MEDICAL DENTAL BUILDING LEASE AGREEMENT BETWEEN ONVIA AND GRE 509 OLIVE LLC

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Title: MEDICAL DENTAL BUILDING LEASE AGREEMENT BETWEEN ONVIA AND GRE 509 OLIVE LLC
Date: 11/14/2007
Industry: Computer Services Sector: Technology

Exhibit 10.12

MEDICAL DENTAL BUILDING

LEASE AGREEMENT

BETWEEN

GRE 509 OLIVE LLC,

LANDLORD

AND

ONVIA, INC.,

TENANT

TABLE OF CONTENTS

		Page

Article 1 PREMISES		4
1.1	Construction; Suitability	4
1.2	Location	4
1.3	Rooftop Antenna	5
1.4	Access	5
1.5	Right of First Offer	5
1.6	Delay in Delivery	6
1.7	Exhibits	6
Article 2 BUSINESS RIGHTS AND RESTRICTIONS		7
2.1	Use	7
2.2	Restrictions	7
Article 3 TERM		7
3.1	Duration	7
3.2	Option to Extend	8
3.3	Extended Term Minimum Monthly Rent	8
Article 4 RENT		9
4.1	Payment	9
4.2	Lease Year	9
Article 5 COMMON AREA		9
5.1	Definition	9
5.2	Use	9
5.3	Maintenance and Operation	9
5.4	Records	10
5.5	Tenant’s Contribution	11
5.6	Operation and Control	11
5.7	Obstructions	12
5.8	Allocation of Expenses; Gross Up	12
Article 6 TAXES		12
6.1	Personal Property Taxes	12
6.2	Real Property Taxes	12
6.3	Business Taxes	13
6.4	Substitute and Additional Taxes	13
6.5	Commercial Rent Tax	13
Article 7 UTILITIES AND SERVICES		13
7.1	Utilities and Services	13
7.2	Payment	14
7.3	Interruptions	15
Article 8 REPAIRS AND ALTERATIONS		15
8.1	Landlord’s Repairs	15
8.2	Tenant’s Repairs	15

		Page

8.3	Alterations	15
8.4	General Conditions	16
8.5	Americans with Disabilities Act Compliance	17
Article 9 INSURANCE		17
9.1	Use Rate	17
9.2	Liability Insurance	17
9.3	Worker’s Compensation Insurance	17
9.4	Property Insurance/Business Income	18
9.5	Waiver of Subrogation	18
9.6	General Requirements	18
9.7	Blanket Insurance	19
Article 10 DAMAGE AND RESTORATION		19
10.1	Damage and Destruction of the Premises	19
10.2	Damage or Destruction of Property	20
10.3	Tenant’s Work	20
10.4	Limitation of Obligations	20
10.5	Damage or Destruction at End of Term	21
10.6	Waiver	21
Article 11 SECURITY DEPOSIT; LETTER OF CREDIT		21
11.1	Security Deposit	21
11.2	Letter of Credit	21
Article 12 EMINENT DOMAIN		22
12.1	Definition	22
12.2	Total Taking	23
12.3	Partial Taking of Premises	23
12.4	Common Area Taking	23
12.5	Repair and Restoration	23
12.6	Award	23
12.7	Waiver	23
Article 13 INDEMNITY; WAIVER		24
13.1	Indemnification and Waivers	24
Article 14 OPERATION OF BUSINESS		26
Article 15 SIGNS AND ADVERTISING		26
15.1	General	26
15.2	Directory Board	27
15.3	Elevator Lobby; Suite Entry Signage	27
Article 16 LIENS		27
Article 17 RIGHT OF ENTRY		27
Article 18 DELAYING CAUSES		28
Article 19 ASSIGNMENT AND SUBLEASE		28

		Page

19.1	Consent Required	28
19.2	Request For Consent	29
19.3	Recapture	29
19.4	General Conditions	29
19.5	Transfer to a Subsidiary	29
19.6	Transfer Pursuant to Bankruptcy Code	30
Article 20 NOTICES		30
Article 21 SURRENDER OF POSSESSION		30
21.1	Surrender	30
21.2	Holding Over	31
Article 22 QUIET ENJOYMENT		31
Article 23 SUBORDINATION		31
Article 24 ESTOPPEL CERTIFICATE; FINANCIAL STATEMENTS		31
Article 25 DEFAULT		32
25.1	Default	32
25.2	Remedies	33
25.3	Interest	35
Article 26 INSOLVENCY		35
26.1	Breach of Lease	35
26.2	Operation of Law	35
26.3	Non-Waiver	36
26.4	Events of Bankruptcy	36
26.5	Landlord’s Remedies	36
Article 27 REMEDIES CUMULATIVE		37
Article 28 ATTORNEY’S FEES		37
Article 29 LIABILITY OF MANAGER		37
Article 30 NO PARTNERSHIP		38
Article 31 SUBTENANCIES		38
Article 32 SUCCESSORS		38
Article 33 REMOVAL OF TENANT’S PERSONAL PROPERTY		38
Article 34 EFFECT OF CONVEYANCE		39
Article 35 LANDLORD’S DEFAULT; NOTICE TO LENDER		39
35.1	Landlord’s Default	39
35.2	Notice to Lender	39

		Page

35.3	Independent Covenants; Limitation of Remedies and Landlord’s Liability	39
Article 36 RESERVED		40
Article 37 INTERPRETATION		40
Article 38 ENTIRE INSTRUMENT		40
Article 39 EASEMENTS; RECORDING		40
Article 40 SALE BY LANDLORD		41
Article 41 SECURITY MEASURES		41
Article 42 RESERVED		41
Article 43 CHOICE OF LAW; WAIVER OF TRIAL BY JURY		41
Article 44 HAZARDOUS SUBSTANCES		42
44.1	Tenant’s Indemnity	42
44.2	Covenant	42
44.3	Definitions	42
44.4	Breach of Obligations	42
44.5	Handling; Notices	43
44.6	Landlord’s Indemnity	44
Article 45 AUTHORITY		44
Article 46 BROKERS		44
Article 47 TENANT REPRESENTATION		44

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MEDICAL DENTAL BUILDING

LEASE AGREEMENT

(Base Year)

Landlord hereby leases to Tenant and Tenant hereby leases and accepts from Landlord the premises hereinafter described in the terms and conditions set forth in this Lease Agreement, hereinafter called “this Lease ”.

