than thirty (30) days nor more than sixty (60)
      days after Tenant’s notice to Landlord of the exercise of Tenant’s Termination
      Option.

     

    (c) If
      the Premises, access thereto within the Project, Base Building Improvements,
      Service Facilities or Building Systems serving the Premises suffer Damage so
      that the Premises are rendered untenantable, and if the Lease does not terminate
      pursuant to Paragraph 12.3(a)
      or Paragraph 12.3(b),
      then if Landlord fails to substantially complete the repair of such Damage
      on or
      before the date (the “Outside
      Completion Date”)
      which is the later of (i) two hundred seventy (270) days after the date
      Landlord is informed of the Damage and (ii) the date which is six (6)
      months after the date estimated for completion of such repair set forth in
      the
      Repair Notice required under Paragraph 12.3(a)
      above, and if the Damage not repaired on the Outside Completion Date renders
      a
      substantial part of the Premises untenantable, Tenant shall have the option,
      exercisable by written notice to Landlord within thirty (30) days after the
      Outside Completion Date, to terminate this Lease effective thirty (30) days
      after the date of such notice. The Outside Completion Date shall be extended
      by
      delays in the completion of the repair of the Damage caused by force
      majeure
      events (other than the casualty that caused the Damage and such extension not
      to
      exceed six (6) months) or by Tenant, its agents, employees or
      contractors.

     

    (d) If,
      during the last year of the Term (as the same may have been extended), the
      Premises, access thereto within the Project or the Base Building Improvements,
      Building Systems and/or Service Facilities serving the Premises suffer Damage
      so
      that the Premises are rendered untenantable and the repair of the Premises
      cannot, in the reasonable opinion of Landlord, be completed within fifty percent
      (50%) of the remaining portion of the Term at the time of the Damage, then
      each
      of Landlord and Tenant shall have the option to terminate this Lease for a
      period of thirty (30) days from Tenant’s receipt of the Repair Notice, by
      delivery of written notice to the other Party. If either Party so terminates
      this Lease, the Lease shall terminate as of a date specified in such notice
      which is not less than thirty (30) days nor more than sixty (60) days after
      the
      delivery of such notice.

     

    12.4 Major
      Damage to Building or Project

     

    .
      Without limiting the provisions of Sections 12.2
      and 12.3,
      if the Building or the Project suffers major and material Damage which, in
      Landlord’s reasonable opinion, cannot be repaired within one hundred eighty
      (180) days after the date Landlord is informed of the Damage (without payment
      of
      overtime or other premium), or if the Building, the Project or the Parking
      Garage is so extensively damaged as to render it economically unviable for
      its
      existing use, in Landlord’s reasonable opinion, after the repair thereof, or if
      insurance proceeds will not be sufficient to cover the cost of repairs (provided
      such shortfall of insurance proceeds is at least Two Million Dollars
      ($2,000,000)), then Landlord shall have the option, to be exercised by written
      notice to Tenant within thirty (30) days after the date Landlord is informed
      of
      the Damage, either: (a) to terminate this Lease as of the date no less than
      thirty (30) days nor more than sixty (60) days after Landlord’s notice to Tenant
      and rent shall be abated in the manner and to the extent set forth in
Article 6;
      or (b) if Tenant has not exercised its right to terminate this Lease,
      subject to Section 12.2,
      to repair and rebuild the Building with reasonable diligence, in which event
      this Lease shall continue in full force and effect and rent shall be abated
      in
      the manner and to the extent provided in Article 6.

     

    12.5 Good
      Faith Exercise

     

    .
      Landlord shall not exercise any termination right solely in order to obtain
      an
      increase in the rental rate for the Premises; provided that any other
      independent, bona fide, good faith business reason for exercise of such
      termination right shall be sufficient if such right is otherwise exercised
      in
      accordance with the other provisions of this Article 12.

     

    13. Eminent
      Domain.

     

    13.1 Taking

     

    .
      In case the whole of the Premises, or such part thereof as shall substantially
      interfere with Tenant’s use and occupancy thereof, shall be taken by any lawful
      power or authority by exercise of the right of eminent domain, or sold to
      prevent such taking, within sixty (60) days after receipt of notice of such
      taking, either Tenant or Landlord 

     


    
      
        
        

      

      
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    may
      terminate this Lease effective as of the date possession is required to be
      surrendered to said authority. If such portion of the Building or Project is
      so
      taken or sold so as to require, in the opinion of Landlord, a substantial
      alteration or reconstruction of the remaining portions thereof, or which renders
      the Building or Project economically unviable for its use as presently intended,
      or requires cancellation of tenant leases representing substantially all of
      the
      Building, this Lease may be terminated by Landlord, as of the date of the
      vesting of title under such taking or sale, by written notice to Tenant within
      sixty (60) days following notice to Landlord of the date on which said vesting
      will occur. Except as provided herein, Tenant shall not because of such taking
      assert any claim against Landlord or the taking authority for any compensation
      because of such taking, and Landlord shall be entitled to receive the entire
      amount of any award without deduction for any estate or interest of Tenant.
      If
      the amount of property or the type of estate taken shall not substantially
      interfere with Tenant’s use of the Premises, Landlord shall be entitled to the
      entire amount of the award without deduction for any estate or interest of
      Tenant. In such event, Landlord shall promptly proceed to restore the Premises
      to substantially their condition prior to such partial taking, and the rent
      shall be abated in proportion to the time during which, and to the part of
      the
      Premises of which, Tenant shall be so deprived on account of such taking and
      restoration. Notwithstanding the foregoing, during any rent abatement under
      this
      Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent
      for
      all services and utilities provided to and used by Tenant during the period
      of
      the rent abatement. Nothing contained in this Article 13
      shall be deemed to give Landlord any interest in, or prevent Tenant from seeking
      any award against the taking authority for, the taking of personal property
      and
      fixtures belonging to Tenant or for relocation or business interruption expenses
      recoverable from the taking authority.

     

    13.2 Temporary
      Taking

     

    .
      If all or any portion of the Premises are condemned or otherwise taken for
      public or quasi-public use for a limited period of time (i.e., less than 180
      days), this Lease shall remain in full force and effect and Tenant shall
      continue to perform all of the terms, conditions and covenants of this Lease,
      including without limitation, the payment of Basic Rent and all other amounts
      required hereunder, in which case Tenant shall be entitled to receive the entire
      award made in connection with any other temporary condemnation or other taking
      attributable to any period within the Term. Landlord shall be entitled to the
      entire award for any such temporary condemnation or other taking which relates
      to a period after the expiration of the Term or for any period for which Tenant
      has not paid rent and/or is in Default hereunder, as well as amounts which
      are
      allocable to the cost of restoration of the Premises, but shall bear the entire
      cost of restoration of the Premises after the expiration of the Term. If any
      such temporary condemnation or other taking terminates prior to the expiration
      of the Term, Tenant shall restore the Premises as nearly as possible to the
      condition prior to the condemnation or other taking, at Tenant’s sole cost and
      expense; provided that, Tenant shall receive the portion of the award
      attributable to such restoration.

     

    14. Assignment
      and Subletting.

     

    14.1 Limitation. 

     

    (a) Tenant
      shall not directly or indirectly, voluntarily or involuntarily assign, mortgage
      or otherwise encumber all or any portion of its interest in this Lease or in
      the
      Premises (collectively, “Assignment”)
      or permit the Premises to be occupied by anyone other than Tenant or Tenant’s
      employees or sublet the Premises (collectively, “Sublease”)
      or any portion thereof without obtaining the prior consent of Landlord, which,
      subject to Sections 14.3
      and 14.4,
      if applicable, shall not be unreasonably withheld, conditioned or delayed,
      and
      any such attempted Assignment or Sublease (collectively, “Transfer”)
      without such consent shall be null and void and of no effect.

     

    (b) Notwithstanding
      the foregoing Paragraph 14.1(a),
      Tenant shall have the right, after written notice thereof to Landlord, in
      accordance with Section 14.2,
      to Transfer all or a portion of the Premises, or the leasehold hereunder, to
      an
      Affiliate (or a combination of Affiliates) or Successor of Tenant. For purposes
      hereof, an “Affiliate”
      or “Successor”
      of Tenant includes (i) Maguire Properties, Inc. or any entity that is owned
      and/or controlled by it, (ii) an entity controlling, under common control with
      or controlled by Tenant, including an entity resulting from a merger,
      consolidation, stock transfer or purchase of a majority of Tenant’s assets
      provided such successor has a net worth and liquid assets at least equal to
      that
      of Tenant on the date of the applicable Transfer, or (iii) a transferee of
      substantially all of Tenant’s assets (including goodwill and unfinished work);
      but excluding, in each case, any entity formed to avoid the restrictions on
      Transfer by Tenant hereunder and excluding 

     


    
      
        
        

      

      
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    any
      agency or department of the United States Government. For purposes of this
      definition, the word “control,”
      as used above, means with respect to a Person that is a corporation, the right
      to exercise, directly or indirectly, more than twenty-five percent (25%) of
      the
      voting rights attributable to the shares of the controlled corporation and,
      with
      respect to a Person that is not a corporation, the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of the controlled Person. The word “Person”
      means an individual, partnership, trust, corporation, limited liability company,
      limited liability partnership, professional corporation, firm or other entity.
      Any such Affiliate or Successor of Tenant must expressly assume in writing
      a pro
      rata share of Tenant’s obligations hereunder in the proportion that the number
      of square feet of Rentable Area of the Premises subleased or assigned to such
      Affiliate or Successor of Tenant bears to the total number of square feet of
      Rentable Area in the Premises, without relieving Tenant of any liability
      hereunder. Sections 14.3
      and 14.4
      shall not be applicable to Transfers covered by this Paragraph 14.1(b).

     

    (c) Notwithstanding
      Paragraph
      14.1(a),
      Tenant shall have the right, after notice in accordance with Section
      14.2,
      to permit Persons providing services to Tenant or to customers of Tenant (such
      as, for example, outsourced copy and documentation companies) (“Other
      Occupants”)
      to occupy up to fifteen percent (15%) of the Usable Area of the Premises at
      any
      one time during the Term and any extensions thereof on the following
      conditions:

     

    (1) no
      demising wall shall separate the office space occupied by Other Occupants from
      the office space occupied by Tenant;

     

    (2) the
      rent, if any, paid by Other Occupants shall not be greater than the rent
      allocable on a pro rata basis to the portion of the Premises occupied by the
      Other Occupants; and

     

    (3) such
      occupancy shall not be a subterfuge or a means to circumvent the restrictions
      on
      Transfer set forth in this Article
      14.

     

    Landlord
      agrees that such occupancy of the Premises by Other Occupants shall not
      constitute an Assignment of Tenant’s leasehold interest nor a Sublease of a
      portion of the Premises. Consequently, such occupancy by Other Occupants shall
      not require Landlord’s consent, and shall not be subject to Sections
      14.3.
      If Tenant charges an Other Occupant a fee for use of Tenant’s receptionist, fax
      machine, telephones, photocopiers or other office equipment designed to
      reimburse Tenant its actual out-of-pocket costs with respect to such items,
      such
      shall not be considered rent for purposes of Section
      14.5.

     

    14.2 Notice
      of Intent to Assign or Sublet

     

    .
      If Tenant desires at any time to Transfer the Premises or any portion thereof,
      it shall first give Landlord a notice (the “First
      Transfer Notice”)
      specifying (a) the size and location of the space Tenant proposes to Transfer
      (the “Transfer
      Space”);
      (b) the term for which Tenant proposes to Transfer the Transfer Space; and
      (c)
      the date on which Tenant proposes that the Transfer be effective, which shall
      not be earlier than the date which is sixty (60) days after the Transfer
      Notice.

