exv10w14






Exhibit 10.14




LEASE




HINES REIT ONE WILSHIRE LP, a

Delaware limited partnership,



as Landlord,



and



CRG WEST ONE WILSHIRE, L.L.C.,

a Delaware limited liability company,



as Tenant



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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS
	 	 	14	 
	ARTICLE 2 INITIAL LEASE TERM; OPTION TERM
	 	 	16	 
	ARTICLE 3 BASE RENT
	 	 	18	 
	ARTICLE 4 ADDITIONAL RENT
	 	 	18	 
	ARTICLE 5 USE OF PREMISES AND BUILDING
	 	 	28	 
	ARTICLE 6 SERVICES, UTILITIES AND EQUIPMENT
	 	 	29	 
	ARTICLE 7 REPAIRS
	 	 	36	 
	ARTICLE 8 ADDITIONS AND ALTERATIONS
	 	 	38	 
	ARTICLE 9 INDEMNITY; INSURANCE
	 	 	40	 
	ARTICLE 10 DAMAGE AND DESTRUCTION
	 	 	43	 
	ARTICLE 11 NONWANER
	 	 	45	 
	ARTICLE 12 CONDEMNATION
	 	 	46	 
	ARTICLE 13 ASSIGNMENT AND SUBLETTING
	 	 	47	 
	ARTICLE 14 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL
	 	 	48	 
	ARTICLE 15 HOLDING OVER
	 	 	49	 
	ARTICLE 16 ESTOPPEL CERTIFICATES
	 	 	50	 
	ARTICLE 17 SUBORDINATION
	 	 	50	 
	ARTICLE 18 DEFAULTS; REMEDIES
	 	 	50	 
	ARTICLE 19 COVENANT OF QUIET ENJOYMENT
	 	 	54	 
	ARTICLE 20 SIGNS
	 	 	54	 
	ARTICLE 21 RIGHT OF FIRST OFFER
	 	 	55	 
	ARTICLE 22 LATE CHARGES AND INTEREST
	 	 	59	 
	ARTICLE 23 TENANT PARKING
	 	 	59	 
	ARTICLE 24 MISCELLANEOUS PROVISIONS
	 	 	59	 
	ARTICLE 25 LETTER OF CREDIT
	 	 	64	 






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(i)









 








LEASE




     This Lease (the “Lease”), dated as of the date set forth below in the Summary of Basic Lease
Information (the “Summary”), is made by and between HINES REIT ONE WILSHIRE LP, a Delaware limited
partnership (“Landlord”), and CRG WEST ONE WILSHIRE, L.L.c., a Delaware limited liability company
(“Tenant”).



SUMMARY OF BASIC LEASE INFORMATION




	 	 	 	 	 	 	 
	TERMS OF LEASE	 	DESCRIPTION
	1.	 	Effective Date:	 	August 1, 2007.
	 
	 	 	 	 	 	 
	2.

	 	Premises/Building:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	2.1 Premises:	 	Subject to Articles 1.3 and 21 of this Lease, a total of
approximately 161,808 rentable square feet, consisting of:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	Suite 110 on the I st floor of the Building, consisting
of approximately 5,152 rentable square feet and more
particularly described in Exhibit A (“Suite 110”);
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	Suite 130 on the 1st floor of the Building, consisting
of approximately 715 rentable square feet and more
particularly described in Exhibit A (“Suite 130”);
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	Suite 220 on the 2nd floor of the Building, consisting
of approximately 2,261 rentable square feet and more
particularly described in Exhibit A (“Suite 220”);
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	Suite 901 on the 9th floor of the Building, consisting
of approximately 7,186 rentable square feet and more
particularly described in Exhibit A (“Suite 901”);
	 
	 	 	 	 	 	 
	 

	 	 	 	(e)
	 	An area in the Building, commonly known as P-
5/P500, consisting of approximately 440 rentable
square feet and more particularly described in
Exhibit A (“P-5”).
	 
	 	 	 	 	 	 
	 

	 	 	 	(f)
	 	An area in the Building, commonly known as P-
2/P210, consisting of approximately 568 rentable
square feet and more particularly described in
Exhibit A (“P-2”).





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	 	(g)	 	An area in the Building, commonly known as P-
l/P100, consisting of approximately 885 rentable
square feet and more particularly described in
Exhibit A (“P-1”).
	 
	 	(h)	 	Suite 830 on the 8th floor of the Building, consisting
of approximately 94 rentable square feet, and more
particularly described in Exhibit A (“Suite 830”).
	 
	 	(i)	 	Suite 2860 on the 28th floor of the Building,
consisting of approximately 287 rentable square feet,
and more particularly described in Exhibit A (“Suite 2860”).
	 
	 	(j)	 	Suite 105 on the 1st floor of the Building, consisting
of approximately 13,942 rentable square feet, and
more particularly described in Exhibit A (“Suite 105”).
	 
	 	(k)	 	Suite 240 on the 2nd floor of the Building, consisting of approximately 2,128 rentable square feet, and
more particularly described in Exhibit A (“Suite 240”).
	 
	 	(l)	 	Suite 250 on the 2nd floor of the Building, consisting
of mezzanine space to be constructed by Tenant
pursuant to Article 1.3 of this Lease and containing
approximately 5,182 rentable square feet, and more
particularly described in Exhibit A (“Suite 250”).
	 
	 	(m)	 	Suite 700 on the 7th floor of the Building, consisting
of approximately 7,485 rentable square feet and more
particularly described in Exhibit A (“Suite 700”);
	 
	 	(n)	 	Suite 710 on the 7th floor of the Building, consisting
of approximately 2,839 rentable square feet and more
particularly described in Exhibit A (“Suite 710”);
	 
	 	(o)	 	Suite 805 on the 8th floor of the Building, consisting
of approximately 5,640 rentable square feet and more
particularly described in Exhibit A (“Suite 805”);
	 
	 	(p)	 	Suite 905 on the 9th floor of the Building, consisting
of approximately 1,070 rentable square feet and more
particularly described in Exhibit A (“Suite 905”);
	 
	 	(q)	 	Suite 1010 on the 10th floor of the Building,




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	 	 	 	consisting of approximately 4,505 rentable square
feet and more particularly described in Exhibit A
(“Suite 1010”);
	 
	 	(r)	 	Suite 1014 on the 10th floor of the Building, consisting of approximately 1,501 rentable
square feet and more particularly described in Exhibit A
(“Suite 1014”);
	 
	 	(s)	 	Suite 1100 on the 11th floor of the Building,
consisting of approximately 13,277 rentable square
feet and more particularly described in Exhibit A
(“Suite 1100”);
	 
	 	(t)	 	Suite 1140 oft the 11th floor of the Building,
consisting of approximately 6,481 rentable
square feet and more particularly described in Exhibit A
(“Suite 1140”);
	 
	 	(u)	 	Suite 1717 on the 17th floor of the Building,
consisting of approximately 2,675 rentable square
feet and more particularly described in Exhibit A
(“Suite 1717”);
	 
	 	(v)	 	Suite 1900 on the 19th floor of the Building,
consisting of approximately 24,988 rentable square
feet and more particularly described in Exhibit A
(“Suite 1900”);
	 
	 	(w)	 	Suite 2700 on the 27th floor of the Building,
consisting of approximately 25,810 rentable square
feet and more particularly described in Exhibit A
(“Suite 2700”);
	 
	 	(x)	 	Suite 2800 on the 28th floor of the Building,
consisting of approximately 11,654 rentable square
feet and more particularly described in Exhibit A
(“Suite 2800”);
	 
	 	(y)	 	Suite 3100 on the 31 st floor of the Building,
consisting of approximately 477 rentable square feet
and more particularly described in Exhibit A (“Suite
3100”);




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	 	(z)	 	Suite 823 on the 8th floor of the Building, consisting
of approximately 2,206 rentable square feet and more
particularly described in Exhibit A (“Suite 823”);
	 
	 	(aa)	 	Suite 823B on the 8th floor of the Building,
consisting of approximately 338 rentable square feet
and more particularly described in Exhibit A (“Suite
823B”);
	 
	 	(bb)	 	Suite 825 on the 8th floor of the Building, consisting
of approximately 2,198 rentable square feet and more
particularly described in Exhibit A (“Suite 825”);
	 
	 	(cc)	 	Suite 900 on the 9th floor of the Building, consisting
of approximately 3,810 rentable square feet and more
particularly described in Exhibit A (“Suite 900”);
	 
	 	(dd)	 	Suite 902 on the 9th floor of the Building, consisting
of approximately 304 rentable square feet and more
particularly described in Exhibit A (“Suite 902”);
	 
	 	(ee)	 	Suite 930 on the 9th floor of the Building, consisting
of approximately 842 rentable square feet and more
particularly described in Exhibit A (“Suite 930”);
	 
	 	(ff)	 	Suite 1130 on the 11th floor of the Building,
consisting of approximately 2,512 rentable square
feet and more particularly described in Exhibit A
(“Suite 1130”);
	 
	 	(gg)	 	Suite 1220 on the 12th floor of the Building,
consisting of approximately 1,656 rentable square
feet and more particularly described in Exhibit A
(“Suite 1220”); and
	 
	 	(hh)	 	Suite 1221 on the 12th floor of the Building,
consisting of approximately 700 rentable square feet
and more particularly described in Exhibit A (“Suite
1221”),






The Premises are summarized below in Section 13 of the
Summary of Basic Lease Information, in the Section titled
“Summary”.




If the Premises at any time include one or more floors in
their entirety, all corridors, elevator lobbies and restroom
facilities located on such full floor(s) shall be considered


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part of the Premises, but shall be subject to the restrictions
set forth in Section 7 of the Summary below.




Tenant’s rights to the Premises include the non-exclusive
right to use and, upon reasonable prior notice to Landlord,
to access and enter, at no additional charge (except as may
be otherwise provided in this Lease), the common area
janitorial closets, and the common area electrical and
telephone rooms, that serve the Premises and are located
outside the Premises in the Building and/or Project as
reasonably necessary for Tenant’s effective and efficient use
of the Premises for the Permitted Use to service Tenant’s
and its customers’ equipment that is located in the Premises,
Building or Project. Tenant shall also have the non-exclusive right with respect to each demised portion of the
Premises to use and, upon reasonable prior notice to
Landlord (except in the event of emergency, in which case
no notice shall be required), to access and enter, at no
additional charge, any space that is located immediately
above the ceilings of such demised portion of the Premises
and immediately below the floor slab of the floor next
above, to the extent reasonably necessary to service
Tenant’s and its customers’ equipment in such demised
portion of the Premises and to run properly insulated and
identified wires, cables and other conduits to such demised
portion of the Premises and Tenant’s and its customers’
equipment therein and to use such space as reasonably
necessary for providing utility services to such demised
portion of the Premises. Tenant shall also be permitted, at
no additional charge (except as may be otherwise provided
in this Lease), the non-exclusive right to run properly
insulated and identified cabling and wiring through the
risers in the Building and/or Project to the extent reasonably
necessary to service Tenant’s and its customers’ equipment
in the Premises, Building or Project.




Notwithstanding the foregoing, Tenant’s utilization of and
access to and entry into such risers, ceiling space, electrical
closets and telephone rooms, and the Supp lemental Areas
and all other areas of the Building or Project located outside
the Premises to which Tenant has rights to use under this
Lease (including Articles 1.5 and 6.9 of this Lease), and the
installation, testing, placement, use, operation, removal and
alteration 0 f any Supplemental Equipment therein, shall be:
(i) except as may be otherwise set forth in this Lease, at
Tenant’s sole cost and expense; (ii) limited to the purposes
for which the same were intended; (iii) in compliance with


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all Applicable Laws and the other applicable provisions of
this Lease (including Articles 7 and 8 of this Lease); (iv) in
accordance with plans and specifications and in locations to
be approved by Landlord in its reasonable discretion with
respect to any such risers, ceiling space, electrical closets
and telephone room, equipment therein and, except as may
be set forth in this Lease, Supplemental Equipment and
Supplemental Areas (or sole and absolute discretion to the
extent the same would result in a Design Problem, as
defined in Article 8.1 of this Lease); (v) outside the
Premises, except as may be otherwise set forth in this
Lease, subject to the non-exclusive rights of Landlord and
other tenants and occupants (as previously or hereafter
granted by Landlord) to use and access such areas for their
operations, cabling, wiring, equipment and other intended
purposes, provided the same does not unreasonably
interfere with Tenant’s use thereof or other rights or
remedies under this Lease (and subject to available
capacity, as reasonably determined by Landlord on a pro-rata or other equitable basis, such that Landlord and such
other tenants and occupants may reasonably use and access
such areas for such purposes); (vi) subject to the applicable
TCC’s of Article 6.9 below (including Tenant’s payment of
any fees or charges with respect to such use, if any, as
expressly provided therein); (vii) subject to Tenant’s
compliance with the Rules and Regulations attached to this
Lease as Exhibit G and all other reasonable, non-discriminatory rules and regulations as may be adopted by
Landlord in writing from time to time; (viii) conducted by
Tenant in a manner (and Tenant hereby covenants to
conduct such use in a manner) that will not (A)
unreasonably interfere with Landlord’s normal and
customary operation of the Building or Project or any
portion thereof (including the Building Structure or any
Building Systems), or unreasonably interfere with the use,
occupancy, systems and/or equipment of other tenants or
occupants of the Project, provided that such use and
occupancy is for normal and customary purposes in an
office/telecommunications building that do not
unreasonably interfere with Tenant’s operations permitted
under and conducted in compliance with the TCC’s of this
Lease, or (B) cause or create a dangerous or hazardous
condition; and (ix) subject to, limited by and in compliance
with the Building’s structural and floor loads, and the
capacity of and manufacturer’s specifications for the
Building Systems. The requirements and conditions set


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forth in clauses (i) through (ix) hereinabove shall
collectively be referred to as the “Special Use Conditions”.




Notwithstanding anything to the contrary set forth herein,
with respect to Tenant’s existing manner of use and
occupancy, and Tenant’s existing equipment and other
property as of the Lease Commencement Date, Tenant shall
not be in violation of any Special Use Conditions if the
violation exists as a result of any action by Landlord on or
after the Lease Commencement Date.




To the extent any mechanical rooms, electrical closets and
telephone rooms are located exclusively within the
Premises and contain no system, wiring, cabling or other
item related to either the Building Structure and/or the
Building Systems or to any systems or equipment of any
tenant or occupant of the Project other than Tenant, no prior
consent of Landlord shall be required with respect to
Tenant’s use of such areas, but any such use shall be (A) for
the purposes for which such areas were intended, (B)
subject to Tenant’s compliance with the other provisions of
this Lease, the Rules and Regulations attached to this Lease
as Exhibit G, and any other reasonable, non-discriminatory
rules and regulations adopted by Landlord as may adopted
by Landlord in writing from time to time in connection with
such use, and (C) conducted by Tenant in a manner (and
Tenant hereby covenants to conduct such use in a manner)
that will not unreasonably interfere with Landlord’s
operation of the Building or Project or any portion thereof
(including any Building Systems), or the use, occupancy,
operations, systems and/or equipment of other tenants or
occupants of the Project that do not unreasonably interfere
with Tenant’s operations permitted under and conducted in
compliance with the TCC’s of this Lease.


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Additionally, without limiting the foregoing, provided no
applicable Special Use Condition is violated as a result
thereof and Tenant otherwise complies with all of the other
TCC’s of this Lease (including, without limitation, the
foregoing provisions of this Section 2.1, Section 7 of the
Summary and Article 6.9 of this Lease), Tenant shall have
the exclusive right to use, at no additional charge (other
than Tenant’s payment of an utilities costs of operation), the
equipment, and areas in the Building upon which such
equipment is located, set forth on Exhibit B attached hereto
(including, without limitation, the generators and generator
pads set forth therein), including, without limitation, space
and antennas for the roof space of the Building set forth on
Exhibit B attached hereto. Notwithstanding the fact that
Tenant must (or may, as applicable), leave certain property
in the Building, during the entire Lease Term (as may be
extended), as set forth in this Lease, Tenant shall remain the
owner of all such equipment and property, for all purposes
(including, without limitation, for depreciation), including,
without limitation, the Supplemental Equipment.



	 	 	 	 	 	 	 	 	 

	 

	 	2.2	Building:
	 	The building located at 624 S. Grand Avenue, Los Angeles,
California 90017, containing approximately 661,553
rentable square feet.
	 
	 	 	 	 	 	 	 	 
	3.

	 	Lease Term:
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	3.1	Length of Term:
	 	Ten (10) years, subject to extension or earlier termination in
accordance with the terms of this Lease.
	 
	 	 	 	 	 	 	 	 
	 

	 	3.2	Lease
Commencement
Date:
	 	August 1, 2007.
	 
	 	 	 	 	 	 	 	 
	 

	 	3.3	Lease Expiration
Date:
	 	July 31, 2017.
	 
	 	 	 	 	 	 	 	 
	4.

	 	Base Rent:
	 	 	 	 	Base Rent shall be payable in the amounts set forth below
in Section 13 of this Summary of Basic Lease Information,
and in accordance with Article 3 below.
	 
	 	 	 	 	 	 	 	 
	5.

	 	Base Year:
	 	 	 	 	Calendar year 2007.




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	6.

	 	Tenant’s Share:
	 	Subject to Article 1.3 of this Lease, 24.173% in the
aggregate, with Tenant’s Share for each applicable portion
of the Premises as set forth on Exhibit E. It is
acknowledged by the parties that, for purposes of
calculating Tenant’s Share, the space known as PI, P2 and
P5 (collectively, the “Storage Space”) is not included as
part of the Premises.
	 
	 	 	 	 
	7.

	 	Permitted Use:
	 	Subject to the TCC’s of this Lease, and subject to
Applicable Laws, telecommunications, communications,
internet, data transmission, and all other lawful uses related
thereto, including, without limitation, infrastructure data
center use, main distribution frame connections, meet-me-
room operations, installation, operation, testing, use and
maintenance of generators (including diesel fuel tanks
serving such generators), batteries, telecommunication,
switching, transmission, cooling and computer equipment
and infrastructure in the Premises, as well as Co location (as
defined below). Tenant may also use any portion of the
Premises for office and storage uses. It is expressly agreed
and understood that, notwithstanding anything to the
contrary in this Lease, Tenant’s existing manner of use and
occupancy, as of the Lease Commencement Date, are
Permitted Uses.
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the foregoing to the contrary, (a) Tenant
shall only use Suite 11 0 for general office purposes, and (b)
any existing corridors, elevator lobbies and restroom
facilities located on any full floor portions of the Premises
as corridors, elevator lobbies and restroom facilities,
respectively, and notwithstanding Article 8 of this Lease to
the contrary, shall not install any Alterations, improvements
equipment or property in or to such corridors, elevator
lobbies and restroom facilities which would convert or
change the character of such areas to other than corridors,
elevator lobbies and restroom facilities, respectively.





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	 	 	 	For purposes of this Lease,
“Colocation” is defined as
providing, in the ordinary course of Tenant’s business,
facilities, including, without limitation, (i) communication
network connection opportunity to customers, licensees,
suppliers, business partners and/or affiliates (collectively,
“Colocation Users”) within the Premises for which such
parties pay fees or provide other consideration based upon
access to such facilities, and wherein Co location Users may
install and operate telecommunications, data processing,
data storage and/or other equipment with the intention of
networking the same with other Colocation Users and/or
Tenant, (ii) physical space, (iii) power, and/or (iv) cooling.
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding anything to the contrary in this Lease,
Tenant shall be permitted to use the name “One Wilshire” in
its agreements with its customers or providers, marketing
and advertising, and may also use the address of the
Building and depiction of the Building in connection
therewith, provided the content of any such marketing and
advertising shall not be reasonably objectionable to owners
of Comparable Buildings (for example, if Tenant used such
name in pornographic advertising).
	 
	 	 	 	 
	8.

	 	Letter of Credit:
	 	$1,000,000.00, subject to reduction and elimination
pursuant to Article 25.
	 
	 	 	 	 
	9.

	 	Parking:
	 	Subject to Articles 2.2.1, 21 and 23, throughout the Lease
Term (as the same may be extended/renewed), Landlord
shall make available and provide to Tenant, and Tenant
shall be entitled to use the following: fifty-three (53)
unreserved covered (non-tandem) parking spaces, and
twenty (20) reserved covered (non-tandem) parking spaces
in the Building parking facility. As of the Commencement
Date, Tenant will initially be leasing nine (9) of such
reserved spaces (collectively, the “Initial Reserved
Spaces”) and fifty-three (53) of such unreserved spaces
(subject to adjustment by Tenant from time to time); the
locations for the Initial Reserved Spaces shall be set forth
on Exhibit D attached hereto. In the event Tenant
decreases its use of the Initial Reserved Spaces, then the
eliminated reserved spaces will, in the event Tenant again
elects to use the same, be in areas designated from time to
time by Landlord. Additionally, all other spaces under this
Section 9 (i.e., all unreserved spaces and all reserved spaces
in excess of the Initial Reserved Spaces) shall be in areas
designated from time to time by Landlord.





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	10. Address of Tenant:

	 	c/o CRG West, LLC
	 

	 	XXXX
	 

	 	XXXX
	 

	 	XXXX
	 
	 	 
	11. Address of Landlord:

	 	c/o Hines Interests Limited Partnership
	 

	 	XXXX
	 

	 	XXXX
	 

	 	XXXX
	 
	 	 
	12. Brokers:

	 	None.






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13. Summary: Subject to Article 1.3 below, this Section 13 sets forth below a summary of the
Premises and Tenant’s Base Rent payable for the Premises. Base Rent is subject to change in
accordance with the provisions set forth in Articles 1.3 and 3 below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Monthly Base	 	Annual Base Rent	 	 
	Location	 	RSF	 	Rent	 	per RSF	 	Annual Base Rent
	Premises Components (each of the following deemed a Component)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Suite 110
	 	 	5,152	 	 	$	8,586.67	 	 	$	20.00	 	 	$	103,040.00	 
	Suite 130
	 	 	715	 	 	$	1,191.67	 	 	$	20.00	 	 	$	14,300.00	 
	Suite 220
	 	 	2,261	 	 	$	3,768.33	 	 	$	20.00	 	 	$	45,220.00	 
	Suite 901
	 	 	7,186	 	 	$	11,976.67	 	 	$	20.00	 	 	$	143,720.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P-5
	 	 	440	 	 	$	440.00	 	 	$	12.00	 	 	$	5,280.00	 
	P-2
	 	 	568	 	 	$	568.00	 	 	$	12.00	 	 	$	6,816.00	 
	P-1
	 	 	885	 	 	$	885.00	 	 	$	12.00	 	 	$	10,620.00	 
	Suite 830
	 	 	94	 	 	$	94.00	 	 	$	12.00	 	 	$	1,128.00	 
	Suite 2860
	 	 	287	 	 	$	287.00	 	 	$	12.00	 	 	$	3,444.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Suite 105
	 	 	13,942	 	 	$	81,328.33	 	 	$	70.00	 	 	$	975,940.00	 
	Suite 240
	 	 	2,128	 	 	$	12,413.33	 	 	$	70.00	 	 	$	148,960.00	 
	Suite 250
	 	 	5,182	 	 	$	30,228.33	 	 	$	70.00	 	 	$	362,740.00	 
	Suite 700
	 	 	7,485	 	 	$	43,662.50	 	 	$	70.00	 	 	$	523,950.00	 
	Suite 710
	 	 	2,839	 	 	$	16,560.83	 	 	$	70.00	 	 	$	198,730.00	 
	Suite 805
	 	 	5,640	 	 	$	32,900.00	 	 	$	70.00	 	 	$	394,800.00	 
	Suite 905
	 	 	1,070	 	 	$	6,241.67	 	 	$	70.00	 	 	$	74,900.00	 
	Suite 1010
	 	 	4,505	 	 	$	26,279.17	 	 	$	70.00	 	 	$	315,350.00	 
	Suite 1014
	 	 	1,501	 	 	$	8,755.83	 	 	$	70.00	 	 	$	105,070.00	 






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	 	 	 	 	 	 	Monthly Base	 	Annual Base Rent	 	 
	Location	 	RSF	 	Rent	 	per RSF	 	Annual Base Rent
	Suite 1100
	 	 	13,277	 	 	$	77,449.17	 	 	$	70.00	 	 	$	929,390.00	 
	Suite 1140
	 	 	6,481	 	 	$	37,805.83	 	 	$	70.00	 	 	$	453,670.00	 
	Suite 1717
	 	 	2,675	 	 	$	15,604.17	 	 	$	70.00	 	 	$	187,250.00	 
	Suite 1900
	 	 	24,988	 	 	$	145,763.33	 	 	$	70.00	 	 	$	1,749,160.00	 
	Suite 2700
	 	 	25,810	 	 	$	150,558.33	 	 	$	70.00	 	 	$	1,806,700.00	 
	Suite 2800
	 	 	11,654	 	 	$	67,981.67	 	 	$	70.00	 	 	$	815,780.00	 
	Suite 3100
	 	 	477	 	 	$	2,782.50	 	 	$	70.00	 	 	$	33,390.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Suite 823
	 	 	2,206	 	 	$	9,191.67	 	 	$	50.00	 	 	$	110,300.00	 
	Suite 823B
	 	 	338	 	 	$	1,408.33	 	 	$	50.00	 	 	$	16,900.00	 
	Suite 825
	 	 	2,198	 	 	$	9,158.33	 	 	$	50.00	 	 	$	109,900.00	 
	Suite 900
	 	 	3,810	 	 	$	15,875.00	 	 	$	50.00	 	 	$	190,500.00	 
	Suite 902
	 	 	304	 	 	$	1,266.67	 	 	$	50.00	 	 	$	15,200.00	 
	Suite 930
	 	 	842	 	 	$	3,508.33	 	 	$	50.00	 	 	$	42,100.00	 
	Suite 1130
	 	 	2,512	 	 	$	10,466.67	 	 	$	50.00	 	 	$	125,600.00	 
	Suite 1220
	 	 	1,656	 	 	$	6,900.00	 	 	$	50.00	 	 	$	82,800.00	 
	Suite 1221
	 	 	700	 	 	$	2,916.67	 	 	$	50.00	 	 	$	35,000.00	 
	Total
	 	 	161,808	 	 	$	844,804.00	 	 	 	N/A	 	 	$	10,137,648.00	 






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ARTICLE 1




PREMISES,
BUILDING, PROJECT, AND COMMON AREAS



     1.1 Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises set forth in Section 2.1 of the Summary. Landlord and Tenant hereby
acknowledge and agree that the rentable square footage of the Premises as set forth in Section
2.1 of the Summary shall be conclusive for all purposes under this Lease and is not subject to
remeasurement by Landlord or Tenant. The parties hereto agree that the lease of the Premises is
upon and subject to the terms, covenants and conditions (“TCCs”) herein set forth, and Tenant and
Landlord covenant as a material part of the consideration for this Lease to keep and perform each
and all of such TCCs to be kept and performed by it and that this Lease is made upon the condition
of such performance. In exercising Tenant’s rights expressly provided in this Lease (including
Section 2.1 of the Summary and Articles 1.5 and 6.9 below) to use portions of the Building outside
the Premises, Tenant shall comply with and satisfy all of the applicable Special Use Conditions at
all times during such use.



     1.2 The Building and The Project. The term “Building,” as used herein, shall refer to
the Building set forth in Section 2.2 of the Summary. The term “Project,” as used in this
Lease, shall consist of: (i) the Building and the Common Areas and the parking facilities serving
the Building; and (ii) the land upon which the Building and the Common Areas are located. Except
as otherwise specifically set forth in this Lease, Tenant acknowledges and agrees that (A) neither
Landlord nor any agent of Landlord has made any representation or warranty regarding the condition
of the Premises, the Building or the Project or with respect to the suitability of any of the
foregoing for the conduct of Tenant’s business or the Permitted Use, (B) Landlord has no
obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the
Premises, the Building, the Project or any part thereof, and (C) Tenant shall accept the Premises,
the Building and the Project in their “AS IS” condition as of the Lease Commencement Date.