BASIC LEASE PROVISIONS

Lease Date:

July 31, 2007

Landlord:

GRE 509 OLIVE LLC

Tenant:

Onvia, Inc.

D. Reserved

Property/Building:

The project including parking facilities on property particularly described Exhibit “A” (the “Property”) , commonly known as the Medical Dental Building; (the “ Building ”), located at 509 Olive Way, Seattle, King County, Washington 98101.

Premises Rentable Area:

The area shown on Exhibit “B,” containing approximately 35,000 rentable square feet ( “RSF” ), known as Suites 400 and 501, located on the 4 ^th & 5 ^th floors of the Building.

Building Rentable Area:

293,916 RSF.

Tenant’s Pro Rata Share:

11.91%

Permitted Use:

Solely for use for general office and call center purposes and for no other use or purpose.

Initial Term:

Approximately ninety-three (93) months, commencing on the Lease Commencement Date and terminating on the Expiration Date.

Extension Option:

One (1) option of five (5) years (the “Extended Term” ). The Initial Term, together with the Extended Term if duly exercised by Tenant, are referred to collectively in this Lease as the “Lease Term” .

Possession Date(s):

The date as to each portion of the Premises on which Landlord provides access thereto to Tenant so that Tenant may enter thereon and perform the Tenant’s Work described in Exhibit “C” attached hereto. The projected Possession Dates are as follows: 4 ^th floor by August 20, 2007; 5 ^th floor (excluding Suite 550) by October 1, 2007; Suite 550 by November 15, 2007.

Lease Commencement Date:

The later to occur of (i) the date that is one hundred twenty (120) days after the actual Possession Date as to the 5 ^th floor portion of the Premises, excluding Suite 550, or (ii) January 1, 2008.

Expiration Date:

11:59 p.m. on the last day of the ninety-third (93 ^rd ) calendar month following the month in which the Lease Commencement Date occurs.

O. Minimum Rent

Commencement Date:

The Lease Commencement Date.

P. Minimum Monthly Rent:

Lease Months	Premises Area (RSF)		Annual Minimum Rental Rate		Annual Minimum Rent		Minimum Monthly Rent
1-9	35,000		Abated		Abated		Abated
10-12		35,000	$	25.00	$	875,000.00	$	72,916.67
13-24		35,000	$	25.75	$	901,250.00	$	75,104.17
25-36		35,000	$	26.52	$	928,287.50	$	77,357.29
37-48		35,000	$	27.32	$	956,136.13	$	79,678.01
49-60		35,000	$	28.14	$	984,820.21	$	82,068.35
61-72		35,000	$	28.98	$	1,014,364.82	$	84,530.40
73-84		35,000	$	29.85	$	1,044,795.76	$	87,066.31
85-93		35,000	$	30.75	$	1,076,139.63	$	89,678.30

Security Deposit:

$538,069.80

Base Year:

Calendar year 2008.

Parking:

Landlord shall provide and Tenant shall pay for thirty (30) unreserved parking spaces in the underground parking garage serving the Building, at market rates then being charged by the operator thereof and all taxes applicable thereto.

T. Landlord’s Address for Notices: c/o Goodman Real Estate, Inc.

509 Olive Way, Suite 1062

Seattle, WA 98101

Attention: Tim Dickerson

U. Landlord’s Address for Rent

Payments:

c/o Goodman Real Estate, Inc.

509 Olive Way, Suite 1062

Seattle, WA 98101

Attention: Tim Dickerson

Tenant’s Address for Notices:

Prior to the Commencement

Date:

1260 Mercer Street

Seattle, WA 98109

Attn: SoYoung Kwon

After the Commencement

Date:

The Premises

Landlord’s Broker:

CB Richard Ellis, Inc.

Tenant’s Broker:

The Staubach Company

ARTICLE 1

PREMISES

1.1 Construction; Suitability

The initial improvements to the Premises shall be constructed pursuant to Exhibit “C” attached hereto. Landlord shall have no other obligation to perform any construction or other work to the interior or exterior of the Premises or elsewhere at the Property unless expressly set forth in Exhibit “C” . Except as expressly provided herein, Tenant acknowledges that neither Landlord, nor any agent or representative of Landlord, has made any representation or warranty with respect to the suitability of the Premises for the use set forth in the Basic Lease Provisions, and that Tenant has entered into this Lease based solely upon its own investigation and inspection of the Property and the Premises. Landlord does not represent, and Tenant does not rely on the fact that any specific tenant or tenants will occupy space in the Property during the Term of this Lease. Landlord reserves and excepts from the Premises the roof and exterior walls of the Building of which the Premises are a part.