     

    14.3 Landlord’s
      Options

     

    .
      At any time within fifteen (15) days after Landlord’s receipt of all of the
      information required in the First Transfer Notice, Landlord may by written
      notice to Tenant elect to (a) terminate this Lease as to the Transfer Space
      specified in the First Transfer Notice in the case of a proposed Assignment
      (other than in accordance with Paragraph 14.1(b)),
      and, (b) in the case of a proposed Sublease (other than in accordance with
Paragraph 14.1(b))
      terminate this Lease as to the Transfer Space specified in the First Transfer
      Notice with a proportionate abatement in the rent payable
      hereunder.

     

    In
      the event Landlord elects to terminate the Lease as to the Transfer Space,
      the
      Lease shall terminate as to the entire Transfer Space on the proposed date
      that
      the Transfer would be effective as specified in the First Transfer Notice.
      After
      any such election by Landlord, Landlord shall be entitled to re-lease the
      Transfer Space in Landlord’s discretion. In the event Landlord so elects with
      respect to a portion of the Premises, (i) Tenant shall at all times


     


    
      
        
        

      

      
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    provide
      reasonable and appropriate access to the Transfer Space and, if not accessible
      from a common hallway or other Building common area, use of any Building
      standard restrooms and/or corridor necessary for ingress and egress for the
      Transfer Space, (ii) Landlord shall have the right to use the Transfer
      Space subject to Landlord’s election without the consent of Tenant, and
      (iii) Landlord shall reimburse Tenant for the reasonable cost of any
      demising wall necessary to separate the Transfer Space from the remainder of
      the
      Premises. If Tenant does not within two hundred seventy (270) days after the
      First Transfer Notice consummate a Transfer for the Transfer Space or is not
      in
      active negotiations concerning the Transfer Space and, if Tenant continues
      to
      contemplate a Transfer, Tenant shall deliver a new Transfer Notice and Landlord
      shall again have the options set forth in this Section 14.3.

     

    14.4 Second
      Notice; Conditions for Landlord’s Consent.

     

    (a) If
      Landlord does not elect to exercise the option set forth in Section 14.3
      (or is not eligible to exercise such option under the terms of this Article 14)
      and Tenant desires to consummate a Transfer (other than in accordance with
      Paragraph 14.1(b)),
      or if the conditions for giving a First Transfer Notice do not exist and Tenant
      desires to consummate a Transfer, Tenant shall give a written notice (the
“Second
      Transfer Notice”)
      to Landlord with respect to such Transfer and which notice shall specify
      (1) the Transfer Space, (2) the name of the proposed assignee,
      subtenant, transferee or occupant (“Transferee”),
      (3) the nature of the proposed Transferee’s business to be carried on in
      the Transfer Space, (4) the terms and provisions of the proposed Transfer,
      and (5) such financial information as is reasonably available to Tenant
      concerning the proposed Transferee, provided that Landlord is provided with
      an
      adequate amount of information to reasonably make a determination of
      Transferee’s credit worthiness. If a First Transfer Notice was given with
      respect to the Transfer and the Transfer described in the Second Transfer Notice
      differs by more than twenty percent (20%) from the First Transfer Notice in
      amount of space covered or in length of term, or materially differs as to the
      location of the Transfer Space, then Landlord shall have the option set forth
      in
Section 14.3
      with respect to the Transfer proposed in the Second Transfer Notice, such option
      to be exercised within ten (10) business days after Landlord’s receipt of the
      Second Transfer Notice.

     

    (b) If
      Landlord does not elect to exercise the option set forth in Section 14.3
      (or is not eligible to exercise such option under the terms of this Article 14),
      and does not elect or is not entitled to elect any such option pursuant to
      subparagraph (a)
      above, Landlord shall not unreasonably withhold or delay its consent to the
      Transfer specified in the Second Transfer Notice; provided, however, that
      Landlord’s refusal to consent to any Transfer shall be deemed reasonable
      if:

     

    (1) The
      Transferee is of a character or reputation or engaged in a business which is
      not
      consistent with the quality of the Building or the Project, as judged by the
      nature of its then existing tenants, other than Tenant;

     

    (2) The
      Transferee intends to use the Transfer Space for purposes which are not
      permitted under this Lease;

     

    (3) The
      Transferee intends to use the Transfer Space for purposes in violation of the
      terms of any other lease in the Project, Applicable Law and/or the Development
      Agreement, it being understood that the purpose for which any Transferee intends
      to use the Transfer Space may not be in violation of this Lease (within five
      (5)
      business days’ after Tenant’s request, Landlord shall notify Tenant whether such
      uses which would be in violation of other lease(s) in the Project);

     

    (4) The
      Transferee has been involved in bona fide negotiations with Landlord for space
      in the Project within the preceding four (4) months, as evidenced by at least
      a
      written proposal and a written response thereto (other than an outright
      rejection), with at least one of said writings occurring in said four (4) month
      period (the restriction contained in this subparagraph (4)
      applies, without limitation, to each then-current occupant of the Building).
      This restriction shall not apply unless Landlord then has space available in
      the
      Building of a size that will satisfy the space requirements set forth in the
      proposed transfer;

     

    (5) The
      Transfer Space is not suitable for normal renting purposes in conformity with
      all applicable building and safety codes;

     

     


    
      
        
        

      

      
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    (6) The
      Transferee is a government (or subdivision or agency thereof);

     

    (7) The
      Transferee is an occupant of the Project, provided Landlord has space available
      of a size that will satisfy the space requirements set forth in the proposed
      transfer; or

     

    (8) The
      Transferee is, in the reasonable judgment of Landlord, insolvent or does not
      have the financial capacity to perform the obligations to be assumed for the
      term of the Transfer.

     

    (c) If
      Landlord consents to any Transfer requiring its consent under this Section 14.4,
      Tenant may thereafter within six (6) months after Landlord’s consent, but not
      later than the expiration of said six (6) months, enter into such Transfer
      of
      the Transfer Space, upon the same terms and conditions as are set forth in
      the
      Second Transfer Notice furnished by Tenant to Landlord pursuant to Paragraph 14.4(a).

     

    (d) As
      a condition to Landlord’s consent to any Sublease, such Sublease shall provide
      that it is subject and subordinate to this Lease and to all Underlying
      Mortgages; that upon an Event of Default hereunder, Landlord may enforce the
      provisions of the Sublease, including collection of rent; that the cost of
      any
      modification to the Premises, Building and/or Project arising from or as a
      result of the Sublease shall be, as between Landlord and Tenant, the sole
      responsibility of Tenant; that in the event of termination of this Lease for
      any
      reason, including without limitation a voluntary surrender by Tenant, or in
      the
      event of any reentry or repossession of the Premises by Landlord, Landlord
      may,
      at its option, either (i) terminate the Sublease, or (ii) take over
      all of the right, title and interest of Tenant, as sublessor, under such
      Sublease, in which case the Transferee shall attorn to Landlord, but that
      nevertheless Landlord shall not (1) be liable for any previous act or omission
      of Tenant under such Sublease, (2) be subject to any defense or offset
      previously accrued in favor of the Transferee against Tenant, or (3) be bound
      by
      any previous modification of any Sublease made without Landlord’s written
      consent (which shall be given or withheld in accordance with Article 14),
      or by any previous prepayment by the Transferee of more than one month’s rent.
      Notwithstanding any other provision of this Lease, Tenant waives any right
      it
      may have at law or in equity to terminate this Lease as a result of Landlord’s
      failure to consent to a Transfer, including any of its rights under California
      Civil Code Section 1995.310; provided, however, Landlord shall be liable to
      Tenant for all damages incurred by Tenant as a result of such failure by
      Landlord in breach of this Lease. Landlord waives any right it may have under
      this Lease to terminate this Lease as a result of Tenant’s Transfer of any
      Transfer Space in violation of this Article
      14;
      provided, however, that Tenant shall be liable to Landlord for all damages
      incurred by Landlord as a result of such violation of this Article
      14.
      Furthermore, Tenant shall pay all of Landlord’s costs in connection with the
      termination (including reasonable attorneys’ fees and costs) of any Transfer in
      violation of this Article
      14
      and such Transfer shall be void as against Landlord. If Landlord improperly
      denies its consent to a Transfer which Tenant is permitted to make under this
      Article
      14,
      Landlord shall reimburse Tenant for all direct damages incurred by Tenant as
      a
      result of such improper refusal to consent.

     

    (e) To
      the extent that Tenant enters into an assignment of the Lease or enters into
      a
      sublease for not less than all of the Premises, Landlord, if it grants its
      consent to such Transfer, or if Landlord’s consent is not required, shall also
      simultaneously execute and deliver a recognition agreement (“Recognition
      Agreement”)
      pursuant to which (1) Landlord agrees that in the event that this Lease is
      terminated following a Tenant default hereunder, the Transfer shall be
      recognized as a direct lease between Landlord and the assignee or the subtenant
      at a rental rate which is equal to the greater of (i) the rent then being paid
      by Tenant under this Lease, or (ii) the rent being paid by the Transferee under
      its assignment or sublease; (2) the terms of the Lease override any inconsistent
      terms of the Transfer; (3) the Transferee acknowledges that Landlord will not
      be
      liable for any security deposit or prepaid rent delivered to Tenant that has
      not
      been transferred to Landlord; (4) the Transferee acknowledges that Landlord
      is
      not liable for the actions or inactions of Tenant; and (5) the terms and
      conditions of the Transfer will be honored to the extent they are not
      inconsistent with the terms of the Lease and do not increase the obligations
      of
      Landlord (other than to deliver the Recognition Agreement). Landlord shall
      have
      the right to reasonably approve the financial condition of the Transferee at
      the
      time the consent to the proposed sublease is requested as a condition to
      Landlord’s agreement to such a Recognition Agreement, in addition to the
      Transferee approval standard set forth in Subparagraph
      14.4(b)(8)
      above. Tenant shall pay for all of Landlord’s reasonable costs of reviewing and
      preparing any such Recognition Agreement.

     

    14.5 Profits.

     

     


    
      
        
        

      

      
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    (a) If
      there are any Profits (as defined in paragraph (b)
      below) from any Transfer, Tenant shall pay fifty percent (50%) of such Profits
      to Landlord as Additional Rent. Landlord’s share of Profits shall be paid to
      Landlord after Tenant has recouped all of its costs enumerated in subparagraphs 14.5(b)(i)
      through (v).
      Once such recoupment has occurred, then thereafter Tenant shall pay to Landlord
      Landlord’s share of the Profits within five (5) business days after receipt
      thereof by Tenant. The payments of Profits to Landlord shall be made with
      respect to each Transfer separately, subject to an annual reconciliation on
      each
      anniversary date of the Transfer. If the payments to Landlord under this
Section 14.5
      during the twelve (12) months preceding each annual reconciliation exceed the
      amount of Profits determined on an annual basis, then Landlord shall refund
      to
      Tenant the amount of such overpayment or credit the overpayment against Tenant’s
      future obligations under this Section 14.5,
      at Tenant’s option. If Tenant has underpaid its obligations hereunder during the
      preceding twelve (12) months, Tenant shall immediately pay to Landlord the
      amount owing after the annual reconciliation.