     1.3 Unavailable Suites; Suite 250 Mezzanine. The parties acknowledge that,



          (a) although Suites 105, 240 and 250 (collectively, the “Unavailable Suites”) are included as
part of the Premises, and although, subject to the terms of this Section 1.3 below, Tenant will be
paying Base Rent, Additional Rent and other amounts under this Lease with respect to the
Unavailable Suites (commencing on the Lease Commencement Date), Tenant may not have exclusive
possession of the Unavailable Suites until after the Lease Commencement Date, as further described
below and such failure to have exclusive possession thereof will not affect or reduce any of
Tenant’s obligations under this Lease;




          (b) Suite 250 is not yet physically constructed, but Tenant shall, as soon as reasonably
practicable after Landlord delivers exclusive possession of Suite 105 to Tenant as provided below
in this Section 1.3 (but without the obligation to pay any overtime or other premium and subject
to delays for force majeure or other events beyond Tenant’s reasonable control and delays caused
by Landlord or its contractors, licensees or invitees), diligently construct mezzanine space over
Suite 105 of approximately (but not less than) 3,891 rentable




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square feet (the “Mezzanine”), which Mezzanine space will be known as Suite 250 (i) in accordance
with those certain plans and specifications therefor listed on Exhibit H, (ii) in compliance with
all Applicable Laws, and (iii) in accordance with the provisions of Article 8 below; and




          (c) Suites 105 and 240 (sometimes collectively referred to herein as the “EW Suites”) are
currently occupied by and subject to a lease agreement (as amended, the “EW Lease”) with East West
Bank, a California corporation (“EW Bank”), copies of which have been made available to Tenant. The
EW Lease requires EW Bank to vacate and surrender exclusive possession of the EW Suites to Landlord
following completion of construction by Tenant of certain tenant improvements in the space adjacent
to Suite 105 as described in the EW Lease (collectively, the “EW Improvements”).




          Until the EW Termination Date (as defined below) occurs, Landlord shall not modify or amend
the EW Lease in any manner without first providing written notice thereof to Tenant, and obtaining
Tenant’s prior written consent thereto (which consent may be withheld in Tenant’s sole and
absolute discretion) if any such modifications would result in any of the following: (A) a
material adverse effect or delay beyond November 1, 2007 in Tenant’s ability to obtain exclusive
possession of the EW Suites; (B) a change in the size or location of any of the Premises or other
space to which Tenant has rights under this Lease; (C) a material adverse effect on Tenant’s
rights or remedies under this Lease; or (D) a material adverse financial effect to Tenant. Subject
to delays for force majeure or other events beyond Landlord’s reasonable control and delays caused
by EW Bank or Tenant or its employees, agents contractors, licensees or invitees, Landlord shall
use its commercially reasonable, diligent efforts (which shall not require Landlord to commence
unlawful detainer proceedings or file a lawsuit against EW Bank) to cause EW Bank to complete the
EW Improvements and obtain possession of the EW Suites from EW Bank subject to and in accordance
with the terms of the EW Lease, and deliver the EW Suites to Tenant, at the earliest possible time
permitted under the EW Lease. At such time as Landlord obtains exclusive possession of the EW
Suites from EW Bank, Landlord shall immediately deliver exclusive possession of the EW Suites to
Tenant in accordance with the terms hereof, and Tenant will thereafter construct the Mezzanine
which contains at least 3,891 rentable square feet of space. During the period (the “EW Period”)
commencing on the Lease Commencement Date and ending on the date (the “EW Termination Date”) of
Landlord’s delivery of exclusive possession of the EW Suites to Tenant in accordance with the
terms hereof, the amounts of Base Rent payable by Tenant under this Lease for the Unavailable
Suites shall be reduced by all amounts of base rent received by Landlord in connection with the EW
Lease with respect to the EW Period in excess of $20,292.00 per month (prorated for partial
months).




     The EW Suites shall be delivered by Landlord in broom-clean condition, but otherwise in its
then “AS IS” condition. Regardless of the ultimate square footage of the Mezzanine, the Premises
will be deemed to include Suite 250 (with the rentable square footage thereof set forth in Section
13 of the Summary); provided, however, Tenant shall be required to construct the Mezzanine as
provided hereinabove. The construction of the Mezzanine shall be deemed part of the “Permitted
Alterations” under Section 8.1 below.



     1.4 Common Areas. Without limiting any other rights or remedies of Tenant,
Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and
subject



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to the Rules and Regulations attached to this Lease as Exhibit G, those portions of the Project
which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants
of the Project (such areas, together with such other portions of the Project designated by
Landlord, in its reasonable discretion, are collectively referred to herein as the “Common Areas”).
The Common Areas shall consist of the “Project Common Areas” and the “Building Common Areas.” The
term “Project Common Areas,” as used in this Lease, shall mean the portion of the Project
designated as such by Landlord. The term “Building Common Areas,” as used in this Lease, shall mean
the portions of the Common Areas located within the Building designated as such by Landlord.
Landlord shall at all times maintain and operate the Common Areas in compliance with Applicable
Laws, and in a manner consistent with the “Comparable Buildings,” as such term is defined below.
Landlord reserves the right to close temporarily, make alterations or additions to, or change the
location of elements of the Project and the Common Areas (and Landlord shall use commercially
reasonable efforts to advise Tenant in advance of any such alterations, additions or changes), so
long as such alterations, additions and changes will not result in an “Adverse Condition”, which
for purposes hereof shall mean (i) any unreasonable interference with or material adverse effect on
Tenant’s access to or use of the Premises for the Permitted Use, or access to the Project parking
areas for the use of the number of parking spaces allocated to Tenant as set forth in Section 9 of
the Summary (as may be adjusted pursuant to the other provisions of this Lease), (ii) any
unreasonable interference with or material adverse effect on Tenant’s access to or use of the
Supplemental Areas or any other areas of the Building or Project outside the Premises to which
Tenant has access pursuant to this Lease, or (iii) an event which affects the location or size of
the Premises or any Supplemental Areas or any other areas of the Building or Project outside the
Premises to which Tenant has access pursuant to this Lease. Subject to the terms of this Lease and
Tenant’s compliance with the Rules and Regulations attached to this Lease as Exhibit G and with
such other reasonable, non-discriminatory Building rules and regulations promulgated in writing by
Landlord which will not result in an Adverse Condition, Tenant shall have the right of ingress and
egress to the Premises, the Building Common Areas and the Project parking areas twenty-four (24)
hours per day, seven (7) days per week. The term “Comparable Buildings” shall mean comparable
buildings in terms of quality and desirability of location, age (based upon the date of completion
of construction or major renovation as to the building containing the portion of the Premises in
question), quality of construction, level, availability and type of services and amenities, height,
size and appearance, and are located in downtown Los Angeles, California.




ARTICLE 2




INITIAL LEASE TERM; OPTION TERM



     2.1 Initial Lease Term. The TCCs of this Lease shall be effective as of the
“Effective Date” of this Lease (the Effective Date of this Lease is set forth in Section 1 of the
Summary). The term of this Lease (the “Lease Term”) shall be as set forth in Section 3.1 of the
Summary, and shall commence on the date set forth in Section 3.2 of the Summary (the “Lease
Commencement Date”). The Lease Term shall expire on the date set forth in Section 3.3 of the
Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated or extended as
provided in this Lease.



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     2.2 Option Terms.



          2.2.1 Option Rights. Landlord hereby grants Tenant three (3) options to extend the
Lease Term for the entire Premises, or any Identified Portion (as defined below), for a period of
five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this
Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion”
is defined as the Premises, less any or all of the following space, if any, designated by Tenant in
the applicable Option Exercise Notice (as defined below) as space to be eliminated from the
Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant
on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th
floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder);
and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing,
(a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable
square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable
area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space
shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as
Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any
particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated
Space (for example, if a particular First Offer Space originally added to the Premises pursuant to
Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to
eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s options shall
be exercisable only by written notice delivered by Tenant to Landlord as provided below and shall
be subject to and in accordance with the terms and conditions set forth below in this Article 2.2.
Upon the exercise by Tenant pursuant hereto of an option to extend, the Lease Term for the entire
Premises, or Identified Portion, as applicable, shall be extended for the applicable period of five
(5) years. The Lease Term for any Eliminated Space that is excluded from an Identified Portion that
is the subject of a renewal hereunder by Tenant shall expire on the date immediately preceding the
commencement of the applicable Option Term, and on or prior to such date, Tenant shall surrender
and deliver to Landlord exclusive possession of Eliminated Space to Landlord in the condition
required under Articles 8.2 and 14 of this Lease, failing which Tenant shall be deemed to be in
holdover of such applicable Eliminated Space pursuant to Article 15 below.




     2.2.2 Option Rent. The Base Rent payable by Tenant during each Option Term (if any)
(the “Option Rent”) shall be equal to the monthly Base Rent in effect immediately prior to the
commencement of the applicable Option Term, adjusted on the first day of the applicable Option
Term, and on each annual anniversary thereafter during the applicable Option Term, pursuant to
Section 3.2 below. Notwithstanding the foregoing, Base Rent during the applicable Option Term
shall not be payable for any Eliminated Space for which the Lease Term has not been extended
hereunder (unless Tenant holds over in such Eliminated Space), and, during the applicable Option
Term, Tenant’s Share for any Eliminated Space for which the Lease Term has not been extended
hereunder shall be reduced by the percentage allocated to the Eliminated Space in question under
Exhibit E attached hereto.



     2.2.3 Exercise of Options. The options contained in this Article 2.2 shall be
exercised by Tenant, if at all, in the manner set forth in this Article 2.2.3. If Tenant desires
to exercise an option to renew, Tenant shall deliver written notice (the “Option Exercise
Notice”)



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to Landlord not less than nine (9) months prior to the expiration of the then Lease Term, stating
that Tenant is exercising its option. Once Tenant delivers to Landlord an Option Exercise Notice,
the then-current Lease Term for the Premises (or applicable Identified Portion, as the case may be)
shall be extended for the applicable Option Term and Option Rent for such applicable Option Term
shall be determined as set forth above.




ARTICLE 3




BASE RENT



     3.1 General Terms. Tenant shall pay, without prior written notice or demand, to
Landlord or Landlord’s agent at the management office of the Building, or, at Landlord’s option,
at such other place in the Continental United States as Landlord may from time to time designate
in writing, base rent (“Base Rent”) as set forth in Section 13 of the Summary, payable in equal
monthly installments as set forth in Section 13 of the Summary (as may be adjusted pursuant to
this Lease), in advance on or before the first day of each and every calendar month during the
Lease Term, without any setoff or deduction (except as set forth in this Lease). If any Rent
payment date (including the Lease Commencement Date) falls on a day of the month other than the
first day of such month or if any payment of Rent is for a period which is shorter than one month,
the Rent for any fractional month shall accrue on a daily basis for the period from the date such
payment is due to the end of such calendar month or to the end of the Lease Term at a rate per day
which is equal to 1/365 of the applicable annual Rent. All other payments or adjustments required
to be made under the TCCs of this Lease that require proration on a time basis shall be prorated
on the same basis.



     3.2 Base Rent Increases. During the initial Lease Term (and any Option Term), subject
to Article 21 below, commencing on the one (1) year anniversary of the Lease Commencement Date,
and on each annual anniversary thereafter during the Lease Term (the “Adjustment Dates”), the Base
Rent set forth in Section 13 of the Summary of Basic Lease Information above (as may be adjusted
pursuant to the provisions of this Lease, including, without limitation, under Section 1.3 above)
shall be adjusted as follows: the adjusted Base Rent as of each Adjustment Date shall be the
monthly Base Rent effective on the day immediately preceding that Adjustment Date, multiplied by
one hundred three percent (103%) (i.e., multiplied by 1.03, for a 3% annual cumulative and
compounded increase in Base Rent).



ARTICLE 4




ADDITIONAL RENT



     4.1 General Terms. In addition to paying the Base Rent specified in Article 3 of this
Lease, Tenant shall pay Tenant’s Share (as may be adjusted from time to time pursuant to the
provisions of this Lease) of the annual Direct Expenses (for any calendar year during the Lease
Term which occurs after the calendar year 2007), which are in excess of the amount of Direct
Expenses applicable to the “Base Year,” as that term is defined in Article 4.2.1, below. Such
payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant
to the TCCs of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and
the Base Rent and the Additional Rent are herein collectively referred to as “Rent.”



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Tenant shall not have to pay Tenant’s Share of increases in Direct Expenses attributable to any
period of time after the Lease Term has ended except to the extent Tenant continues to occupy the
Premises.




     4.2 Definitions of Key Terms Relating to Additional Rent. As used in this
Article 4, the following terms shall have the meanings hereinafter set forth:



          4.2.1 “Base Year” shall mean the calendar year set forth in Section 5 of the Summary.




          4.2.2 “Direct Expenses” shall mean “Operating Charge Expenses”, “Utility Expenses” and “Tax
Expenses” (as such terms are defined below).




          4.2.3 “Expense Year” shall mean each calendar year in which any portion of the Lease Term
falls (including the Base Year), through and including the calendar year in which the Lease Term
expires.




          4.2.4 Subject to Article 4.2.9 below, “Operating Charge Expenses” shall mean all expenses,
costs and amounts of every kind and nature which Landlord incurs during any Expense Year in
connection with the ownership, management, maintenance, security, repair, replacement or operation
of the Project, or any portion thereof. Without limiting the generality of the foregoing,
Operating Charge Expenses shall specifically include any and all of the following: (i) the cost of
operating, repairing, maintaining, and renovating the utility, telephone, mechanical, sanitary,
storm drainage, and elevator systems, and the cost of maintenance and service contracts in
connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the
cost of contesting any governmental enactments which adversely affect Operating Charge Expenses,
and the costs incurred in connection with a transportation system management program or similar
program; (iii) the cost of insurance carried by Landlord in connection with the Project; (iv) the
cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the
operation, repair and maintenance of the Project, or any portion thereof; (v) costs incurred in
connection with any parking areas servicing the Project; (vi) fees and other costs of all
contractors and consultants in connection with the management, operation, maintenance and repair
of the Project; provided, however, notwithstanding anything to the contrary contained in this
Lease, the management fee which shall be included as part of Operating Charge Expenses in each
Expense Year (including the Base Year) shall equal three percent (3%) of all Base Rent and
Additional Rent (excluding such management fee) which would be derived from the Project if fully
occupied at the Base Rent and Additional Rent (excluding such management fee) payable by Tenant
under this Lease for such applicable year, determined without regard to offset, deduction or
abatement (the “Management Fee”); (vii) payments under any equipment rental agreements and the
fair rental value of any management office space; (viii) wages, salaries and other compensation
and benefits, including taxes levied thereon, of all persons engaged in the operation, maintenance
and security of the Project below the grade of property manager; (ix) costs under any recorded
instrument pertaining to the sharing of costs by the Project; (x) operation, repair and
maintenance of all systems and equipment and components thereof of the Project; and (xi) the cost
of alarm and security services and common area janitorial services and janitorial services
provided to the Premises, to the extent Landlord is obligated to provide the same pursuant to the
terms of this Lease. If, during all or any part of the




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Expense Year (including the Base Year), Landlord is not furnishing any particular work or service
(the cost of which, if performed by Landlord, would be included in Operating Charge Expenses) to a
tenant who has undertaken to perform such work or service in lieu of the performance thereof by
Landlord, Operating Charge Expenses for such Expense Year (including the Base Year, as applicable)
shall be deemed to be increased by an amount equal to the additional Operating Charge Expenses
which would reasonably have been incurred during such period by Landlord if it had at its own
expense furnished such work or service to such tenant. Notwithstanding the foregoing, Operating
Charge Expenses shall in no event include Utility Expenses or Tax Expenses. Additionally, in the
event Landlord incurs costs or expenses associated with or relating to new separate items or
categories or subcategories of Operating Charge Expenses which were not part of Operating Charge
Expenses during the entire Base Year and such costs or expenses are other than as a result of any
governmental requirements enacted or made effective after the Base Year or other occurrence(s)
beyond the reasonable control of Landlord (the parties agreeing that requirements of Landlord’s
investors or Landlord’s lenders shall not be deemed to be beyond the reasonable control of Landlord
for purposes of this sentence), then during the time such new separate items or categories or
subcategories of costs and expenses are included in Operating Charge Expenses for any Expense Year
after the Base Year, Operating Charge Expenses for the Base Year shall be deemed increased by the
amounts Landlord would have incurred during the Base Year with respect to such costs and expenses
had such new separate items or categories or subcategories of Operating Charge Expenses been
included in Operating Charge Expenses during the entire Base Year, giving due consideration to what
the costs for such new separate items or categories or subcategories would have been at the time of
the Base Year.




          4.2.5 Subject to Article 4.2.9 below, “Utility Expenses” shall mean the out-of-pocket costs
which Landlord pays during any Expense Year for supplying utilities (such as, for example,
electricity, water and gas) to the Building and Project. Notwithstanding the foregoing, Utility
Expenses shall in no event include Operating Charge Expenses or Tax Expenses. Additionally, in the
event Landlord incurs costs or expenses associated with or relating to new separate items or
categories or subcategories of Utility Expenses which were not part of Utility Expenses during the
entire Base Year, and such costs or expenses are other than as a result of any governmental
requirements enacted or made effective after the Base Year or other occurrence(s) beyond the
reasonable control of Landlord (the parties agreeing that requirements of Landlord’s investors or
Landlord’s lenders shall not be deemed to be beyond the reasonable control of Landlord for
purposes of this sentence), then during the time such new separate items or categories or
subcategories of costs and expenses are included in Utility Expenses for any Expense Year after
the Base Year, Utility Expenses for the Base Year shall be deemed increased by the amounts
Landlord would have incurred during the Base Year with respect to such costs and expenses had such
new separate items or categories or subcategories of Utility Expenses been included in Utility
Expenses during the entire Base Year, giving due consideration to what the costs for such new
separate items or categories or subcategories would have been at the time of the Base Year.




          4.2.6 Taxes.




               4.2.6.1 Subject to Articles 4.2.6.3, 4.2.9 and 4.5 below, “Tax Expenses” shall mean all
federal, state, county, or local governmental or municipal taxes (including, without



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limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes,
gross receipts taxes (and similar taxes that are not net income taxes), sales taxes or other taxes
applicable to the receipt of rent, and personal property taxes imposed upon the fixtures,
machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal
property used in connection with the Project), which are paid by Landlord in any Expense Year
(without regard to any different fiscal year used by such governmental or municipal authority)
because of or in connection with the ownership, leasing and operation of the Project. For purposes
of this Lease, Tax Expenses shall be calculated as if the tenant
improvements in the Building and
Project were fully constructed and the Project, the Building, and all tenant improvements in the
Building and Project were fully assessed for real estate tax purposes, and accordingly, during each
Expense Year (including the Base Year), Tax Expenses shall be deemed to be increased appropriately.
Additionally, notwithstanding anything to the contrary set forth in this Lease, any tax increase
resulting from the recent sale of the Building (and/or Project) to the original Landlord named in
this Lease shall be included in the Base Year, regardless of when the increase takes place, and if
the increase takes place after the Base Year, the Base Year shall be retroactively adjusted
accordingly, with Landlord promptly refunding to Tenant any overpayment made by Tenant. Landlord
shall timely pay all Tax Expenses to the appropriate authorities. Notwithstanding the foregoing,
Tax Expenses shall in no event include Utility Expenses or Operating Charge Expenses.




               4.2.6.2 Tax Expenses for the Base Year shall be initially calculated without including any
Proposition 8 reduction obtained by Landlord. Notwithstanding the foregoing, if in any Expense
Year subsequent to the Base Year (the “Tax Adjustment Year”), the amount of Tax Expenses decreases
as a result of a Proposition 8 reduction that is secured for such Tax Adjustment Year, then for
purposes of calculating the increases in Tax Expenses payable by Tenant for such Tax Adjustment
Year in which such decrease in Tax Expenses occurs, the Tax Expenses as initially calculated for
the Base Year shall be decreased by an amount equal to such decrease in Tax Expenses in such Tax
Adjustment Year. Such adjustments in the Tax Expenses for the Base Year shall be made only for
those Tax Adjustment Years in which such decreases occur and then only to the extent of such
decreases.



               4.2.6.3 To the extent Landlord obtains a tax refund, Tenant’s Share of such tax refund shall
be credited against Tax Expenses and refunded to Tenant regardless of when received based upon the
Expense Year to which such refund is applicable, provided that in no event shall the amount to be
refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Tax
Expenses under Article 4 for such Expense Year. Notwithstanding anything to the contrary contained
in this Lease, there shall be excluded from Tax Expenses: (i) all excess profits taxes, franchise
taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal
and state income taxes, and other taxes to the extent applicable to Landlord’s general or net
income (as opposed to gross receipts taxes [and similar taxes that are not net income taxes]);
(ii) any items included as Utility Expenses; and (iii) any items paid by Tenant under Article 4.4
of this Lease. Tenant shall have the right, in good faith, and at Tenant’s sole cost and expense
to contest with the appropriate taxing authority the applicability or amount of any tax levied
against Tenant’s equipment or improvements or other property.



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          4.2.7 “Tenant’s Share” for the Premises shall mean the percentage set forth in Section 6 of
the Summary (subject to adjustment, as may be provided in this Lease).




          4.2.8 In no event shall Tenant’s Share of Direct Expenses include any duplication of charges.




          4.2.9 Notwithstanding the foregoing or anything in this Lease to the contrary, for purposes
of this Lease, Operating Charge Expenses, Utility Expenses and Tax Expenses shall not include any
of the following:




               (a) costs incurred in connection with the original construction of the Project or in
connection with any major change in the Project (except as expressly permitted in Section 4.2.9(1)
below), such as adding or deleting floors;



               (b) costs of the design and construction of tenant improvements to the Premises or the
premises of other tenants or other occupants and the amount of any allowances or credits paid to
or granted to tenants or other occupants for any such design or construction;



               (c) depreciation, interest and principal payments on mortgages and other debt costs, if any
(except as expressly permitted in Section 4.2.9(1) below);



               (d) marketing costs, legal fees, space planners’ fees, advertising and promotional expenses,
and brokerage fees incurred in connection with the original development, subsequent improvement,
or original or future leasing of the Project;



               (e) costs for which the Landlord is reimbursed, or would have been reimbursed if Landlord had
carried the insurance Landlord is required to carry pursuant to this Lease or would have been
reimbursed if Landlord had used commercially reasonable efforts to collect such amounts, by any
tenant or occupant of the Project or by insurance from its carrier or any tenant’s carrier;



               (f) any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of
any kind;



               (g) costs associated with the operation of the business of the partnership or entity which
constitutes the Landlord, as the same are distinguished from the costs of operation of the
Project, including partnership accounting and legal matters, costs of defending any lawsuits with
any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of the
Landlord’s interest in the Project, and costs incurred in connection with any disputes between
Landlord and its employees, between Landlord and Project management, or between Landlord and other
tenants or occupants;



               (h) the wages and benefits of any employee who does not devote substantially all of his or
her employed time to the Project unless such wages and benefits are prorated to reflect time spent
on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and
managing the Project; provided, that in no event shall Operating Charge Expenses for purposes of
this Lease include wages and/or benefits attributable to personnel above the level of Project
manager or Project engineer;



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               (i) late charges, penalties, liquidated damages, and interest (except for interest as
expressly permitted in Section 4.2.9(1) below);



               (j) amount paid as ground rental or as rental for the Project by the Landlord;



               (k) costs, including permit, license and inspection costs, incurred with respect to the
installation of tenant improvements made for new tenants or other occupants in the Project or
incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space
for tenants or other occupants of the Project;



               (l) costs of capital repairs and alterations, capital improvements and equipment and other
capital expenses, except for capital expenditures reasonably incurred to effect economies of
operation of, or stability of services to, the Project (only to the extent of costs savings
reasonably anticipated by Landlord at the time of such expenditure to be achieved in connection
therewith) and capital expenditures required by Applicable Laws, including, but not limited to the
American with Disabilities Act, except for capital repairs, replacements or other improvements to
remedy any condition existing prior to the Lease Commencement Date which an applicable governmental
authority, if it had knowledge of such condition prior to the Lease Commencement Date, or if a
variance or grandfathered exception had not then been in place, would have then required to be
remedied pursuant to then-current Applicable Laws in their form existing as of the Lease
Commencement Date; provided however that any such permitted capital expenditure shall be amortized
(with interest at ten percent (10%) per annum) over its useful life (as determined by GAAP);



               (m) any amount paid by Landlord or to the parent organization or a subsidiary or affiliate of
Landlord for supplies and/or services in the Project to the extent the same exceeds the costs of
such supplies and/or services rendered by qualified, unaffiliated third parties on a competitive
basis;



               (n) any compensation paid to clerks, attendants or other persons in commercial concessions
operated by or on behalf of Landlord (other than in connection with the operation of the parking
facilities serving the Project);



               (o) rentals and other related expenses incurred in leasing air conditioning systems,
elevators or other equipment (i) which are not commercially reasonable either as to type or amount
(based upon the practices of landlords of the Comparable Buildings), and (ii) which if purchased
the cost of which would be excluded from Operating Charge Expenses as a capital cost pursuant to
Section 4.2.9(1) above;



               (p) all items and services for which Tenant or any other tenant in the Project reimburses
Landlord or which Landlord provides selectively to one or more tenants without reimbursement;



               (q) electric power costs for which any tenant directly contracts with a public service
company;



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               (r) costs, other than those incurred in ordinary maintenance and repair, for
sculpture, paintings, fountains or other objects of art;



               (s) tax penalties;



               (t) fees and reimbursements payable to Landlord (including its parent organization,
subsidiaries and/or affiliates) or by Landlord for management of the Project which exceed the
Management Fee set forth in Section 4.2.4(vi) above;



               (u) any costs expressly excluded from Direct Expenses elsewhere in this Lease;



               (v) rent for any office space occupied by Project management personnel to the extent the
size or rental rate of such office space exceeds the size or fair market rental value of office
space occupied by management personnel of the Comparable Buildings, with adjustment where
appropriate for the size of the applicable project;



               (w) Landlord’s general corporate overhead and general and administrative expenses;



               (x) costs arising from the negligence or willful misconduct of Landlord or “Landlord
Parties,” as that term is defined in Article 9.1 of this Lease;



               (y) costs incurred with respect to Hazardous Materials, as defined in Article 24.18
(including the removal, transportation, remediation or disposal thereof), unless the need for
such removal, transportation, remediation or disposal arises out of any Applicable Laws first
enacted after the Lease Commencement Date and is not attributable to any Hazardous Materials
which are introduced onto the Project after the Lease Commencement Date in violation of
Applicable Laws in effect at the date of introduction;



               (z) in-house legal and/or accounting (as opposed to office building bookkeeping) fees to
the extent in excess of legal or accounting fees, as applicable, that would reasonably be
charged by a third-party in an arm’s length transaction;



               (aa) costs arising from Landlord’s charitable or political
contributions;



               (bb) any finders fees, brokerage commissions, job placement costs or job advertising
costs, other than with respect to a receptionist or secretary in the Project office, once per
year;



               (cc) any above Building standard cleaning, including, but not limited to construction
cleanup or special cleanings associated with parties/events;



               (dd) the cost of any training or incentive programs, other than for tenant life safety
information services;



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               (ee) settlements, judgments or awards paid or incurred because of disputes between Landlord
and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants;



               (ff) legal fees and costs;



               (gg) costs for HVAC provided to any tenant or other occupant of the Project or to any leased,
occupied or leasable space in the Building or Project to the extent Tenant is separately charged
for HVAC provided to the Premises;



               (hh) costs of electricity or power provided to any leased, occupied or leasable space
(including the Premises); or



               (ii) any service fees, management fees or other amounts payable by Landlord to HINES REIT ONE
WILSHIRE SERVICES, INC., a Delaware corporation, an affiliate of Landlord (together with its
successors and assigns, “HWS”) (including, without limitation, under that certain Services
Agreement between Landlord and HWS of even date herewith).



          4.2.10 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 without the imposition of
fines, penalties or interest, shall be paid by Landlord in the maximum number of installments
permitted by law without the imposition of fines, penalties or interest and shall be included as
Direct Expenses in the year in which the assessment or premium installment is actually paid. If
the Building and/or Project is not at least one hundred percent (100%) occupied during all or a
portion of the Base Year or any Expense Year with all tenants/occupants paying full rent (as
opposed to free rent, half rent, partial rent, and the like), Landlord shall make an appropriate
adjustment to the components of Operating Charge Expenses and Utility Expenses for such year to
determine the amount of Operating Charge Expenses and Utility Expenses that would have been
incurred had the Building and Project been one hundred percent (100%) occupied with all
tenants/occupants paying full rent and any and all other charges and expenses due to Landlord (as
opposed to free rent, half rent, partial rent, and the like); and the amount so determined shall
be deemed to have been the amount of Operating Charge Expenses and Utility Expenses for such year.
Landlord shall (i) not make a profit by charging items to Operating Charge Expenses or Utility
Expenses, and (ii) not collect Operating Charge Expenses and/or Utility Expenses from Tenant and
all other tenants/occupants in the Building and/or Project in an amount in excess of what Landlord
incurred for the items included in Operating Charge Expenses and Utility Expenses.