1.2 Location

The parties acknowledge that Exhibit “A” describes the current perimeter of the Property and sets forth a general layout of the Property, and shall not be deemed a representation by Landlord that the Property shall always be constructed as indicated thereon or that any tenants or occupants designated by name or nature of business thereon shall conduct business in the Property during the Term of this Lease; and, subject to compliance with all applicable laws and governmental requirements and provided that there is reasonable access to the Premises, Landlord may in its sole discretion increase, decrease or change the number, location, and dimensions of the buildings, the premises therein, driving lanes, driveways, walkways, parking places and other improvements shown on Exhibit “A,” and Landlord reserves the right to make additions and alterations, including the addition of pay telephones, to all buildings constructed in the Property, and to change the name of the Building, the Property, or any of the other buildings thereon from time to time. References to “this Lease” include all exhibits and matters incorporated by reference as part of this Lease. In the event a portion of the Premises, Building, or Property is damaged or any other event or change occurs which alters the RSF of any or all of the foregoing, Landlord may appropriately adjust the foregoing areas and Tenant’s Pro Rata Share thereof. Following completion of any Landlord’s Work described in Exhibit “C” , Landlord shall remeasure the Premises and reserves the right to remeasured the Building in accordance with provisions of the Standard Method for Measuring Floor Area in Office Buildings published by the Building Owners and Managers Association (ANSI/BOMA Z65.1-1996) (the “BOMA Standard”) applicable to multi-tenant office buildings, to establish the RSF thereof, and appropriate adjustments (if any) shall be made to Minimum Monthly Rent, Tenant’s Pro Rata Share, and other terms of this Lease dependent on the RSF of the Premises and/or Building. Tenant shall be deemed to have accepted any such remeasurement and/or adjustment unless Tenant objects to same within thirty (30) days after receipt of notice thereof from Landlord. After the initial measurement of the Premises as described above, in the event of any additional change in the RSF of the Premises and/or Building caused by a change in the BOMA Standard or otherwise, the Minimum Monthly Rent shall not be increased by more than 102% of the amounts set forth in the Basic Lease Provisions as a result of any such remeasurement of the Building or Premises.

1.3 Rooftop Antenna

Tenant may, at its risk and expense and at no additional rent, install the Satellite Dish (as hereinafter defined) and/or Antenna System (as hereinafter defined) on the roof of the Building in the area thereon designated by Landlord (the “ Satellite Dish Area ”), which Satellite Dish Area shall contain approximately not more than 100 square feet of space (i.e., a 10 foot by 10 foot area), but which area shall permit the Satellite Dish and/or Antenna System to transmit and receive reception without interference. As used herein, the term “ Satellite Dish ” shall mean the satellite dish and related wiring and equipment hereafter approved in writing by Landlord to be located within the Satellite Dish Area only, and the term “ Antenna System ” shall mean the antenna system and related wiring and equipment hereafter approved in writing by Landlord to be located within the Satellite Dish Area and connected through the Building to the Premises. The Satellite Dish and/or Antenna System (a) may only be used by Tenant and any Permitted Transferee, and (b) shall not cause unacceptable load bearing burdens with respect to the applicable portions of the roof or otherwise impair the coverage of Landlord’s roof warranty. Neither the Satellite Dish nor the Antenna System shall be used for or on behalf of any persons or entities other than Tenant or any Permitted Transferee (i.e., the Satellite Dish and Antenna System shall not be used for any commercial or other for-profit use which is not related to Tenant’s or a Permitted Transferee’s business). Prior to installing the Satellite Dish and/or Antenna System in the Satellite Dish Area, Tenant shall submit to Landlord for its approval plans and specifications which (1) specify in detail the design, location and size of the Satellite Dish or the equipment comprising the Antenna System, as applicable, and (2) are sufficiently detailed to allow for the installation of the Satellite Dish and/or Antenna System and in a good and workmanlike manner and in accordance with all laws applicable thereto. Prior to installing the Satellite Dish or the equipment comprising the Antenna System, as applicable, in the Satellite Dish Area, Tenant must also satisfy the following conditions precedent: (x) Tenant shall have obtained the written approval of Landlord required by the preceding sentence, which approval will not be unreasonably withheld, conditioned or delayed; and (y) Tenant shall have obtained and be maintaining all permits and/or approvals required by applicable laws with respect to the installation, maintenance and operation of the Satellite Dish and/or Antenna System and shall have provided Landlord with sufficient evidence of the existence of such permits and/or approvals. If Tenant satisfies the conditions precedent set forth above, Tenant shall install (in a good and workmanlike manner), maintain and use the Satellite Dish and/or Antenna System in accordance with all laws. Tenant will make no penetration through the roof of the Building without Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. After installing the Satellite Dish and/or Antenna System, Tenant shall maintain all permits necessary for the maintenance and operation thereof and operate and maintain the same in such a manner so as not to unreasonably interfere with any other then-existing satellite, antennae, or other transmission facility on the Building’s roof or in the Building. Landlord may require, in its commercially reasonable discretion, that Tenant, at Tenant’s sole cost and expense, screen the Satellite Dish and/or Antenna System with screening reasonably approved in writing by Landlord, which screening shall compliment the architectural design of the Building and shall be coordinated with Landlord’s architect. Tenant shall, at its risk and expense, remove the Satellite Dish and Antenna System (including all wiring and/or cabling related thereto) and all screening applicable thereto from the Property prior to expiration or termination of this Lease.

1.4 Access

Subject to the terms and conditions of this Lease, Tenant shall have access to the Premises and the Building twenty-four (24) hours a day, seven (7) days a week, and fifty-two (52) weeks a year.

1.5 Right of First Offer

Tenant shall have, during the Term hereof, a continuous right of first offer to lease additional space contiguous to the Premises on the 5 ^th and 6 ^th Floors of the Building (the “ ROFO Space ”). Tenant’s right of first offer shall be subject and subordinate to all leases, options and rights of other third parties in existence as of the date of mutual execution hereof. If at any time during the initial Term, Landlord shall receive a bona fide offer from any third party to lease all or any part of the ROFO Space, which offer Landlord shall desire to accept, or all or any part of the ROFO Space becomes

available for lease, then Landlord shall promptly notify Tenant of the existence of such offer (but Landlord shall not be obligated to disclose the economic or other terms of the third party offer) or the availability of such portion of the ROFO Space for lease. Tenant may, within ten (10) business days thereafter, elect by written notice to Landlord to lease the ROFO Space on the same terms and conditions as those set forth in this Lease, including as to the Tenant Allowance, which shall be prorated based on the remaining term of this Lease at the time the ROFO Space is added to the Premises demised hereby, provided that no free/abated rent periods shall apply. Failure of Tenant to exercise the foregoing right within the prescribed time period above shall constitute a waiver of Tenant’s right as to that offer with respect to the ROFO Space mentioned in Landlord’s notice, and Landlord shall have the right to lease the ROFO Space in Landlord’s sole discretion. If Tenant duly elects to exercise its right of first offer as aforesaid, Landlord shall prepare, and Tenant shall promptly execute, an amendment to this Lease to memorialize such election, provided, however, that failure of Tenant to execute such amendment shall not affect the binding nature of Tenant’s election to exercise the right of first offer as aforesaid. The right described in this paragraph is personal to Tenant and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, and is not assignable separate and apart from this Lease.