     

    (b) For
      purposes of this Article 14,
      “Profits”
      are defined as all cash or cash equivalent amounts and sums which Tenant
      (including any Affiliate or Successor of Tenant or other entity related to
      Tenant) receives from any Transferee, directly or indirectly, attributable
      to
      the Premises or any portion thereof, less the Basic Rent and rent adjustments
      paid by Tenant pro rata based on Rentable Area to the Transfer Space provided
      that such difference shall be further reduced by the sum of (i) any
      additional tenant improvement costs paid to Tenant’s Transferee by Tenant;
      (ii) reasonable leasing commissions paid by Tenant in connection with the
      Transfer; (iii) other economic concessions (including, without limitation,
      planning allowance, lease takeover payments, moving expenses, etc.) paid by
      Tenant to or on behalf of the Transferee in connection with the Transfer;
      (iv) reasonable costs incurred by Tenant in advertising the Transfer Space;
      (v) Tenant’s and Landlord’s reasonable attorneys’ fees paid by Tenant to
      third parties in connection with the Transfer, and (vi) the Basic Rent and
      Additional Rent pursuant to Article
      5
      paid by Tenant to Landlord with respect to the Transfer Space during the period
      such space is vacant, not used for any purpose by Tenant and not subject to
      any
      Sublease or Assignment, provided no such “vacancy cost” shall be recognized to
      the extent attributable to the period occurring prior to the later of the date
      Tenant’s First Transfer Notice (to the extent Landlord is entitled to such
      notice) regarding the applicable Transfer is given to Landlord or the date
      Tenant executed a brokerage listing agreement with an independent third party
      broker for the Transfer Space. Any lump sum payment received by Tenant for
      rent
      or in lieu of rent from a Transferee shall be treated like any other amount
      so
      received by Tenant for the applicable annual period and shall be utilized in
      computing Profits in accordance with the foregoing. The intent of the foregoing
      definition of Profit is that the enumerated deductions from amounts received
      by
      Tenant be reimbursed to Tenant before Landlord is entitled to its share of
      amounts received by Tenant. All Profits and the components thereof shall be
      subject to audit by Landlord or its representatives at reasonable times. Tenant
      shall deliver to Landlord, upon request, any information reasonably required
      by
      Landlord to calculate and/or substantiate the amount of Profits
      hereunder.

     

    14.6 No
      Release of Tenant’s Obligations

     

    .
      No Transfer shall relieve Tenant of its obligation to pay the rent and to
      perform all of the other obligations to be performed by Tenant hereunder. The
      acceptance of rent by Landlord from any other person shall not be deemed to
      be a
      waiver by Landlord of any provision of this Lease or to be a consent to any
      Transfer, provided, however, that if Landlord exercises its termination rights
      as to the Transfer Space pursuant to this Article 14,
      Tenant shall be released from any obligations accruing as to such Transfer
      Space
      after the effective date of such termination. Consent to one Transfer shall
      not
      be deemed to constitute consent to any subsequent Transfer.

     

    14.7 Transfer
      is Assignment

     

    .
      If Tenant is a corporation which under the then current guidelines published
      by
      the Commissioner of Corporations of the State of California is not deemed a
      public corporation, or is an unincorporated association or partnership, the
      transfer, assignment or hypothecation of any stock or interest in such
      corporation, association or partnership (made other than to an Affiliate or
      Successor of Tenant) in the aggregate in excess of fifty percent (50%) shall
      be
      deemed an Assignment hereunder, but no such Transfer shall be subject to
Section
      14.3
      unless entered into to avoid the provisions of this Article
      14.
      Notwithstanding the preceding sentence, changes in the number and/or identity
      of
      constituent partners, members or shareholders of Tenant due to admission of
      new
      partners, members or shareholders or withdrawal of existing partners, members
      or
      shareholders in the ordinary course of business or due to death or retirement
      shall not be considered for purposes determining an Assignment
      hereunder.

     

     


    
      
        
        

      

      
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    14.8 Assumption
      of Obligations

     

    .
      Each Transferee, other than Landlord, shall assume all obligations of Tenant
      under this Lease as to the applicable Transfer Space and shall be and remain
      liable jointly and severally with Tenant for the payment of the rent, and for
      the performance of all of the terms, covenants, conditions and agreements herein
      contained on Tenant’s part to be performed for the term of this Lease; provided,
      however, that the Transferee shall be liable to Landlord for rent only in the
      amount set forth in the Transfer. No Assignment shall be binding on Landlord
      unless the Transferee or Tenant shall deliver to Landlord a counterpart of
      the
      Assignment and an instrument in recordable form which contains a covenant of
      assumption by the Transferee reasonably satisfactory in substance and form
      to
      Landlord consistent with the requirements of this Section 14.8,
      but the failure or refusal of the Transferee to execute such instrument of
      assumption shall not release or discharge the Transferee from its liability
      as
      set forth above.

     

    14.9 Costs

     

    .
      Tenant agrees to reimburse Landlord for Landlord’s reasonable costs and
      attorneys’ fees incurred in connection with the processing and documentation of
      any requested Transfer whether or not Landlord consents to the Transfer or
      the
      same is finally consummated.

     

    15. Project
      Coordination.

     

    15.1 Right
      of Entry

     

    .
      Landlord and its agents and representatives shall have the right, at all
      reasonable times, and upon prior notice (except in emergencies and to provide
      regular janitorial service) but in such manner as to cause as little disturbance
      to Tenant as reasonably practicable, to enter the Premises for purposes of
      inspection, to post notices of non-responsibility, to protect the interest
      of
      Landlord in the Premises, to supply janitorial service and any other services
      to
      be provided by Landlord hereunder, to perform all required or permitted work
      therein, including the erection of scaffolding, props and other mechanical
      devices for the purpose of making alterations, repairs or additions to the
      Premises or the Building which are provided for in this Lease or required by
      law. Except for Tenant’s Secured Areas, locks to the Premises, including
      interior areas, shall be keyed consistent with the keying system for the
      Building or copies of the keys therefor shall be placed with Landlord. Tenant
      may designate certain areas within the Premises to be “Secured
      Areas”
      for the purpose of securing certain valuable property or confidential
      information. Except in emergencies, Landlord may not enter Secured Areas unless
      Landlord provides Tenant with at least one (1) business day prior written notice
      of the date and time of such entry, and any such entry shall be subject to
      escort by a Tenant representative and such reasonable restrictions or conditions
      as Tenant may designate, provided, however, that nothing in this sentence shall
      waive or be deemed to waive any right or remedy that Landlord may have in the
      event of a Tenant default. Subject to compliance with Tenant’s security and
      compliance procedures, Landlord and its agents and representatives shall also
      have the right, at all reasonable times and upon at least one (1) business
      day’s
      prior notice, to show the Premises to prospective tenants (during the last
      year
      of this Lease), lessors of superior leases, mortgagees, prospective mortgagees
      or prospective purchasers of the Building. Landlord shall minimize any
      interruption of Tenant’s business operations resulting from any entry to the
      Premises hereunder, and shall, at its sole cost and expense, repair and restore
      any damage to the Premises caused by or at the direction of Landlord in
      exercising such rights, subject to Section 11.6.
      No such entry shall be construed under any circumstances as a forcible or
      unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant,
      and Tenant hereby waives any claim against Landlord or its agents or
      representatives for damages for any injury or inconvenience to or interference
      with, Tenant’s business or quiet enjoyment of the Premises.

     

    15.2 Building
      and Common Areas

     

    .
      Provided Landlord does not unreasonably interfere with Tenant’s normal and
      customary business operations and to the extent that the Tenant Improvements
      are
      not damaged, and Tenant is not denied the beneficial use of its Premises,
      Landlord may: (a) install, repair, replace or relocate pipes, ducts, conduits,
      wires and appurtenant meters and equipment for service to other parts of the
      Building above the ceiling surfaces, below the floor surfaces, within the walls
      and in the central core areas of the Premises or the rest of the Building;
      (b)
      repair, renovate, alter, expand or improve the Project; (c) make changes to
      the
      common areas, including, without limitation, changes in the location, size,
      shape and number of street entrances, driveways, ramps, entrances, exits,
      parking spaces, parking 

     


    
      
        
        

      

      
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    areas,
      loading and unloading areas, halls, passages, stairways and other means of
      ingress and egress, direction of traffic, landscaped areas and walkways; (d)
      close temporarily any of the common areas for maintenance purposes as long
      as
      reasonable access to the Premises remains available; (e) designate other land
      outside the boundaries of the Building to be a part of the common areas; (f)
      add
      additional buildings and improvements to the common areas; (g) use the common
      areas while engaged in making additional improvements, repairs or alterations
      to
      the Building, or any portion thereof; and (h) do and perform such other acts
      and
      make such other changes in, to or with respect to the common areas and Building
      and other portions of the Project as Landlord may deem appropriate in its good
      faith business judgment.

     

    15.3 Balconies

     

    .
      Balconies adjacent to and accessible from the Premises shall be common areas;
      provided, however, that Tenant shall have an exclusive license (with other
      tenants, if any, whose premises are adjacent to and accessible from such
      balconies) to use any such balconies in a manner consistent with a first-class
      office complex containing balconies, on the terms and conditions set forth
      herein and subject to all limitations and restrictions on use of the Premises
      in
      the Lease. Tenant shall not make any improvements to the balconies. Tenant
      shall
      seek Landlord’s advance written consent to all proposed furniture, fixtures,
      plants or other items of any kind whatsoever which Tenant desires to affix
      or to
      place on the balconies. Landlord may withhold its consent to Tenant’s proposed
      furniture, fixtures, plants or other items in Landlord’s sole discretion,
      including without limitation, on wholly aesthetic grounds (e.g.,
      as to size, color or design). Tenant shall not be permitted to display any
      graphics, signs or insignias or the like on the balconies. Landlord shall have
      the right to make any improvements to the balconies or display any graphics,
      plants or other items from the balconies which it desires in its sole discretion
      in connection with overall Project graphics or improvements. Tenant shall permit
      Landlord access to the balconies at reasonable times, including during Normal
      Working Hours, for cleaning, general maintenance and plant maintenance. Tenant’s
      exclusive license to use the balconies shall be revocable, at Landlord’s option,
      upon any Event of Default. 

     

    15.4 Name

     

    .
      Landlord may adopt any name for the Building and/or the Project and Landlord
      reserves the right to change the name and/or the address of the Building and/or
      the Project or any part thereof at any time.

     

    16. Indemnification
      and Waiver.

     

    16.1 Indemnity
      by Tenant

     

    .
      Subject to Section
      11.5,
      Tenant shall indemnify, protect, defend and hold harmless, Landlord, its
      officers, directors, partners, agents, members, attorneys and employees, and
      any
      affiliate of Landlord, including without limitation, any corporations or any
      other entities controlling, controlled by or under common control with Landlord
      (collectively, “Landlord
      Indemnified Parties”),
      from and against any and all claims, suits, demands, liability, damages and
      expenses, including attorneys’ fees and costs (collectively, “Indemnified
      Claims”),
      arising from or in connection with Tenant’s use or alteration of the Premises or
      the conduct of its business or from any activity performed or permitted by
      Tenant in or about the Premises, the Building or any part of the Project during
      the Term or prior to the Commencement Date if Tenant has been provided access
      to
      the Premises, the Building or any part of the Project for any purpose, or
      arising from any default in the performance of any obligation on Tenant’s part
      to be performed under the terms of this Lease, or arising from Tenant’s use of
      the Building Services in excess of their capacity or arising from any other
      act,
      neglect, fault or omission of Tenant or any of its officers, agents, directors,
      members, managers, contractors, employees, subtenants, assignees, licensees
      or
      invitees (acting within the scope of their relationship with Tenant), except
      to
      the extent of personal injury caused by the negligence or willful misconduct
      of
      Landlord, its contractors, agents or employees. If any action or proceeding
      is
      brought against any of the Landlord Indemnified Parties in connection with
      any
      Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same
      at
      Tenant’s expense with counsel approved by Landlord, subject to the reasonable
      requirements of Tenant’s insurance carrier if defended by same, which approval
      shall not be unreasonably withheld. Tenant’s obligations under this Section
      16.1
      shall survive the expiration or earlier termination of this Lease as to any
      matter arising during the Term.

     

    16.2 Waiver

     

     


    
      
        
        

      

      
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    .
      As a material part of the consideration to the Landlord for entering into this
      Lease, Tenant hereby assumes all risk of and releases, discharges and holds
      harmless Landlord from and against any and all liability to Tenant for damage
      to
      property or injury to persons in, upon or about the Premises from any cause
      whatsoever except that which is caused by the negligence or willful misconduct
      of Landlord, its agents, employees or contractors (acting within the scope
      of
      their relationship with Landlord). Except as otherwise provided in the Lease,
      in
      no event shall Landlord be liable to Tenant for any injury to any person in
      or
      about the Premises or damage to the Premises or for any loss, damage or injury
      to any property of Tenant therein or by any malfunction of any utility or other
      equipment, installation or system, or by the rupture, leakage or overflow of
      any
      plumbing or other pipes, including without limitation, water, steam and
      refrigeration lines, sprinklers, tanks, drains, drinking fountains or similar
      cause in, about or upon the Premises, the Building or any other portion of
      the
      Project except to the extent such loss, damage or injury is caused by the
      negligence or willful misconduct of Landlord, its agents, employees or
      contractors (acting within the scope of their relationship with
      Landlord).