     4.3 Calculation and Payment of Additional Rent. If for any Expense Year within the
Lease Term following the Base Year, Tenant’s Share of Direct Expenses for such Expense Year
exceeds Tenant’s Share of Direct Expenses applicable to the Base Year, then Tenant shall pay to
Landlord, in the manner set forth below, and as Additional Rent, an amount equal to the excess
(the “Excess”).



          4.3.1 Statement of Actual Direct Expenses and Payment by
Tenant.
Landlord shall give to Tenant within approximately one hundred fifty (150) days after the end of




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the Base Year and each subsequent Expense Year, a reasonably detailed statement (the
“Statement”), which shall state the Direct Expenses incurred or accrued for the Base Year or such
preceding Expense Year, as applicable, and which shall indicate the amount of the Excess. Upon
receipt of the Statement for each Expense Year commencing or ending during the Lease Term, if an
Excess is present, Tenant shall pay, within thirty (30) days after receipt of the Statement, the
full amount of the Excess for such Expense Year, less the amounts, if any, paid during such
Expense Year as “Estimated Excess,” as that term is defined below.




     4.3.2
Statement of Estimated Direct Expenses. In addition, Landlord shall give Tenant
a yearly expense estimate statement (the “Estimate Statement”) itemized on a line-item by line item
basis, which shall set forth Landlord’s reasonable and good faith estimate (the “Estimate”) of what
the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated
excess (the “Estimated Excess”) as calculated by comparing the Direct Expenses for such Expense
Year, which shall be based upon the Estimate, to the amount of Direct Expenses for the Base Year.
Upon receipt of an Estimate Statement, Tenant shall thereafter pay, within sixty (60) days after
receipt of such Estimate Statement, a fraction of the Estimated Excess for the then-current Expense
Year (reduced by any amounts paid pursuant to the last sentence of this Article 4.3.2). Such
fraction shall have as its numerator the number of months which have elapsed in such current
Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new
Estimate Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments,
an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous
Estimate Statement delivered by Landlord to Tenant.



     4.4 Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant
shall be liable for and shall pay before delinquency, taxes levied against Tenant’s equipment,
furniture, trade fixtures and any other personal property located in the Premises and the Project
(including, without limitation, Tenant’s Supplemental Equipment). If any such taxes on Tenant’s
equipment, furniture, fixtures and any other personal property are levied against Landlord or
Landlord’s property or if the assessed value of Landlord’s property is increased by the inclusion
therein of a value placed upon such equipment, furniture, fixtures or any other personal property
and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the
right to do regardless of the validity thereof but only under proper protest if requested by
Tenant, Tenant shall, within thirty (30) days after demand repay to Landlord the taxes so levied
against Landlord or the proportion of such taxes resulting from such increase in the assessment,
as the case may be.



     4.5 Tenant’s Payment of Certain Tax Expenses. Notwithstanding anything to the
contrary contained in this Lease, in the event that, at any time during the initial Lease Term
subsequent to the Base Year, any sale, refinancing, or change in ownership of the Building or
Project is consummated, and as a result thereof, and to the extent that in connection therewith,
the Building or Project is reassessed (a “Reassessment”) for real estate tax purposes by the
appropriate governmental authority pursuant to the terms of Proposition 13 (or any successor
laws), then the TCCs of this Article 4.5 shall apply to such Reassessment of the Building and/or
Project.



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          4.5.1 The Tax Increase. For purposes of this Article 4, the term “Tax Increase”
shall mean that portion of the Tax Expenses, as calculated following the Reassessment, which is
attributable solely to the Reassessment. Accordingly, the term “Tax Increase” shall not include
any portion of the Tax Expenses, as calculated immediately following the Reassessment, which is
(i) attributable to assessments pending immediately prior to the Reassessment, or (ii)
attributable to the annual inflationary increase (currently 2%) of real estate taxes.
Notwithstanding anything in this Article 4.5.1 to the contrary, if a Tax Increase occurs because a
Reassessment occurs during the Base Year, the Tax Expenses for the Base Year shall include the Tax
Increase resulting from such Reassessment, but the foregoing shall not be deemed to in any way
increase the protection granted by Landlord to Tenant under Article 4.5.2, below.




          4.5.2 Protection. During the initial Lease Term only, Tenant shall not be obligated
to pay any portion of any Tax Increase.




     4.6 Landlord’s Books and Records. In the event that Tenant disputes the amount of
Additional Rent set forth in any annual Statement delivered by Landlord, then Tenant shall have the
right within one hundred eighty (180) days after Tenant’s receipt of the Statement (the “Review
Period”) to provide written notice to Landlord that it intends to inspect, or cause any agent,
consultant or employee of Tenant (which, for the purpose of this provision, shall exclude any party
hired by Tenant on a commission or contingency fee basis) to inspect, Landlord’s accounting records
for the Expense Year covered by such Statement during normal business hours (“Tenant Review”). Any
Tenant Review shall take place in Landlord’s office at the Project or at such other location in the
State of California as Landlord may reasonably designate, and Landlord will provide Tenant with
reasonable accommodations for such Tenant Review and reasonable use of such available office
equipment. Tenant shall provide Landlord with not less than two (2) weeks’ prior written notice of
its desire to conduct such Tenant Review. In connection with the foregoing Tenant Review, Landlord
shall furnish Tenant with such reasonable supporting documentation relating to the subject
Statement as Tenant may reasonably request. In no event shall Tenant have the right to conduct such
Tenant Review if Tenant is then in Default under this Lease with respect to any of Tenant’s
monetary obligations, including, without limitation, any amounts required to be paid under the
applicable Statement which is the subject of such Tenant Review. In addition, (i) if Tenant does
not notify Landlord in writing of any objection to an annual Statement and Tenant’s intent to
conduct such Tenant Review thereof within the applicable Review Period, or (ii) if after Tenant has
timely delivered such notice, Tenant fails to complete such Tenant Review and notify Landlord in
writing that it continues to dispute the amounts of Additional Rent shown on such Statement within
one hundred eighty (180) days after such Review Period, then Tenant shall be deemed to have waived
such objection and the right to subsequently dispute the amounts set forth in such Statement. In
the event that following Tenant’s Review, Tenant continues to dispute the amounts of Additional
Rent shown on the Statement and Landlord and Tenant are unable to resolve such dispute within such
180-day period set forth hereinabove, then either Landlord or Tenant may submit the matter to
binding arbitration to the American Arbitration Association (“AAA”), which arbitration shall be
conducted in Los Angeles County under the Commercial Arbitration Rules of the AAA then in effect
and otherwise in accordance with California law, and the proper amount of the disputed items and/or
categories of Direct Expenses to be shown on such Statement shall be determined by such AAA
arbitration proceeding, which shall be conclusive and binding upon both Landlord



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and Tenant; provided, however, if neither party submits such dispute to arbitration within
thirty (30) days after the second such 180-day period, Tenant shall be deemed to have waived such
dispute and the right to subsequently dispute any such amounts. If the resolution of the parties’
dispute with regard to the Additional Rent shown on the Statement, pursuant to the arbitration
award or agreement of the parties, reveals an error in the calculation of Tenant’s Share of Direct
Expenses to be paid for such Expense Year, the parties’ sole remedy shall be for the parties to
make appropriate payments or reimbursements, as the case may be, to each other as are determined
to be owing. Any such payments shall be made within thirty (30) days following the resolution of
such dispute. At Tenant’s election, to the extent agreed upon by Landlord and Tenant or pursuant
to any such arbitration award, Tenant may treat any overpayments resulting from the foregoing
resolution of such parties’ dispute as a credit against Rent until such amounts are otherwise paid
to Tenant by Landlord. Tenant shall be responsible and shall pay for all costs and expenses
associated with the Tenant Review, as part of the Arbitration Costs. Tenant shall also be
responsible and shall pay for all reasonable audit fees, attorneys’ fees and related costs of
Tenant relating to an arbitration award (collectively, the “Arbitration Costs”), provided that if
the parties’ final resolution of the dispute involves the overstatement by Landlord of Direct
Expenses for such Expense Year in excess of three percent (3%), then Landlord shall be responsible
and shall pay for all Arbitration Costs. Tenant and each agent, consultant and employee of Tenant
conducting a Tenant Review pursuant to this Section 4.6 shall, and each of them shall use their
commercially reasonable efforts to cause their respective agents and employees to, maintain all
information contained in Landlord’s books and records and the results of such Tenant Review and
any arbitration proceeding under this Section 4.6 in strict confidence, and in connection
therewith, Tenant shall cause each such Tenant Party to execute such commercially reasonable
confidentiality agreements as Landlord may reasonably require prior to conducting any such Tenant
Review. This paragraph shall survive the expiration or earlier termination of this Lease to allow
the parties to enforce their respective rights hereunder.




ARTICLE 5




 USE OF PREMISES AND BUILDING



     5.1 Use. Tenant may use the Premises solely for the Permitted Use set forth in
Section 7 of the Summary, and shall not use or permit the Premises to be used for any other
purpose. Tenant shall, at its expense, comply with (a) all Applicable Laws in connection with its
use of the Premises, the Supplemental Areas and other areas of the Building used by Tenant or any
of the Tenant Parties or Tenant’s invitees, and (b) the Rules and Regulations set forth in Exhibit
G attached hereto.



     5.2 Entry. Subject to Section 5.3 below, Landlord reserves the right at all
reasonable times, and upon not less than forty-eight (48) hours’ prior notice to Tenant (except
no such notice shall be required in emergencies), to enter the Premises to: (i) inspect them;
(ii) show the Premises to prospective purchasers and mortgagees (and to prospective tenants
during the last nine (9) months of the Lease Term); (iii) post notices of non-responsibility,
and/or make alterations, repairs and/or improvements to the Building to the extent required of
Landlord under this Lease. Notwithstanding the foregoing, but subject to the terms of Section 5.3
below, Landlord may enter the Premises at any time to perform services required of Landlord under
this Lease. In connection with any entry by or on behalf of Landlord, Landlord shall use



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commercially reasonable efforts to minimize interference with Tenant’s Permitted Use of and access
to the Premises, Building and Project as a result thereof, and shall in no event reduce the amount
of space or services available to Tenant under this Lease other than in the event of emergencies.




     5.3 Secured Areas. Notwithstanding the TCC’s of Section 5.2 above, Tenant shall have
the right to designate portions of the Premises as “Secured Areas” which are confidential or
contain sensitive equipment, and neither Landlord nor its agents, employees or contractors, shall
enter such Secured Areas without the prior written consent of Tenant except in the event of an
emergency in which case Landlord or its agents shall be accompanied by a representative of Tenant
(but only if and to the extent Tenant makes such representative reasonably available to Landlord
for such purposes). Landlord acknowledges that Tenant’s use of the Premises may involve expensive,
sensitive and/or fragile equipment, and that confidential data and transmissions may occur in or
from the Premises; Landlord agrees to reasonably cooperate with Tenant in connection with same.
Notwithstanding the foregoing, Landlord shall not be obligated to perform or provide any repairs
or other services to any Secured Areas unless Tenant provides Landlord with access to such areas
as reasonably required to perform or provide such repairs or services and pays all additional
costs incurred in connection therewith (including, without limitation, any overtime or additional
charges for work not performed at the customary times or in the customary manner). Tenant shall
pay, within ten (10) days after request therefor, all costs incurred by Landlord in connection
with Landlord’s compliance with the provisions of this Section with respect to Secured Areas
including, without limitation, any overtime or additional charges for services or repair work not
performed at the customary times or in the customary manner. In addition, Tenant shall indemnify
and hold harmless Landlord from and against any Claims resulting from Landlord’s inability to gain
access to or use of the Premises arising out of the limitation on Landlord’s access to the Secured
Areas set forth in this Section 5.3.



ARTICLE 6




SERVICES, UTILITIES AND EQUIPMENT




     6.1 HVAC. Landlord will provide, at no additional charge (other than as part of
Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), heating,
ventilation and air conditioning (“HVAC”) service to Suites 110 and 130 during Building Hours (as
defined below), in accordance with standards customarily provided in Comparable Buildings. If
Tenant requires HVAC service to Suites 110 and/or 130 to be provided by Landlord beyond such
Building Hours, then Landlord will furnish the same, provided Tenant gives reasonable advance
notice of such requirement and pays for same in accordance with Landlord’s then-current schedule
(which shall reflect Landlord’s actual costs which may include a component for customary overhead
(i.e., depreciation on equipment, labor charges and a reasonable activation fee to cover
administrative costs associated with Tenant’s request for such extra service, if any) but may not
include a profit increment). Pursuant to and subject to Tenant’s compliance with the TCC’s of
Article 8 below (including obtaining Landlord’s prior consent if and to the extent required
pursuant to Article 8.1 below), and subject to available electrical capacity of the Building, as
reasonably determined by Landlord, supplemental HVAC may be provided and/or installed by Tenant
anywhere in the Premises, at Tenant’s sole cost and expense, through separate supplemental HVAC
units (including, without limitation, CRAC units) which shall be



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subject to the direct control of, and maintained by, Tenant, at Tenant’s cost; in the event
Landlord reasonably determines that such electrical capacity is not available at the Building,
then, upon Tenant’s written request, Landlord shall, at Tenant’s cost, reasonably cooperate with
Tenant to permit Tenant to add, at Tenant’s cost, equipment and facilities providing additional
electrical capacity for Tenant’s use hereunder. Tenant shall not be entitled to tap into
Landlord’s chilled water system for the Building or to use any of Landlord’s Building condensers
in connection with any such supplemental HVAC equipment installed in the Premises unless Tenant
obtains Landlord’s prior written consent thereto (which consent shall not be unreasonably withheld
or delayed). The electrical consumption resulting from  Tenant’s usage of Tenant’s
supplemental HVAC equipment shall be separately submetered, billed to Tenant and paid by Tenant
pursuant to Section 6.2 below. Landlord shall not be obligated to provide any HVAC to any other
portions of the Premises; such HVAC, to the extent desired by Tenant, shall be provided by Tenant,
at Tenant’s cost.




     6.2 Electricity. Subject to the 1st sentence of Section 6.1 above, and
subject to any contrary provisions in this Lease, the cost of electricity supplied to the Premises
shall be separately submetered by Landlord via existing submeters or new submeters installed at
Tenant’s cost. Tenant shall pay to Landlord the actual out-of-pocket costs charged by the public
utility provider to Landlord for electricity consumed by Tenant in the Premises, within thirty
(30) days after Tenant’s receipt of an invoice (together with reasonable supporting documentation)
for the same. Tenant shall in no event be obligated to pay any administration fee, or any mark-up,
depreciation or other amounts to Landlord in connection with electricity usage by Tenant;
provided, however, with respect to electricity alone, Landlord may charge an administrative fee
equal to Two Thousand Five Hundred Dollars ($2,500.00) per month, which amount shall be
increased annually on a cumulative and compounded basis on each anniversary of the Lease
Commencement Date by the same percentage increases as those that occur under Article 3.2
above for Base Rent. Pursuant to and subject to Tenant’s compliance with the TCC’s of Article
8 below (including obtaining Landlord’s prior consent if and to the extent required pursuant
to Article 8.1 below), and subject to available electrical capacity of the Building, as
reasonably determined by Landlord, Tenant may, at its own expense, elect to make additional
electricity arrangements for electricity to be provided to the Premises and/or Supplemental
Areas (and Supplemental Equipment) directly with the applicable utility (“Provider”) and may
obtain such additional electric supply from such Provider, and may install supplemental
electrical equipment in the Premises and/or Supplemental Areas for such purposes (provided,
however, any such additional electrical supply, arrangements and/or equipment with respect to
the Supplemental Areas and Supplemental Equipment shall be subject to and conditioned upon
Tenant’s compliance with the TCC’s of Article 6.9 and the Special Use Conditions). Landlord,
at no cost to Landlord, shall cooperate with Tenant and Provider reasonably and in good faith
in this regard. Tenant agrees to pay all bills from Provider for such direct electrical
service when due.



     6.3 Janitorial. Landlord shall not provide janitorial services to the Premises and
Tenant shall, at its sole cost, provide its own janitorial services, trash removal and other
cleaning of and to the Premises, and replacement of all light bulbs, lamps, starters and ballasts
for lighting fixtures within the Premises, all as appropriate to maintain the Premises in
reasonably clean condition in a manner comparable with those services provided by landlords to
tenant spaces at the Comparable Buildings; provided, however, Landlord shall, at no additional
charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with
Article 4),



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provide janitorial services to Suite 110 and Suite 220 Mondays through Fridays (excluding
Holidays, as defined below), in a manner, comparable with those provided at Comparable Buildings.
Such janitorial services to be provided by Tenant shall be performed by a third party service
provider reasonably approved by Landlord. Tenant shall provide reasonable advance notice to
Landlord of the name of any third party janitorial service provider retained by Tenant to provide
janitorial service to the Premises and shall cause such service provider to (a) comply with all
then existing Building standard rules and regulations, (b) maintain customary insurance coverage
associated with such contracts, and (c) not interfere with the business operations of Landlord or
other tenants or occupants in the Building.




     6.4 Water. Landlord shall furnish to the Premises (other than the Storage Space), at
no additional charge (other than as part of Direct Expenses reimbursed to Landlord by Tenant in
accordance with Article 4), unheated water from mains for drinking, lavatory and toilet purposes
drawn through fixtures installed by Landlord, or by Tenant with Landlord’s prior written consent
(not to be unreasonably withheld, conditioned or delayed), and heated water for lavatory purposes
from regular building supply in such quantities as is customarily supplied in Comparable
Buildings.



     6.5 Passenger Elevator. Landlord shall provide, at no additional charge (other than
as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4), one (1)
nonexclusive, non-attended automatic passenger/freight elevator and four (4) nonexclusive,
non-attended passenger elevators in service during the Building Hours, and shall have one elevator
available at all other times, including on weekends and Holidays, except in the event of
emergency. For purposes of this Lease, “Building Hours” shall mean 7:00 A.M. to 6:00 P.M. Monday
through Friday, except for Holidays. As used herein, “Holidays” shall mean, collectively, the date
of observation of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Christmas Day and other national holidays recognized by the New York Stock Exchange. In the event
Tenant shall require additional passenger elevator service beyond that being provided by Landlord
during non-Building Hours, Tenant shall arrange such additional elevator service with the Building
management office in advance, and any such additional elevator service so provided to Tenant shall
be subject to Tenant’s payment to Landlord of Landlord’s then-prevailing rates, if any, with
respect to the same.



     6.6 Freight Elevator. Landlord shall provide to Tenant, at no additional charge
during the Building Hours (other than as part of Direct Expenses reimbursed to Landlord by Tenant
in accordance with Article 4), non-exclusive freight elevator service, subject to reasonable,
non-discriminatory scheduling by Landlord. Any such freight elevator service provided to Tenant at
times other than the Building Hours shall be subject to Tenant’s payment to Landlord of Landlord’s
then-prevailing rates, if any, with respect to the same.



     6.7 Security. Landlord shall provide, at no additional charge to Tenant (other than
as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article 4),
twenty-four hour (24) hours per day, seven (7) days per week, every day of the year, on-site
Project access control equipment, personnel, procedures and systems, all consistent with those at
Comparable Buildings. Although Landlord agrees to provide the security services and security
personnel set forth in the foregoing provisions of this Section 6.7, subject to Landlord’s
indemnity in Section 9.1.1 below, and except for the Excluded Claims (as defined in Section



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9.1.2 below), neither Landlord nor the Landlord Parties shall be liable for, and Landlord and the
Landlord Parties are hereby released from, any responsibility for any damage or injury either to
person or property sustained by Tenant in connection with or arising from any acts or omissions of
such security personnel, including, without limitation, as a result of any error with regard to
the admission to or exclusion from the Building or Project of any person. Subject to Tenant’s
compliance with, and Landlord’s rights under, Article 8 below, and subject to Landlord’s entry
rights in Article 5.2 above, Tenant shall be entitled, at its sole cost, to install its own
security systems for the Premises, so long as no Design Problem (as defined in Section 8.1 below)
exists with respect thereto; provided, however that Tenant shall (i) reimburse Landlord, within
thirty (30) days following written demand therefor, for any increased insurance costs and any
increased cost of maintenance, repairs and other services to the extent actually caused by
Tenant’s installation or operation of Tenant’s security system or other security procedures or
personnel employed by Tenant at the Premises (provided that Landlord delivers to Tenant reasonably
satisfactory evidence of such increased costs), and (ii) coordinate the installation and operation
of such security system (and related Alterations) with Landlord to assure that Tenant’s security
system (and related Alterations) are compatible with and connected to the Building’s security
system. Prior to installation of any such security systems by Tenant, Tenant shall submit to
Landlord, for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned
or delayed (if no Design Problem exists), plans and specifications for such installation and such
systems. Subject to compliance with the then Building standard rules and regulations applicable to
the use of the same, and compliance with all Applicable Laws, Tenant shall have the right (at no
charge) to utilize the Building stairwells for purposes of traveling between floors of the
Premises.




     6.8 Choice of Carrier. Subject to Tenant’s compliance with all Applicable Laws,
Tenant may use any carriers or utility providers that Tenant desires, in its sole and absolute
discretion, for electrical, internet and telecommunications services to the Premises; provided,
however, that: (i) Tenant’s use of any carrier or utility provider as provided herein shall not
cause unreasonable interference with or material increased cost (unless paid for by Tenant or
unless the same is simply a result of pricing differences between providers) with respect to the
operation of the Building or other tenants’ or occupants’ use or enjoyment of their premises for
reasonable and customary uses (provided that the fact that a communications provider chosen by
Tenant may be or is in competition with another provider shall not constitute interference or
material increased cost hereunder); (ii) such carriers or utility providers, and any equipment,
wiring and cabling installed to provide such services, shall be subject to Landlord’s approval,
which approval shall not be withheld or conditioned unless a Design Problem exists and shall not
be unreasonably delayed; and (iii) any equipment, wiring and cabling to be installed outside the
Premises in the Building or Project (an any access thereto) by such carriers or utility providers
that provide such services shall be subject to a mutually acceptable (in the parties’ reasonable
discretion) access/license agreement to be entered into by Landlord, Tenant and/or such carriers
or utility providers. At no cost to Landlord, Landlord shall sign all reasonable documents, and
provide all reasonable information, as reasonably necessary for Tenant to obtain such services
from such carriers or utility providers, and Tenant shall reimburse Landlord, within thirty (30)
days after invoice, for all actual and commercially reasonable out-of-pocket costs incurred by
Landlord in providing such access rights and reviewing all plans and specifications for any
equipment, wiring and cabling installed by or for Tenant in connection therewith.



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     6.9 Supplemental Areas and Equipment. Landlord hereby grants to Tenant the right, to
the following; provided, however, this Article 6.9 shall in no way limit or reduce any other rights
or remedies of Tenant under this Lease, but rather, shall be in addition thereto:



          6.9.1 Fire Suppression System. Tenant shall have the right, at no additional charge,
to install, test, maintain, repair, remove, replace and/or use, at Tenant’s sole cost and expense,
a dry-pipe or FM 200 fire suppression system (the “Fire-Suppression System”) within the Premises
in compliance with all Applicable Laws and subject to Landlord’s reasonable approval of the plans
and specifications therefor (and Tenant shall be the owner of the Fire Suppression System, subject
to the terms of this Lease). In connection with Tenant’s installation of the Fire-Suppression
System, Tenant shall have the right to disconnect and cap, if necessary, in compliance with
Applicable Laws, the local distribution portion of any existing fire-suppression system in the
Premises. Tenant will be solely responsible, at its cost, for all maintenance and repair of the
Fire-Suppression System during the Lease Term; provided, however, unless Tenant elects (in its
sole and absolute discretion) to have its own vendor perform monitoring of the Fire-Suppression
System, Landlord shall ensure, at its sole cost and expense (other than as part of Direct Expenses
reimbursed to Landlord by Tenant in accordance with Article 4), that Landlord’s vendor (reasonably
acceptable to Tenant) perform industry-standard (consistent with that at Comparable Buildings)
monitoring of the Fire Suppression System, in a manner reasonably acceptable to Landlord and
Tenant.




          6.9.2 Generators, Batteries and Telecommunications Equipment. Tenant
shall have the right, at no additional charge, to install, test, maintain, repair, remove, replace
and/or use generators, batteries and telecommunications facilities and equipment in the Premises,
provided the same does not cause a Design Problem (and Tenant shall be the owner of the same,
subject to the terms of this Lease). Without limiting the foregoing, in connection therewith,
subject to Tenant’s obligations under Article 24.18 below, and compliance with and satisfaction of
all Special Use Conditions with respect to space outside the Premises and/or above the ceilings in
the Premises, Tenant may also use conduit and cable connections (as well as fuel lines) connecting
generators from one part of the Premises to another, and/or the Building (and/or Project) switch
gear.




     Landlord shall provide generator power to the Premises, at no charge, in accordance with the
specifications, and from the generators (the “Landlord Generators”), set forth on Exhibit F
attached hereto. Landlord shall, at its cost which may be included in Operating Charge Expenses,
ensure that the Landlord Generators are maintained and repaired in compliance with Applicable
Laws, and in good and operable condition.



          6.9.3 Connecting Equipment. Tenant shall have the exclusive use, at no additional
charge, of the existing conduits set forth on Exhibit C attached hereto, together with all
connection equipment, cables, innerducts, fibers, risers, feeders and materials therein and/or
connected thereto that are currently installed and existing as of the date of execution of this
Lease, together with comparable replacements of such equipment by or on behalf of Tenant
(collectively, the “Conduits”), subject, however, with respect to space outside the Premises
and/or above the ceilings in the Premises, to Tenant’s compliance with and satisfaction of all
Special Use Conditions pertaining thereto.




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          6.9.4 Additional Conduit Rights. If Tenant desires additional allocations
of
conduit pathway rights over and above those currently serving the Premises, then, upon written
request by Tenant to Landlord, to the extent Landlord reasonably has available capacity, based
upon among other factors, Landlord’s needs and the needs and/or rights of other existing and/or
future tenants and occupants of the Building, and provided Tenant at all times complies with and
satisfies all of the Special Use Conditions pertaining thereto for space outside the Premises
and/or above the ceilings in the Premises, Landlord will use reasonable efforts to accommodate
Tenant’s needs, at Tenant’s sole cost and expense, and Tenant shall pay Landlord’s then-prevailing
rates with respect to the same.




          6.9.5 Connecting Equipment. Tenant may use, at no additional charge, the existing
connection equipment, such as cables, risers, feeders and materials (collectively, the “Connecting
Equipment”) that are currently installed and existing as of the date of execution of this Lease
with comparable replacements of such equipment by or on behalf of Tenant in the shafts, ducts,
chases, utility closets and other facilities of the Building and/or Project serving the Premises,
subject, however, to Tenant’s compliance with and satisfaction of all Special Use Conditions
pertaining thereto for space outside the Premises and/or above the ceilings in the Premises.




          6.9.6 Additional Equipment Space. Tenant may, at any time and from time to time,
request to lease from Landlord, at Landlord’s prevailing rates, additional space in the basement,
garage, and/or roof and mechanical areas (“Additional Equipment Space”) of the Building for the
installation of equipment to support Tenant’s activities within the Premises for the Permitted
Use. Landlord agrees to lease Additional Equipment Space to Tenant provided that in Landlord’s
reasonable determination the Additional Equipment Space is available based upon among other
factors, Landlord’s needs and the needs and/or rights of other existing and/or future tenants and
occupants of the Building, and provided Tenant at all times complies with and satisfies all of the
Special Use Conditions pertaining to the Additional Equipment Space and the equipment to be placed
therein.




          6.9.7 Additional Connecting Infrastructure. Tenant may, at any time and from time to
time, request that Landlord consent to Tenant’s installation within the Building of conduit,
equipment and distribution infrastructure for telecommunications, electrical and cooling services,
and similar additional pipes, ducts and conduit reasonably necessary to support the delivery of
communications, electrical, back-up power and cooling and other services to Tenant’s Premises for
the Permitted Use and/or to support Tenant’s activities conducted within the Premises as part of
the Permitted Use (“Additional Connecting Infrastructure”). Landlord agrees to make available to
Tenant pathway and points of entry at the Building for the installation of Additional Connecting
Infrastructure provided that in Landlord’s reasonable determination the pathway is available based
upon among other factors, Landlord’s needs and the needs and/or rights of other existing and/or
future tenants and occupants of the Building, and provided Tenant at all times complies with and
satisfies all of the Special Use Conditions pertaining to the Additional Connecting Infrastructure
for space outside the Premises and/or above the ceilings in the Premises and the installations and
equipment to be placed therein. Any Additional Connecting Infrastructure leased by Tenant shall be
at and subject to Tenant’s payment to Landlord of Landlord’s prevailing rates.