1.6 Delay in Delivery

If Landlord fails to deliver 4th and 5 ^th floor (excluding Suite 550) of the Premises by the date that is seven (7) days after the Possession Date specified in the Basic Lease Provisions or fails to complete Landlord’s Work by September 3, 2007, with respect to the 4th floor or by October 1, 2007, with respect to the 5th floor (excluding Suite 550), then, as Tenant’s sole remedies therefor, (a) when Tenant becomes obligated to pay Minimum Monthly Rent hereunder, Tenant shall receive an abatement against such Minimum Monthly Rent of $5,000 per calendar day for each day of delay after the end of the foregoing 7-day period as liquidated damages, and (b) the nine-month rent abatement period specified in Paragraph P of the Basic Lease Provisions shall be extended one (1) day for each day of delay. If Landlord fails to deliver Suite 550 with Landlord’s Work completed by the Possession Date specified in the Basic Lease Provision then, as Tenant’s sole remedies therefor, when Tenant becomes obligated to pay Minimum Monthly Rent hereunder, Tenant’s obligation to pay Minimum Monthly Rent shall abate by an amount equal to one day of Minimum Rent multiplied by a percentage which is the ratio that the RSF of Suite 550 bears to the RSF of the entire Premises for each day of delay (such abatement to be in addition to any abatement accrued or accruing under subsection (a) above). Landlord and Tenant agree that the foregoing sums are their best estimate of the daily damages that Tenant will incur as a result of Landlord’s failure to deliver the Premises. Additionally, if, for any reason other than delays caused by Tenant, Landlord fails to deliver possession of the Premises (excluding Suite 550) to Tenant with all Landlord’s Work substantially completed by December 15, 2007, then Tenant may elect as its sole remedy to terminate this Lease by written notice given to Landlord on or before December 31, 2007. In such case, all deposits and other amounts paid by Tenant to Landlord shall be refunded to Tenant. If Tenant fails to deliver such notice of termination by the foregoing deadline, Tenant’s right to terminate for such failure shall be forever waived.

1.7 Exhibits

The following drawings and special provisions are attached as exhibits and made a part of this Lease:

Exhibit “A” - Legal Description

Exhibit “B” - Space Plan

Exhibit “C” - Workletter

Exhibit “D” - Rules and Regulations

Exhibit “E” - Delivery of Premises

Exhibit “F” - Form of Letter of Credit

Article 2

BUSINESS RIGHTS AND RESTRICTIONS

2.1 Use

The Premises shall be used solely for the Permitted Use set forth in the Basic Lease Provisions and for no other purpose or use whatsoever.

2.2 Restrictions

Tenant shall not, without Landlord’s prior written consent, which consent Landlord may withhold in its sole discretion: (a) conduct any auction or bankruptcy sales; (b) conduct any fire sale; (c) conduct any close-out sale except at the expiration of the Lease Term; (d) sell any so-called “surplus”, “Army and Navy”, or “secondhand” goods, as those terms are generally used at this time and from time to time hereafter; (e) permit anything to be done on the Premises which will in any way obstruct, interfere with or infringe on the rights of other occupants or invitees of the Property; (f) install any automated teller or cash machines ( “ATMs” ), appliances, video games, arcade games, pinball machines, or pay telephones in or about the Premises; or (g) bring or keep on the Premises any item or thing or permit any act thereon which is prohibited by any law, statute, ordinance or governmental regulation now in force or hereinafter enacted or promulgated, or which is prohibited by any Standard form of fire insurance policy.

ARTICLE 3

TERM

3.1 Duration

The Term hereof shall commence on the Lease Commencement Date defined in the Basic Lease Provisions and shall terminate on the Expiration Date defined in the Basic Lease Provisions, unless earlier terminated or extended as set forth elsewhere herein. Tenant agrees to execute a certificate confirming the date of the Lease Commencement Date in the form of the certificate attached hereto as Exhibit “E” , which certificate shall be initialed by Landlord and attached to, and incorporated into, this Lease. Beginning on the Possession Date, Tenant and its agents, contractors, architects, and consultants shall have access to the Premises to fixturize and otherwise ready the Premises for the commencement of Tenant’s business therein, provided that Tenant does not unreasonably interfere with or delay Landlord in the prosecution of Landlord’s Work. Commencing on the date of mutual execution hereof, Tenant and Landlord shall comply with each and every term, covenant, condition and provision of this Lease, excepting only those provisions pertaining to Tenant’s obligation to pay Minimum Monthly Rent, which obligation shall commence on the Rent Commencement Date described in the Basic Lease Provisions. In connection therewith, Tenant acknowledges and agrees that certain obligations under various articles hereof shall commence prior to the Lease Commencement Date (i.e., construction obligations, hold harmless, liability insurance, etc.), and Tenant agrees to be bound by these articles prior to the Lease Commencement Date. Notwithstanding anything herein to the contrary, Tenant’s obligations under this Lease are expressly conditioned upon termination of Tenant’s existing lease with Blume Yale Limited Partnership upon terms and conditions satisfactory to Tenant in its discretion. Promptly upon execution of such termination agreement, Tenant shall provide Landlord proof thereof. If the foregoing condition is not satisfied within fifteen (15) business days following execution of this Lease, either party may terminate this Lease by providing three (3) days written notice. If either Tenant or Landlord elect to terminate this Lease, Tenant will reimburse Landlord for (a) the actual hard and soft costs incurred by Landlord in relocating the existing tenants necessary for Tenant’s occupancy of the Premises, and (b) the actual hard and soft costs incurred by Landlord in performing Landlord’s Work. The aforementioned costs shall not exceed $50,000. Along with all other obligations that survive termination of this Lease, Tenant’s obligations under the immediately preceding sentence and the obligations of Tenant under Article 28 shall expressly survive termination of this Lease.