     

    16.3 Indemnity
      of Tenant

     

    .
      Notwithstanding the provisions of Sections 16.1
      and 16.2
      to the contrary, but subject to the limitation on Landlord’s liability set forth
      in Section 30.17
      and subject to Section
      11.5,
      Landlord shall indemnify, protect, defend and hold harmless Tenant, its
      officers, directors, partners, agents, members, managers, attorneys and
      employees (collectively, “Tenant
      Indemnified Parties”),
      from and against any Indemnified Claims with respect to or arising out of any
      injury to persons or damage to property located on the Premises or within the
      Project (including, without limitation, the Premises, Tenant’s property and
      Tenant’s personnel) (but not for injury to, or interference with, Tenant’s or
      any Tenant Indemnified Parties’ business or for consequential damages), to the
      extent such damage or injury arises or results from (i) the gross negligence
      or
      willful misconduct of Landlord, its agents or employees (acting within the
      scope
      of their relationship with Landlord), and/or (ii) the default by Landlord of
      any
      obligations on Landlord’s part to be performed under the terms of this Lease;
      provided, however, that Landlord’s indemnity shall not apply or extend to any
      personal injury which is covered by any insurance maintained by Tenant or any
      Tenant Indemnified Parties (or which would have been covered had Tenant obtained
      the insurance required under the provisions of this Lease). If any action or
      proceeding is brought against Tenant or any Tenant Indemnified Parties by reason
      of any such injury or damage indemnified by Landlord as set forth hereinabove,
      Landlord, upon notice from Tenant, shall defend the same at Landlord’s expense
      with counsel approved in writing by Tenant, which approval Tenant shall not
      unreasonably withhold. Landlord’s obligations under this Section
      16.3
      shall survive the expiration or earlier termination of this Lease as to any
      matter arising during the Term.

     

    17. Definition
      of Landlord.

     

    The
      term “Landlord”
      as used in this Lease, so far as covenants or obligations on the part of
      Landlord are concerned, shall be limited to mean and include only the owner
      or
      owners, at the time in question, of the fee title of the Premises or the lessees
      under ground leases of the Land or master leases of the Building, if any. In
      the
      event of any transfer, assignment or other conveyance of any such title,
      Landlord herein named (and in case of any subsequent transfer or conveyance,
      the
      then grantor) shall be automatically freed and relieved from and after the
      date
      of such transfer, assignment or conveyance of all liability for the performance
      of any covenant or obligation on the part of Landlord contained in this Lease
      thereafter to be performed. Without further agreement, the transferee of such
      title shall be deemed to have assumed and agreed to observe and perform any
      and
      all obligations of Landlord hereunder, during its ownership of the Premises.
      Landlord may transfer its interest in the Premises without the consent of Tenant
      and such transfer or subsequent transfer shall not be deemed a violation on
      Landlord’s part of any term or condition of this Lease.

     

    18. Subordination.

     

    18.1 Subordination

     

    .
      This Lease is subject and subordinate to all mortgages, trust deeds, and ground
      and underlying leases (the “Underlying
      Mortgages”)
      which now exist or may hereafter be executed affecting the Land, Project and/or
      the Building and to all renewals, modifications, consolidations, replacements
      and extensions of any such Underlying Mortgages. This clause shall be
      self-operative and no further instrument of subordination need be required
      by
      any 

     


    
      
        
        

      

      
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    mortgagee,
      ground lessor or beneficiary, affecting any Underlying Mortgage in order to
      make
      such subordination effective. Tenant, however, shall execute promptly any
      certificate or document that Landlord may request to effectuate, evidence or
      confirm such subordination, and failure to do so shall be an Event of Default
      under this Lease if such failure is not cured after notice in accordance with
      Paragraph
      22.1(d).
      Notwithstanding the forgoing, the mortgagee, ground lessor or beneficiary of
      an
      Underlying Mortgage may elect, at any time by notice given to Tenant, to
      subordinate such Underlying Mortgage to this Lease, and no further instrument
      of
      subordination shall be required to make such subordination of the Underlying
      Mortgage effective. Tenant, however, shall execute promptly any certificate
      or
      document requested to effectuate, evidence or confirm such subordination, and
      failure to do so shall be an Event of Default under this Lease if such failure
      is not cured after notice in accordance with Paragraph
      22.1(d).
      Notwithstanding the foregoing, Landlord shall provide to Tenant within thirty
      (30) days after execution and delivery of this Lease by Landlord and Tenant,
      a
      non-disturbance agreement (“Non-Disturbance
      Agreement”)
      from each holder of an existing Underlying Mortgage whose encumbrance or lien
      affecting the Land, Project and/or Building is superior to the leasehold estate
      created hereby. The form of any such Non-Disturbance Agreement shall be a
      commercially reasonable form provided by the holder of each Underlying Mortgage
      who is required to provide a Non-Disturbance Agreement. Further, notwithstanding
      anything to the contrary in this Article
      18,
      with respect to any Underlying Mortgage hereafter executed affecting the Project
      and/or the Premises, this Lease shall be subordinated thereto only if the holder
      of the Underlying Mortgage enters into a Non-disturbance Agreement.

     

    18.2 Attornment

     

    .
      If Landlord’s interest in the Building and/or the Land is sold or conveyed upon
      the exercise of any remedy provided for in any Underlying Mortgage, or otherwise
      by operation of law: (a) at the election of the new owner, Tenant will
      attorn to and recognize the new owner as Tenant’s landlord under this Lease, and
      upon request, Tenant shall enter into a new lease, containing all of the terms
      and provisions of this Lease, with such new owner for the remaining term hereof,
      or, at the election of such new owner, this Lease shall automatically become
      a
      new lease between Tenant and such new owner, upon the terms and provisions
      hereof for the remaining term hereof, and Tenant will confirm such attornment
      and new lease in writing within ten (10) days after request (Tenant’s failure to
      do so will constitute an Event of Default); and (b) the new owner shall not
      be (i) liable for any act or omission of Landlord under this Lease
      occurring prior to such sale or conveyance, (ii) subject to any offset,
      abatement or reduction of rent because of any default of Landlord under this
      Lease occurring prior to such sale or conveyance, except if such offset,
      abatement or reduction of rent is expressly provided for in the Lease, and
      (iii) liable for the return of any security deposit paid by Tenant except
      to the extent that the security deposit has actually been paid to such person
      or
      entity.

     

    18.3 Notice
      from Tenant

     

    .
      Tenant shall give written notice to the holder of any Underlying Mortgage whose
      name and address have been previously furnished to Tenant of any act or omission
      by Landlord which Tenant asserts as giving Tenant the right to terminate this
      Lease or to claim a partial or total eviction or any other right or remedy
      under
      this Lease or provided by law. Tenant further agrees that if Landlord shall
      have
      failed to cure any default within the time period provided for in this Lease,
      then the holder of any Underlying Mortgage shall have an additional sixty (60)
      days within which to cure such default or if such default cannot be cured within
      that time, then such additional time as may be necessary if within such sixty
      (60) days such holder has commenced and is diligently pursuing the remedies
      necessary to cure such default (including, but not limited to commencement
      of
      foreclosure proceedings, if necessary to effect such cure), in which event
      this
      Lease shall not be terminated while such remedies are being so diligently
      pursued.

     

    19. Intentionally
      Omitted.

     

    20. Surrender
      of Premises and Removal of Property.

     

    20.1 No
      Merger

     

     


    
      
        
        

      

      
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    .
      The voluntary or other surrender of this Lease by Tenant, a mutual cancellation
      or a termination hereof, shall not constitute a merger, and shall, at the option
      of Landlord, terminate all or any existing subleases or shall operate as an
      assignment to Landlord of any or all subleases affecting the
      Premises.

     

    20.2 Surrender
      of Premises

     

    .
      Upon the expiration of the Term, or upon any earlier termination hereof, Tenant
      shall quit and surrender possession of the Premises to Landlord in as good
      order
      and condition as the Premises are now or hereafter may be improved by Landlord
      or Tenant, reasonable wear and tear and repairs which are Landlord’s obligation
      excepted, and shall, without expense to Landlord, remove or cause to be removed
      from the Premises, all debris and rubbish, all furniture, equipment, business
      and trade fixtures, free-standing cabinet work, movable partitioning and other
      articles of personal property owned by Tenant or installed or placed by Tenant
      at its expense in the Premises, and all similar articles of any other persons
      claiming under Tenant unless Landlord exercises its option to have any subleases
      or subtenancies assigned to Landlord, and Tenant shall repair all damage to
      the
      Premises and the Project resulting from such removal.

     

    20.3 Disposal
      of Property

     

    .
      In the event of the expiration of this Lease or other re-entry of the Premises
      by Landlord as provided in this Lease, any property of Tenant not removed by
      Tenant upon the expiration of the Term of this Lease, or within forty-eight
      (48)
      hours after a termination by reason of Tenant’s default, shall be considered
      abandoned and Landlord may remove any or all of such property and dispose of
      the
      same in any manner or store the same in a public warehouse or elsewhere for
      the
      account of, and at the expense and risk of, Tenant. If Tenant shall fail to
      pay
      the costs of storing any such property after it has been stored for a period
      of
      thirty (30) days or more, Landlord may sell any or all of such property at
      public or private sale, in such manner and at such places as Landlord, in its
      sole discretion, may deem proper, without notice to or demand upon Tenant.
      In
      the event of such sale, Landlord shall apply the proceeds thereof, first, to
      the
      cost and expense of sale, including reasonable attorneys’ fees; second, to the
      repayment of the cost of removal and storage; third, to the repayment of any
      other sums which may then or thereafter be due to Landlord from Tenant under
      any
      of the terms of this Lease; and fourth, the balance, if any, to
      Tenant.

     

    21. Holding
      Over.

     

    In
      the event Tenant holds over after the expiration of the Term, with the express
      or implied consent of Landlord, such tenancy shall be from month-to-month only,
      and not a renewal hereof or an extension for any further term, and such
      month-to-month tenancy shall be subject to each and every term, covenant and
      agreement contained herein; provided, however, that Tenant shall pay as Basic
      Rent during any holding over period, an amount equal to the greater of
      one-hundred fifty percent (150%) of the fair market value rental rate of the
      Premises or two times the Basic Rent payable immediately preceding the
      expiration of the Term. Nothing in this Article 21
      shall be construed as a consent by Landlord to any holding over by Tenant and
      Landlord expressly reserves the right to require Tenant to surrender possession
      of the Premises upon the expiration of the Term or upon the earlier termination
      hereof and to assert any remedy in law or equity to evict Tenant and/or collect
      damages in connection with such holding over.