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          6.9.8 Additional Electricity Transformers and Vaults. To the extent reasonably deemed
necessary by Tenant and to the extent not unreasonably disruptive to Landlord’s operation of the
Building or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and
customary uses, and provided that in Landlord’s reasonable determination additional space in the
Project is available for such purposes and Tenant at all times otherwise complies with and
satisfies all of the Special Use Conditions with respect thereto for space outside the Premises
and/or above the ceilings in the Premises, Landlord shall provide to Tenant space in the Project
for new vaults and transformers for Tenant’s additional electrical and/or telecommunications
requirements for the Premises and Supplemental Areas (and/or Supplemental Equipment); provided,
however, the location of such space for any new vault or transformer within the Project shall be
designated by Landlord in its reasonable discretion and shall be made available to Tenant at then
market terms and then market charges to be paid by Tenant to Landlord for the use thereof. Prior to
installation of any such new vaults or transformers, Tenant shall submit to Landlord, for
Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed,
plans and specifications for the same.




          6.9.9 Fiber Vault Construction. Tenant may, from time to time and at any time,
request that Landlord allow Tenant, at Tenant’s sole cost and expense, to construct and/or install
fiber vaults to serve the Premises (and/or the equipment of Tenant and/or its customers in the
Premises) within rights of way adjacent to or underneath adjacent streets provided that in
Landlord’s reasonable determination space for the proposed vault is available and Tenant satisfies
and otherwise complies with all Special Use Conditions with respect to the use and operation
thereof for space outside the Premises and/or above the ceilings in the Premises, which use shall
also be upon market terms, and subject to Tenant’s payment of then market charges to Landlord for
the use thereof. To the extent reasonably requested by Tenant, Landlord shall assist Tenant, at no
cost to Landlord, in procuring applicable approvals necessary for the construction, at Tenant’s
cost, of any such fiber vaults.




          6.9.10 Supplemental Areas and Supplemental Equipment. The areas within the Building
and Project which are outside the Premises and to which Tenant has rights under the foregoing
provisions of this Article 6.9 (or otherwise under this Lease, including Section 2.1 of the
Summary) are referred to in this Lease collectively as the “Supplemental Areas.” Tenant’s
equipment, facilities and property in the Building and Project which are within such Supplemental
Areas located outside the Premises and which Tenant (or its lessors or customers) owns under this
Article 6.9 (or otherwise under this Lease) are referred to in this Lease collectively as the
“Supplemental Equipment.” Subject to and conditioned upon Tenant’s compliance with and
satisfaction of all of the Special Use Conditions (which Tenant hereby covenants to comply with at
all times with respect to all such Supplemental Areas and Supplemental Equipment and Tenant’s use
of and access thereto), Tenant shall, at no additional charge (except as otherwise expressly
provided above in this Article 6.9), have reasonable continuous access to the Supplemental Areas
and Supplemental Equipment as reasonably necessary in connection with the Permitted Use
(including, without limitation, use, testing, maintenance, repair and replacement/substitutions of
Supplemental Equipment), and Landlord shall not unreasonably interfere with, Tenant’s use of, the
Supplemental Areas or Supplemental Equipment.




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     Except to the extent expressly set forth to the contrary in this Lease, Tenant shall have no
obligation to pay Base Rent, Direct Expenses or any other fees or charges for the Supplemental
Areas (or Supplemental Equipment), and the rentable square footage of the Supplemental Areas shall
not be included in the calculation of Tenant’s Share. Tenant, at Tenant’s sole cost and expense,
shall install such fencing and other protective equipment on or about the Supplemental Equipment
and/or Supplemental Areas as required by Applicable Laws or as may otherwise be reasonably
determined by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or
delayed). It is expressly agreed and understood that, notwithstanding anything to the contrary in
this Lease, Tenant’s existing fencing and other protective equipment on or about the Supplemental
Equipment and/or Supplemental Areas as of the Lease Commencement Date, is acceptable to Landlord.
Notwithstanding the fact that Tenant must (or may, as applicable), leave certain property in the
Building, as set forth in this Lease, during the entire Lease Term (as may be extended), Tenant
shall remain the owner of all Supplemental Equipment for all purposes (including, without
limitation, for depreciation).



          6.9.11 Interruption of Use. Tenant agrees that, except as otherwise provided in this
Lease (and subject to Landlord’s obligations under this Lease), Landlord shall not be liable for
damages, by abatement of Rent (except as provided in this Lease) or otherwise, for failure to
furnish or delay in furnishing any utilities or services, or for any diminution in the quality or
quantity thereof, and such failures or delays or diminution shall never be deemed to constitute an
eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from
paying Rent (except as expressly provided in Section 18.4 below) or performing any of its
obligations under this Lease.




ARTICLE 7




REPAIRS



     7.1 General. Subject to Tenant’s obligations under this Lease (including Tenant’s
repair and maintenance obligations in Article 6.9 above and below in this Section 7.1), and
subject to Articles 10 and 12 of this Lease, Landlord shall, at Landlord’s sole cost and expense
(other than as part of Direct Expenses reimbursed to Landlord by Tenant in accordance with Article
4), maintain in first-class condition and operating order and keep in good repair and condition
the structural and/or exterior portions of the Premises, Building and Project, including (i) the
foundation, floor and ceiling.(including slabs), roof, curtain wall, glass and mullions, columns,
beams, shafts (including elevator shafts), stairs, parking areas, parking garages, landscaping,
fountains, water falls, Project signage, stairwells (excluding any internal stairwells within the
Premises), elevator cabs, plazas, art work, sculptures, men’s and women’s washrooms, Building
mechanical, electrical and telephone closets, and all Common Areas (collectively, the “Building
Structure”), and (ii) the mechanical, electrical, life safety, plumbing, sprinkler, HVAC and sewer
and other base Building systems excluding distribution thereof inside the Premises for portions of
the Premises used for telecommunications purposes, and including distribution thereof inside the
Premises for any other space in the Premises (but not with respect to any Alterations made to such
other space by or for Tenant after the Lease Commencement Date) (collectively, the “Building
Systems”), and Landlord shall make such corrections as may be required after being made aware of
the need therefor; provided, however, to the extent such maintenance and repairs are caused by the
negligence or willful misconduct of Tenant or any



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Tenant Parties or Tenant’s invitees, Tenant shall pay to Landlord, as additional rent, the
reasonable cost of such maintenance and repairs, subject, however to the waiver and limitations in
Section 9.4 below. Additionally, Tenant shall be responsible to repair, at its sole cost, any
damage to the Building or Project caused by Tenant’s Supplemental Equipment, subject, however to
the waiver and limitations in Section 9.4 below. Tenant shall use commercially reasonable efforts
to maintain and repair in working condition, in a manner consistent with Tenant’s past normal
business operations, any equipment of Tenant for which this Lease expressly provides will be
surrendered by Tenant to Landlord upon expiration or earlier termination of this Lease. The
Building Structure and Building Systems shall not include any of Tenant’s Supplemental Equipment.
Landlord shall comply with all applicable governmental laws, rules, regulations, codes and
ordinances (collectively, “Applicable Laws”) which relate to the Building Structure and/or Building
Systems, and Landlord shall make such corrections as may be required by Applicable Laws with
respect to the Building Structure and Building Systems after being made aware of the need therefor;
provided, however, that, subject to the waiver and limitations in Section 9.4 below, Tenant shall
reimburse Landlord, within thirty (30) days after invoice, for the reasonable, out-of-pocket costs
of any improvements and alterations required to be made to the Building Structure and Building
Systems which are Landlord’s obligation under this sentence to the extent caused by any
Alterations, equipment, systems or other property (including Tenant’s Supplemental Equipment) first
installed during the Lease Term by or on behalf of Tenant in the Premises or at the Project.
Without limiting the foregoing, except for casualty damage and causes beyond Landlord’s reasonable
control, Landlord shall use commercially reasonable efforts to maintain the roof of the Building in
water-tight condition, and free from leaks at all times. Subject to Landlord’s obligations under
this Lease, including, without limitation, under Articles 10 and 12 below, Tenant shall, at its
expense, keep the interior of the Premises (not including the Building Structure or Building
Systems) and all permanent improvements installed by Tenant in the Premises in good order and
condition during the Lease Term, except for ordinary wear and tear, causes beyond Tenant’s
reasonable control, casualty damage which is Landlord’s obligation to repair and the negligence or
willful misconduct of Landlord and the Landlord Parties (subject, however, to the waiver and
limitations in Section 9.4 below); provided, however, notwithstanding the foregoing, Tenant shall
not be required to maintain the Premises in any better condition than that which existed as of the
date of this Lease, except as may be required by Applicable Laws (but only to the extent of
compliance with Applicable Laws for which Tenant is otherwise specifically responsible under the
terms of this Lease). Landlord shall perform all repairs, improvements and work at the Building and
Project in a commercially reasonable manner, after-hours (whenever reasonably practicable) and in a
manner which does not unreasonably interfere with Tenant’s use or operation of the Premises for the
Permitted Use.




     7.2 Tenant’s Right to Make Repairs. Notwithstanding any of the TCCs set forth in this
Lease to the contrary, if Tenant provides written notice to Landlord of an event or circumstance
which requires the action of Landlord pursuant to the terms of this Lease, and which event or
circumstance materially or adversely affects the conduct of Tenant’s business from the Premises,
and Landlord fails to commence such required action within a reasonable period of time, given the
circumstances, after the receipt of such notice, but in any event not later than thirty (30) days
after receipt of such notice, then Tenant may proceed to take the required action upon delivery of
an additional ten (10) business days’ written notice to Landlord specifying that Tenant is taking
such required action (provided, however, that the initial thirty



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(30) day notice and the subsequent ten (10) business day notice shall not be required in the event
of an “Emergency”, as that term is defined, below, but rather a single one (1) business day notice
shall be required) and if such action was required under the TCCs of this Lease to be taken by
Landlord and was not commenced by Landlord within such ten (10) business day period (or one (1)
business day period in the event of an Emergency, as applicable) and thereafter diligently pursued
to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s
reasonable out-of-pocket costs and expenses in taking such action plus interest thereon at ten
percent (10%) per annum. In the event Tenant takes such action, and such action affects the
Building Structure or Building Systems, then Tenant shall use only those contractors used by
Landlord in the Building for work unless such contractors are unwilling or unable to perform, or
timely perform, such work, in which event Tenant may utilize the services of any other qualified
contractor which performs similar work in Comparable Buildings. Promptly following completion of
any work taken by Tenant pursuant to the TCCs of this Article 7.2, Tenant shall deliver to Landlord
a detailed invoice of the work completed, the materials used and the costs relating thereto. If
Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after
receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent payable by
Tenant under this Lease, the amount set forth in such invoice. If, however, Landlord delivers to
Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the
payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its
claim that such action did not have to be taken by Landlord pursuant to the TCCs of this Lease or
that the charges are excessive (in which case Landlord shall pay the amount it contends would not
have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but may
proceed to claim a default by Landlord; if Tenant prevails in any such claim, the amount of the
award (which shall include interest at 10% per annum from the time of each expenditure by Tenant
until the date Tenant receives such amount by payment or offset) may be deducted by Tenant from the
Rent next due and owing under this Lease. For purposes of this
Article 7.2, an “Emergency”
shall mean an event threatening immediate and material danger to people or property located in the
Building.




ARTICLE 8




ADDITIONS AND ALTERATIONS



     8.1 Landlord’s Consent to Alterations. Subject to the following provisions of this
Article 8, Tenant shall have the right, without Landlord’s consent, to make changes,
modifications, additions and alterations to the Premises during the first twelve (12) months of
the Lease Term (collectively, the “Permitted Alterations”). It is understood that, subject to the
following provisions of this Article 8, Tenant may (but without obligation to do so) also install
and construct infrastructure and telecommunications facilities and equipment in the Premises
during such 12-month period, and that the same shall be considered part of Permitted Alterations.
With respect to any Permitted Alterations (including, without limitation, under Section 1.3 above)
that do not require Landlord’s consent, Landlord’s consent shall still be required for the plans
and specifications for the Permitted Alterations, which consent shall not be withheld, conditioned
or delayed by Landlord, unless a Design Problem exists, and will be deemed consented to by
Landlord unless Landlord denies its consent by written notice to Tenant identifying the Design
Problem within ten (10) business days after Landlord receives the plans and specifications in
question. A “Design Problem” is defined as the applicable Alteration: (i)



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materially and adversely affecting the Building Structure or Building floor loads; (ii) materially
and adversely affecting the Building Systems (or the reasonable industry-standard third-party
manufacturer’s specifications for the Building Systems); (iii) unreasonably interfering with any of
Landlord’s normal and customary business operations at the Building or Project or other tenants’ or
occupants’ use or enjoyment of their premises, systems and/or equipment, provided that such use and
enjoyment is for normal and customary purposes in an office/telecommunications building that do not
unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with
the TCC’s of this Lease; (iv) creating a dangerous or hazardous condition; and/or (v) failing to
comply with Applicable Laws or any other provisions of this Lease (including, without limitation,
Section 7 of the Summary). Notwithstanding anything to the contrary set forth herein, Tenant’s
existing improvements, alterations, systems and equipment shall not be deemed to create a Design
Problem if such Design Problem exists as a result of any action by Landlord on or after the Lease
Commencement Date.




     Additionally, without limiting the foregoing, during the Lease Term (as may be extended),
Tenant shall not require Landlord’s consent to (a) repair the Premises or to install, repair,
replace, supplement or modify any telecommunications and/or Colocation systems and/or equipment
within the Premises, provided such repairs, systems and equipment do not affect the Building
Structure and would not result in a Design Problem, or (b) perform non-structural changes,
modifications, additions and alterations to the Premises that do not affect the Building Structure
or Building Systems and would not result in a Design Problem (collectively, the “Non-Structural
Alterations”). Except in connection with Permitted Alterations that do not result in a Design
Problem, and except as set forth in the preceding sentence, Landlord’s consent shall be required
for Tenant to make alterations to the Premises which affect the Building Structure or the Building
Systems (collectively, the “B/S Alterations”), which consent or approval shall not be withheld by
Landlord, unless a Design Problem exists. Permitted Alterations, Non-Structural Alterations and
B/S Alterations and all other alterations to the Premises by or on behalf of Tenant are sometimes
collectively referred to herein as “Alterations”. Notwithstanding anything to the contrary
contained in this Article 8, in no event may Tenant make any Alterations (1) that would result in
a Design Problem unless Landlord, in its sole and absolute discretion, approves same, (2) unless
Tenant delivers to Landlord written notice of such proposed Alterations together with the plans
and specifications therefor (or any subsequent changes thereto) at least ten (10) business days
prior to the commencement of, such Alterations (so that Landlord may determine if a Design Problem
exits with respect thereto and/or post notices of non-responsibility), and (3) unless Tenant
performs the same in compliance with this Article 8. With respect to any Alterations requiring
Landlord’s consent, if Landlord does not notify Tenant in writing that it is withholding its
consent to any proposed Alterations (it being understood that Landlord may only withhold its
consent if a Design Problem exists) within ten (10) business days after Tenant’s request, then
Landlord shall be deemed to have approved such Alterations.



     8.2 Manner of Construction. All Alterations performed by or on behalf of Tenant shall
be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation,
payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review
Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike
manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans
and specifications therefor submitted by Tenant to Landlord (and



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approved by Landlord, to the extent such approval was required); (d) by contractors and
subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may
reasonably designate the contractors and subcontractors to perform all B/S Alterations provided
such contractors and subcontractors are unrelated to Landlord and agree to perform such work at
competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable,
non-discriminatory construction rules and regulations (which shall be made available to Tenant upon
request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any
portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere
Landlord’s normal and customary business operations at the Building or Project or other tenants’ or
occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior
to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or
its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord
(not to exceed the amount of coverage typically required by landlords of Comparable Buildings)
covering the construction of such Alterations, and such other insurance as Landlord may reasonably
require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens
imposed against the Building or Project as a result of the performance by Tenant of any Alterations
and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises,
Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all
Claims in connection with any such liens.




     8.3 Removal of Tenant’s Property. Notwithstanding anything to the contrary in this
Lease, during the Lease Term (and for up to ten (10) business days after the expiration or earlier
termination of the Lease Term, but subject to Tenant’s payment of holdover rent pursuant to
Article 15 below during such period), except as set forth to the contrary in Article 14 below,
Tenant may, at Tenant’s option, but without obligation to do so, remove from the Premises,
Building and Project any Alterations, and/or Tenant’s furniture, fixtures (including business and
trade fixtures), personal property, infrastructure, improvements, equipment and/or other property
owned by Tenant or installed or placed by or on behalf of Tenant (regardless of whether the same
is built-in or free standing), including, without limitation, telecommunications equipment and
systems, provided Tenant repairs, at its expense, any damage to the Premises and Building caused
by any such removal; provided, however, Tenant may leave floor and wall coverings in the Premises
in their then existing “as is” condition and shall have no obligation to repaint, install new
floor covering or to patch or repair wall, ceiling, roof, floor and/or other penetrations in the
Premises.



ARTICLE 9




INDEMNITY; INSURANCE



     9.1 Indemnification.



          9.1.1 As used herein, the “Tenant Parties” shall mean, collectively, Tenant and Tenant’s
partners, shareholders, members, affiliates, subsidiaries, officers, directors, successors,
assignees, subtenants, agents and licensees (including Colocation Users), employees and
independent contractors. Landlord hereby indemnifies, defends and holds harmless the Tenant
Parties (other than contractors, subtenants, Colocation Users and licensees), from and against any




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claim, loss, cost, damage, expense and liability (including without limitation court costs and
reasonable attorneys’ fees) (collectively, “Claims”) to the extent (a) caused by or resulting from
the negligence or willful misconduct of Landlord or its partners, shareholders, members,
affiliates, subsidiaries, officers, directors, successors, agents, employees, and independent
contractors and/or each of them (collectively, “Landlord Parties”), or breach of this Lease by
Landlord (including, without limitation, any default by Landlord under Section 18.3 below), and (b)
not insured or required to be insured by Tenant under this Lease, but such indemnity shall not
include (i) any loss or damage to Tenant’s property to the extent Tenant has waived such loss or
damage pursuant to Section 9.4 below, or (ii) any lost profits, loss of business or other
consequential damages.




          9.1.2 Subject to and except for (a) Claims indemnified by Landlord in Landlord’s indemnity in
Section 9.1.1 above, (b) Landlord’s obligations under this Lease, and (c) Claims caused by or
resulting from the gross negligence or willful misconduct of Landlord or the Landlord Parties and
not insured or required to be insured by Tenant under this Lease (such excluded Claims in this
clause (c), collectively, the “Excluded Claims”), Tenant hereby: (i) assumes all risk of damage to
property (including, without limitation, the Supplemental Equipment) or injury to persons in, upon
or about the Premises or the Supplemental Areas from any cause whatsoever; and (ii) agrees that,
to the extent not prohibited by law, the Landlord Parties shall not be liable for, and are hereby
released from any responsibility for, any damage either to person or property (including, without
limitation, the Supplemental Equipment) or resulting from the loss of use thereof which damage is
sustained by Tenant, any Tenant Parties or other persons claiming through Tenant. Tenant hereby
indemnifies, defends and holds harmless Landlord and the Landlord Parties (other than contractors)
from and against any Claims to the extent (1) caused by or resulting from the negligence or
willful misconduct of Tenant or Tenant Parties, or the breach of this Lease by Tenant (including,
without limitation, any Default by Tenant under Section 18.1 below), and (2) not insured or
required to be insured by Landlord under this Lease, but such indemnity shall not include (A) any
loss or damage to Landlord’s property to the extent Landlord has waived such loss or damage
pursuant to Section 9.4 below, or (B) any lost profits, loss of business or other consequential
damages.




          9.1.3 The provisions of this Article. 9.1 shall survive the expiration or sooner termination
of this Lease.




     9.2 Landlord’s Insurance. Landlord shall insure the Building (including the Building
Structure and Building Systems) and the Project (but excluding, at Landlord’s option, the property
required to be insured by Tenant pursuant to Section 9.3.2 below) during the Lease Term against
loss or damage due to fire and other casualties covered within the classification of fire and
extended coverage, vandalism coverage and malicious mischief, water damage, earthquake damage (to
the extent available at commercially reasonable costs), and all other risks normally covered under
“special form” policies in the geographical area of the Building. Such coverage shall be in such
amounts, from such companies, and on such other TCCs, as Landlord may from time to time reasonably
determine, provided that, in any event, such coverage shall: (i) be for full replacement (less
commercially reasonable deductibles) of such covered items of the Building and the Project in
compliance with Applicable Laws; (ii) be with companies licensed in the State of California; and
(iii) at a minimum be comparable to the coverage and amounts of property damage insurance which
are carried by reasonably prudent landlords of



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Comparable Buildings (except Landlord shall have the right, but not the obligation, to obtain
terrorism, mold and/or flood insurance, provided that, in the event Landlord carries the same,
then the cost of the same shall be imputed into the Base Year as if Landlord carried the same
during the entire Base Year). Additionally, Landlord shall maintain Commercial General
Liability Insurance with companies licensed in the State of California covering the insured
against Claims of bodily injury, personal injury and property damage (including loss of use
thereof) arising out of Landlord’s operations, and contractual liabilities, for limits of
liability not less than $5,000,000.00 per occurrence and $5,000,000.00 in the aggregate). Upon
inquiry by Tenant, from time to time, Landlord shall inform Tenant of all such insurance
carried by Landlord.




     9.3 Tenant’s Insurance.



          9.3.1 Tenant shall maintain the following coverage in the following amounts: Commercial
General Liability Insurance covering the insured against Claims of bodily injury, personal
injury and property damage (including loss of use thereof) arising out of Tenant’s
operations, and contractual liabilities, for limits of liability not less than:




	 	 	 
	     Bodily Injury and
	 	$5,000,000 each occurrence
	     Property Damage Liability
	 	$5,000,000 annual aggregate
	 
	 	 
	 
	 	Commercially reasonable deductible amounts
	 
	 	 
	     Personal Injury Liability
	 	$5,000,000 each occurrence
	 
	 	$5,000,000 annual aggregate
	 
	 	 
	 
	 	Commercially reasonable deductible amounts






          9.3.2 Tenant shall also insure (i) all Alterations and tenant improvements now or
hereafter permanently attached to the Premises (and not described in (ii) below) by or on
behalf of Tenant (collectively, the “Permanent Alterations”), and (ii) all of Tenant’s
personal property, fixtures, systems and equipment (including the Supplemental Equipment) now
or hereafter in the Premises and/or Project (including the Supplemental Areas) against loss
or damage due to fire and other casualties covered within the classification of fire and
extended coverage, vandalism coverage and malicious mischief, water damage and all other
risks normally covered under “special form” policies in the geographical area of the
Building. Such coverage shall be for full replacement of the insured items (less commercially
reasonable deductibles) in compliance with Applicable Laws.




          9.3.3 All such insurance required to be maintained by Tenant shall: (a) be maintained
throughout the Lease Term (as may be extended); (b) be issued by companies licensed in the
State of California and having a rating reasonably acceptable to Landlord; (c) name Landlord,
Landlord’s property manager and the holder of any mortgage encumbering the Building or
Project as additional insureds with respect to Tenant’s liability insurance under Section
9.3.1 above and as loss payees (as their respective interests appear) with respect to the
property damage insurance described in Section 9.3.2(i) above; (d) provide, in effect, that
the insurer shall endeavor to give Landlord at least ten (10) days’ prior written notice of
cancellation or material reduction in coverage; (e) be primary insurance as to all claims
thereunder, and




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provide that any insurance carried by Landlord is excess and is non-contributing; and (f) be in
commercially reasonable form. Tenant shall deliver to Landlord certificates of insurance evidencing
the coverage required to be carried by Tenant hereunder on or before the Lease Commencement Date
and before the expiration dates thereof.




     9.4 Subrogation. Landlord and Tenant intend that their respective property loss risks
shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and
Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance
carriers in the event of a property loss to the extent that such coverage is agreed to be provided
hereunder or if higher, to the extent such insurance has been obtained. The parties each hereby
waive all rights and claims against each other (and against the officers, directors, partners,
members, shareholders, employees and agents of the other) for such losses, and waive all rights of
subrogation of their respective insurers, provided such waiver of subrogation shall not affect
the right to the insured to recover thereunder from the insurer. Such waiver and release shall
specifically include any deductible, retention and self-insured loss or damage. The parties agree
that their respective property damage insurance policies are now endorsed (or they shall use
commercially reasonable efforts to obtain such an endorsement from their respective insurers) such
that the waiver of subrogation shall not affect the right of the insured to recover thereunder,
but the failure to obtain any such endorsement shall not impair the effectiveness of this waiver
and/or release between Landlord and Tenant.



ARTICLE 10




DAMAGE AND DESTRUCTION



     10.1 Repair of Damage to Premises by Landlord. If the Premises, the Building
Structure, the Building Systems, or any Common Areas serving or providing ingress/egress to the
Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently repair
and restore the Building Structure, the Building Systems and the Common Areas and Supplemental
Areas (and the Permanent Alterations in the Premises as described in Section 10.2.1 below, subject
to the provisions of Section 10.2.1 below). Such restoration shall be to substantially the same
condition as existed prior to the casualty, except for modifications required by Applicable Laws.
Landlord shall have no obligation whatsoever under this Article 10 to repair or restore the
Supplement Equipment or any of Tenant’s personal property, trade fixtures or equipment in the
Premises, Building or Project, and Tenant shall have no obligation to assign or deliver any
insurance proceeds or other amounts to Landlord with respect thereto. In the event of casualty
damage, Rent will be abated, if at all, pursuant to the terms of Section 18.4 below.



     10.2 Termination Rights.



          10.2.1 In the event that, as a result of the casualty in question, Landlord would have to
repair Uninsured Damage (as defined below) to the Building in excess of Ten Million Dollars
($10,000,000.00) (the “Uninsured Costs”), then, unless Tenant is willing to provide to Landlord
funds necessary to cover all Uninsured Costs to the extent in excess of the initial $10,000,000.00
in Uninsured Costs (the “Initial Uninsured Costs”), plus fifty percent (50%) of the Initial
Uninsured Costs, Landlord may elect not to effect such repairs and instead terminate




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this Lease, by notifying Tenant in writing of such termination within sixty (60) days after
Landlord learns of the necessity for repairs as a result of such casualty. Notwithstanding the
foregoing, Landlord may only exercise such termination right: (i) with respect to the damaged
portions of the Premises; or (ii) with respect to the entire Lease if the Termination Condition (as
defined below) has been met As used herein, “Uninsured Damage” shall mean that Landlord does not
have insurance proceeds with respect to such damage (including and taking into account any
deductible amounts, except as expressly provided in clause (B) hereinbelow), provided that (A)
Landlord would also not have such proceeds had Landlord carried the insurance as required under
this Lease, and (B) any deductible amounts that (1) do not pertain to earthquake, terrorism, mold
and/or flood insurance (or any insurance not required to be carried by Landlord under Section 9.2
above), and (2) are in excess of the lesser of commercially reasonable deductible amounts at the
time of such casualty or $500,000.00, shall not, to the extent of such excess, be considered part
of Uninsured Damage or included in such Uninsured Costs. Additionally, where greater than forty
percent (40%) of the Building is damaged by the casualty in question, and repairs thereto cannot,
in Landlord’s reasonable opinion (certified by Landlord’s independent third-party licensed
contractor), be completed within twelve (12) months after the necessity for repairs as a result of
such damage becomes known to Landlord (certified by Landlord’s independent third-party licensed
contractor), then, provided the Termination Condition has been met, Landlord may elect not to
effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such
termination within sixty (60) days after Landlord learns of the necessity for repairs as a result
of damage. The “Termination Condition” is defined as prior to or concurrently with Landlord’s
termination notice terminating this Lease, Landlord terminates the leases of all other tenants of
the Building which contain termination rights in favor of Landlord permitting Landlord to terminate
such leases in the event of casualty damage. Upon the occurrence of any damage to the Premises for
which Landlord has elected, or is otherwise required, to repair, then provided this Lease has not
been terminated, Tenant shall assign to Landlord all insurance proceeds payable to Tenant under
Section 9.3.2(i) above with respect to the Permanent Alterations in the Premises and Landlord shall
repair any damage to such Permanent Alterations (provided if the cost of such repair of such
Permanent Alterations exceeds the sum of (x) the amount of insurance proceeds for such Permanent
Alterations received by Landlord from Tenant or Tenant’s insurance carrier, as assigned by Tenant,
plus (y) any  insurance proceeds received by Landlord from Landlord’s insurance with respect to
such Permanent Alterations, the excess cost of such repairs to such Permanent Alterations shall be
paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage).