3.2 Option to Extend

Provided that Tenant is not in default at the time of Tenant’s exercise notice described below, or at the time of commencement of the Extended Term defined below, Tenant shall have the right to extend the term of this Lease for one (1) period of five (5) years (the “ Extended Term ”). Tenant may exercise its extension option by delivering to Landlord written notice of Tenant’s intention to exercise such option (the “ Option Notice ”) not earlier than twelve (12) months and not later than nine (9) months prior to the Expiration Date of the Initial Term. Such Extended Term shall be on all of the terms and conditions contained in this Lease, except (i) Minimum Monthly Rent shall be adjusted as set forth below; and (ii) there shall be no free rent periods, tenant improvement or design allowances or further extension options. The option to extend the Term of this Lease is exercisable only by the original Tenant which is named in the Basic Lease Provisions and an assignee or sublessee pursuant to a Permitted Transfer, and is not assignable or transferable. Once delivered, the Option Notice cannot be cancelled or revoked.

3.3 Extended Term Minimum Monthly Rent

Minimum Monthly Rent during the Extended Term shall be Fair Market Rental Value. The term “ Fair Market Rental Value ” shall be the rental rate that comparable office space for the same term of the Extended Term would command on the open market at the time of commencement of the Extended Term, taking into account all customary Landlord concessions for new, non-renewal tenants, such as tenant improvement allowances, free/abated rent, and brokerage commissions, determined in the manner set forth below. For purposes hereof, the term “comparable Premises” shall mean office space similar in size and location to the Premises, in comparable buildings, with comparable views, and with similar improvements and amenities.

(i) If Landlord and Tenant cannot agree upon the Fair Market Rental Value of the Premises within twenty (20) days after Landlord’s receipt of the Option Notice, then Landlord and Tenant shall agree within ten (10) days thereafter on one real estate appraiser (who shall be a Member of the American Institute of Real Estate Appraisers or equivalent) who will determine the Fair Market Rental Value of the Premises. If Landlord and Tenant cannot mutually agree upon an appraiser within said ten (10) day period, then one M.A.I. qualified appraiser shall be appointed by Tenant and one M.A.I. qualified appraiser shall be appointed by Landlord within ten (10) days of notice by one party to the other of such disagreement. The two appraisers shall determine the Fair Market Rental Value of the Premises within twenty (20) days of their appointment; provided, however, if either party fails to appoint an appraiser within such ten (10) day period, then the determination of the appraiser first appointed shall be used. The appraisers appointed shall proceed to determine Fair Market Rental Value within twenty (20) days following such appointment. If said appraisers should fail to agree, but the difference in their conclusions as to Fair Market Rental Value is ten percent (10%) or less of the lower of the two appraisals, the Fair Market Rental Value shall be deemed the average of the two.

(ii) If the two appraisers should fail to agree on the Fair Market Rental Value, and the difference between the two appraisals exceeds ten percent (10%) of the lower of the two appraisals, then the two appraisers thus appointed shall appoint a third M.A.I. qualified appraiser, and in case of their failure to agree on a third appraiser within ten (10) days after their individual determination of the Fair Market Rental Value, either party may apply to the Presiding Judge of the Superior Court for King County, Washington, requesting said Judge to appoint the third M.A.I. qualified appraiser. The third appraiser so appointed shall promptly determine the Fair Market Rental Value of the Premises and the average of the appraisals of the two closest appraisers shall be used. The fees and expenses of said third appraiser or the one appraiser Landlord and Tenant agree upon, shall be borne equally by Landlord and Tenant. Landlord and Tenant shall pay the fees and expenses of their respective appraiser if the parties fail to agree on a single appraiser. All M.A.I. appraisers appointed or selected pursuant to this subsection shall have at least ten (10) years experience appraising commercial properties in the downtown Seattle central business district.

(iii) The determination of Fair Market Rental Value pursuant to this paragraph shall be final, conclusive and binding upon both parties.

ARTICLE 4

RENT

4.1 Payment

Tenant shall pay to Landlord without prior demand, abatement, deduction, set-off, counter claim or offset, for all periods during the Lease Term, all sums provided in this Paragraph 4.l and all other additional sums as provided in this Lease, at the address set forth in the Basic Lease Provisions, payable in lawful money of the United States of America on the first day of each month. All sums of money required to be paid pursuant to the terms of this Lease are hereby defined as “rent” or “Rent” , including all sums as provided in Paragraphs 4, 5, 6, 7, 8, and 9 and provided elsewhere in this Lease, whether or not the same are designated as such. All Rent other than Minimum Monthly Rent is sometimes referred to herein as “Additional Rent.”

(a) Minimum Monthly Rent

Commencing on the Rent Commencement Date, Tenant shall pay to Landlord Minimum Monthly Rent at the monthly rate with applicable increases as provided in the Basic Lease Provisions.

(b) Late Fee

If Tenant shall fail to pay when due any installment of Minimum Monthly Rent or any other sums due under this Lease, a late charge equal to the greater of (i) $500, or (ii) five percent (5%) of the overdue amount shall be payable by Tenant to reimburse Landlord for costs relating to collecting and accounting for said late payment(s).

4.2 Lease Year

The term “Lease Year” shall mean each period of twelve (12) or less consecutive months which ends on December 31 of each calendar year during the Lease Term or any Extended Term, and the period from the last December 31 during the Lease Term or any Extended Term to and including the last day of the Lease Term or any Extended Term during the next calendar year. The first and last Lease Years may be less than twelve (12) months.