     

    22. Defaults
      and Remedies.

     

    22.1 Defaults
      by Tenant

     

    .
      The occurrence of any of the following shall constitute a default under this
      Lease by Tenant (“Event
      of Default”):

     

    (a) The
      failure by Tenant to pay the rent or make any other payment required to be
      made
      by Tenant under this Lease and Exhibits hereto as and when due where such
      failure continues for three (3) business days after notice thereof by Landlord
      to Tenant;

     

    (b) The
      abandonment of the Premises by Tenant as defined in accordance with
      Section 1951.3 of the California Civil Code;

     

     


    
      
        
        

      

      
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    (c) The
      failure by Tenant to observe or perform the provisions of Articles
      2 and 8
      where such failure continues and is not remedied within two (2) business days
      after notice thereof from Landlord to Tenant; provided however, if the nature
      of
      the default under this Paragraph 22.1(c)
      does not (i) materially and adversely affect Building Systems or Service
      Facilities, (ii) materially and adversely affect access to or safety of any
      premises in the Building, (iii) materially and adversely affect the quiet
      enjoyment of any other tenant in the Project, or (iv) jeopardize the
      continued effectiveness of any insurance coverage for the Project, then, if
      such
      default cannot reasonably be cured within such two (2) business day period,
      Landlord shall not be entitled to exercise its remedies under Section 22.2
      if within such two (2) business day period Tenant shall commence such cure
      and
      thereafter diligently prosecute the same to completion, provided that Tenant
      shall otherwise be liable to Landlord for such non-performance. If Tenant’s
      default hereunder is with respect to Alterations referred to in Article 8,
      Tenant shall be deemed to have remedied its default within such two (2) business
      day period if Tenant ceases all work on the Alterations within such two (2)
      business day period and immediately commences (and thereafter diligently
      prosecutes to completion) the repair of any damage caused and the correction
      of
      any changes to the Building Systems, if so required by Landlord, and provided
      Tenant does not commence any further work on the Alterations until Landlord
      has
      fully approved the same in writing;

     

    (d) The
      failure by Tenant to execute any certificate or document to effectuate, evidence
      or confirm the subordination of this Lease to an Underlying Mortgage in
      accordance with Section 18.1
      within fifteen (15) days after receipt of a written notice from Landlord of
      such
      failure;

     

    (e) The
      failure by Tenant to observe or perform any other provision of this Lease (other
      than those addressed by clauses (a)
      through (d)
      above) and the Exhibits hereto, including the Rules and Regulations, to be
      observed or performed by Tenant, where such failure constitutes a material
      breach of this Lease and continues for thirty (30) days after notice thereof
      by
      Landlord to Tenant; provided, however, that if the nature of such default is
      such that the same cannot reasonably be cured within such thirty (30) day
      period, Tenant shall not be deemed to be in default if Tenant shall within
      such
      period commence such cure and thereafter diligently prosecute the same to
      completion;

     

    (f) Any
      action taken by or against Tenant pursuant to any statute pertaining to
      bankruptcy or insolvency or the reorganization of Tenant (unless, in the case
      of
      a petition filed against Tenant, the same is dismissed within ninety (90) days);
      the making by Tenant of any general assignment for the benefit of creditors;
      the
      appointment of a trustee or receiver to take possession of all or any portion
      of
      Tenant’s assets located at the Premises or of Tenant’s interest in this Lease,
      where possession is not restored to Tenant within ninety (90) days; or the
      attachment, execution, or other judicial seizure of all or any portion of
      Tenant’s assets located at the Premises or of Tenant’s interest in this Lease,
      where such seizure is not discharged within ninety (90) days; or

     

    (g) The
      failure by Tenant to provide any estoppel certificate within the time period
      required under Section
      30.15
      below, if such failure continues for an additional ten (10) days after receipt
      of written notice from Landlord to Tenant specifying such failure and referring
      to this Paragraph
      22.1(g).

     

    22.2 Landlord’s
      Remedies.

     

    (a) If
      an Event of Default shall occur, then, in addition to any other remedies
      available to Landlord at law or in equity, Landlord shall have the immediate
      option to terminate this Lease and all rights of Tenant hereunder by giving
      Tenant written notice of such election to terminate. In the event Landlord
      shall
      elect to so terminate this Lease, Landlord may recover from Tenant:

     

    (1) the
      worth at the time of award of any unpaid rent which has been earned at the
      time
      of such termination; plus

     

    (2) the
      worth at the time of award of any amount by which the unpaid rent which would
      have been earned after termination until the time of award exceeds the amount
      of
      such rental loss that Tenant proves could have been reasonably avoided; plus
      

     

     


    
      
        
        

      

      
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    (3) the
      worth at the time of award of the amount by which the unpaid rent for the
      balance of the term after the time of the award exceeds the amount of such
      rental loss that Tenant proves could be reasonably avoided; plus

     

    (4) any
      other amount necessary to compensate Landlord for all the detriment proximately
      caused by Tenant’s failure to perform its obligations under this Lease or which
      in the ordinary course of things would be likely to result therefrom;
      and

     

    (5) at
      Landlord’s election, such other amounts in addition to or in lieu of the
      foregoing as may be permitted from time to time by applicable law.

     

    (b) All
      “rent” (as defined in Section 4.3)
      shall be computed on the basis of the monthly amount thereof payable on the
      date
      of Tenant’s default, as the same are to be adjusted thereafter as contemplated
      by this Lease. As used in subparagraphs
      (1) and (2)
      above, the “worth at the time of award” is computed by allowing interest in the
      per annum amount equal to the prime rate of interest or other equivalent
      reference rate from time to time announced by the Bank of America National
      Trust
      and Savings Association (the “Reference
      Rate”)
      plus two percent (2%), but in no event in excess of the maximum interest rate
      permitted by law. As used in subparagraph
      (3)
      above, the “worth at the time of award” is computed by discounting such amount
      at the discount rate of the Federal Reserve Bank of San Francisco at the time
      of
      award plus one percent (1%).

     

    (c) If
      Landlord elects to terminate this Lease as a result of Tenant’s Event of
      Default, on the expiration of the time stated in Landlord’s notice to Tenant
      given under Paragraph (a)
      above, this Lease and the Term hereof, as well as all of the right, title and
      interest of Tenant hereunder, shall wholly cease and expire and become void
      in
      the same manner and with the same force and effect (except as to Tenant’s
      liability) as if the date fixed in such notice were the date herein specified
      for expiration of the term of this Lease. Thereupon, Tenant shall immediately
      quit and surrender to Landlord the Premises, and Landlord may enter into and
      repossess the Premises by summary proceedings, detainer, ejectment or otherwise,
      and remove all occupants thereof and, at Landlord’s option, any property thereon
      without being liable for any damages therefor.

     

    (d) If
      an Event of Default shall occur, in addition, Landlord shall have the remedy
      described in California Civil Code Section 1951.4 (lessor may continue
      lease in effect after lessee’s breach and abandonment and recover rent as it
      becomes due, if lessee has the right to sublet or assign, subject only to
      reasonable limitations). Therefore, if Landlord does not elect to terminate
      this
      Lease on account of any default by Tenant, Landlord may, from time to time,
      without terminating this Lease, enforce all of its rights and remedies under
      this Lease, including the right to recover all rent as it becomes
      due.

     

    (e) If
      an Event of Default shall occur, Landlord shall also have the right, without
      terminating this Lease, to re-enter the Premises and remove all persons and
      property therefrom by summary proceedings or otherwise; such property may be
      removed and stored in a public warehouse or elsewhere at the cost of and for
      the
      account of Tenant.

     

    (f) In
      the event of the abandonment of the Premises by Tenant, or in the event that
      Landlord elects to re-enter as provided in Paragraph (e)
      above or takes possession of the Premises pursuant to legal proceeding or
      pursuant to any notice provided by law, and if Landlord does not elect to
      terminate this Lease, then Landlord may from time to time, without terminating
      this Lease, relet the Premises or any part thereof for such term or terms and
      at
      such rent and upon such other terms and conditions as Landlord reasonably may
      deem advisable, with the right to make alterations and repairs to the Premises.
      In the event that Landlord shall elect to so relet, then rentals received by
      Landlord from such reletting shall be applied: First, to the payment of any
      indebtedness other than rent due hereunder from Tenant to Landlord; second,
      to
      the payment of any cost of such reletting (including, but not limited to,
      leasing commissions, tenant improvement costs and rent concessions such as
      free
      rent); third, to the payment of the cost of any alterations and repairs to
      the
      Premises; fourth, to the payment of rent due and unpaid hereunder; and the
      remainder, if any, shall be held by Landlord and applied in payment of future
      rent as the same may become due and payable hereunder. Should that portion
      of
      such rentals received from such reletting during any month, which is applied
      to
      the payment of rent hereunder, be less than the rent payable during that month
      by Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such
      deficiency shall be calculated and paid 

     


    
      
        
        

      

      
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    monthly.
      Tenant shall also pay to Landlord, as soon as ascertained, any costs and
      expenses incurred by Landlord in such reletting or in making such alterations
      and repairs not covered by the rentals received from such
      reletting.

     

    22.3 Re-Entry
      Not Termination

     

    .
      No re-entry or taking possession of the Premises by Landlord pursuant to this
      Article 22
      shall be construed as an election to terminate this Lease unless a written
      notice of such intention be given to Tenant or unless the termination thereof
      be
      decreed by a court of competent jurisdiction. Notwithstanding any reletting
      without termination by Landlord because of any default of Tenant, Landlord
      may
      at any time after such reletting elect to terminate this Lease for any such
      default.

     

    22.4 Right
      of Landlord to Injunction; Cumulative Remedies

     

    .
      In the event of a breach by Tenant of any of the agreements, conditions,
      covenants or terms hereof, Landlord shall have the right of injunction to
      restrain the same and the right to invoke any remedy allowed by law or in equity
      whether or not other remedies, indemnity or reimbursements are herein provided.
      The rights and remedies given to Landlord in this Lease are distinct, separate
      and cumulative remedies, and no one of them, whether or not exercised by
      Landlord, shall be deemed to be in exclusion of any of the others; provided,
      however, no double recovery shall be permitted.

     

    22.5 No
      Jury Trial

     

    .
      Landlord and Tenant hereby waive their respective right to trial by jury of
      any
      cause of action, claim, counterclaim or cross-complaint in any action,
      proceeding and/or hearing brought by either Landlord against Tenant or Tenant
      against Landlord on any matter whatsoever arising out of, or in any way
      connected with, this Lease, the relationship of Landlord and Tenant, Tenant’s
      use or occupancy of the Premises, or any claim of injury or damage, or the
      enforcement of any remedy under any law, statute, or regulation, emergency
      or
      otherwise, now or hereafter in effect.

     

    22.6 Waiver
      of Consequential Damages

     

    .
      Notwithstanding anything to the contrary contained in this Lease, neither
      Landlord nor Tenant shall be liable under any circumstances for, and each hereby
      releases the other from all liability for, consequential damages and injury
      or
      damage to, or interference with, the other party’s business, including, but not
      limited to, loss of title to the Premises or any portion thereof, loss of
      profits, loss of business opportunity, loss of goodwill or loss of use, in
      each
      case however occurring, other than those consequential damages incurred by
      Landlord in connection with a holdover in the Premises by Tenant after the
      expiration or earlier termination of this Lease or incurred by Landlord in
      connection with failure by Tenant to provide an estoppel certificate as required
      under the provisions of this Lease.

     

    22.7 Definition
      of Tenant

     

    .
      The term “Tenant”
      shall be deemed to include all persons or entities named as Tenant under this
      Lease, or each and every one of them. If any of the obligations of Tenant
      hereunder is guaranteed by another person or entity, the term “Tenant”
      shall be deemed to include all of such guarantors and any one or more of such
      guarantors. If this Lease has been assigned, the term “Tenant”
      shall be deemed to include both the assignee and the assignor.

     

    23. Covenant
      Against Liens.

     

    Tenant
      has no authority or power to cause or permit any lien or encumbrance of any
      kind
      whatsoever, whether created by act of Tenant, operation of law or otherwise,
      to
      attach to or be placed upon the Project or Premises, and any and all liens
      and
      encumbrances created by Tenant shall attach to Tenant’s interest only.
      Notwithstanding anything to the contrary contained in this Lease, including,
      without limitation, Article 14,
      Tenant shall not voluntarily create or permit any lien or encumbrance on
      Tenant’s leasehold hereunder. Landlord shall have the right at all times to post
      and keep posted on the Premises any notice which it deems necessary for
      protection from such liens. Tenant covenants and agrees not to suffer or permit
      any lien of mechanics or materialmen or others to be placed against the Project,
      the Building or the Premises, or any portion thereof, with respect to work
      or


     


    
      
        
        

      

      
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    services
      claimed to have been performed for or materials claimed to have been furnished
      to Tenant or the Premises (including, without limitation, in connection with
      any
      Alterations) and, in case of any such lien attaching or notice of any lien,
      Tenant covenants and agrees to cause it to be immediately released and removed
      of record. Notwithstanding anything to the contrary set forth in this Lease,
      in
      the event that such lien is not released and removed within five (5) days after
      notice of such lien is delivered by Landlord to Tenant, Landlord may, without
      waiving its rights and remedies based upon such breach by Tenant and without
      releasing Tenant from any of its obligations, immediately post a bond or
      otherwise release and remove such lien, without any duty to investigate the
      validity thereof, and all sums, costs and expenses, including reasonable
      attorneys’ fees and costs, incurred by Landlord in connection with such lien
      shall be deemed Additional Rent under this Lease and shall immediately be due
      and payable by Tenant.