     Additionally, if the Premises or the Building is damaged to any substantial, material extent
by fire or other casualty during the last twelve (12) months of the Term, and, in the reasonable
judgment of Landlord’s independent third-party licensed contractor, the damage or destruction to
the Premises or Building cannot be repaired by the date which is sixty (60) days after such
casualty damage, and Tenant elects not to exercise any existing renewal option in its favor
(which has not been previously waived or expired), then notwithstanding anything contained
herein, Landlord and/or Tenant shall have the option to terminate this Lease by giving written
notice to the other party of the exercise of such option within sixty (60) days after such party
learns learn of the necessity for repairs as the result of such damage.



          10.2.2 Notwithstanding the TCCs of Article 10.1 or 10.2.1 above if, in the reasonable
opinion of an architect or contractor mutually and reasonably agreed upon by




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Landlord and Tenant (the “Damage Consultant”), the damage affects more than thirty percent (30%) of
the Premises (herein, a “Tenant Damage Event”), and repairs of such damage to the portions of the
Building which Landlord is obligated to repair pursuant to Section 10.1 above cannot reasonably be
completed within twelve (12) months after the date of discovery of the damage, then Tenant may
elect to terminate this Lease by delivering written notice thereof to Landlord within sixty (60)
days after Tenant’s receipt of the certificate of such Damage Consultant setting forth such
reasonable opinion, in which event Landlord shall not be required to restore and/or rebuild as
required pursuant to Section 10.1 above. Tenant may request that Landlord provide Tenant with a
certificate from the Damage Consultant described above setting forth such Damage Consultant’s
reasonable opinion of the date of completion of the repairs and Landlord shall respond to such
request within five (5) business days.



          10.2.3 If either Landlord or Tenant exercises any of its options to terminate this Lease as
provided above in this Section 10.2, this Lease shall cease and terminate as of the date set forth
in such party’s termination notice, which termination date shall be no less than thirty (30) days
and no more than ninety (90) days after such termination notice is delivered to the other party;
provided, however, that if the termination notice is delivered as a result of a casualty damage
occurring during the last twelve (12) months of the Lease Term, such termination date shall be no
less than thirty (30) days and no more than forty-five (45) days after such termination notice is
delivered to such other party.




     10.3 Waiver of Statutory Provisions. The TCCs of this Lease, including this Article
10, 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 the Project, and any
statute or regulation with respect to any rights or obligations concerning damage or destruction
in the absence of an express agreement between the parties, and any other statute or regulation,
now or hereafter in effect, shall have no application to this Lease or any damage or destruction
to all or any part of the Premises, the Building or the Project. Without limiting the foregoing,
with respect to any damage or destruction Landlord and Tenant irrevocably waive and release their
respective rights under the provisions of Sections 1932 and 1933 of the California Civil Code.



ARTICLE 11




NONWAIVER



     Except as otherwise provided for herein as a “deemed waiver,” no provision of this Lease
shall be deemed waived by either party hereto unless expressly waived in a writing signed by such
waiving party. The waiver by either party hereto of any breach of any TCC herein contained shall
not be deemed to be a waiver of any subsequent breach of same or any other TCC herein contained.
The subsequent acceptance of Rent hereunder by Landlord or payment of Rent by Tenant shall not be
deemed to be a waiver of any preceding breach by Tenant or Landlord of any TCC of this Lease,
other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s
or Tenant’s knowledge of such preceding breach at the time of acceptance or payment of such Rent.
No acceptance by Landlord of a lesser amount than the Rent herein stipulated shall be deemed a
waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement
on any check or payment or any letter accompanying such check or payment be deemed an accord
and/or satisfaction, and Landlord



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may accept such check or payment without prejudice to Landlord’s right to recover the full amount
due.




ARTICLE 12




CONDEMNATION



     If (i) the whole of the Premises, Building or Project, or fifty percent (50%) or more of the
Premises, shall be taken by power of eminent domain or condemned by any competent authority for any
public or quasi-public use or purpose, or (ii) Landlord shall grant a deed or other instrument in
lieu of any such takings by eminent domain or condemnation as a result thereof, then Landlord shall
have the option to terminate this Lease, provided that prior to or concurrently with Landlord’s
termination notice terminating this Lease, Landlord terminates the leases of all other tenants of
the Building which contain termination rights in favor of Landlord permitting Landlord to terminate
such leases in the event of such condemnation or taking. If as a result of any of the aforesaid
condemnation or takings (or deeds in lieu thereof) Tenant cannot conduct its business operations in
substantially the same manner such business operations were conducted prior to such taking while
still retaining substantially the same material rights and benefits it bargained to receive under
this Lease, Tenant shall have the option to terminate this Lease, exercisable by written
termination notice delivered by the terminating party to the other party within sixty (60) days
after such terminating party becomes aware thereof. Any such termination shall be effective as of
the date possession is required to be surrendered to the authority. Tenant shall not assert any
claim against Landlord for any compensation because of such taking and Landlord shall be entitled
to the entire award or payment in connection therewith, except that Tenant shall have the right to
file any separate claim against the taking authority available to Tenant for any taking of Tenant’s
personal property, equipment, improvements, alterations and/or fixtures belonging to Tenant, and
for moving expenses. Notwithstanding anything in this Article 12 to the contrary, Landlord and
Tenant shall each be entitled to receive fifty percent (50%) of the “bonus value” of the leasehold
estate in connection therewith, which bonus value shall be equal to the difference between the Rent
payable under this Lease and the sum established by the condemning authority as the award for
compensation. All Rent shall be apportioned as of the date of such termination. Upon any taking or
other matter described in this Article 12, Rent for the Premises (and for those Supplemental Areas,
if any, for which Rent is required to be paid by Tenant under this Lease) shall be abated pursuant
to Section 18.4 below. Tenant hereby waives any and all rights it might otherwise have pursuant to
Section 1265.130 of the California Code of Civil Procedure. Notwithstanding anything to the
contrary contained in this Article 13, in the event of a temporary taking of all or any portion of
the Premises for a period of one hundred and eighty (180) days or less, or a taking of less than
thirty percent (30%) of the Premises, then this Lease shall not terminate pursuant to this Article
12 but the Rent for the Premises (and for those Supplemental Areas, if any, for which Rent is
required to be paid by Tenant under this Lease) shall be abated pursuant to Section 18.4 below;
Landlord shall be entitled to receive the entire award made in connection with any such temporary
taking.







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ARTICLE 13




ASSIGNMENT AND SUBLETTING



     13.1 Transfers. Tenant shall not, without the prior written consent (except as
otherwise provided below) of Landlord, which consent will not be unreasonably withheld, conditioned
or delayed, assign this Lease or sublet all or any portion of the Premises (a “Transfer”; any
person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a
“Transferee”). If Tenant desires to obtain Landlord’s consent to any Transfer (and such consent is
required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice
(the “Transfer Notice”) shall include (i) a description of the portion of the Premises to be
transferred (the “Subject Space”), (ii) all of the material economic terms of the proposed Transfer
and the consideration therefor, the name and address of the proposed Transferee, and a copy of all
relevant existing executed and/or proposed documentation (to the extent then existing) pertaining
to the proposed Transfer, and (iii) current financial statements of the proposed Transferee.
Landlord shall approve or disapprove of the proposed Transfer within thirty (30) days (the “Review
Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord
fails to notify Tenant in writing of such approval or disapproval within such Review Period and
(ii) Landlord fails to notify Tenant in writing of such approval or disapproval within five (5)
business days following Landlord’s receipt of a reminder notice of the expiration of the Review
Period, then Landlord shall be deemed to have approved such Transfer. Any Transfer requiring
Landlord’s consent hereunder which is made without Landlord’s prior written consent shall, at
Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including
any Permitted Transfers pursuant to Section 13.3 below, are and shall be subject and subordinate to
all of the TCCs of this Lease, except as may otherwise be provided in this Lease. If Landlord
consents to any Transfer, (A) such consent shall not be deemed consent to any further Transfer by
either Tenant or a Transferee, and (B) Tenant shall deliver to Landlord, promptly after execution,
an original executed copy of all relevant documentation pertaining to such Transfer. In addition,
no Transfer, whether with or without Landlord’s consent and whether a Permitted Transfer, shall
relieve Tenant from any liability under this Lease.



     13.2 Landlord’s Consent. Landlord shall not unreasonably withhold, condition or delay
its consent to any proposed Transfer of the Subject Space to the Transferee on the TCCs specified
in the Transfer Notice. The parties hereby agree that reasonable reasons under this Lease and
under any Applicable Law for Landlord to withhold consent to any proposed Transfer shall include,
without limitation, the following:



          13.2.1 In the event of an assignment of this Lease, or a sublease of more than 15,000
rentable square feet of the Premises, the Transferee does not have the financial capability to
perform the obligations under the applicable Transfer;




          13.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted
under this Lease; or




          13.2.3 The proposed Transfer would cause a violation of an exclusive right granted by
Landlord in good faith in another lease for space in the Building, or would give an




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occupant of the Building a right to cancel its lease as a result of the proposed use to be
made of the space by the sublessee or assignee, provided that upon request from Tenant, Landlord
shall provide written notice of all applicable exclusive rights.




          13.2.4 The Transferee is either a governmental agency or instrumentality thereof (i) which is
that of a foreign country, or (ii) which operates a business from the Subject Space that is not
primarily an administrative office and/or requires or permits members of the general public to
visit the Subject Space to apply for and/or obtain information, services, goods and/or benefits
provided by such Transferee (other than on an occasional basis).




     13.3 Non-Transfers. Notwithstanding anything to the contrary contained in this
Article 13 or elsewhere in this Lease, Tenant may, from time to time, in its sole and absolute
discretion, without the consent of Landlord, provided that Tenant shall deliver to Landlord
written notice thereof (except no such notice shall be required for any license or sublicense
described in clause (a) hereinbelow which pertains to less than 5,000 rentable square feet of
space within the Premises), do any or all of the following (collectively, “Permitted Transfers”),
so long as any such Permitted Transfer was not entered into, and the transferee thereof was not
formed, as a subterfuge by Tenant, to (1) avoid the obligations contained in this Article 13, or
(2) adversely affect the ability of Tenant to satisfy its obligations under this Lease:



          (a) license and/or sublicense any or all of the Premises to any third parties (including
customers of Tenant and customers of such customers) for Colocation;




          (b) assign, sublease, and/or otherwise transfer the Premises and/or this Lease, and/or
Tenant’s interest therein, (i) to any affiliate of Tenant (including any entity that controls, is
controlled by, or is under common control, with Tenant), and/or (ii) in connection with any
merger, consolidation, sale of stock, sale of assets, sale of Tenant’s business and/or
restructuring;
and/or




          (c) assign this Lease (or any of Tenant’s property) as security for any financing obtained by
Tenant in the ordinary course of Tenant’s business (and, in connection therewith, Tenant may
record in the public records any leasehold deed of trust or mortgage against the Premises,
provided that such deed of trust or mortgage shall not impair Landlord’s title to the Project).




ARTICLE 14




SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL



     Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant
shall quit and surrender possession of the Premises to Landlord in as good order and condition as
of the date of this Lease, except for reasonable wear and tear, causes beyond Tenant’s reasonable
control (including casualty damage), repairs which are the responsibility of Landlord hereunder,
and the negligence or willful misconduct of Landlord and/or the Landlord Parties (subject,
however, to the waiver and limitations in Section 9.4 above). Such surrender shall also be subject
to and in accordance with the provisions of Section 8.3 above. Upon such expiration or
termination, Tenant shall, at its cost, remove or cause to be removed from the



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Premises, Building or Project, any Supplemental Equipment, Alterations, fixtures (including
business and trade fixtures) and/or other improvements, furniture, equipment, free-standing cabinet
work, movable partitions and/or other property owned by Tenant or installed or placed by Tenant
(and the same shall belong to Tenant, as its sole property), other than items set forth in the
penultimate sentence of this Article 14 which are to remain and repair any damage to the Building,
Project and Premises resulting from such removal; provided, however, (a) Tenant shall not be
obligated to remove Alterations, unless Landlord notified Tenant in writing prior to installation
of the applicable Alteration that Tenant is required to remove the same upon expiration or
termination of this Lease, and (b) Tenant shall not be required to remove any Supplemental
Equipment or other equipment unless the same is a potentially hazardous material (such as
batteries). Notwithstanding the foregoing, upon expiration or earlier termination of the Lease
Term, Tenant shall not be permitted or required to remove the Conduits or any of the following
equipment and/or any replacements or modifications thereto, which shall be surrendered by Tenant to
Landlord upon the expiration or earlier termination of the Lease Term in their then-existing
condition (subject, however, to Tenant’s obligations in Section 7.1 above to use commercially
reasonable efforts to maintain and repair in working condition, in a manner consistent with
Tenant’s past normal business operations, the following equipment): (1) any emergency power
generators or cooling towers and related piping and equipment from the Building or Project that are
outside the Premises (including without limitation, those items identified on Exhibit B as
“Utility Bus Duct Back/Up Generator/Parelling Gear” and “Cooling Tower (for 1st and
2nd floor IDC)”); and (2) the condenser water distribution system in the Building that is
outside the Premises, together with the piping loop and supporting pumps and equipment therefor;
provided, however, subject to Tenant’s obligations in
Section 7.1 (i.e., to use commercially
reasonable efforts to maintain and repair in working condition, in a manner consistent with
Tenant’s past normal business operations), (A) all such items shall be accepted by Landlord upon
the expiration or earlier termination of this Lease in their “As-Is” condition, without
representation or warranty by Tenant, and (B) Tenant shall have no obligation or liability
whatsoever in the event such items malfunction or break, or are otherwise not suitable for
Landlord’s needs or operations. Notwithstanding the fact that Tenant must (or may, as applicable),
leave certain property in the Building, during the entire Lease Term (as may be extended), Tenant
shall remain the owner of all such property, for all purposes (including, without limitation, for
depreciation), including, without limitation, Supplemental Equipment, Alterations, fixtures
(including business and trade fixtures), furniture, equipment, free-standing cabinet work, movable
partitions and/or other property owned by Tenant or installed or placed by Tenant.




ARTICLE 15




 HOLDING OVER



     If Tenant holds over after the expiration of the Lease Term or earlier termination thereof,
such tenancy shall be from month-to-month only, and shall not, except as set forth below,
constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall
be payable at a monthly rate equal to the product of (i) the Base Rent applicable during the last
rental period of the Lease Term under this Lease, and (ii) one hundred twenty-five percent (125%).
Such month-to-month tenancy shall be subject to every other applicable TCC contained herein.
Nothing contained in this Article 15 shall be construed as consent by Landlord to any



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holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender
possession of the Premises to Landlord as provided in this Lease upon the expiration or other
termination of this Lease.




ARTICLE 16




ESTOPPEL CERTIFICATES



     Within ten (10) business days following a request in writing by Landlord or Tenant, Tenant
or Landlord, as the case may be, shall execute, acknowledge and deliver to the requesting party
(the “Requesting Party”) a written statement certifying: (a) that this Lease is unmodified and in
full force and effect (or if there have been modifications, that this Lease is in full force and
effect as modified and stating the modifications); (b) the dates to which the rent and any other
charges have been paid; (c) to the non-Requesting Party’s knowledge, whether or not Requesting
Party is in default in the performance of any obligation, and if so, specifying the nature of
such default; (d) the address to which notices to non-Requesting Party are to be sent; and (e)
such other matters as the Requesting Party may reasonably request.



ARTICLE 17




 SUBORDINATION



     Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below,
this Lease shall be subject and subordinate to the lien of any mortgage or trust deed now or
hereafter in force against the Building or Project or any part thereof, if any, and to all
renewals, extensions, modifications, consolidations and replacements thereof, and to all advances
made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders
of such mortgages or trust deeds require in writing that this Lease be superior thereto. Landlord’s
delivery to Tenant of commercially reasonable non-disturbance agreement(s) in favor of Tenant from
any mortgage holders and lien holders of Landlord shall be in consideration of, and a condition
precedent to, Tenant’s agreement to be bound by the TCCs of this Article 17. Subject to Tenant’s
receipt of the non-disturbance agreement(s) described above, Tenant covenants and agrees in the
event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof,
to attorn to the lienholder or purchaser or any successors  thereto upon any such foreclosure
sale or deed in lieu thereof, to recognize such purchaser or lienholder as the lessor under this
Lease, provided such lienholder or purchaser shall agree to accept this Lease and not disturb
Tenant’s occupancy, so long as Tenant is not in Default of this Lease. Landlord’s interest herein
may be assigned as security at any time to any lienholder.



ARTICLE 18





DEFAULTS; REMEDIES



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



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          18.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under
this Lease, or any part thereof, when due unless such failure is cured within ten (10) business
days after written notice that the same was not paid when due; or




          18.1.2 Any failure by Tenant to observe or perform any other TCC of this Lease to be observed
or performed by Tenant where such failure continues for thirty (30) days after written notice
thereof from Landlord to Tenant; provided that if the nature of such failure is such that the same
cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in
Default if it diligently commences such cure within such period and thereafter diligently proceeds
to rectify and cure such failure as soon as reasonably possible; or




          18.1.3 Any uncured default beyond all applicable notice and cure periods by Tenant, as
subtenant, under the 4th Floor Sublease; but such uncured default by Tenant under the 4th Floor
Sublease shall not be considered a Default under this Lease prior to the date HWS has assigned its
interest in the 4th Floor Sublease to Landlord or an affiliate of Landlord (if at all). Effective
upon any such assignment, any such default (beyond all applicable notice and cure periods) by
Tenant under the 4th Floor Sublease shall, if not then cured, become a Default by Tenant under
this Lease.




     The notice periods provided herein are in addition to, and not in lieu of, any notice periods
provided by Applicable Law.



     18.2 Remedies Upon Default. Upon the occurrence of any event of Default by Tenant,
Landlord shall have, in addition to any other remedies available to Landlord at law or in equity
(all of which remedies shall be distinct, separate and cumulative), the option to pursue the
following remedies:



          18.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises
to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy
which it may have for possession or arrearages in Rent, after due process of law enter upon and
take possession of the Premises and expel or remove Tenant and any other person who may be
occupying the Premises or any part thereof, without being liable for prosecution or any claim or
damages therefor; and Landlord may recover from Tenant the following:




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



               (ii) The worth at the time of award of the 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



               (iii) The worth at the time of award of the amount by which the unpaid rent for the balance
of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided; plus



               (iv) 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



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               (v) At Landlord’s election, but subject to the provisions of this Lease, such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time by Applicable
Law.



     As used in this Article 18, the “worth at the time of award” shall be 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%).



     In the event of any such termination, Landlord shall use all efforts to mitigate its damages
in accordance with Applicable Laws. Subject to such duty to mitigate, upon any such termination,
Landlord shall have the right to terminate any and all subleases, licenses, concessions or other
consensual arrangements for possession entered into by Tenant and affecting the Premises or may,
in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses,
concessions or arrangements.



          18.2.2 Upon a Default, Landlord shall also 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). Accordingly, 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.




          18.2.3 Upon a Default, Landlord may, but shall not be obligated to, make any such payment or
perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant
and without releasing Tenant from any obligations hereunder, and Tenant shall pay to Landlord,
within thirty (30) days following delivery by Landlord to Tenant of statements therefor, sums
equal to expenditures reasonably made and obligations incurred by Landlord in connection with the
remedying by Landlord of any such Default.




     Notwithstanding the foregoing, Tenant shall not be liable for any indirect, special, punitive
or consequential damages.



     18.3 Landlord Default. Notwithstanding anything to the contrary set forth in this
Lease, Landlord shall be in default in the performance of any obligation required to be performed
by Landlord pursuant to this Lease if (i) in the event a failure by Landlord is with respect to
the payment of money, Landlord fails to pay such unpaid amounts within ten (10) business days of
written notice from Tenant that the same was not paid when due; or (ii) in the event a failure by
Landlord is other than (i) above, Landlord fails to perform such obligation within thirty (30)
days after the receipt of written notice from Tenant specifying in detail Landlord’s failure to
perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty
(30) days are required for its performance, then Landlord shall not be in default under this Lease
if Landlord commences such performance within such thirty (30) day period and thereafter
diligently pursues the same to completion. Upon any such default by Landlord under this Lease,
Tenant may exercise and all of its rights and remedies provided at law and/or in equity.



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     Notwithstanding the foregoing, Landlord shall not be liable for any indirect, special,
punitive or consequential damages.



     18.4 Abatement of Rent. In the event that Tenant is prevented from using, and does not
use, the Premises or any portion thereof, or the Supplemental Areas (or Supplemental Equipment) or
any portion thereof, as a result of Landlord’s breach of this Lease or the negligence or willful
misconduct of Landlord or its contractors, licensees or invitees or casualty or condemnation (or
any other event covered by Articles 10 or 12 of this Lease, other than with respect to the
Supplemental Equipment) (an “Abatement Event”), then Tenant may give Landlord written notice of
such Abatement Event, and if such Abatement Event continues for three (3) consecutive days after
Landlord’s receipt of any such written notice, or occurs for seven (7) days (whether or not
consecutive) in a three (3) consecutive month period (in either of such events, the “Eligibility
Period”), then (a) Rent for the Premises shall be abated after expiration of the Eligibility Period
for such time that Tenant continues to be so prevented from using, and does not use, the Premises,
or a portion thereof in the proportion that the rentable area of the portion of the Premises that
Tenant is prevented from using, and does not use (“Premises Unusable Area”), bears to the total
rentable area of the Premises, and (2) Rent for the Supplemental Areas for which Tenant is required
to pay Rent under this Lease, if any, shall be abated after expiration of the Eligibility Period
for such time that Tenant continues to be so prevented from using, and does not use, such
Supplemental Areas, or a portion thereof, in the proportion that the rentable area of the portion
of such Supplemental Areas for which Tenant is required to pay Rent and that Tenant is prevented
from using, and does not use (“SA Unusable Area”), bears to the total rentable area of such
Supplemental Areas for which Tenant is required to pay Rent; provided, however, (i) in the event
that Tenant is prevented from using, and does not use, the Premises Unusable Area 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 for such time as Tenant continues to be
so prevented from using, and does not use, the Premises, and (ii) in the event that Tenant is
prevented from using, and does not use, the SA Unusable Area for a period of time in excess of the
Eligibility Period and the remaining portion of the applicable Supplemental Areas for which
Tenant is required to pay Rent under this Lease is not sufficient to allow Tenant to effectively
conduct its business or operate its Supplemental Equipment therein, and if Tenant does not conduct
its business or operate its Supplemental Equipment from such remaining portion of such Supplemental
Areas, then for such time after expiration of the Eligibility Period during which Tenant is so
prevented from effectively conducting its business or operating its Supplemental Equipment therein,
the Rent for such entire affected Supplemental Areas for which Tenant is required to pay Rent shall
be abated for such time as Tenant continues to be so prevented from using, and does not use, such
Supplemental Areas for which Tenant is required to pay Rent. To the extent Tenant is entitled to
abatement because of an event covered by Articles 10 or 12 of this Lease, then the Eligibility
Period shall not be applicable.



     18.5 Landlord Bankruptcy Proceeding. In the event that the obligations of Landlord
under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding
involving Landlord as the debtor, or following the rejection of this Lease in accordance with
Section 365 of the United States Bankruptcy Code, then notwithstanding any



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provision of this Lease to the contrary, Tenant shall have the right to set off against the Rent
next due and owing under this Lease (a) any and all damages caused by such non-performance of
Landlord’s obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy
trustee, and (b) any and all damages caused by the non-performance of Landlord’s obligations
under this Lease following any rejection of this Lease in accordance with Section 365 of the
United States Bankruptcy Code.




     18.6 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes,
alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests
hereunder, or any other action or omission by Landlord shall be construed as an election by
Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of
the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s
obligations hereunder, unless express written notice of such intention is sent by Landlord to
Tenant.



     18.7 Special Offset Right. In the event that Tenant properly exercises its right,
pursuant to Section 18.3 of the 4th Floor Sublease, to offset any amounts described
therein against the rent payable to HWS by Tenant as subtenant under the 4th Floor Sublease, but
the amount of such offset exceeds such rent then payable by Tenant thereunder, then Tenant may
thereafter offset such excess amount against the Rent next due and payable under this Lease.
The “4th Floor Sublease” is defined as that certain Lease of even date herewith
between HWS, as sublandlord, and Tenant, as subtenant, pertaining to space subleased to
Tenant by HWS and located on the fourth (4th) floor of the Building.



ARTICLE 19 




COVENANT OF QUIET ENJOYMENT



     Landlord covenants that Tenant, so long as Tenant is not in Default under this Lease,
shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to
the terms, covenants, conditions, provisions and agreements hereof without hindrance or
interference by Landlord or any persons or parties claiming by, through or under Landlord.



ARTICLE 20




 SIGNS



     Tenant shall be entitled to the following, at Tenant’s sole cost and expense: (a) suite
entrance signage for the Premises reasonably acceptable to Landlord and Tenant (and consistent
with Building standard signs for multi-tenant floors), and (b) Tenant’s proportionate share of
directory signage in all Building and Project directories reasonably acceptable to Landlord and
Tenant. Any change to such signage shall be subject to the prior written consent of Landlord
(not to be unreasonably withheld, conditioned or delayed). Tenant shall have the right to retain
its current signage existing as of the date of this Lease, including, without limitation, all
signage located outside of any of the Suites in the Premises used for Colocation (but not any
such signage for any Eliminated Space deleted from this Lease pursuant to Section 2.2 above,
from and after the effective date of such termination). Additionally, subject to all
Applicable Laws



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and the approval of all applicable governmental authorities, Tenant shall be entitled, at Tenant’s
sole cost and expense, to one (1) eyebrow sign reasonably acceptable to Landlord and Tenant in
size, lettering, design, color, quality and all other specifications, which shall be located on the
Grand Avenue (i.e., the West) Building exterior, in the location depicted on Exhibit I attached
hereto (the “Eyebrow Signage”). The Eyebrow Signage shall contain only the name “CRG West”, or any
other name under which the Original Tenant conducts the majority of its business operations at the
Premises so long as such name is not an Objectionable Name (as defined below), and accompanying
logo(s) and/or trademark and shall be personal to the Original Tenant named in this Lease, any
affiliate of the Original Tenant, any other transferee under Section 13.3(b) above, and/or any
permitted assignee of Tenant’s entire interest in this Lease, provided that the name, logo and
design on the Eyebrow Signage of an affiliate, a transferee under Section 13.3(b) above, and/or any
permitted assignee of Tenant’s entire interest in this Lease, shall be subject to the prior consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. An
“Objectionable Name” shall be defined as a name (other than CRG West) that would be reasonably
offensive to landlords of Comparable Buildings. Landlord shall reasonably cooperate with Tenant, at
no cost or expense to Landlord, in obtaining all necessary approvals, permits and licenses for the
Eyebrow Signage (including, without limitation, by signing documents reasonably requested by
Tenant), and shall reasonably cooperate with Tenant in connection with the installation,
replacement, maintenance and removal of the Eyebrow Signage (and repair of all damage in connection
with such removal), which shall be Tenant’s responsibility to perform at Tenant’s sole cost.