ARTICLE 5

COMMON AREA

5.1 Definition

The “Common Area” is that area outside the Premises and within the Building or on the land that is provided and designated by Landlord from time to time for the general, non-exclusive use of Landlord, Tenant and other tenants of the Building and their authorized representatives, including without limitation, common entrances, lobbies, corridors, stairways and stairwells, elevators, escalators, public restrooms and other public portions of the Building.

5.2 Use

During the Term hereof, Tenant, its subtenants, concessionaires, licensees, invitees, customers, and employees shall have the nonexclusive right to use the Common Area with Landlord, other owners of portions of the Property, other tenants, and their respective subtenants, concessionaires, licensees, invitees, customers, and employees, subject to the provisions of this Lease.

5.3 Maintenance and Operation

“Operating Expenses” shall include, but not be limited to, the costs and expenses of operating, managing, lighting, repairing, replacing (when repairing will be uneconomic), painting, and maintaining the Common Areas and the remainder of the Property in reasonably good and sanitary order, condition, and repair, including without limitation, the costs and expenses of the following: (l) property management fees; (2) cleaning and removing rubbish and dirt, and recycling expenses; (3) labor costs for personnel performing services in connection with the operation,

repair and maintenance of the Common Area or Property and the payroll taxes and fringe and other benefits related thereto; (4) all utility services utilized in connection with the Common Area and Property which are not separately metered to the tenants, including but not limited to heating, ventilation, and air conditioning ( “HVAC” ), if any; as well as electricity, gas, water charges, sewer charges, hook-up fees, and cost of installing, maintaining and repairing the Property’s intrabuilding network cabling, repair and/or installation of any fire protection systems, security alarm systems, lighting systems, electrical systems and any other utility systems; (5) cleaning, maintaining, repairing, replacing, and re-marking paved and unpaved surfaces, curbs, signs, landscaping, lighting and electrical facilities, drainage, elevators, escalators, meters, breakers, security systems, life safety systems, irrigation systems, window, fences and gates, wiring, and repairs, modifications, additions and replacements to the foregoing whether or not necessitated by any present or future law, statute, regulation, or directive of any governmental agency, and other similar items; (6) all premiums on, deductibles, retentions, and claims not covered by, worker’s compensation, casualty, public liability, property damage, loss of rent, fire and extended coverage, and other insurance on the Common Area and Property obtained by Landlord pursuant to Article 9 , or otherwise; (7) rental of or cost of tools, machinery, and equipment used in connection with managing, repairing, cleaning and maintaining the Common Area; (8) the cost of all janitors, gardeners, security personnel and equipment performing services on the Common Area; (9) any regulatory fee or surcharge or similar imposition imposed by governmental requirements based upon or measured by the number of parking spaces, commuter trips, or the areas devoted to parking in the Common Area; (10) the cost of other capital improvements to the Common Area; (11) all costs and expenses incurred in connection with the management, maintenance, repair, operation, and replacement of all landscaping and parking facilities serving the Property; (12) the Property’s portion of the cost of any easements or other agreements maintained for the benefit of the Property or the Property’s tenants and occupants; (13) license, permit, and inspection fees associated with the ongoing operation, maintenance, and repair of the Common Area; (14) the Property’s portion of accounting (i.e., the salary and associated expenses of Property accounting) and legal services directly attributable to the Property, but excluding all such services in connection with negotiations and disputes with specific tenants unless the matter involved affects all tenants of the Property; and (15) a fee to Landlord for administration of the Property.

Notwithstanding the foregoing, Operating Expenses shall not include any expenses incurred with respect to (i) reserved; (ii) the enforcement of leases; (iii) reserved; (iv) financing costs or debt service costs for the Building or any other property of Landlord; (v) reserved; (vi) costs and expenses which are attributable to repairs or replacements to the extent covered by insurance or warranties, or are otherwise paid for by a third party; (vii) reserved; (viii) the cost of any improvement to, or repair or replacement of, the Common Areas, which could be properly capitalized under generally accepted accounting principles; however, there shall be permitted in such costs and expenses, a charge for depreciation calculated on a straight-line basis over the normal useful life of such improvement, repair or replacement; (ix) operating reserves; (x) any repairs or replacements necessitated by Landlord’s negligence or willful acts or the costs and expenses of repairing or replacing any portion of the Common Areas, the original construction of which failed to comply with applicable laws, codes and ordinances; (xi) taxes; (xii) financing expenses; (xiii) brokerage expenses; (xiv) marketing expenses; (xv) work done to prepare space for tenant occupancy; (xvi) rent concessions, construction allowances or other inducements to spur tenant occupancy rates; (xvii) services provided for a particular tenant or occupant of the Building; (xviii) charges (other than Operating Expenses) specifically charged to tenants and other occupants of the Building; (xix) reserved; and (xx) interest, late charges or penalties incurred as a result of Landlord’s failure to pay bills in a timely manner.

5.4 Records

Landlord shall keep accurate records showing in reasonable detail all expenses incurred for such maintenance. These records shall, upon at least thirty (30) days’ request, be made available during business hours at the offices of Landlord for inspection by Tenant. Any such inspection by Tenant shall take place within three (3) years following the date of the annual reconciliation statement

(as defined in Paragraph 5.5 below) setting forth such expenses, or else any disagreements or claims by Tenant in connection therewith shall be deemed forever waived.