     

    24. Interest
      on Tenant’s Obligations; Late Charges.

     

    24.1 Interest

     

    .
      Any amount due from Tenant to Landlord which is not paid when due shall bear
      interest at the lesser of two percent (2%) in excess of the Reference Rate
      (as
      defined in Paragraph 22.2(b))
      or the maximum rate per annum which Landlord is permitted by law to charge,
      from
      the date such payment is due until paid, but the payment of such interest shall
      not excuse or cure any default by Tenant under this Lease.

     

    24.2 Late
      Charge

     

    .
      If Tenant is late in paying any amount of rent due under this Lease and does
      not
      pay such rent within five (5) days after receiving notice thereof, then Tenant
      shall pay Landlord a late charge equal to three percent (3%) of each delinquent
      amount of rent and any subsequent delinquent amount of rent. The parties agree
      that the amount of such late charge represents a reasonable estimate of the
      cost
      and expense that would be incurred by Landlord in processing each delinquent
      payment of rent by Tenant and that such late charge shall be paid to Landlord
      as
      liquidated damages for each delinquent payment pursuant to California Civil
      Code
      Section 1671, but the payment of such late charge shall not excuse or cure
      any default by Tenant under this Lease. The parties further agree that the
      payment of late charges and the payment of interest provided for in Section 24.1
      are distinct and separate from one another in that the payment of interest
      is to
      compensate Landlord for the use of Landlord’s money by Tenant, while the payment
      of a late charge is to compensate Landlord for the additional administrative
      expense incurred by Landlord in handling and processing delinquent payments,
      but
      excluding attorneys’ fees and costs incurred with respect to such delinquent
      payments.

     

    25. Quiet
      Enjoyment.

     

    Landlord
      represents and warrants that Tenant, until an Event of Default by Tenant has
      occurred, shall lawfully and quietly hold, occupy and enjoy the Premises during
      the Term without hindrance or molestation of anyone lawfully claiming by,
      through or under Landlord, subject, however, to the provisions of this Lease
      and
      to any Underlying Mortgage (to the extent this Lease is subordinate thereto,
      and
      subject to the terms of any Non-Disturbance Agreement in favor of Tenant).
      

     

    26. Parking
      Facilities.

     

    Landlord
      shall provide and Tenant shall rent for the entire Term parking passes for
      fifty-one (51) automobiles in the Parking Garage, subject to parking rules
      and
      regulations as Landlord or Landlord’s operator or licensee may establish from
      time to time. Landlord shall have the right to provide parking for the Project
      at off-site locations other than the Parking Garage (without relocating Tenant’s
      passes for the Parking Garage as specified above), and in such event, said
      off-site parking areas shall be deemed part of the Project for purposes of
      this
      Lease. Landlord shall have the right to change, delete or modify such off-site
      parking areas and to reconfigure the parking areas in the Parking Garage. The
      Parking Garage shall be operated during Normal Business Hours Monday through
      Friday to provide parking for visitors to the Project at prevailing market
      rates, and the amount of such visitor parking shall not be less than that
      required by applicable codes, rules or regulations or governmental authorities
      having jurisdiction. In addition, Tenant shall have the right to validation
      parking upon terms and conditions and 

     


    
      
        
        

      

      
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    subject
      to rules and regulations reasonably established from time to time by Landlord
      or
      Landlord’s operator or licensee. The parking passes under this Article 26
      are provided to Tenant solely for use by Tenant’s own personnel and such passes
      may not be transferred, assigned, subleased or otherwise alienated by Tenant
      without Landlord’s prior approval, except in connection with a Transfer
      permitted or consented to pursuant to Article
      14,
      and such passes are used by the personnel of such Transferee.

     

    Tenant
      shall pay rent for the parking passes under this Article
      26
      throughout the initial Lease Term at the following rates:

     

    Year
      1: $165.00 per pass per month

    Year
      2: $169.95 per pass per month

    Year
      3: $175.05 per pass per month

    Year
      4: $180.30 per pass per month

    Year
      5: $185.71 per pass per month

    Year
      6: $191.28 per pass per month

    Year
      7: $197.02 per pass per month

    Year
      8: $202.93 per pass per month

    Year
      9: $209.02 per pass per month

    Year
      10: $215.29 per pass per month

    


    27. Brokers.

     

    Landlord
      and Tenant each represents and warrants to the other that it has not had any
      contact or dealings with any person or real estate broker which would give
      rise
      to the payment of any fee or brokerage commission in connection with this Lease,
      [other than a commission to Maguire Properties Services, Inc. under a separate
      brokerage services agreement with Landlord, which commission Landlord shall
      pay]. Tenant shall indemnify, hold harmless and defend Landlord from and against
      any liability arising from a breach of such representation and warranty by
      Tenant. Landlord shall indemnify, hold harmless and defend Tenant from and
      against any liability arising from a breach of such representation and warranty
      by Landlord. 

     

    28. Rules
      and Regulations.

     

    The
      “Rules
      and Regulations”
      attached hereto as Exhibit “E”
      are hereby incorporated herein and made a part of this Lease. Tenant agrees
      to
      abide by and comply with each and every one of said Rules and Regulations and
      any reasonable and non-discriminatory amendments, modifications and/or additions
      thereto as may hereafter be adopted by Landlord for the safety, care, security,
      good order and cleanliness of the Premises, the Building, the Parking Garage,
      or
      any other portion of the Project. Provided Tenant’s rights under this Lease are
      not materially and adversely affected, Landlord shall have the right to amend,
      modify or add to the Rules and Regulations in its sole discretion. Landlord
      shall enforce the Rules and Regulations in a non-discriminatory manner, provided
      that Landlord shall not be liable to Tenant for any violation of any of the
      Rules and Regulations by any other tenant, contractor or invitee or for the
      failure of Landlord to enforce any of the Rules and Regulations. In the event
      of
      any conflict between the Rules and Regulations and the provisions of this Lease,
      the provisions of this Lease shall control. To the extent that the Rules and
      Regulations attached as Exhibit “E”
      are contrary to, or inconsistent with, the provisions of this Lease, the
      provisions of this Lease shall prevail. Landlord shall not enforce, modify
      or
      amend the Rules and Regulations in an unreasonable manner or in a manner which
      would unreasonably interfere with normal and customary office business
      operations permitted under Section 2.1.

     

    29. Directory
      Board and Signage.

     

    29.1 Directory
      Board

     

    .
      During the Term, Tenant shall have the right to designate one (1) name (each
      a
      department or individual) per thousand square feet of Rentable Area in the
      Premises occupied by Tenant for placement on the directory board in the lobby
      of
      the Building and any other common directory board which may be available for
      use
      by office tenants of the Building. Landlord shall have the option to maintain,
      in place of any such directory board, a computerized 

     


    
      
        
        

      

      
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    directory
      with display screen which has the capacity to accommodate Tenant’s designation
      of names as set forth above.

     

    29.2 Signage

     

    .
      Tenant shall be permitted to install, at its own expense, appropriate signage
      containing Tenant’s name (a) on or above entrance doors to the Premises,
      (b) provided that at all times Tenant leases all of the Rentable Area on
      individual floors of the Premises, on the walls of the elevator lobbies and
      adjacent to entrance doors on each floor of the Premises leased solely by
      Tenant. Any such signage will be designed and constructed in a manner complying
      with Building standard signage and graphics criteria and Applicable Laws,
      including without limitation the Americans with Disabilities Act (“ADA”)
      and City rules and regulations, and shall be subject to Landlord’s prior
      approval which approval shall not be unreasonably withheld, conditioned or
      delayed. If, at any time, Tenant does not lease all of the Rentable Area on
      any
      floor of the Premises hereunder, Tenant’s rights under this Section 29.2
      to install and maintain signage on the walls of the elevator lobbies within
      such
      floor shall thereupon terminate, and Tenant shall promptly remove all such
      signage and repair and restore the walls to their prior condition, at Tenant’s
      expense.

     

    30. General
      Provisions.

     

    30.1 No
      Waiver

     

    .
      The waiver by Landlord or Tenant of any breach of any term, provision, covenant
      or condition contained in this Lease, or the failure of Landlord or Tenant
      to
      insist on the strict performance by the other, shall not be deemed to be a
      waiver of such term, provision, covenant or condition as to any subsequent
      breach thereof or of any other term, covenant or condition contained in this
      Lease. The acceptance of rents hereunder by Landlord shall not be deemed to
      be a
      waiver of any breach or default by Tenant of any term, provision, covenant
      or
      condition herein, regardless of Landlord’s knowledge of such breach or default
      at the time of acceptance of rent.

     

    30.2 Landlord’s
      Right to Perform

     

    .
      All covenants and agreements to be performed by Tenant under any of the terms
      of
      this Lease shall be performed by Tenant at Tenant’s sole expense and without
      abatement of rent except as otherwise provided in this Lease. If Tenant shall
      fail to observe and perform any covenant, condition, provision or agreement
      contained in this Lease or shall fail to perform any other act required to
      be
      performed by Tenant, Landlord may, upon notice to Tenant affording Tenant
      reasonable opportunity to cure, and if Landlord reasonably deems it necessary
      based on a potential detrimental effect on Landlord’s interests, the Project or
      any portion thereof, without obligation, and without waiving or releasing Tenant
      from any default or obligations of Tenant, make any such payment or perform
      any
      such obligation on Tenant’s part to be performed. All sums so paid by Landlord
      and all costs incurred by Landlord in making such payment or performing such
      obligation or enforcing this Lease, including attorneys’ fees, together with
      interest thereon in a per annum amount equal to two percent (2%) in excess
      of
      the Reference Rate (as defined in Paragraph 22.2(b),
      but not in excess of the maximum rate permitted by law, shall be payable to
      Landlord on demand and Tenant covenants to pay any such sums, and Landlord
      shall
      have (in addition to any other right or remedy hereunder) the same rights and
      remedies in the event of the non-payment thereof by Tenant as in the case of
      default by Tenant in the payment of rent.

     

    30.3 Terms;
      Headings

     

    .
      The words “Landlord” and “Tenant” as used herein shall include the plural, as
      well as the singular. The words used in neuter gender include the masculine
      and
      feminine and words in the masculine or feminine gender include the neuter.
      If
      there is more than one tenant, the obligations hereunder imposed upon Tenant
      shall be joint and several. The headings or titles of this Lease shall have
      no
      effect upon the construction or interpretation of any part hereof.

     

    30.4 Entire
      Agreement

     

     


    
      
        
        

      

      
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    .
      This instrument, and that certain side letter agreement re: Cash Flow
      Participation (“Side
      Letter”)
      between Landlord and Tenant of even date herewith, along with any exhibits
      and
      attachments or other documents affixed hereto constitute the entire and
      exclusive agreement between Landlord and Tenant with respect to the Premises
      and
      the estate and interest leased to Tenant hereunder. This instrument and said
      exhibits and attachments and other documents may be altered, amended, modified
      or revoked only by an instrument in writing signed by both Landlord and Tenant.
      Landlord and Tenant hereby agree that all prior or contemporaneous oral and
      written understandings, agreements or negotiations relative to the leasing
      of
      the Premises are merged into and revoked by this instrument and the Side
      Letter.