ARTICLE 21




 RIGHT OF FIRST OFFER



     21.1 During the period (the “First Offer Period”) commencing upon the mutual execution and
delivery of this Lease and continuing until the last day of the Lease Term, as may be extended for
any Option Term pursuant to Section 2.2 above (subject, however to the limitations set forth in
Section 21.4 below), Landlord hereby grants to Tenant a continuing right of first offer with
respect to all or any portion of the First Offer Space (as defined below) which first becomes
available for lease as described in Section 21.2 below. The “First Offer Space” is defined as any
space in the Building on any of the following floors in the Building not currently part of the
Premises: 1 through 18 (except the space on the fourth (4th) floor of the Building that
is subleased to Tenant under the 4th Floor Sublease), and 28 (and all conduits located
in such spaces). For purposes hereof, the “28th Floor ROFO Space” is defined as the
First Offer Space located on the 28t floor of the Building. Tenant’s right of first
offer shall be on the terms and conditions set forth in this Article 21. Tenant’s right of first
offer is personal to the original Tenant executing this Lease (“Original Tenant”) and any assignee
to which Tenant’s entire interest in this Lease has been assigned pursuant to Article 13 above,
and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity
other than the Original Tenant (or such assignee, as the case may be).



     21.2 Landlord shall offer to Tenant in writing (a “First Offer Notice”), in accordance with
the terms hereof, any First Offer Space which first becomes available for lease as provided
hereinbelow. For purposes hereof, the applicable First Offer Space that is other than the
28th Floor ROFO Space shall become “available for lease” immediately prior to the first
time during



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the First Offer Period that Landlord intends to submit to any third party a bona fide proposal or
letter of intent to lease such First Offer Space. For purposes hereof, the 28th Floor
ROFO Space shall become “available for lease” upon the earlier of: (a) the date during the First
Offer Period that the existing tenant’s lease of the 28th Floor ROFO Space expires or
terminates; (b) the date during the First Offer Period that Landlord determines it will begin
actively marketing all or any portion of the 28th Floor ROFO Space for lease to third
parties; or (c) the day immediately preceding the first time during the First Offer Period that
Landlord intends to submit to any third party a bona fide proposal or letter of intent to lease all
or any portion of the 28th Floor ROFO Space.




     21.3 The First Offer Notice shall describe the space so offered to Tenant and the rentable
square feet thereof and shall set forth: (a) the term of the lease for such First Offer Space,
which shall in all events be coterminous with the then current Lease Term for the original
Premises (as it may be extended pursuant to Section 2.2 above); (b) the anticipated date upon
which such First Offer Space will be available for lease and delivered to Tenant; and (c)
Landlord’s determination of the First Offer Rent (as defined below) payable for such First Offer
Space during the period (the “Initial ROFO Term”) from the date Landlord delivers such First Offer
Space to Tenant through the remainder of the then current Lease Term for the original Premises. As
used herein, the “First Offer Rent” shall mean the base rent, including escalations thereto,
payable for such First Offer Space during the Initial ROFO Term, together with all free rent,
tenant improvement expenses and allowances and all other out-of-pocket monetary concessions
proposed to be provided or paid for by Landlord with respect to such First Offer Space during such
Initial ROFO Term as set forth in Landlord’s First Offer Notice, and (ii) any rent stop or base
year protections applicable to such First Offer Space during such Initial ROFO Term.



     21.4 Notwithstanding anything herein to the contrary, Tenant’s rights under this Article 21
are subject and subordinate to the expansion, first offer, renewal and other similar rights of all
tenants of the Project pertaining to the applicable First Offer Space and contained in any lease
fully executed and delivered prior to the date of this Lease or subsequently entered into by
Landlord with respect to any such First Offer Space as to which Tenant failed to exercise its
right of first offer to lease pursuant to the following provisions of this Article 21
(collectively, the “Superior Rights”). In addition, Tenant shall not have such right of first
offer:



          (a) with respect to any Eliminated Space as to which Tenant did not exercise its renewal
option pursuant to Section 2.2 above;




          (b) during the last three (3) years of the then current Lease Term (and the First Offer
Period shall be shortened to be the day immediately preceding such 3-year period) unless either
(i) as of the date Landlord delivers to Tenant the First Offer Notice with respect to such First
Offer Space Tenant has previously properly exercised its renewal option to extend the then current
Lease Term for the next available Option Term, or (ii) concurrently with Tenant’s delivery of
Tenant’s ROFO Election Notice (as defined below) exercising such right of first offer, Tenant
delivers to Landlord Tenant’s Option Exercise Notice properly exercising such renewal option (if
then still available) pursuant to Section 2.2 above, which Tenant shall have the right to do
notwithstanding the timeframe for delivery of Tenant’s Exercise Notice set forth in Section 2.2;




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          (c) during the last nine (9) months of the then current Lease Term (and Landlord shall have no
obligation to deliver a Landlord’s First Offer Notice to Tenant during such 9-month period and the
First Offer Period shall not include any portion of the Lease Term which occurs during such 9-month
period) unless Tenant has previously timely exercised its applicable renewal option to extend such
then current Lease Term for the next Option Term (if then still available) pursuant to Section 2.2
above; or




          (d) during any Option Term if with respect to such Option Term or any previous Option Term,
Tenant elected not to renew this Lease for Eliminated Space totaling 25,000 rentable square feet
or more in the aggregate.




     21.5 Within ten (10) business days after Tenant’s receipt of the First Offer Notice, Tenant
may deliver written notice to Landlord (the “ROFO Election Notice”) electing to lease all, but not
less than all, of the available First Offer Space identified by Landlord in the First Offer Notice
upon (a) the terms (including for the lease term and at the First Offer Rent) set forth in such
First Offer Notice, (b) the other terms set forth in this Article 21 and (c) the non-economic
terms set forth in this Lease. The failure of Tenant to timely deliver the ROFO Election Notice
shall be deemed Tenant’s election to not lease any of the First Offer Space so identified in the
First Offer Notice. If Tenant elects (or is deemed to have elected) not to lease the entire
applicable First Offer Space identified in the First Offer Notice, Landlord shall thereafter have
the right to lease all or any portion of the First Offer Space to any person or entity on any
terms Landlord desires, and Tenant shall no longer have any rights under this Article 21 to lease
such First Offer Space so identified in the First Offer Notice until such First Offer Space again
becomes available for lease as described in Article 21.2 above following the expiration or
termination of such third party lease (including renewals thereof), but subject and subordinate to
any Superior Rights, except that:



          (i) if Landlord does not enter into a lease with a third party for the entire First Offer
Space so identified in the First Offer Notice within six (6) months after the date Landlord first
delivered such First Offer Notice to Tenant, then Landlord shall submit to Tenant a new Landlord’s
First Offer Notice with respect to any such unleased First Offer Space prior to the first time
after such 6-month period that Landlord intends to submit to any third party a bona fide proposal
or letter of intent to lease such unleased First Offer Space, and the foregoing procedures in this
Section 21.5 shall again apply following Tenant’s receipt of such new Landlord’s First Offer
Notice; and




          (ii) Landlord may not lease the First Offer Space or any portion thereof to any third party
during the First Offer Period on more “materially more favorable terms” than the First Offer Rent
originally offered to Tenant in the applicable First Offer Notice without first delivering to
Tenant a new First Offer Notice hereunder containing such materially more favorable terms as the
new First Offer Rent (at which time, Tenant shall have the option to elect to lease from Landlord
the applicable First Offer Space upon such materially more favorable terms, the other terms set
forth in this Article 21 and the non-economic terms set forth in this Lease, which option shall be
exercisable by delivering a ROFO Election Notice to Landlord within ten (10) business days after
Tenant’s receipt of such new First Offer Notice). For purposes hereof, the term “materially more
favorable terms” means either (A) the space proposed to be leased to third party is materially
different in size or location from the First Offer




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Space identified in the applicable First Offer Notice, or (B) the present value of the average “net
effective rent” (as defined below) offered by Landlord to the prospective tenant is ninety-five
percent (95%) or less than the present value of the average net effective rent set forth in the
First Offer Notice as the First Offer Rent, in each case using a discount rate equal to the prime
rate of Bank of America plus two percent (2%). The term “net effective rent” shall mean the base
rent, including escalations thereto, payable for such First Offer Space, together with all free
rent, tenant improvement expenses and allowances and all other out-of-pocket monetary concessions
proposed to be provided or paid for by Landlord with respect to such First Offer Space, and any
rent stop or base year protections applicable to such First Offer Space (amortized on a
straight-line basis over the life of the Initial ROFO Term proposed under the First Offer Notice or
the initial lease term of the proposed lease to the third party tenant, as applicable).
Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right
of first offer provided herein, if at all, with respect to the entire First Offer Space identified
by Landlord in any First Offer Notice, and Tenant may not elect to lease only a portion thereof.




     21.6 Once a ROFO Election Notice is timely delivered by Tenant to Landlord pursuant to the
terms hereof, the applicable First Offer Space shall be added to the Premises upon the terms
(including the First Offer Rent) contained in the applicable First Offer Notice, the other terms
set forth in this Article 21 and the non-economic terms set forth in this Lease (it being
acknowledged and agreed that Article 3.2 shall not be applicable to any First Offer Space during
the Initial ROFO Term pertaining thereto). With respect to any First Offer Space added to the
Premises pursuant hereto: (a) the parking spaces allocated to Tenant under this Lease shall be
increased by 0.50 unreserved parking spaces per 1,000 rentable square feet of the applicable First
Offer Space (rounded up to the nearest whole number); and (b) Tenant shall have the right to use
all conduits, innerducts, shafts and risers located in the applicable First Offer Space subject to
the provisions of Section 2.1 of the Summary and Article 6.9 above.



     21.7 Tenant shall lease the First Offer Space in its “AS IS” condition during the lease term
therefor without any obligation on Landlord’s part to perform or pay for any improvements or
alterations therein (other than to provide or pay for any tenant improvement expenses or
allowances included as part of the First Offer Rent, as applicable); provided, however, as of the
date of Landlord’s delivery of the applicable First Offer Space to Tenant, Landlord shall cause
the Building Systems and Building Structure servicing such First Offer Space to be in good
operating order and the base building components of such First Offer Space to be in compliance
with all Applicable Laws in effect as of such date, all as determined on an unoccupied basis
without regard to any improvements or alterations to be installed in or constructed by or for
Tenant in such First Offer Space, or Tenant’s proposed use of such First Offer Space.



     21.8 If Tenant timely exercises Tenant’s right to lease any First Offer Space as set forth
herein, the applicable First Offer Space shall be added to this Lease pursuant to the terms hereof
and Landlord and Tenant shall within fifteen (15) days thereafter execute an amendment to this
Lease for such First Offer Space upon the terms and conditions set forth herein. Tenant shall
commence payment of Rent for the First Offer Space, and the term of the First Offer Space shall
commence upon the date (the “First Offer Commencement Date”) of delivery of the applicable First
Offer Space to Tenant in the condition required herein.







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ARTICLE 22




LATE CHARGES AND INTEREST



     If any installment of Base Rent shall not be received by Landlord or Landlord’s designee
within five (5) business days after receipt of a factually correct written notice from Landlord
that such amount was not paid when due, then Tenant shall pay to Landlord a late charge equal to
five percent (5%) of the overdue amount. Any amount due from Tenant to Landlord hereunder which is
not paid within five (5) business days after the date due shall bear interest at the lower often
percent (10%) per annum, or the maximum lawful rate of interest from the due date until paid,
unless otherwise specifically provided herein, but the payment of such interest shall not excuse or
cure any default by Tenant under this Lease.



ARTICLE 23




TENANT PARKING



     Landlord shall provide to Tenant, and Tenant shall have the right to rent (for use by Tenant
and its employees, agents and contractors, and Tenant’s subtenants and assignees pursuant to
subleases and assignments entered into in accordance with Article 13 above), during the entire
Lease Term (including any extension/renewal thereof), at Landlord’s prevailing rates, the number
and type of parking spaces set forth in Section 9 of the Summary and elsewhere in this Lease (and
all other parking and other rights of Tenant set forth in such Section 9), subject to adjustment
as provided in Articles 2.2.1 and 21 above. All parking spaces allocated to Tenant shall be in the
Building covered parking facility, in the locations described in Section 9 of the Summary.
Landlord may delegate its responsibilities hereunder to a parking operator in which case such
parking operator shall have all the rights of control and obligations attributed hereby to the
Landlord but such delegation shall not relieve Landlord of its liabilities hereunder. Tenant shall
only be required to pay for parking spaces that it actually elects to use; in connection
therewith, prior to the Lease Commencement Date, Tenant shall notify Landlord in writing of the
number of such parking spaces Tenant shall rent (up to the maximum amount set forth in Section 9
of the Summary, as may be adjusted as provided in Articles 2.2.1 and 21 above), and thereafter
Tenant may from time to time increase or decrease the number of such parking spaces Tenant shall
rent (up to such maximum amount) upon thirty (30) days’ advance written notice to Landlord. Tenant
shall abide by all reasonable, non-discriminatory parking rules and regulations adopted by
Landlord from time to time for parking in the Building’s parking facility. All visitor parking by
Tenant’s visitors shall be subject to payment by such visitors of the prevailing visitor parking
rates charged by Landlord from time to time.



ARTICLE 24




MISCELLANEOUS PROVISIONS



     24.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include
the plural as well as the singular. The necessary grammatical changes required to make the TCCs
hereof apply either to corporations or partnerships or individuals, men or women, as the case may
require, shall in all cases be assumed as though in each case fully expressed. The



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captions of Articles and Sections are for convenience only and shall not be deemed to limit,
construe, affect or alter the meaning of such Articles and Sections. The term “Lease” shall
include all Exhibits which are attached to this Lease which are by this reference deemed
incorporated into this Lease.




     24.2 Binding Effect. Subject to all other TCCs of this Lease, each of the TCCs of this
Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of
Landlord and of Tenant, but also of their respective heirs, personal representatives, successors or
assigns. Tenant acknowledges and agrees that Landlord has the right to transfer all or any portion
of its interest in the Project or Building and in this Lease, and in the event of any such
transfer, (i) Landlord shall be released from all liability under this Lease arising from and after
the effective date of such transfer (provided the transferee expressly assumes in writing all
obligations of this Lease to be performed by Landlord from and after the effective date of such
transfer), and (ii) such transferee shall be deemed to have fully assumed and be liable for all
obligations of this Lease to be performed by Landlord from and after the effective date of such
transfer. Notwithstanding the foregoing, Landlord may not, without the prior written consent of
Tenant (in Tenant’s sole and absolute discretion), transfer all or any portion of its interest in
this Lease unless the transfer is made in connection with (and as part of) an assignment by
Landlord of its interest in the Master Lease (as defined below) to the same transferee. The “Master
Lease” is defined as that certain Lease of even date herewith between Landlord, as landlord, and
HWS, as tenant for space on the 4th floor of the Building.



     24.3 Relationship of Parties. Nothing contained in this Lease shall be deemed or
construed by the parties hereto or by any third party to create the relationship of principal and
agent, partnership or joint venture between Landlord and Tenant.



     24.4 Time of Essence. Time is of the essence with respect to the performance of every
TCCs of this Lease in which time of performance is a factor. Whenever in this Lease a payment is
required to be made by one party to the other, but a specific date for payment is not set forth or
a specific number of days within which payment is to be made is not set forth, or the words
“immediately,” “promptly,” and/or “on demand,” or their equivalent, are used to specify when such
payment is due, then such payment shall be due thirty (30) days after the date that the party
which is entitled to such payment sends written notice to the other party demanding such payment.



     24.5 Partial Invalidity. If any term, covenant or condition contained in this Lease
shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application
of such term, covenant or condition to persons or circumstances other than those with respect to
which it is invalid or unenforceable, shall not be affected thereby, and each and every other
term, covenant and condition of this Lease shall be valid and enforceable to the fullest extent
possible permitted by law.



     24.6 Entire Agreement. It is understood and acknowledged that there are no oral
agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’
entire agreement with respect to the leasing of the Premises and supersedes and cancels any and
all previous negotiations, arrangements, brochures, agreements and understandings, if any, between
the parties hereto or displayed by Landlord to Tenant with respect to the subject matter



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thereof, and none thereof shall be used to interpret or construe this Lease. None of the TCCs
of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.




     24.7 Notices. All notices, demands, statements, designations, approvals or other
communications (collectively, “Notices”) given or required to be given by either party to the
other hereunder or by law shall be in writing, shall be (A) sent by United States certified or
registered mail, postage prepaid, return receipt requested (“Mail”), (B) transmitted by facsimile,
(C) delivered by a nationally recognized overnight courier, or (D) delivered personally. Any
Notice shall be sent, transmitted, or delivered, as the case may be, to Tenant at the appropriate
address set forth in Section 10 of the Summary, or to such other place as Tenant may from time to
time designate in a Notice to Landlord, or to Landlord at the address set forth in Section 11 of
the Summary, or to such other places as Landlord may from time to time designate in a Notice to
Tenant. Any correctly addressed Notice that is refused, unclaimed or undelivered because of an act
or omission of the party to be notified shall be considered to be effective as of the first date
that the Notice was refused, unclaimed or considered undeliverable by the postal authorities,
messenger, officer of the law or overnight delivery service.



     24.8 Joint and Several. If there is more than one Tenant/Landlord, the obligations
imposed upon Tenant/Landlord under this Lease shall be joint and several.



     24.9
Attorneys’ Fees. In the event of any arbitration or suit under this Lease,
reasonable attorneys’ fees and costs shall be awarded by a court or arbitrator to the Prevailing
Party and are to be included in any judgment or award. In addition, the Prevailing Party shall be
entitled to recover reasonable attorneys’ fees and costs incurred in enforcing any judgment
arising from a suit or arbitration under this Lease including but not limited to post judgment
motions, contempt proceedings, garnishment, levy and debtor and third party examinations,
discovery and bankruptcy litigation, without regard to schedule or rule of court purporting to
restrict such award. This post judgment or award of attorneys’ fees and costs provision shall be
severable from any other provisions of this Lease and shall survive any judgment/award on such
suit or arbitration and is not to be deemed merged into the judgment/award or terminated with this
Lease. For the purpose of this provision, the term “attorneys’ fees” or “attorneys’ fees and
costs” shall mean the fees and expenses of third party legal counsel to the parties hereto, which
include printing, photocopying, duplicating, mail, overnight mail, messenger, court filing fees,
cost of discovery, fees billed for law clerks, paralegals, investigators and other persons not
admitted to the bar but performing services under the supervision or direction of an attorney.



     24.10 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and
enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING
ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO: (I) THE JURISDICTION OF ANY COMPETENT
COURT WITHIN THE COUNTY IN WHICH THE BUILDING IS LOCATED; (II) SERVICE OF PROCESS BY ANY MEANS
AUTHORIZED BY CALIFORNIA LAW; AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN THE
INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN
RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND



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TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR
ANY EMERGENCY OR STATUTORY REMEDY.




     24.11 Counterparts. This Lease may be executed in counterparts with the same effect
as if both parties hereto had executed the same document. Both counterparts shall be construed
together and shall constitute a single lease.



     24.12 Brokers. Landlord and Tenant hereby warrant to each other that they have had no
dealings with any real estate broker or agent in connection with the negotiation of this Lease,
and that they know of no broker or agent who is entitled to a commission in connection with this
Lease. Each party agrees to indemnify and defend the other party against and hold the other party
harmless from any and all Claims with respect to any leasing commission or equivalent compensation
alleged to be owing on account of any dealings with any real estate broker or agent occurring by,
through, or under the indemnifying party



     24.13 Personal Property Liens. Except for the existing cooling towers on the roof of
the Building, and except for the existing condenser water loop distribution system in the Building,
and subject to Tenant’s obligations expressly set forth in the last sentence of this Section 24.13
below, Landlord hereby waives any and all rights, encumbrances and liens in and to the property
(including telecommunications and other equipment) of Tenant and Tenant’s customers and
contractors, except any lien upon Tenant’s property obtained pursuant to a judgment against Tenant
issued by a court of competent jurisdiction in connection with a Default. Without limiting the
foregoing, Landlord shall, within ten (10) days after demand from time to time, execute any lien
waiver document (and/or similar document) in favor of any lender(s) of Tenant and/or Tenant’s
customers (except with respect to the aforementioned cooling towers and condenser water loop
distribution system) which is acceptable to Landlord in its reasonable discretion. Any property
that Tenant is to transfer to Landlord on the expiration or earlier termination of this Lease, as
may be described under Article 14 of this Lease, shall be free of monetary liens created by or on
behalf of Tenant on the expiration or earlier termination of this Lease.



     24.14 Calendar Days and Holidays. All references made in this Lease to the word
“days,” whether for Notices, schedules or other miscellaneous time limits, shall at all times
herein be deemed to mean calendar days, unless specifically references as “business” or “working”
days. Business or working days shall mean the days Monday-Friday, excluding Thanksgiving Day, New
Year’s Day, Christmas Day, Independence Day, Memorial Day and other nationally recognized holidays
that are observed by Comparable Buildings.



     24.15 Good Faith. Any time the consent of Landlord or Tenant is required under this
Lease, unless otherwise provided in this Lease, such consent shall not be unreasonably withheld,
conditioned or delayed, and whenever this Lease grants Landlord or Tenant the right to take
action, exercise discretion or make an allocation or other determination, Landlord and Tenant
shall act reasonably and in good faith, except as otherwise provided in this Lease,.



     24.16 Recordation. Tenant may, at its sole cost and expense, record a memorandum of
this Lease in the public records, in form and content reasonably acceptable to Landlord and
Tenant. The form attached hereto as Exhibit J is deemed approved by the parties, and
Landlord



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and Tenant shall execute and acknowledge the same (for recording by Tenant in the public
records) concurrently with the execution and delivery of this Lease. Upon the expiration or
earlier termination of this Lease, Tenant shall deliver to Landlord a termination of any such
memorandum recorded by Tenant hereunder which shall be in form sufficient for recordation in the
public records, and otherwise in form and content reasonably acceptable to Landlord and Tenant.
Landlord shall promptly execute and acknowledge any such memorandum of lease.




     24.17 Financial Statements. Within thirty (30) days after Tenant’s receipt of
Landlord’s written request (but not more than once during any 12-month period, and only if
required in connection with a sale of the Building or refinancing of the Building by Landlord),
Tenant shall provide Landlord with current financial statements of Tenant for the then current
fiscal year of Tenant and the immediately preceding fiscal year of Tenant. Any such statements
shall be prepared in accordance with Tenant’s normal practices, and shall be certified by Tenant
as being true and correct to Tenant’s knowledge (provided that audited statements shall not be
required hereunder).



     24.18 Hazardous Materials.



          24.18.1 Neither Landlord nor Tenant shall generate, use, release, store or dispose of any
Hazardous Materials in or about the Building or Project in violation of Applicable Laws.
“Hazardous Materials” means (a) “hazardous wastes” as defined by the Resource Conservation . and
Recovery Act of 1976, (b) “hazardous substances” as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, (c) “toxic substances” as defined by the Toxic
Substances Control Act, (d) “hazardous materials” as defined by the Hazardous Materials
Transportation Act (as any of such Acts may be amended from time to time), (e) petroleum products,
(f) chlorofluorocarbons, and (g) substances whose presence could be detrimental to the Building or
hazardous to health or the environment. Tenant shall have no obligation to remove Hazardous
Materials brought onto the Premises by Landlord, nor shall Tenant be required to cure the
violation of any environmental law that is caused by Landlord or, subject to Section 24.18.2
below, that existed as of the Lease Commencement Date and was not caused by Tenant or its
invitees.




          24.18.2 In the event, during the Lease Term, Landlord is advised, or it shall come to
Landlord’s attention, that Hazardous Materials exist in, on, under or at the Premises, Building
or Project in violation of any Applicable Laws and that such Hazardous Materials were not
introduced therein or such violation caused by Tenant or Tenant’s invitees (or with respect to
the Premises by the prior owner of the Building (which is an affiliate of Tenant), Landlord shall
take all commercially reasonable steps necessary to promptly remove or remediate (or cause to be
removed or remediated) at Landlord’s expense (which may be included in Operating Charge Expenses
pursuant and subject to the limitations in Article 4 above, including Article 4.2.9(y) above) and
in compliance with all Applicable Laws, all such Hazardous Materials, and in doing so, Landlord
shall not unreasonably interfere with the conduct of Tenant’s business. In the event, during the
Lease Term, Tenant is advised, or it shall come to Tenant’s attention, that (i) Hazardous
Materials exist in the interior of the Premises in violation of any Applicable Laws and that such
Hazardous Materials were first introduced into the Premises or such violation caused by the prior
owner of the Building (which is an affiliate of Tenant), or by Tenant or Tenant’s invitees (and
such violation was not caused by Landlord or the Landlord Parties), and/or (ii)




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Hazardous Materials introduced by Tenant or Tenant’s invitees exist outside the Premises in
violation of Applicable Laws (and such violation was not caused by Landlord or the Landlord
Parties), then Tenant shall take all commercially reasonable steps necessary to promptly remove or
remediate (or cause to be removed or remediated) at Tenant’s expense and in compliance with all
Applicable Laws and subject to Landlord’s reasonable approval of such actions, all such Hazardous
Materials in violation of Applicable Laws, and in doing so, Tenant shall not unreasonably interfere
with the operation of the Building or Project or the conduct of other tenants’ or occupants’
business therein. Further, Tenant shall indemnify, defend, hold harmless and reimburse Landlord and
the Landlord Parties from and against any and all Claims, including fines and remediation costs and
expenses, to the extent resulting from or caused by the introduction, use, generation, storage,
treatment, disposal, release, or other disposition of any Hazardous Materials in violation of
Applicable Laws in, on, at or under the Premises, Building and/or the Project by Tenant or any of
the Tenant Parties on or after the Lease Commencement Date (including with respect to diesel fuel
used by Tenant’s generators).




     24.19 Liability of Landlord. If Tenant is awarded a money judgment against Landlord,
then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s
estate and interest in the Building and the Project which shall be deemed to include proceeds
actually received by Landlord from any sale of the Building, insurance or condemnation proceeds,
and rental income from the Building, to the extent all of the foregoing are held in an account for
Landlord and have not been applied or distributed by Landlord in the ordinary course of business
(i.e., not as a fraud against creditors).



     24.20 Property Ownership. As set forth in this Lease, Supplemental Equipment and
various other personal property of Tenant (including, without limitation, equipment and trade
fixtures) is to be owned by Tenant during the Lease Term, and, subject to any contrary provision
of this Lease (including, without limitation, Article 14 above), is to be owned by Tenant after
the Lease Term. In the event that Tenant, in good faith, requires reasonable modifications to this
Lease to ensure that Tenant receives all the benefits of such ownership (including, without
limitation, for purposes of depreciation, taxes and other matters under the standards and
practices promulgated by the Financial Accounting Standards Board), then Landlord shall, at no
material cost to Landlord, reasonably cooperate with Tenant in modifying this Lease to accomplish
the same, provided that the Lease modification does not increase any obligations or liabilities of
Landlord, or decrease any rights or remedies of Landlord.



ARTICLE 25




 LETTER OF CREDIT



     25.1 Simultaneously with Tenant’s execution of this Lease, as additional protection for
Landlord to assure the performance by Tenant of the terms of this Lease, Tenant shall post a
letter of credit with Landlord (the “Letter of Credit”), in a form and from a bank and otherwise
satisfying the terms and conditions set forth in Section 25.2 below, in the amount set forth in
Item 8 of the Summary (the “L/C Amount”). If (1) the term of the Letter of Credit (or any
extension thereof or substitute or new Letter of Credit provided to Landlord) held by Landlord
will expire prior to the 120th day after the last day of the Lease Term and the Letter
of Credit is not extended, or a new Letter of Credit for an extended period of time is not
substituted, in either




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case prior to the expiration of the Letter of Credit, (2) Tenant commits a Default with
respect to any provision of this Lease, (3) Tenant files in a court of competent jurisdiction a
voluntary petition under the Federal Bankruptcy Code, or (4) an involuntary petition has been filed
against Tenant in a court of competent jurisdiction under the Federal Bankruptcy Code, which
remains undismissed or undischarged for a period of seventy-five (75) days after filing, Landlord
may (but shall not be required to) draw upon the Letter of Credit, to the extent of (a) the payment
of any sum which is in Default (including, without limitation, any Default under Section 18.1.3
above), (b) the payment of any other amount which Landlord may spend or become obligated to spend
by reason of Tenant’s Default, (c) to compensate Landlord for any loss or damage which Landlord may
suffer by reason of Tenant’s Default, or (d) the full face amount of the Letter of Credit following
the occurrence of any of the events (after expiration of the applicable 75-day period) described in
clauses (3) and (4) hereinabove which trigger Landlord’s ability to draw on the Letter of Credit as
set forth above. If any portion of the Letter of Credit proceeds are so used or applied, Tenant
shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount
to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the
required L/C Amount hereunder.