5.5 Tenant’s Contribution

From and after the Lease Commencement Date, and during the entire Initial Lease Term and all Extended Terms, Tenant shall pay to Landlord on the first day of each month, Tenant’s Pro Rata Share of the amount by which Operating Expenses for a particular Lease Year exceed Operating Expenses for the Base Year, based on, at Landlord’s election, either: (a) the amount of such expenses actually incurred during the billing period; or (b) equal periodic installments which have been estimated in advance by Landlord for a particular period. Landlord may revise such estimates upward or downward at any time with reasonable prior notice to Tenant. If Landlord elects to bill Tenant based upon estimates, Landlord shall, within one hundred twenty (120) days after the end of the calendar year, or as soon thereafter as possible, forward to Tenant a written statement (the “annual reconciliation statement” ) which adjusts the estimated expenses to reflect the actual expenses incurred for such year. If the annual reconciliation statement shows the actual expenses to have exceeded the estimated expenses, then Tenant’s share of such additional amount shall be paid by Tenant to Landlord within thirty (30) days of receipt of the annual reconciliation statement; if the annual reconciliation statement shows the actual expenses to have been less than the estimated expenses, Landlord shall at its election pay the amount to Tenant or credit Tenant’s share against the sums next due hereunder from Tenant to Landlord (or against any outstanding sums then due). Notwithstanding anything herein to the contrary, Tenant’s liability with respect to controllable Operating Expenses (excluding taxes and insurance) in any given Lease Year shall not increase by more than one hundred five percent (105%) of the amount of such costs for the preceding Lease Year on a cumulative basis. For the purpose of this Section 5.6, “controllable Operating Expenses” shall refer to all Operating Expenses other than Taxes, insurance, utilities, snow removal, non-union labor and any other cost not within the reasonable control of Landlord.

5.6 Operation and Control

Landlord shall have control and non-exclusive possession of the entire Common Area and may from time to time adopt rules and regulations pertaining to the use thereof. Landlord shall, except as otherwise provided herein, operate and maintain the Common Area during the Lease Term. Landlord reserves the right to use the Common Area for such promotions, exhibitions and similar uses as Landlord reasonably deems in the best interests of the Property and its tenants. Landlord may temporarily close parts of the Common Area for such periods of time as may be necessary for (i) temporary use as a work area in connection with the construction of buildings or other improvements within the Property or contiguous property; (ii) repairs or alterations in or to the Common Area to any utility facilities; (iii) preventing the public from obtaining prescriptive rights in or to the Common Area; (iv) emergency or added safety reasons; (v) temporary use of the Common Area for entertainment, performance or shopping events; or (vi) performing such other acts as in Landlord’s reasonable judgment are appropriate for the proper operation or maintenance of the Property. Landlord shall have the sole and exclusive control of the Common Area. Landlord’s rights shall include, but not be limited to, the right to (vii) restrain the use of the Common Area by unauthorized persons; (viii) utilize from time to time any portion of the Common Area for promotional, entertainment and related matters; (ix) place permanent or temporary kiosks, displays, carts and stands in the Common Area and to lease same to tenants; (x) temporarily close any portion of the Common Area for repairs, improvements or alterations, to discourage non-customer use, to prevent dedication or an easement by prescription, or for any other reason deemed sufficient in Landlord’s judgment; and (xi) change the shape and size of the Common Area, add, eliminate or change the location of improvements to the Common Area, including, without limitation, buildings, lighting, parking areas, roadways and curb cuts, and construct buildings on the Common Area. Landlord may determine the nature, size and extent of the Common Area and whether portions of the same shall be surface, underground or multiple-deck; as well as make changes to the Common Area from time to time which in Landlord’s opinion are deemed desirable for the Property. The manner in which the Common Area shall be operated and maintained and the expenditures therefor shall be in Landlord’s sole discretion. Landlord reserves the right to appoint a substitute operator, including

but not limited to, any tenant in the Property, to carry out any or all of Landlord’s rights and duties with respect to the Common Area as provided in this Lease; and Landlord may enter into a contract either by a separate document or in a Lease agreement with such operator on such terms and conditions and for such period as Landlord shall deem proper.

5.7 Obstructions

No fence, wall, structure, division, rail or obstruction shall be placed, kept, permitted or maintained upon the Common Area or any part thereof by Tenant. Tenant shall not conduct any sale, display, advertising, promotion, or storage of merchandise or any business activities of any kind whatsoever in or upon the Common Area without Landlord’s prior written consent. Tenant shall not use the Common Area for solicitations, demonstrations or any other activities that would interfere with the conduct of business in the Property, or which might tend to create civil disorder or commotion.

5.8 Allocation of Expenses ; Gross Up

Those Operating Expenses, Taxes, and insurance costs that Landlord reasonably determines should be allocable to all tenants of the Property shall be considered to be Property Operating Expenses, Taxes, and insurance costs, respectively, and those Operating Expenses, Taxes and insurance costs that Landlord reasonably determines should be allocable only to specific tenants shall be shared among only those tenants. Landlord also reserves the right to create, as appropriate, new categories of Operating Expenses, Taxes, and insurance costs, if certain Operating Expenses, Taxes, and/or insurance costs are reasonably allocable only to Tenant and not to all tenants of the Building. In such case, Tenant’s Pro Rata Share shall be established for such separately-categorized Operating Expenses, Taxes, and/or insurance costs, and Tenant shall be responsible for paying the costs and expenses of installing meters or other devices to determine the actual cost or expense of such separately categorized Operating Expenses, Taxes, or insurance costs on a pro rata basis with those other tenants, if any, that are responsible for paying a portion of such separately-categorized Operating Expenses, Taxes and insurance costs, as applicable. If less than an average of ninety-five percent (95%) of the rentable area of the Property is occupied by tenants during all or any portion of a lease year, Landlord shall make an appropriate adjustment of those Operating Expenses and insurance costs that vary by occupancy, including for purposes of calculating Tenant’s estimated payments of increases thereof, employing sound accounting and property management principles, to determine the amount of Operating Expenses and taxes that would have been expended or incurred had ninety-five percent (95%) of the rentable area of the Property been occupied during the entire year.