     

    30.5 Successors
      and Assigns

     

    .
      Subject to the provisions of Article 14
      relating to Assignment and Sublease, this Lease (including the Side Letter)
      is
      intended to and does bind the heirs, executors, administrators and assigns
      of
      any and all of the parties hereto.

     

    30.6 Notices

     

    .
      All notices, consents, approvals, requests, demands and other communications
      (collectively “notices”)
      which Landlord or Tenant are required or desire to serve upon, or deliver to,
      the other shall be in writing and mailed postage prepaid by certified or
      registered mail, return receipt requested, or by personal delivery, to the
      appropriate address indicated below, or at such other place or places as either
      Landlord or Tenant may, from time to time, designate in a written notice given
      to the other. If the term “Tenant” in this Lease refers to more than one person
      or entity, Landlord shall be required to make service or delivery, as aforesaid,
      to any one of said persons or entities only. Notices shall be deemed
      sufficiently served or given at the time of personal delivery or three (3)
      days
      after the date of mailing thereof; provided, however, that any notice of default
      to Tenant under Article 22
      shall be hand-delivered to the Premises. Any notice, request, communication
      or
      demand by Tenant to Landlord shall be addressed to the Landlord at the Office
      of
      the Building with a copy to Paul S. Rutter, Esq., Gilchrist & Rutter
      Professional Corporation, 1299 Ocean Avenue, Suite 900, Santa Monica,
      California 90401, and if requested in writing by the Landlord, given or
      served simultaneously to the Landlord’s mortgagee at the address specified in
      such request. Any notice, request, communication or demand by Landlord to Tenant
      shall be addressed to: 

     

    Maguire
      Properties, L.P.

    333
      South Grand Avenue, Suite 400

    Los
      Angeles, CA 90071

    Fax:
      213-533-5100

    


    (and
      after the Commencement Date, to the Premises)

    


    and
      in the case of any notice pertaining to a certificate under Section
      33.14,
      Non-Disturbance Agreements or Events of Default with a copy to:

     

    Mark
      Lammas, Esq.

    333
      South Grand Avenue, Suite 400

    Los
      Angeles, CA 90071

    Fax:
      213-533-5100

    


    Rejection
      or other refusal to accept a notice, request, communication or demand or the
      inability to deliver the same because of a changed address of which no notice
      was given shall be deemed to be receipt of the notice, request, communication
      or
      demand sent.

     

    30.7 Severability

     

    .
      If any term or provision of this Lease, the deletion of which would not
      adversely affect the receipt of any material benefit by either party hereunder,
      shall be held invalid or unenforceable to any extent, the remaining terms,
      conditions and covenants of this Lease shall not be affected thereby and each
      of
      said terms, covenants and conditions shall be valid and enforceable to the
      fullest extent permitted by law.

     

     


    
      
        
        

      

      
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    30.8 Time
      of Essence

     

    .
      Time is of the essence of this Lease and each provision hereof in which time
      of
      performance is established.

     

    30.9 Governing
      Law

     

    .
      This Lease shall be governed by, interpreted and construed in accordance with
      the laws of the State of California.

     

    30.10 Attorneys’
      Fees

     

    .
      If any action or proceeding (including any appeal thereof) is brought by
      Landlord or Tenant (whether or not such action is prosecuted to judgment) to
      enforce its respective rights under this Lease or to enforce a judgment
      (“Action”),
      (1) the unsuccessful party therein shall pay all costs incurred by the
      prevailing party therein, including reasonable attorneys’ fees and costs to be
      fixed by the court, and (2) as a separate right, severable from any other
      rights set forth in this Lease, the prevailing party therein shall be entitled
      to recover its reasonable attorneys’ fees and costs incurred in enforcing any
      judgment against the unsuccessful party therein, which right to recover
      post-judgment attorneys’ fees and costs shall be included in any such judgment.
      The parties hereto hereby waive any right to a trial by jury. The right to
      recover post-judgment attorneys’ fees and costs shall (i) not be deemed
      waived if not included in any judgment, (ii) survive the final judgment in
      any Action, and (iii) not be deemed merged into such judgment. The rights
      and obligations of the parties under this Section 30.10
      shall survive the termination of this Lease.

     

    30.11 Light
      and Air

     

    .
      Any diminution or shutting off of light, air or view by any structure which
      may
      be erected on lands adjacent to the Building or any other portion of the Project
      shall in no manner affect this Lease or impose any liability whatsoever on
      Landlord. 

     

    30.12 Bankruptcy
      Prior to Commencement

     

    .
      If, at any time prior to the Commencement Date, any action is taken by or
      against Tenant in any court pursuant to any statute pertaining to bankruptcy
      or
      insolvency or the reorganization of Tenant, Tenant makes any general assignment
      for the benefit of creditors, a trustee or receiver is appointed to take
      possession of substantially all of Tenant’s assets or of Tenant’s interest in
      this Lease, or there is an attachment, execution or other judicial seizure
      of
      substantially all of Tenant’s assets or of Tenant’s interest in this Lease, then
      this Lease shall ipso facto
      be canceled and terminated and of no further force or effect. In such event,
      neither Tenant nor any person claiming through or under Tenant or by virtue
      of
      any statute or of any order of any court shall be entitled to possession of
      the
      Premises or any interest in this Lease and Landlord shall, in addition to any
      other rights and remedies under this Lease, be entitled to retain any rent,
      security deposit or other monies received by Landlord from Tenant as liquidated
      damages.

     

    30.13 Force
      Majeure

     

    .
      Neither Landlord nor Tenant shall not be liable for any failure to comply or
      delay in complying with its obligations hereunder if such failure or delay
      is
      due to acts of God, inability to obtain labor, strikes, or lockouts (except
      as
      each of the foregoing may be caused by the claiming party’s acts or omissions,
      such as violation of a collective bargaining agreement), lack of materials,
      changes in law (including the adoption of legislation, ordinances, initiatives
      or referenda and the issuance of any court order), enemy actions, acts of
      terrorism, civil commotion, riot, insurrection, war, fire, earthquake,
      unavoidable casualty or other similar causes beyond the claiming party’s
      reasonable control and not caused by the claiming party’s negligence or willful
      misconduct (all of which events are herein referred to as “force
      majeure”
      events); provided however, nothing in this section shall excuse Tenant from
      its
      obligation to timely pay rent (except where this Lease specifically provides
      for
      rent abatement, Tenant shall receive an abatement of rent), and provided,
      further, that the claiming party shall use commercially reasonable efforts
      to
      overcome or mitigate the effect of each force majeure event. It is expressly
      agreed that Landlord shall not be obliged to settle any strike to avoid a force
      majeure event from continuing.

     

     


    
      
        
        

      

      
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    30.14 Applicable
      Laws

     

    .
      Tenant shall not do anything or suffer anything to be done in or about the
      Premises which will in any way conflict with any law, statute, ordinance or
      other governmental rule, regulation or requirement now or hereafter in effect
      including without limitation the Americans with Disabilities Act of 1990
      (“Applicable
      Laws”).
      Subject to the provisions of Section 3.3
      and Section
      30.14(c),
      (a) any costs of compliance with Applicable Laws related to the Tenant
      Improvements installed by or for Tenant shall be the sole responsibility of
      Tenant, (b) Landlord shall be responsible for compliance with the all
      Applicable Laws with respect to areas of the Project not within the premises
      of
      individual tenants, except for compliance measures required due to a particular
      tenant’s use, occupancy, repair or alteration, for which the individual tenant
      involved shall be responsible and (c) Landlord, and not Tenant, shall be
      responsible for making changes to the Base Building Improvements or the Building
      Systems in order to comply with Applicable Laws (provided the costs incurred
      in
      connection with such changes may be included in the Operating Expenses in
      accordance with and to the extent permitted by the terms of Article 5)
      unless such changes are required due to Tenant’s particular use, occupancy,
      repair or alteration of the Premises (as opposed to use, occupancy, repair
      or
      alteration for normal or customary office purposes by tenants generally).
      Landlord represents to Tenant that Landlord has received a certificate of
      occupancy for the Building, and that to the best knowledge of Landlord the
      Building has been constructed in compliance with all Applicable Laws existing,
      effective and enforced with respect to the Project at the time of construction;
      provided that the foregoing representation shall not apply to a failure to
      comply with any Applicable Law where such failure results from a reasonable
      misinterpretation or misunderstanding of such laws caused by an ambiguity in
      such laws or their applicability to the Project.

     

    30.15 Estoppel
      Certificates

     

    .
      Tenant and Landlord shall at any time and from time to time upon not less than
      fifteen (15) days prior notice by the other Party, execute and deliver to the
      requesting Party a statement in writing certifying that this Lease is unmodified
      and in full force and effect (or if there have been modifications, that the
      same
      is in full force and effect as modified and stating the modifications), the
      dates to which the Basic Rent, Additional Rent and other charges have been
      paid
      in advance, if any, stating whether or not to the best knowledge of the
      certifying Party, the requesting Party is in default in the performance of
      any
      covenant, agreement or condition contained in this Lease and, if so, specifying
      each such default of which the certifying Party may have knowledge and
      containing any other information and certifications which reasonably may be
      requested by the requesting Party or its lenders or Affiliates. Any such
      statement delivered pursuant to this Section 30.15
      may be relied upon by any prospective purchaser of the fee of the Building
      or
      the Project or any mortgagee, ground lessor or other like encumbrancer thereof
      or any assignee of any such encumbrancer upon the Building or the Project or
      any
      assignee, sublessee, purchaser or lender of or to Tenant. Failure of the
      certifying Party to timely execute and deliver such a statement shall constitute
      acceptance and acknowledgement by the certifying Party that all information
      included in the statement provided by the requesting Party is true and
      correct.

     

    30.16 Examination
      of Lease

     

    .
      The submission of this instrument for examination or signature by Tenant,
      Tenant’s agents or attorneys, does not constitute a reservation of, or an option
      to lease, and this instrument shall not be effective or binding as a lease
      or
      otherwise until its execution and delivery by both Landlord and
      Tenant.

     

    30.17 Partner
      Liability

     

    .
      Tenant acknowledges that Landlord is a limited liability company formed under
      the laws of the State of California. Tenant agrees that, in any action arising
      out of or relating to the performance of this Lease, Tenant will proceed only
      against Landlord or its successors and assigns and not against any manager
      or
      member of Landlord (or in any entity to which Landlord may assign this Lease),
      or any of such manager’s or member’s directors, officers, employees, agents,
      shareholders, partners, managers, members or affiliates. Notwithstanding
      anything in this Lease or any law to the contrary, the liability of Landlord
      hereunder (including any successor landlord hereunder) and any recourse by
      Tenant against Landlord shall be limited solely to the interest of Landlord
      in
      the Project and to the other assets of Landlord (but not of its constituent
      members) and neither Landlord, nor any of its constituent partners, subpartners,
      managers or members, nor any of their respective affiliates, partners, managers,
      ,members, directors, officers, employees, agents or shareholders shall have
      any
      personal liability therefor, and Tenant, for itself and all persons 

     


    
      
        
        

      

      
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    claiming
      by, through or under Tenant, expressly waives and releases Landlord and such
      related persons and entities from any and all personal liability. The provisions
      of this Section 30.17
      are enforceable by both Landlord and any member or manager of Landlord, and
      shall survive the expiration or earlier termination of this Lease.

     

    30.18 No
      Discrimination

     

    .
      Tenant covenants by and for itself, its successors, heirs, executors,
      administrators and assigns, and all persons claiming under or through Tenant,
      and this Lease is made and accepted upon and subject to the following
      conditions: that there shall be no discrimination against or segregation of
      any
      person or group of persons, on account of age, race, color, creed, sex, sexual
      orientation, religion, marital status, ancestry or national origin in the
      leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the
      Premises, nor shall Tenant itself, or any person claiming under or through
      Tenant, establish or permit such practice or practices of discrimination or
      segregation with reference to the selection, location, number, use or occupancy,
      of tenants, lessees, sublessees, subtenants or vendees in the
      Premises.