     25.2 The Letter of Credit shall be: (a) in form and substance satisfactory to Landlord in its
reasonable discretion; (b) in the amount of the then-effective L/C Amount (as reduced below),
unless drawn upon, and shall permit multiple draws; (c) issued by a commercial bank reasonably
acceptable to Landlord and located in the continental United States and payable at such bank, or
local branch of such bank, in Los Angeles, California, San Francisco, California, Houston, Texas
or New York, New York; (d) of an initial term not less than one year; (e) at least thirty (30)
days prior to the then-current expiration of the letter of credit, either (1) renewed or
automatically extended from time to time through the 120th day after expiration of the Lease Term,
or (2) replaced with a substitute letter of credit; in the amount of the then-effective L/C Amount
(as reduced below) and (f) shall be transferable at no cost to the beneficiary thereof. Tenant
agrees not to interfere in any way with payment by the issuer of the Letter of Credit to Landlord
of the proceeds of the Letter of Credit, regardless of whether any dispute exists between Tenant
and Landlord as to Landlord’s right to draw from the Letter of Credit, provided that Tenant shall
retain all rights and remedies against Landlord in connection therewith. Landlord and Tenant
acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal
thereof or any proceeds thereof be deemed to be or treated as a security deposit under any
Applicable Laws. The parties hereto (i) recite that the Letter of Credit is not intended to serve
as a security deposit and any and all other laws, rules and regulations applicable to security
deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or
relevancy thereto and (ii) waive any and all rights, duties and obligations either party may now
or, in the future, will have relating to or arising from the Security Deposit Laws



     25.3 Notwithstanding anything above to the contrary, the L/C Amount of Letter of Credit,
including, without limitation, the amount of any additional Letter of Credit as may be required by
this Lease, shall be reduced by one-quarter (1/4) of its original amount on the first anniversary
of the Lease Commencement Date, and on each annual anniversary thereafter, until the L/C Amount is
equal to $0 (i.e., such that, upon the 4-year anniversary of the Lease Commencement Date, the L/C
Amount would equal $0), and such that no Letter of Credit shall be retained by Landlord (each of
such reduction dates hereinafter referred to as an “Adjustment



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Date”), provided no uncured monetary or material non-monetary Default then exists under this Lease
as of such applicable Adjustment Date. Within ten (10) days after Tenant’s written request,
Landlord shall notify the issuer of any Letter of Credit of each such reduction, which reduction
shall occur by means of delivery by Tenant to Landlord, at Tenant’s cost, of a substitute Letter of
Credit in the applicable amount (or an amendment to the existing Letter of Credit).




     25.4 In the event of the sale or transfer of Landlord’s interest in the Building, Landlord
shall transfer the Letter of Credit to the purchaser or assignee, If Landlord transfers the Letter
of Credit to a transferee of the Building or Landlord’s interest therein, then such transferee (and
not Landlord) shall be liable for its return so long as Tenant receives a copy of the written
agreement between the transferor and the transferee documenting the transfer and pursuant to which
the transferee prospectively assumes Landlord’s obligations under this Lease.



     [SIGNATURE PAGE FOLLOWS]



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     IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed on the day
and date first above written.



	 	 	 	 	 	 	 	 	 

	 	 	“Landlord”:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HINES REIT ONE WILSHIRE LP, 
a
Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines REIT One Wilshire GP LLC, 
a
Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Charles N. Hazen	 	 
	 

	 	 	 	Name:
	 	 

Charles N. Hazen
	 	 
	 

	 	 	 	Its:
	 	Manager	 	 





	 	 	 	 	 	 	 

	 	 	“Tenant”:	 	 
	 
	 	 	 	 	 	 
	 	 	CRG WEST ONE WILSHIRE, L.L.C., 
a Delaware
limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Ray	 	 
	 

	 	Name:
	 	 

Thomas Ray
	 	 
	 

	 	Its:
	 	Vice President	 	 






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	ONE WILSHIRE

	 	EXHIBIT B

	Rooftop Antennae Users

	 	ROOFTOP ANTENNAE







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ant#	 	Floorspace/CRG	 	Tenant	 	Suite	 	Antenna Type	 	Location	 	Description
	CRG West Customer / Licensee Antennae
	 	 	 	 	 	 
	4
	 	CRG
	 	Nextel
	 	 	 	Microwave dish
	 	N of E	 	 
	5
	 	CRG
	 	 	 	 	 	Whip Ant w/ ground plane
	 	N of E	 	 
	6
	 	CRG
	 	 	 	 	 	Yagi
	 	N of E
	 	2' Yagi
	7
	 	CRG
	 	Color Broadband
	 	 	 	Microwave dish
	 	N of E	 	 
	8
	 	CRG
	 	 	 	 	 	 	 	N of E	 	 
	9
	 	CRG
	 	 	 	 	 	 	 	C of E	 	 
	10
	 	CRG
	 	Flag Telecom
	 	 	 	GPS
	 	C of E	 	 
	11
	 	CRG
	 	 	 	 	 	GPS
	 	C of E
	 	Lg white round GPS antenna on a 2" conduit mast from a 1'x1' grey J box
	12
	 	CRG
	 	 	 	 	 	DirecTV
	 	C of E	 	 
	13
	 	CRG
	 	 	 	 	 	DirecTV
	 	C of E	 	 
	17
	 	CRG
	 	 	 	 	 	Microwave dish
	 	S of E	 	 
	18
	 	CRG
	 	NTT America
	 	 	 	GPS
	 	S of E
	 	Small white round GPS antenna — Ravin brand
	19
	 	CRG
	 	IntelSat
	 	 	 	Microwave dish
	 	S of E	 	 
	20
	 	CRG
	 	IntelSat
	 	 	 	 	 	E of S	 	 
	21
	 	CRG
	 	Sprint
	 	 	 	 	 	E of S	 	 
	22
	 	CRG
	 	 	 	 	 	 	 	E of S	 	 
	23
	 	CRG
	 	NextWeb
	 	 	 	 	 	E of S	 	 
	24
	 	CRG
	 	 	 	 	 	 	 	E of S	 	 
	25
	 	CRG
	 	MCI
	 	 	 	 	 	E of S
	 	6' H.P. (High Performance)
	26
	 	CRG
	 	MCI
	 	 	 	 	 	E of S	 	 
	27
	 	CRG
	 	MCI
	 	 	 	 	 	E of S	 	 
	28
	 	CRG
	 	MCI
	 	 	 	 	 	E of S	 	 
	29
	 	CRG
	 	MCI
	 	 	 	 	 	E of S	 	 
	30
	 	CRG
	 	MCI
	 	 	 	 	 	E of S	 	 
	31
	 	CRG
	 	NextWeb
	 	 	 	 	 	W of S
	 	1' Dish
	32
	 	CRG
	 	Color Broadband
	 	 	 	 	 	W of S	 	 
	33
	 	CRG
	 	Color Broadband
	 	 	 	 	 	W of S	 	 
	34
	 	CRG
	 	BelAir Internet
	 	805 & 3100
	 	Metal Grid Dish
	 	W of S	 	 
	35
	 	CRG
	 	BelAir Internet
	 	805 & 3100
	 	Metal Grid Dish
	 	W of S	 	 
	36
	 	CRG
	 	BelAir Internet
	 	805 & 3100
	 	Microwave dish
	 	W of S	 	 
	37
	 	CRG
	 	 	 	 	 	Microwave dish
	 	W of S	 	 
	38
	 	CRG
	 	TelMex
	 	 	 	GPS
	 	W of S	 	 
	39
	 	CRG
	 	Telegent
	 	 	 	Microwave dish
	 	S of W	 	 
	40
	 	CRG
	 	Telegent
	 	 	 	Microwave dish
	 	S of W	 	 
	41
	 	CRG
	 	NTT America
	 	 	 	GPS
	 	S of W
	 	Small white round GPS antenna — Ravin brand
	42
	 	CRG
	 	 	 	 	 	Microwave dish
	 	S of W	 	 
	43
	 	CRG
	 	 	 	 	 	Microwave dish
	 	S of W	 	 
	44
	 	CRG
	 	NextWeb
	 	 	 	Microwave dish
	 	S of W
	 	Ceragon Radio
	45
	 	CRG
	 	IntelSat
	 	 	 	Microwave dish
	 	S of W	 	 
	46
	 	CRG
	 	 	 	 	 	 	 	S of W	 	 
	47
	 	CRG
	 	Nextel
	 	 	 	Cell Ant
	 	N of W
	 	2' x 4' Panel
	48
	 	CRG
	 	Nextel
	 	 	 	Cell Ant
	 	N of W
	 	2' x 4' Panel
	49
	 	CRG
	 	WilTel
	 	 	 	Microwave dish
	 	N of W
	 	23gHz 2' Antenna
	54
	 	CRG
	 	M Power
	 	 	 	GPS
	 	N of Center
	 	Lg white round GPS antenna on a 2" conduit mast from a 3'x3' grey J box
	55
	 	CRG
	 	Primus
	 	 	 	GPS
	 	N of Center
	 	Lg white round GPS antenna on a 2" conduit mast from a 1'x1' grey J box
	56
	 	CRG
	 	Teleglobe
	 	 	 	GPS
	 	N of Center	 	 
	59
	 	CRG
	 	ICG
	 	 	 	Microwave dish
	 	Tower #1 — SE Leg	 	 
	60
	 	CRG
	 	ICG
	 	 	 	Microwave dish
	 	Tower #1 — NE Leg	 	 
	61
	 	CRG
	 	ICG
	 	 	 	Microwave dish
	 	Tower #1 — NE Leg	 	 
	62
	 	CRG
	 	BelAir Internet
	 	805 & 3100
	 	Metal Grid Dish
	 	Tower #1 — NE Leg	 	 
	63
	 	CRG
	 	Color Broadband
	 	 	 	Microwave dish
	 	Tower #1 — SWLeg	 	 
	64
	 	CRG
	 	IX2
	 	 	 	Microwave dish
	 	Tower#2 — WLeg	 	 
	65
	 	CRG
	 	Color Broadband
	 	 	 	Microwave dish
	 	Tower#2 — NLeg	 	 
	66
	 	CRG
	 	XO
	 	 	 	Microwave dish
	 	Tower #2 —  E Leg	 	 
	67
	 	CRG
	 	IntelSat
	 	 	 	Microwave dish
	 	Tower #3 — NE Leg
	 	8' Cornicopia
	68
	 	CRG
	 	XO
	 	 	 	Microwave dish
	 	Tower #3 — SE Leg	 	 
	69
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #3 — SE Leg	 	 
	70
	 	CRG
	 	IntelSat
	 	3100
	 	Steel whip
	 	Tower #3 — N Center	 	 
	71
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #3 — NE Leg	 	 
	72
	 	CRG
	 	IntelSat
	 	3100
	 	Microwave dish
	 	Tower #3 — NE Leg
	 	8' H.P. (High Performance)
	73
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #4 — NE Leg	 	 
	74
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #4 — NE Leg	 	 
	75
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #4 — NE Leg	 	 
	76
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #4 — SE Leg	 	 
	77
	 	CRG
	 	 	 	3100
	 	Fiberglass whip
	 	Tower #4 — SE Leg	 	 






EXHIBIT B

ROOFTOP ANTENNAE




 









 









	 	 	 
	ONE WILSHIRE

	 	EXHIBIT B

	Rooftop Antennae Users

	 	ROOFTOP ANTENNAE







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ant#	 	Floorspace/CRG	 	Tenant	 	Suite	 	Antenna Type	 	Location	 	Description
	78
	 	CRG
	 	Color Broadband
	 	3100
	 	Microwave dish
	 	Tower #4 - SW Leg	 	 
	79
	 	CRG
	 	MCI
	 	3100
	 	Microwave dish
	 	Tower #4 - SW Leg
	 	8' H.P. (High Performance)
	80
	 	CRG
	 	ShellTel
	 	3100
	 	Microwave dish
	 	Tower #2 - NE Center
	 	TO BE INSTALLED - 4' round white dish
	81
	 	CRG
	 	AerioNet
	 	3100
	 	18" Microwave dish
	 	Tower #3 - SW Leg	 	 
	82
	 	CRG
	 	AerioNet
	 	3100
	 	18" Microwave dish
	 	Tower #3 - SW Leg	 	 
	83
	 	CRG
	 	AerioNet
	 	3100
	 	Yagi
	 	Tower #3 - SW Leg	 	 
	84
	 	CRG
	 	AerioNet
	 	3100
	 	Loop
	 	Tower #3 - SW Leg	 	 
	85
	 	CRG
	 	AerioNet
	 	3100
	 	X
	 	Tower #3 - W Center	 	 
	86
	 	CRG
	 	Media Monitors
	 	3100
	 	Yagi
	 	E of N	 	 
	87
	 	CRG
	 	Media Monitors
	 	3100
	 	Loop
	 	E of N	 	 
	88
	 	CRG
	 	Media Monitors
	 	3100
	 	X
	 	E of N	 	 
	89
	 	CRG
	 	Media Monitors
	 	3100
	 	GPS
	 	E of N	 	 
	90
	 	CRG
	 	Fire Line
	 	3100
	 	Laser
	 	N of E	 	 
	91
	 	CRG
	 	Fire Line
	 	3100
	 	Small Panel
	 	N of E	 	 
	92
	 	CRG
	 	Color Broadband
	 	3100
	 	Small Panel
	 	Tower #2 - N Leg	 	 
	93
	 	CRG
	 	NextWeb
	 	3100
	 	1/2 Round Microwave Panel
	 	E of N	 	 
	94
	 	CRG
	 	AerioNet
	 	3100
	 	Small Panel
	 	Tower #3 - SE Leg	 	 
	95
	 	CRG
	 	Color Broadband
	 	3100
	 	4' Microwave Dish
	 	E of S	 	 
	96
	 	CRG
	 	NextWeb
	 	3100
	 	1/2 Round Microwave Panel
	 	E of S	 	 
	97
	 	CRG
	 	NextWeb
	 	3100
	 	18" Microwave Dish
	 	C of S	 	 
	98
	 	CRG
	 	AerioNet
	 	3100
	 	Laser
	 	S of W	 	 
	99
	 	CRG
	 	Sky River
	 	3100
	 	4' Microwave Dish
	 	N of W	 	 
	100
	 	CRG
	 	Color Broadband
	 	3100
	 	4' Microwave Dish
	 	Tower #1 - SE Leg	 	 
	Floorspace Tenant Antennae
	 	 	 	 	 	 
	1
	 	Floorspace
	 	Nextel
	 	 	 	Cell Ant
	 	E of N
	 	2' x 4' Panel
	2
	 	Floorspace
	 	Nextel
	 	 	 	Cell Ant
	 	E of N
	 	2' x 4' Panel
	3
	 	Floorspace
	 	Nextel
	 	 	 	GPS
	 	N of E
	 	Small black round antenna on a 6' 1" conduit
	14
	 	Floorspace
	 	Qwest
	 	 	 	GPS
	 	S of E	 	 
	15
	 	Floorspace
	 	Qwest
	 	 	 	 	 	S of E	 	 
	16
	 	Floorspace
	 	Qwest
	 	 	 	GPS
	 	S of E	 	 
	50
	 	Floorspace
	 	Nextel
	 	 	 	GPS
	 	NW of Center	 	 
	51
	 	Floorspace
	 	Nextel
	 	 	 	 	 	N of Center	 	 
	52
	 	Floorspace
	 	Nextel
	 	 	 	GPS
	 	N of Center	 	 
	53
	 	Floorspace
	 	Nextel
	 	 	 	GPS
	 	N of Center	 	 
	57
	 	Floorspace
	 	Verizon
	 	 	 	GPS
	 	S of Center
	 	Small white cup shaped antenna on
a 8' 1" conduit
	58
	 	Floorspace
	 	Verizon
	 	 	 	GPS
	 	S of Center
	 	Lg white round GPS antenna on a 2" conduit mast






EXHIBIT B

ROOFTOP ANTENNAE




 









 






EXHIBIT B




EQUIPMENT AND INFRASTRUCTURE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQUIPMENT / SYSTEM	 	COMPONENT	 	QUANTITY	 	MANUFACTURER	 	SIZE	 	LOCATION	 	COMMENTS / DESCRIPTION
	Condenser Water Loop
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Cooling Tower
	 	5 
	 	Evapco
	 	600 Tons (Ea.)
	 	31st floor roof	 	The system
distributes condenser
water from the 31st
floor roof down to
the 4th floor.
Distribution pipes
run vertically
through the north air
shafts, except on the
18th floor where the
pipes traverse Suite
1810. Manifolds are
located on various
floors to distribute
condenser water to
users on those
floors. Both the
supply and return
pipe ranges in size
from 14" to 8".
	 

	 	Pump
	 	6 
	 	Armstrong
	 	1,800 GPM
	 	31st floor roof	 
	 

	 	Piping
	 	 	 	—	 	8" to 14" — varies
by location
	 	North air shaft	 
	 

	 	CT Basin Cleaner
	 	5 
	 	Lakos
	 	825 gpm w/ 40

micron filter bags
	 	31st floor roof	 
	 
	Utility Bus Duct / Back-up Generator / Paralleling Gear	 	 	 	 	 	 
	 

	 	Bus Duct U-5
	 	 	 	GE Spectra Series
	 	5000 amp/480v
	 	3rd floor roof & electric

closets on each floor	 	5000 amp / 480v
bus running from the
3rd floor roof,
vertically through
electrical closets on
each floor. Bus
connects to 5000amp
480v Electronic
Transfer Switch
located on the 3rd
floor roof. Provide
back up power to
Utility Bus Duct 5,
via ATS.
	 

	 	Back-up Generator
	 	2 
	 	Catapillar
	 	2.2 MW (3050amps @ 480V)
	 	Equipment pad on surface lot
	 
	 

	 	Fuel Storage Tank
	 	1 
	 	—	 	8,000 Gallon 

Diesel Fuel Tank
	 	Equipment pad on surface lot
	 
	 

	 	Paralleling Gear
	 	 	 	General Electric
	 	5000 amp/480v
	 	3rd floor roof	 
	 
	Cooling Tower (for 1st & 2nd floor IDC)	 	 	 	 	 	 
	 

	 	Cooling Tower
	 	TBD
	 	TBD
	 	TBD
	 	3rd floor roof	 	To be built in
conjunction with 1st
and 2nd floor IDC
space. System will
provide cooling to
CRG West leased
space.
	 

	 	Pump
	 	TBD
	 	TBD
	 	TBD
	 	3rd floor roof	 
	 

	 	Chiller
	 	TBD
	 	TBD
	 	TBD
	 	3rd floor roof	 






Note: This exhibit lists major components of the Equipment / Systems, but it is not exhaustive.




EXHIBIT B




 









 





EXHIBIT B

ANTENNAE LAYOUT








EXHIBIT B

ANTENNAE LAYOUT








 









 










EXHIBIT B

TENANT’S 30TH FLOOR ROOFTOP EQUIPMENT








EXHIBIT B

TENANT’S 30TH FLOOR ROOFTOP EQUIPMENT







 









 







EXHIBIT B

30TH FLOOR EQUIPMENT








EXHIBIT B

30TH FLOOR EQUIPMENT







 









 







Note: Tenant may use only one (1) of the proposed cooling tower locations.



EXHIBIT B

3RD FLOOR ROOF EQUIPMENT








EXHIBIT B

3RD FLOOR ROOF EQUIPMENT





 









 








EXHIBIT B

TENANT’S GENERATORS









EXHIBIT B

TENANT’S GENERATORS





 










 





EXHIBIT C




	 	 	 

	Conduits






	 	 	 	 	 	 	 	 	 	 	 
	Conduit ID	 	External Diameter	 	From	 	From Floor	 	To	 	To Floor
	0006
	 	4.50
	 	J-Box
	 	9
	 	Roof
	 	31
	0007
	 	4.50
	 	J-Box
	 	9
	 	Roof
	 	31
	0008
	 	4.50
	 	J-Box
	 	9
	 	Roof
	 	31
	0014
	 	2.25
	 	Ste 1224
	 	12
	 	Roof
	 	31
	0022
	 	2.25
	 	Ste 1717
	 	17
	 	Roof
	 	30
	0057
	 	4.50
	 	Ste 3100
	 	31
	 	Roof
	 	31
	0066
	 	3.50
	 	Ste 3100
	 	31
	 	J-Box 0464
	 	15
	0067
	 	4.50
	 	Ste 3100
	 	31
	 	J-Box 0067
	 	30
	0068
	 	3.50
	 	Ste 3100
	 	31
	 	J-Box 0287
	 	15
	0069
	 	3.50
	 	Ste 3100
	 	31
	 	Battery Room
	 	30
	0070
	 	4.50
	 	Ste 3100
	 	31
	 	J-Box 0547
	 	16
	0071
	 	4.50
	 	Ste 0820
	 	8
	 	Ste 3100
	 	31
	0072
	 	4.50
	 	Ste 3100
	 	31
	 	J-Box 0150
	 	27
	0073
	 	4.50
	 	Stair 3
	 	31
	 	Stair 3
	 	16
	0078
	 	4.50
	 	Ste 0900
	 	9
	 	roof
	 	31
	0100
	 	0.75
	 	Ste 2850
	 	28
	 	Roof
	 	31
	0110
	 	1.00
	 	Ste 2850
	 	28
	 	Roof
	 	31
	0111
	 	1.00
	 	Ste 2850
	 	28
	 	Roof
	 	31
	0145
	 	2.25
	 	Ste 2800
	 	28
	 	Meet Me Closet
	 	18
	0146
	 	4.50
	 	Ste 2800
	 	28
	 	Telephone Room
	 	14
	0155
	 	3.00
	 	Ste 2850
	 	28
	 	P-4
	 	P-4
	0182
	 	4.00
	 	Ste 0802
	 	8
	 	P-1
	 	P-1
	0183
	 	2.25
	 	Ste 1615
	 	16
	 	Ste. 1808, Time Warner
	 	18
	0240
	 	2.25
	 	Ste 1224
	 	12
	 	J-Box 0262
	 	12
	0249
	 	2.25
	 	Ste 1224
	 	12
	 	J-Box 0262
	 	12
	0250
	 	2.25
	 	Ste 1224
	 	12
	 	J-Box 0262
	 	12
	0251
	 	1.50
	 	Ste 1224
	 	12
	 	J-Box 0262
	 	12
	0252
	 	1.50
	 	Ste 1224
	 	12
	 	J-Box 0262
	 	12
	0254
	 	4.50
	 	Ste 0900
	 	9
	 	roof
	 	9
	0266
	 	4.50
	 	Ste 0900
	 	9
	 	roof
	 	9
	0269
	 	4.50
	 	Ste 0900
	 	9
	 	roof
	 	9
	0278
	 	4.50
	 	Ste 2850
	 	28
	 	Riser 2
	 	16
	0292
	 	3.00
	 	Ste 1224
	 	12
	 	P-4
	 	P-4
	0308
	 	4.50
	 	Ste 0802
	 	8
	 	Ste 1420
	 	14
	0331
	 	3.00
	 	Ste 0900
	 	9
	 	P-4
	 	P-4
	0335
	 	4.50
	 	Ste 0900
	 	9
	 	P-1
	 	P-1
	0356
	 	4.50
	 	Ste 1202
	 	12
	 	Ste 801
	 	8
	0409
	 	2.00
	 	Ste 0700A
	 	7
	 	Ste. 600
	 	6
	0430
	 	4.50
	 	Ste 0700
	 	7
	 	P1 Telco Room
	 	P-1
	0554
	 	2.25
	 	Ste 700
	 	7
	 	Ste. 1420
	 	14
	0555
	 	3.00
	 	Ste 0802
	 	8
	 	J-Box 2912
	 	8
	0621
	 	2.25
	 	Ste 1100
	 	11
	 	J-Box 0116
	 	29
	0656
	 	1.25
	 	Ste 2800
	 	28
	 	J-Box 0125
	 	28
	0759
	 	2.25
	 	Ste 0700
	 	7
	 	ICG J-Box 0583
	 	8
	0767
	 	4.50
	 	Ste 1110
	 	11
	 	Riser 1
	 	11
	0779
	 	4.50
	 	Ste 0900
	 	9
	 	Telephone Room
	 	9
	0780
	 	4.50
	 	Ste 0900
	 	9
	 	Telephone Room
	 	9
	0862
	 	1.25
	 	Ste 2800
	 	28
	 	J-Box 0125
	 	28






EXHIBIT C





 









 








EXHIBIT C




Conduits



	 	 	 	 	 	 	 	 	 	 	 
	Conduit ID	 	External Diameter	 	From	 	From Floor	 	To	 	To Floor
	0863
	 	2.25
	 	Ste 2850
	 	28
	 	J-box 0125
	 	28
	0867
	 	3.00
	 	Ste 2850
	 	28
	 	Generator Room
	 	30
	0869
	 	1.00
	 	Ste 2850
	 	28
	 	Generator Room
	 	30
	0887
	 	4.50
	 	Ste 1717
	 	17
	 	Ste 1810
	 	18
	0905
	 	4.50
	 	Ste 1717
	 	17
	 	Ste 1810
	 	18
	0915
	 	1.25
	 	Ste 2850
	 	28
	 	Telephone Room
	 	28
	0922
	 	1.00
	 	Ste 2800
	 	28
	 	Telephone Room
	 	28
	0959
	 	4.50
	 	Ste 1717
	 	17
	 	Ste 1810
	 	18
	0986
	 	3.50
	 	Ste 0805
	 	8
	 	Riser 1
	 	9
	0987
	 	4.50
	 	Ste 1010
	 	10
	 	Meet-Me Closet
	 	10
	1133
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — N
	 	19
	1134
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — N
	 	19
	1135
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — N
	 	19
	1137
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — N
	 	19
	1138
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — N
	 	19
	1140
	 	4.50
	 	Ste 1900
	 	19
	 	Telephone Room
	 	18
	1144
	 	1.50
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1145
	 	1.00
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1147
	 	1.50
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1148
	 	3.00
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1149
	 	2.25
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1150
	 	1.00
	 	Ste 1900
	 	19
	 	Telephone Room — S
	 	19
	1175
	 	4.50
	 	Ste 2850
	 	28
	 	Electrical Room
	 	30
	1199
	 	3.50
	 	Ste 2850
	 	28
	 	Electrical Room
	 	28
	1203
	 	2.25
	 	Ste 1717
	 	17
	 	Telephone Room — N
	 	17
	1331
	 	4.50
	 	Ste 1717
	 	17
	 	Meet Me Closet
	 	17
	1332
	 	4.50
	 	Ste 1717
	 	17
	 	Meet Me Closet
	 	17
	1370
	 	4.50
	 	Ste 2850
	 	28
	 	Ste 2820
	 	28
	1455
	 	4.50
	 	Ste 1224
	 	12
	 	Meet Me Closet
	 	12
	1457
	 	2.25
	 	Ste 1224
	 	12
	 	Meet Me Closet
	 	12
	1458
	 	2.25
	 	Ste 1420
	 	14
	 	Meet Me Closet
	 	14
	1545
	 	2.25
	 	Ste 1110
	 	11
	 	Meet Me Closet
	 	11
	1548
	 	1.00
	 	Ste 1100
	 	11
	 	Meet Me Closet
	 	11
	1549
	 	2.25
	 	Ste 1110
	 	11
	 	Meet Me Closet
	 	11
	1558
	 	4.50
	 	Ste 1014
	 	10
	 	Meet Me Closet
	 	10
	1560
	 	4.50
	 	Ste 1010
	 	10
	 	Meet Me Closet
	 	10
	1624
	 	2.25
	 	Ste 0900
	 	9
	 	Meet Me Closet
	 	9
	1636
	 	2.25
	 	Ste 0803
	 	8
	 	Meet Me Closet
	 	8
	1641
	 	2.25
	 	Ste 0802
	 	8
	 	Meet Me Closet
	 	8
	1642
	 	2.25
	 	Ste 0801
	 	8
	 	Meet Me Closet
	 	8
	1707
	 	2.25
	 	Ste 0700A
	 	7
	 	Meet Me Closet
	 	7
	1713
	 	2.25
	 	Ste 0710
	 	7
	 	Meet Me Closet
	 	7
	1714
	 	2.25
	 	Ste 0710
	 	7
	 	Meet Me Closet
	 	7
	1715
	 	2.25
	 	Ste 0700A
	 	7
	 	Meet Me Closet
	 	7
	1718
	 	1.00
	 	Ste 0710
	 	7
	 	Meet Me Closet
	 	7
	1721
	 	2.25
	 	Ste 0700A
	 	7
	 	Meet Me Closet
	 	7
	1723
	 	2.25
	 	Ste 0700A
	 	7
	 	Meet Me Closet
	 	7
	1753
	 	2.25
	 	Ste 1717
	 	17
	 	Electrical Room
	 	17






EXHIBIT C





 









 








EXHIBIT C




Conduits



	 	 	 	 	 	 	 	 	 	 	 
	Conduit ID	 	External Diameter	 	From	 	From Floor	 	To	 	To Floor
	1862
	 	2.25
	 	Ste 0900
	 	9
	 	Ste. 10, ICG
	 	10
	1872
	 	2.25
	 	Ste 1717
	 	17
	 	Telephone Room — N
	 	17
	1889
	 	2.25
	 	Ste 1224
	 	12
	 	Phone Room
	 	12
	1906
	 	3.50
	 	Ste 0803
	 	8
	 	Riser 1
	 	8
	1914
	 	2.25
	 	Ste 0803
	 	8
	 	Stair 4
	 	8
	1916
	 	2.00
	 	Ste 0803
	 	8
	 	Telephone Room — N
	 	8
	1919
	 	4.00
	 	Ste 0802
	 	8
	 	Ste 0820
	 	8
	1921
	 	2.00
	 	Ste 0801
	 	8
	 	Ste 0803
	 	8
	1922
	 	1.75
	 	Ste 0803
	 	8
	 	Electrical Room
	 	8
	1925
	 	3.50
	 	Ste 0801
	 	8
	 	Telephone Room — S
	 	8
	1927
	 	2.25
	 	Ste 0802
	 	8
	 	Telephone Room
	 	8
	1929
	 	2.25
	 	Ste 0802
	 	8
	 	Telephone Room
	 	8
	1930
	 	4.00
	 	Ste 0801
	 	8
	 	Ste 0820
	 	8
	1934
	 	4.50
	 	Ste 1224
	 	12
	 	Ste. 1400, MCI
	 	14
	1940
	 	2.25
	 	Ste 0700
	 	7
	 	MCI
	 	8
	1941
	 	2.25
	 	Ste 0700
	 	7
	 	MCI
	 	8
	1948
	 	3.50
	 	Ste 0803
	 	8
	 	Electrical Room
	 	8
	2117
	 	3.50
	 	Ste 1140
	 	11
	 	Telephone Room
	 	11
	2118
	 	3.50
	 	Ste 1140
	 	11
	 	Telephone Room
	 	11
	2230
	 	2.25
	 	Ste 1224
	 	12
	 	Phone Room
	 	12
	2245
	 	2.25
	 	Ste 1140
	 	11
	 	Telephone Room
	 	11
	2246
	 	4.00
	 	Ste 1000
	 	10
	 	J-Box 0291
	 	10
	2247
	 	2.25
	 	Ste 1140
	 	11
	 	Telephone Room
	 	11
	2277
	 	3.00
	 	Ste 1014
	 	10
	 	Telephone Room — N
	 	10
	2279
	 	2.25
	 	Ste 1014
	 	10
	 	Telephone Room — N
	 	10
	2280
	 	2.25
	 	Ste 1014
	 	10
	 	Telephone Room — N
	 	10
	2281
	 	2.25
	 	Ste 1110
	 	11
	 	Ste 1014
	 	10
	2282
	 	2.25
	 	Ste 1014
	 	10
	 	Electrical Room
	 	10
	2287
	 	4.50
	 	Ste 1110
	 	11
	 	Electrical Room
	 	11
	2288
	 	4.50
	 	Ste 1110
	 	11
	 	Electrical Room
	 	11
	2289
	 	1.75
	 	Ste 1110
	 	11
	 	Ste 1100
	 	11
	2290
	 	4.50
	 	Ste 1110
	 	11
	 	Telephone Room — S
	 	11
	2291
	 	4.50
	 	Ste 1110
	 	11
	 	Meet Me Closet
	 	11
	2292
	 	4.50
	 	Ste 1110
	 	11
	 	Meet Me Closet
	 	11
	2304
	 	4.50
	 	Ste 1220
	 	12
	 	J-Box 2328
	 	12
	2310
	 	2.25
	 	Ste 1010
	 	10
	 	Ste 1014
	 	10
	2312
	 	3.50
	 	Ste 1140
	 	11
	 	Electrical Room
	 	12
	2316
	 	2.25
	 	Ste 1010
	 	10
	 	Electrical Room
	 	10
	2319
	 	2.25
	 	Ste 1010
	 	10
	 	Telephone Room
	 	10
	2322
	 	2.25
	 	Ste 1010
	 	10
	 	Telephone Room
	 	10
	2324
	 	2.25
	 	Ste 1010
	 	10
	 	Electrical Room
	 	10
	2329
	 	2.25
	 	Ste 1010
	 	10
	 	Telephone Room
	 	10
	2334
	 	2.25
	 	Ste 0700
	 	7
	 	Ste. 702
	 	7
	2341
	 	2.25
	 	Ste 700A
	 	7
	 	J-Box 2343
	 	7
	2353
	 	4.50
	 	Ste 0700
	 	7
	 	J-Box 2328
	 	12
	2354
	 	2.00
	 	Ste 700A
	 	7
	 	N. Telephone Room
	 	7
	2355
	 	4.50
	 	Ste 0700
	 	7
	 	J-Box 1632
	 	14
	2356
	 	2.25
	 	Ste 700A
	 	7
	 	N. Telephone Room
	 	7






EXHIBIT C





 









 








EXHIBIT C




Conduits



	 	 	 	 	 	 	 	 	 	 	 
	Conduit ID	 	External Diameter	 	From	 	From Floor	 	To	 	To Floor
	2357
	 	4.50
	 	Ste 0700
	 	7
	 	J-Box 2328
	 	7
	2367
	 	4.50
	 	Ste 0900
	 	9
	 	Ends in Hallway
	 	9
	2372
	 	4.50
	 	Ste 0900
	 	9
	 	Ends in Hallway
	 	9
	2378
	 	4.50
	 	Ste 0900
	 	9
	 	Electrical Room
	 	9
	2405
	 	2.25
	 	Ste 0710
	 	7
	 	J-Box 2377
	 	7
	2412
	 	2.25
	 	Ste 0710
	 	7
	 	J-Box 2377
	 	7
	2416
	 	2.00
	 	Ste 0710
	 	7
	 	Electrical Room
	 	7
	2417
	 	1.50
	 	Ste 0710
	 	7
	 	Stair 4
	 	7
	2420
	 	4.50
	 	Ste 0700
	 	7
	 	Ste. 710
	 	7
	2421
	 	4.50
	 	Ste 0700
	 	7
	 	Ste. 710
	 	7
	2702
	 	2.25
	 	Ste 1014
	 	10
	 	Meet Me Closet
	 	10
	2830
	 	2.25
	 	 	 	19
	 	16
	 	16
	2831
	 	4.50
	 	Ste 1014
	 	10
	 	North Stairwell
	 	10
	2906
	 	4.00
	 	710B
	 	7
	 	700
	 	7
	2907
	 	4.00
	 	710B
	 	7
	 	700
	 	7
	2909
	 	4.00
	 	710B
	 	7
	 	700
	 	7
	2910
	 	4.00
	 	710B
	 	7
	 	700
	 	7
	2913
	 	2.00
	 	703
	 	7
	 	telco closet
	 	7
	2914
	 	3.00
	 	703
	 	7
	 	805 low rise
	 	8
	2917
	 	4.00
	 	700
	 	7
	 	s. telco closet
	 	7
	2918
	 	4.00
	 	700
	 	7
	 	s. telco closet
	 	7
	2920
	 	4.00
	 	1010
	 	10
	 	1014
	 	10
	2922
	 	4.00
	 	1010
	 	10
	 	1014
	 	10
	2926
	 	3.00
	 	1140
	 	11
	 	s. telco closet
	 	11
	2927
	 	4.50
	 	Ste 0700
	 	7
	 	P1 Telco Room
	 	P-1
	2927
	 	4.00
	 	1140
	 	11
	 	1100
	 	11
	2928
	 	3.00
	 	1140
	 	11
	 	Vonage
	 	11
	2930
	 	4.00
	 	Vonage
	 	11
	 	s. telco closet
	 	11
	2931
	 	4.00
	 	1140
	 	11
	 	MMC
	 	11
	2954
	 	3.00
	 	2700
	 	27
	 	N. Telco closet
	 	27
	2955
	 	4.50
	 	Ste 0700
	 	7
	 	J-Box 0271
	 	7
	2956
	 	4.50
	 	Ste 1014
	 	10
	 	J-Box
	 	10
	2957
	 	3.00
	 	2800
	 	28
	 	N. Telco closet
	 	28
	2958
	 	4.00
	 	2800
	 	28
	 	N. Telco closet
	 	27
	2959
	 	2.25
	 	Ste 700A
	 	7
	 	J-Box 2991
	 	7
	2960
	 	4.50
	 	Ste 1010
	 	10
	 	J-Box 2973
	 	10
	2961
	 	4.50
	 	Ste 0700
	 	7
	 	Ste. 1420, MCI
	 	14
	2962
	 	2.00
	 	1900 HSE
	 	19
	 	NTT
	 	19
	2963
	 	4.50
	 	Ste 1014
	 	10
	 	North Stairwell
	 	10
	2964
	 	2.00
	 	1900 HSE
	 	19
	 	NTT
	 	19
	2965
	 	2.00
	 	1900 HSE
	 	19
	 	Camera’s
	 	19
	2974
	 	2.25
	 	Ste 0700
	 	7
	 	J-Box 0345
	 	8
	2977
	 	4.50
	 	Ste 1224
	 	12
	 	J-Box 2972, St. 3
	 	12
	2994
	 	4.00
	 	Ste 0802
	 	8
	 	P-1
	 	P-1
	2995
	 	2.25
	 	Ste 1014
	 	10
	 	J-Box
	 	10






EXHIBIT C







 









 








EXHIBIT C




Conduits


In addition to the foregoing conduits (and without limiting the foregoing), the Conduits shall also
include all existing conduits to the extent to which they terminate (a) solely within the Premises,
(b) only within the Premises after entering the Building, (c) within the Premises and a Building
point of entry, or (d) within the Premises and upon or immediately beneath the Building roof or
other exterior Building penetration.



The parties acknowledge that any rights to conduit set forth herein are subordinate to any rights
of use granted to third parties prior to the date hereof. Further, and without limiting the
foregoing, Tenant’s rights to use the Conduits shall be subordinate to the rights granted prior
hereto under the following “footprint” leases between Landlord and the following tenants at the
Building:



1. Global Crossing — lease dated June 4, 1992



2. Level 3 (Broadwing) — lease dated October 6, 1989



3. Level 3 (Looking Glass) — lease dated November 9, 2001



4. Telepacific — lease dated November 15, 1990



5. Time Warner (undocumented single innerduct) — lease dated October 20, 1995



6. US Colo — lease dated June 25, 2003



7. Verizon (8th floor MCI) — lease dated April 10, 1990



8. Verizon California (undocumented single innerduct) — lease dated September 22, 1997




EXHIBIT C







 









 







EXHIBIT D
INITIAL RESERVED SPACES








EXHIBIT D
INITIAL RESERVED SPACES

 









 








EXHIBIT E — TENANT’S SHARE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Pro-Rata	 
	Location	 	RSF	 	 	Share	 
	Premises Components (each of the
following deemed a Component)
	 	 	 	 	 	 	 	 
	Office Space
	 	 	 	 	 	 	 	 
	Suite 110
	 	 	5,152	 	 	 	0.7788	%
	Suite 130
	 	 	715	 	 	 	0.1081	%
	Suite 220
	 	 	2,261	 	 	 	0.3418	%
	Suite 901 (Executive Suites)
	 	 	7,186	 	 	 	1.0862	%
	Subtotal
	 	 	15,314	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Storage Space
	 	 	 	 	 	 	 	 
	P500
	 	 	440	 	 	 	N/A	 
	P210
	 	 	568	 	 	 	N/A	 
	P100
	 	 	885	 	 	 	N/A	 
	830
	 	 	94	 	 	 	0.0142	%
	2860
	 	 	287	 	 	 	0.0434	%
	Subtotal
	 	 	2,274	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colocation and Related Uses
	 	 	 	 	 	 	 	 
	Suite 101
	 	 	13,942	 	 	 	2.1075	%
	Suite 240
	 	 	2,128	 	 	 	0.3217	%
	Suite 250
	 	 	5,182	 	 	 	0.7833	%
	Suite 700
	 	 	7,485	 	 	 	1.1314	%
	Suite 710
	 	 	2,839	 	 	 	0.4291	%
	Suite 805
	 	 	5,640	 	 	 	0.8525	%
	Suite 905 (DC Plant)
	 	 	1,070	 	 	 	0.1617	%
	Suite 1010
	 	 	4,505	 	 	 	0.6810	%
	Suite 1014
	 	 	1,501	 	 	 	0.2269	%
	Suite 1100
	 	 	13,277	 	 	 	2.0069	%
	Suite 1140
	 	 	6,481	 	 	 	0.9797	%
	Suite 1717
	 	 	2,675	 	 	 	0.4044	%
	Suite 1900
	 	 	24,988	 	 	 	3.7772	%
	Suite 2700
	 	 	25,810	 	 	 	3.9014	%
	Suite 2800
	 	 	11,654	 	 	 	1.7616	%
	Suite 3100
	 	 	477	 	 	 	0.0721	%
	Subtotal
	 	 	140,502	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Single User Space Served by Tenant
	 	 	 	 	 	 	 	 
	Suite 823 (Singapore Telecom)
	 	 	2,206	 	 	 	0.3335	%
	Suite 823B (AC-UPS)
	 	 	338	 	 	 	0.0511	%
	Suite 825 (Andiamo Telecom)
	 	 	2,198	 	 	 	0.3322	%
	Suite 900 (China Unicom)
	 	 	3,810	 	 	 	0.5759	%
	Suite 902 (Nextel Antenna Room)
	 	 	304	 	 	 	0.0460	%
	Suite 930 (Webcountry)
	 	 	842	 	 	 	0.1273	%
	Suite 1130 (China Netcom)
	 	 	2,512	 	 	 	0.3797	%
	Suite 1220 (Teledata)
	 	 	1,656	 	 	 	0.2503	%
	Suite 1221 (Teledata)
	 	 	700	 	 	 	0.1058	%
	Subtotal
	 	 	14,566	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	167,232	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Pro-Rata Share for OPEX & RE Taxes	 	RSF	 	 	%	 
	 	 	 
	Total Space
	 	 	167,232	 	 	 	25.2787	%
	Less:
	 	 	 	 	 	 	 	 
	Parking Level Storage
	 	 	1,893	 	 	 	0.2861	%
	 
	 	 	 	 	 	 	 	 
	Net
	 	 	165,339	 	 	 	24.9926	%
	 
	 	 	 	 	 	 	 	 
	Building RSF (net of space on P1-P5)
	 	 	661,553	 	 	 	 	 






EXHIBIT E








 









 








EXHIBIT F




UTILITY AND GENERATOR POWER



One Wilshire Building

Base Building Utility and Generator Power Supplied to CRG West Premises



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERATOR POWER	 	 	 	 	 	UTILITY POWER	 	 
	DESCRIPTION	 	SUITE	 	(AMPS OF 480 VOLT)	 	GENERATOR #	 	(AMPS OF 480 VOLT)	 	COMMENTS
	U1A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Andiamo/Singtel
	 	825	 	 	150	 	 	 	1	 	 	 	400	 	 	 
	Nextel Sub-Panel 9th Fl
	 	9th Floor	 	 	600	 	 	 	1	 	 	 	600	 	 	 
	DC Plant #823 (Andiamo sub-meter)
	 	825/ 823	 	 	150	 	 	 	1	 	 	 	400	 	 	 
	IDC #1220/24
	 	1220	 	 	125	 	 	 	2	 	 	 	175	 	 	 
	CRGWEST ATS-3
	 	1100	 	 	400	 	 	 	3	 	 	 	400	 	 	 
	IDC 2800 (ATS-A)
	 	2800	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	IDC 2800 (ATS-B)
	 	2800	 	 	800	 	 	 	4	 	 	 	800	 	 	 
	IDC 2800 (ATS-C) CRAC
	 	2800	 	 	 	 	 	 	 	 	 	 	800	 	 	 
	CRGW (ATS-2B)
	 	1100	 	 	600	 	 	 	6	 	 	 	600	 	 	 
	Suite 1010 CRAC
	 	1010	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	IDC 1140 (ATS-A)
	 	1140	 	 	600	 	 	 	4	 	 	 	600	 	 	 
	IDC 1140 (ATS-B)
	 	1140	 	 	600	 	 	 	6	 	 	 	600	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	China Netcom
	 	1130	 	 	225	 	 	 	2	 	 	 	400	 	 	 
	CRGWEST IDC
	 	801/805	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	CRGW (Sec.) ATS-B
	 	1014	 	 	400	 	 	 	3	 	 	 	400	 	 	 
	CRGWEST (ATS-5C)
	 	1100	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	CRGWest (ATS-B)
	 	1900	 	 	800	 	 	 	4	 	 	 	800	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRGWEST ATS-1A
	 	1100	 	 	600	 	 	 	4	 	 	 	600	 	 	 
	CRGWEST (Primary)
	 	1014	 	 	400	 	 	 	4	 	 	 	400	 	 	 
	IDC (ATS-3)
	 	700	 	 	400	 	 	 	6	 	 	 	400	 	 	 
	CRGWest (ATS-4D)
	 	1100	 	 	400	 	 	 	6	 	 	 	400	 	 	 
	CRGWest (ATS-A)
	 	1900	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	CRGWest (ATS-D)
	 	1900	 	 	400	 	 	 	6	 	 	 	400	 	 	 
	IDC (ATS-1)
	 	700	 	 	600	 	 	 	6	 	 	 	600	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U2A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRGW — Suite 1717
	 	1717	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	IDC (ATS-2)
	 	700	 	 	—	 	 	 	 	 	 	 	—	 	 	Load will be moved to bus U5 approximately 8/15/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U2B
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRGWest (ATS-C)
	 	1900	 	 	800	 	 	 	4	 	 	 	800	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	 	 	 	9,050	 	 	 	 	 	 	 	10,575	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GENERATOR INFORMATION
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LOCATION
	 	#	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4TH FLOOR — SOUTHEAST CORNER
	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4TH FLOOR — NORTHEAST CORNER
	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3RD FLOOR ROOF
	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3RD FLOOR ROOF PLATFORM
	 	4	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30TH FLOOR — SOUTHEAST CORNER
	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4TH FLOOR — SOUTHWEST CORNER
	 	6	 	 	 	 	 	 	 	 	 	 	 	 	 	 






EXHIBIT F

UTILITY AND GENERATOR POWER







 









 








EXHIBIT G




THE ONE WILSHIRE BUILDING

RULES AND REGULATIONS



     Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord
shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by
or otherwise with respect to the acts or omissions of any other tenants or occupants of the
Project. In the event of any conflict between the Rules and Regulations and the other provisions of
this Lease, the latter shall control.



     1. Tenant shall not alter any lock or install any new or additional locks, bolts or card key
access systems on any doors or windows of the Premises without obtaining Landlord’s prior written
consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys
will be furnished by Tenant to Landlord for the Premises, and any additional keys or cards required
by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of
stores, offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant and in the
event of the loss of keys so furnished, Tenant shall pay to Landlord the cost of replacing same or
of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make
such changes.



     2. All doors opening to public corridors shall be kept closed at all times except for normal
ingress and egress to the Premises.



     3. Landlord reserves the right to close and keep locked all entrance and exit doors
of the Building during such hours as are customary for comparable buildings in the vicinity of the
Building. Tenant, its employees and agents must be sure that the doors to the Building are securely
closed and locked when leaving the Premises if it is after the normal hours of business for the
Building. Any tenant, its employees, agents or any other persons entering or leaving the Building
at any time when it is so locked, or any time when it is considered to be after normal business
hours for the Building, may be required to sign the Building register. Access to the Building may
be refused unless the person seeking access has proper identification or has a previously arranged
pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests
same in writing. Tenant shall be responsible for all persons for whom Tenant requests passes and
shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no
case be liable for damages for any error with regard to the admission to or exclusion from the
Building of any person. In case of invasion, mob, riot, public excitement, or other commotion,
Landlord reserves the right to prevent access to the Building or the Project during the continuance
thereof by any means it deems appropriate for the safety and protection of life and property.




     4. No furniture, freight or equipment of any kind shall be brought into the Building without
prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with
Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have
the right to prescribe the weight, size and position of all safes and other heavy property brought
into the Building and also the times and manner of moving the same in and out of the Building.
Safes, UPS systems, switching equipment and other heavy objects shall, if considered necessary by
Landlord, stand on supports of such thickness and structural integrity as is necessary to properly
distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or
property in any case. Any damage to any part of the Building, its contents, occupants or visitors
by moving or maintaining any such safe or other property shall be the sole responsibility and
expense of Tenant.



     5. No furniture, packages, supplies, equipment or merchandise will be received in
the Building or carried up or down in the elevators, except between such hours, in such specific
elevator and by such personnel as shall be designated by Landlord.




EXHIBIT G




 









 








EXHIBIT G




     6. The requirements of Tenant will be attended to only upon application at the management
office for the Project or at such office location designated by Landlord. Employees of Landlord
shall not perform any work or do anything outside their regular duties unless under special
instructions from Landlord.



     7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or
affixed by Tenant on any part of the Premises or the Building without the prior written consent of
the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project
and shall cooperate with Landlord and its agents of Landlord to prevent same.



     8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed, and no foreign substance of any kind whatsoever
shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose servants, employees, agents,
visitors or licensees shall have caused same.



     9. Tenant shall not overload the floor of the Premises. Tenant shall not purchase spring
water, ice, towel, linen, maintenance or other like services from any person or persons not
approved by Landlord.



     10. Except for dry or gel cell batteries used in connection with Tenant’s UPS System, Tenant
shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline,
explosive material, corrosive material, material capable of emitting toxic fumes, or other
inflammable or combustible fluid chemical, substitute or material. Tenant shall provide material
safety data sheets for any Hazardous Material used or kept on the Premises.



     11. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or
substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors,
or vibrations, or interfere with other tenants or those having business therein, whether by the use
of any musical instrument, radio, phonograph, or in any other way. Tenant shall not throw anything
out of doors, windows or skylights or down passageways.



     12. Tenant shall not bring into or keep within the Project, the Building or the Premises any
animals, birds, aquariums, or, except in areas designated by Landlord, bicycles or other vehicles.



     13. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for
the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes.
Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may
be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors, provided that such use is in accordance with all applicable
federal, state, county and city laws, codes, ordinances, rules and regulations.



     14. The Premises shall not be used for manufacturing or for the storage of merchandise except
as such storage may be incidental to the use of the Premises provided for in the Summary. Tenant
shall not occupy or permit any portion of the Premises to be occupied as an office for a
messenger-type operation or dispatch office, public stenographer or typist, or for the manufacture
or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or
manicure shop, or as an employment bureau without the express prior written consent of Landlord.
Tenant shall not engage or pay any employees on the Premises except those actually working for such
tenant on the Premises nor advertise for laborers giving an address at the Premises.



EXHIBIT G




 









 








EXHIBIT G




     15. Landlord reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any
manner do any act in violation of any of these Rules and Regulations.



     16. Tenant, its employees and agents shall not loiter in or on the entrances, corridors,
sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the
purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas,
and shall use them only as a means of ingress and egress for the Premises.



     17. Tenant shall use reasonable best efforts to participate in recycling programs undertaken
by Landlord.



     18. Tenant shall store all its trash and garbage within the interior of the Premises. No
material shall be placed in the trash boxes or receptacles if such material is of such nature that
it may not be disposed of in the ordinary and customary manner of removing and disposing of trash
and garbage in Los Angeles, California without violation of any law or ordinance governing such
disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and
elevators provided for such purposes at such times as Landlord shall designate. If the Premises is
or becomes infested with vermin as a result of the use or any misuse or neglect of the Premises by
Tenant, its agents, servants, employees, contractors, visitors or licensees, Tenant shall
forthwith, at Tenant’s expense, cause the Premises to be exterminated from time to time to the
satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in
writing in advance by Landlord.



     19. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.



     20. Any persons employed by Tenant to do janitorial work shall be subject to the prior written
approval of Landlord, and while in the Building and outside of the Premises, shall be subject to
and under the control and direction of the Building manager (but not as an agent or servant of such
manager or of Landlord), and Tenant shall be responsible for all acts of such persons.



     21. No awnings or other projection shall be attached to the outside walls of the Building
without the prior written consent of Landlord, and no curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window or door of the Premises other than
Landlord standard drapes. All electrical ceiling fixtures hung in the Premises or spaces along the
perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white
bulb color approved in advance in writing by Landlord. Neither the interior nor exterior of any
windows shall be coated or otherwise sunscreened without the prior written consent of Landlord.
Tenant shall be responsible for any damage to the window film on the exterior windows of the
Premises and shall promptly repair any such damage at Tenant’s sole cost and expense. Tenant shall
keep its window coverings closed during any period of the day when the sun is shining directly on
the windows of the Premises. Tenant shall abide by Landlord’s regulations concerning the opening
and closing of window coverings which are attached to the windows in the Premises, if any, which
have a view of any interior portion of the Building or the Common Areas.



     22. Tenant must comply with requests by the Landlord concerning the informing of their
employees of items of importance to the Landlord.



     23. Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service
or other security measures for the benefit of the Premises, the Building or the Project. Tenant
hereby assumes all responsibility for the protection of Tenant and its agents, employees,
contractors,



EXHIBIT G




 









 








EXHIBIT G



invitees and guests, and the property thereof, from acts of third parties, including keeping doors
locked and other means of entry to the Premises closed, whether or not Landlord, at its option,
elects to provide security protection for the Project or any portion thereof. Tenant further
assumes the risk that any safety and security devices, services and programs which Landlord elects,
in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by
an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under
this Lease, obtain its own insurance coverage to the extent Tenant desires protection against
losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security
program developed by Landlord or required by law.




     24. All office equipment of any electrical or mechanical nature shall be placed by Tenant in
the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise and
annoyance.



     25. Tenant shall not use in any space or in the public halls of the Building, any hand trucks
except those equipped with rubber tires and rubber side guards.



     26. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be
conducted in the Premises without the prior written consent of Landlord.



     27. No tenant shall use or permit the use of any portion of the Premises for living quarters,
sleeping apartments or lodging rooms.



     28. Tenant shall not purchase spring water, towels, janitorial or maintenance or other similar
services from any company or persons not approved by Landlord. Landlord shall approve a sufficient
number of sources of such services to provide Tenant with a reasonable selection, but only in such
instances and to such extent as Landlord in its judgment shall consider consistent with the
security and proper operation of the Building.



     29. Tenant shall install and maintain, at Tenant’s sole cost and expense, an adequate, visibly
marked and properly operational fire extinguisher next to any duplicating or photocopying machines
or similar heat producing equipment, which may or may not contain combustible material, in the
Premises.


Landlord reserves the right at any time to change or rescind any one or more of these Rules and
Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s
judgment may from time to time be necessary for the management, safety, care and cleanliness of the
Premises, Building, the Common Areas and the Project, and for the preservation of good order
therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive
any one or more of these Rules and Regulations for the benefit of any particular tenants, but no
such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of
any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations
against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.




EXHIBIT G







 









 







Exhibit H
Mezzanine Plans and Specifications










Exhibit H – Page 1
Mezzanine Plans and Specifications



 









 








Exhibit H

Mezzanine Plans and Specifications




CRG WEST — One Wilshire



Proposed 1st Floor and Mezzanine IDC Specifications



     POWER (approx.)



2 mgw of UPS Power

1 mgw of Power for infrastructure (Cooling Towers, CRAC Units, Lighting, etc..)

(4) 500amp DC Plants




     Cooling (approx.)



(2) 400 ton Cooling Towers

650 ton of Conditioned Air




     Fire sprinklers


Pre-Action Fire Detection System




     Smoke Detection


VESDA




     Monitoring


Automatic Logic Controls




     Conveyance


Hydraulic Lift (6000 lbs.)




Exhibit H — Page 2

Mezzanine Plans and Specifications





 









 










Exhibit
H

Mezzanine Plans and Specifications





Exhibit
H — page 2

Mezzanine Plans and Specifications




 









 







EXHIBIT I


EYEBROW SIGNAGE LOCATION








EXHIBIT I


EYEBROW SIGNAGE LOCATION