     

    30.19 Execution
      by Corporation

     

    .
      If Tenant is a corporation, then the persons executing this Lease on behalf
      of
      Tenant represent and warrant to Landlord that they are duly authorized to
      execute and deliver this Lease on Tenant’s behalf in accordance with a duly
      adopted resolution of the board of directors of Tenant, a copy of which is
      to be
      delivered to Landlord on execution hereof, and in accordance with the Bylaws
      of
      Tenant, and that this Lease is binding upon Tenant in accordance with its
      terms.

     

    30.20 Arbitration

     

    .
      The submittal of all matters to arbitration in accordance with the terms of
      this
Section 30.20
      is the sole and exclusive method, means and procedure to resolve any and all
      claims, disputes or disagreements arising under this Lease, including, but
      not
      limited to any defaults by Landlord, or any defaults by Tenant, except for
      (i) disputes for which a different resolution determination is specifically
      set forth in this Lease, including disputes as to the Fair Market Rental Rate,
      (ii) all claims by either party which (A) seek anything other than
      enforcement of rights under this Lease, or (B) are primarily founded upon
      matters of fraud, willful misconduct, bad faith or any other allegations of
      tortious action, and seek the award of punitive or exemplary damages, or
      (C) seek injunctive relief in order to protect against an irreparable
      injury, and (iii) claims relating to Landlord’s exercise of any unlawful
      detainer rights pursuant to California law or rights or remedies used by
      Landlord to gain possession of the Premises or terminate Tenant's right of
      possession to the Premises, which disputes shall be resolved by suit filed
      in
      the Superior Court of Los Angeles County, California, the decision of which
      court shall be subject to appeal pursuant to applicable law. The parties hereby
      irrevocably waive any and all rights to the contrary and shall at all times
      conduct themselves in strict, full, complete and timely accordance with the
      terms of this Section 30.20
      and all attempts to circumvent the terms of this Section 30.20
      shall be absolutely null and void and of no force or effect whatsoever. As
      to
      any matter submitted to arbitration (except with respect to the payment of
      money) to determine whether a matter would, with the passage of time, constitute
      a default, such passage of time shall not commence to run until any such
      affirmative arbitrated determination, as long as it is simultaneously determined
      in such arbitration that the challenge of such matter as a potential Tenant
      default was made in good faith. As to any matter submitted to arbitration with
      respect to the payment of money, to determine whether a matter would, with
      the
      passage of time, constitute a default, such passage of time shall not commence
      to run in the event that the party which is obligated to make the payment does
      in fact make the payment to the other party. Such payment can be made “under
      protest,” which shall occur when such payment is accompanied by a good faith
      notice stating the reasons that the party has elected to make a payment under
      protest. Such protest will be deemed waived unless the subject matter identified
      in the protest is submitted to arbitration as set forth in this Section 30.20.

     

    (a) The
      party desiring arbitration hereunder shall give written notice thereof to the
      other specifying the dispute to the arbitrated. Within ten (10) days after
      the
      date on which the arbitration procedure is invoked as provided in this Lease,
      each party shall appoint an Experienced Arbitrator and notify the other party
      of
      the Experienced Arbitrator’s name and address. For purposes of this Section 30.20,
      an “Experienced
      Arbitrator”
      is defined as a licensed lawyer who has been active over the ten (10) year
      period ending on the date of such appointment in the leasing of first-class
      office projects, but who has at no time ever represented or acted on behalf
      of


     


    
      
        
        

      

      
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    any
      of the parties. The party who selects the Experienced Arbitrator may not consult
      with (except in the presence of, and with the agreement of, the other party)
      such Experienced Arbitrator, directly or indirectly, before or after his or
      her
      selection, to determine such Experienced Arbitrator’s position on the issue
      which is the subject of the dispute or with respect to any other matter directly
      or indirectly pertaining to the issues which are the subject of the arbitration.
      If any party fails to so appoint an Experienced Arbitrator and notify the other
      party of such Experienced Arbitrator’s name and address, an Experienced
      Arbitrator shall be appointed pursuant to the same procedure that is followed
      when agreement cannot be reached as to the third Experienced Arbitrator. Within
      ten (10) days after the appointment of the second Experienced Arbitrator and
      notice to the other party of such Experienced Arbitrator’s name and address, the
      two (2) Experienced Arbitrators so appointed shall appoint a third Experienced
      Arbitrator as described above and shall notify both parties of the third
      Experienced Arbitrator’s name and address. If the three (3) Experienced
      Arbitrators to be so appointed are not appointed within thirty (30) days after
      the date the arbitration procedure is invoked as provided in this Lease, then
      the final Experienced Arbitrator shall be appointed as quickly as possible
      by
      any court of competent jurisdiction, by any licensing authority, agency or
      organization having jurisdiction over such lawyers, by any professional
      association of lawyers in existence for not less than ten (10) years at the
      time
      of such dispute or disagreement and the geographical membership boundaries
      of
      which extend to the County of Los Angeles or by any arbitration association
      or
      organization in existence for not less than ten (10) years at the time of such
      dispute or disagreement and the geographical boundaries of which extend to
      the
      County of Los Angeles. Any such court, authority, agency, association or
      organization shall be entitled either to directly select such third lawyer
      or to
      designate in writing, delivered to each of the parties, an individual who shall
      do so. The Experienced Arbitrator or Experienced Arbitrators so selected shall
      furnish Landlord and Tenant with a written decision within thirty (30) days
      after the date of selection of the last of the Experienced Arbitrators to be
      so
      selected. Any decision so submitted shall be signed by a majority of the
      Experienced Arbitrators. In the event of any subsequent vacancies or inabilities
      to perform among the Experienced Arbitrators appointed, the Experienced
      Arbitrator or Experienced Arbitrators involved shall be replaced in accordance
      with the provisions of this Section
      30.20
      as if such replacement was an initial appointment to be made under this
Section 30.20
      within the time constraints set forth in this Section 30.20,
      measured from the date of notice of such vacancy or inability to the person
      or
      persons required to make such appointment, with all the attendant consequences
      of failure to act timely if such appointment person is a party hereto. In
      designating Experienced Arbitrators and in deciding the dispute, the Experienced
      Arbitrators shall utilize their utmost skill and act diligently in accordance
      with the Commercial Rules of Arbitration then in force of the American
      Arbitration Association, subject, however, to such limitations as may be placed
      upon them by the provisions of this Lease.

     

    (b) The
      Experienced Arbitrators appointed pursuant to this Section 30.20
      shall (i) enforce and interpret the rights and obligations set forth in the
      Lease to the extent not prohibited by law, (ii) fix and establish any and
      all rules as it shall consider appropriate in its sole and absolute discretion
      to govern the proceedings before it, including any and all rules of discovery,
      procedure and/or evidence, and (iii) make and issue any and all orders,
      final or otherwise, and any and all awards, as a court of competent jurisdiction
      sitting at law or in equity could make and issue and as it shall consider
      appropriate in its sole and absolute discretion, including the awarding of
      monetary damages (but shall not award consequential damages to either party
      and
      shall not award punitive damages except in situations involving knowing fraud
      or
      egregious conducted condoned by, or performed by, the person who, in essence,
      occupies the position which is the equivalent of the chief executive officer
      of
      the party against whom damages are to be awarded), and the awarding of
      reasonable attorneys’ fees and costs to the prevailing party as determined by
      the Experienced Arbitrators in their sole discretion, and the issuance of
      injunctive relief. If the party against whom the award is issued complies with
      the award within the time period established by the Experienced Arbitrators,
      then no event of default will be deemed to have occurred, unless the event
      of
      default pertained to the non-payment of money by either party, and such party
      failed to make such payment under protest.

     

    (c) The
      decision of the Experienced Arbitrators shall be final and binding, may be
      confirmed and entered by any court of competent jurisdiction at the request
      of
      any party and may not be appealed to any court of competent jurisdiction or
      otherwise except upon a claim of fraud on the part of the Experienced
      Arbitrators, or on the basis of a mistake as to the applicable law. The
      Experienced Arbitrators shall retain jurisdiction over any dispute until its
      award has been implemented, and judgment on any such award may be entered in
      any
      court having appropriate jurisdiction.

     

    (d) Subject
      to the last three sentences of the first paragraph of this Section 30.20,
      neither party shall be in default hereunder with respect to any provision hereof
      during the time period commencing as of the 

     


    
      
        
        

      

      
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    initial
      notice of desire to arbitrate and ending on the date of resolution by the
      Experienced Arbitrators; provided, however, that during said period each party
      shall continue to make all payments of money required by this Lease and shall
      otherwise perform all duties and obligations required to be performed by such
      party under this Lease and, with respect to the issue under arbitration, shall
      maintain the status quo.

     

    30.21 Survivability

     

    .
      In the event that Landlord or Tenant lawfully terminate this Lease, the
      provisions of this Lease shall otherwise remain in effect to the extent
      necessary to allow Landlord and Tenant to enforce rights and obligations
      accruing prior to the termination of this Lease and attributable to the period
      of time prior to the termination of this Lease.

     

    30.22 Payment

     

    .
      Whenever Tenant or Landlord is required to make a payment to the other on demand
      under this Lease, or if no specific time period is set forth, such payment
      shall
      be due thirty (30) days after written demand.

     

    30.23 Satellite
      Dish

     

    .
      Tenant shall have the right to install one (1) satellite dish on the roof of
      the
      Building, subject to and in accordance with the Rooftop Satellite Dish License
      Agreement attached hereto as Exhibit
      “F.”

     

    30.24 Demised
      Premises

     

    .
      Within thirty (30) days after receipt of a notice from Tenant that it elects
      to
      have its Premises demised separately from the remaining space on the floor
      (“Demise
      Notice”),
      Landlord at its sole cost and expense shall commence to cause the Premises
      to be
      separately demised by installing demising walls, corridors, entrance and exit
      doors and shall finish the elevator lobby, corridor and demising walls to the
      extent visible from outside the Premises with building standard materials
      comparable to those used on the third floor of the Building and shall finish
      the
      interior (facing the inside of Tenant’s Premises) side of the corridor walls and
      demising walls using building standard materials and finishes that are
      comparable to the then existing finishes in Tenant’s Premises (“Demising
      Work”).
      Once commenced, Landlord shall cause the Demising Work to be completed as soon
      as reasonably possible and shall perform such Demising Work after 6:00 p.m.
      and
      before 6:00 a.m. on weekdays and on Saturday and Sunday to cause as little
      interference with Tenant’s business operations as possible. Tenant may not send
      the Demise Notice unless (i) Robert F. Maguire III is no longer a senior
      executive of Tenant or (ii) Robert F. Maguire III no longer owns at least
      fifteen percent (15%) of the direct or indirect interests in
      Tenant.

     

    [Signatures
      on Following Page]

     

     


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    


     

    


     

    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date
      set
      forth in the first paragraph above.

     

    


    
      


      
        	
                LANDLORD:

              
	 	 	 
	
                MAGUIRE
                  PARTNERS - 1733 OCEAN, LLC,

              
	
                a
                  California limited liability company

              
	 	 	 
	
                By:

              	
                MP-1733
                  OCEAN MANAGER I, INC.,

              
	 	
                a
                  California corporation

              
	 	
                Its
                  Manager

              
	 	 	 
	 	
                By:

              	
                /s/
                  Robert F. Maguire III

              
	 	 	
                Name:
                  Robert F. Maguire III

              
	 	 	
                Title:
                  President

              


      

       

      
 

      
        	
                TENANT:

              
	 	 	 
	
                MAGUIRE
                  PROPERTIES, L.P.,

              
	
                a
                  Maryland limited partnership

              
	 	 	 
	
                By:

              	
                MAGUIRE
                  PROPERTIES, INC.,

              
	 	
                a
                  Maryland corporation

              
	 	
                Its
                  General Partner

              
	 	 	 
	 	
                By:

              	
                /s/
                  Richard I Gilchrist

              
	 	 	
                Name:
                  Richard I Gilchrist

              
	 	 	
                Title:
                  Co-CEO and President