ARTICLE 6

TAXES

6.1 Personal Property Taxes

Tenant shall pay before delinquency all license fees, public charges, taxes and assessments on the furniture, fixtures, equipment, inventory and other personal property of or being used by Tenant in the Premises, whether or not owned by Tenant.

6.2 Real Property Taxes

Tenant shall pay to Landlord as Additional Rent, in the manner set forth in Paragraph 5.5 , Tenant’s Pro Rata Share of the amount by which “Taxes” (as defined below) for a particular Lease Year exceed Taxes for the Base Year. As used herein, Taxes shall mean all real property taxes, excises, license and permit fees, utility levies and charges, business improvement districts, transport fees, trip fees, monorail and other light rail fees or assessments, transportation management program fees, school fees, fees assessed by air quality management districts or any governmental agency regulating air pollution or commercial rental taxes, and other governmental charges and assessments, general and special, and installments thereof (including any business and occupation tax imposed on Landlord, the Building or the Property, and any tax imposed on the rents collected therefrom or on the income generated thereby, whether or not substituted in whole or in part for real property taxes, as well as assessments and any license fee imposed by a local governmental body on the collection of rent), which

shall be levied or assessed against all or any portion of the Premises, or imposed on Landlord for any period during the Term of this Lease. Said Taxes attributable to the years that this Lease commences and terminates shall, if necessary, be prorated and apportioned between Landlord and Tenant to coincide with the commencement and expiration of the Lease Term.

6.3 Business Taxes

Tenant shall also pay Tenant’s Pro Rata Share of: (a) all special taxes and assessments or license fees now or hereafter levied, assessed or imposed by law or ordinance, by reason of Tenant’s use of the Premises; (b) all business and occupation tax and any tax, assessment, levy or charge assessed on the Rent paid under this Lease; and (c) metropolitan improvement and other business improvement district fees.

6.4 Substitute and Additional Taxes

If, at any time during the Term, the methods of taxation prevailing on the execution date hereof shall be altered so that in lieu of, or as a supplement to or as a substitute for, the whole or any part of the Taxes now levied, assessed or imposed on the Premises or the Property, there shall be levied, assessed or imposed a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or a tax, assessment, levy (including but not limited to any municipal, state, or federal levy), imposition or charge measured by or based in whole or in part upon the Premises and imposed upon Landlord, or a license fee measured by the rent payable under this Lease or by expenditures made by Tenant on Landlord’s behalf in connection which this Lease, then all such taxes, assessments, levies, impositions, charges of the part thereof so measured or based, shall be deemed to be included within the term “Taxes” as defined in Article 6 hereof, and Tenant shall pay and discharge the same in the manner provided for the payment of Taxes herein, it being the intention of the parties hereto that the rent to be paid hereunder shall be paid to Landlord absolutely net, without deduction of any kind or nature whatsoever.

6.5 Commercial Rent Tax

Tenant shall pay to Landlord, in addition to and together with any and all installments of Minimum Monthly Rent, Additional Rent and other charges payable pursuant to this Lease, the excise, transaction, sales, privilege, or other tax (other than net income and/or estate taxes) now or in the future imposed by the city, county, state or any other government or governmental agency upon Landlord and attributable to or measured by the Minimum Monthly Rent, Operating Expenses, Additional Rent or other charges or prorations payable by Tenant pursuant to this Lease.

ARTICLE 7

UTILITIES AND SERVICES

7.1 Utilities and Services

Provided that Tenant is not in default under this Lease, Landlord will provide the following services:

7.1.1 Maintain normal business hours at the Building, Monday through Friday from 7:00 a.m. to 6:00 p.m.

7.1.2 Furnish utilities to provide for lighting, convenience power, and heat and air conditioning capable of maintaining a temperature in accordance with applicable energy code requirements. Landlord shall cause the Premises to be supplied with electricity for standard power usage. As used herein, “standard power usage” means use of electricity for building standard lighting and office standard machines used in quantities and for amounts of time typically used by tenants in the building for ordinary office use and in no event exceeding 3.5 watts per RSF of the Premises. As use herein, “office standard machines” means typewriters, dictaphones, desk top calculators, desk top computer terminals and other analogous office equipment with equal or lesser power requirements, all operating on 110 volt circuits. High power usage equipment includes without limitation, data processing

machines, punch card machines, computers, and machines that operate on 220-volt circuits. Tenant shall not install or operate high power usage equipment on the Premises without Landlord’s prior written consent, which may be refused unless Tenant confirms in writing its obligation to pay the additional charges necessitated by such equipment. Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (i) through inclusion in Operating Expenses (except as otherwise provided herein for excess usage); (ii) by a separate charge payable by Tenant to Landlord within 30 days after billing by Landlord; or (iii) by separate charge billed by the applicable utility company or reseller and payable directly by Tenant. Electrical service to the Premises may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components or separate charges for such services, such as generation, distribution and stranded cost charges. Landlord shall have the exclusive right to select any company providing electrical service to the Premises, to aggregate the electrical service for the Property, any Buildings and the Premises with other Buildings, to purchase electricity through a broker and/or buyers group and to change the providers and manner of purchasing electricity. Whenever heat generating machines or equipment or lighting other than building standard lights in excess of Tenant’s requirements described herein are used in the Premises by Tenant which affect the temperature otherwise maintained by the air cooling system, Landlord shall have the right to install supplementary air cooling units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant upon billing. Landlord may impose a reasonable charge for utilities and services, including without limitation, air cooling, electric current and water, required to be provided the Premises by reason of, (a) any substantial recurrent use of the Premises at any time other than the hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 p.m. Saturday (b) any use beyond what Landlord agrees to furnish as described above, (c) electricity used by equipment designated by Landlord as high power usage equipment, or (d) the installation, maintenance, repair, replacement or operation of supplementary air cooling equipment, additional electrical systems or other equipment required by reason of special electrical, heating, cooling or ventilating requirements of equipment used by Tenant at the Premises. In no event shall Tenant install portable low voltage A/C units anywhere within the Premises.

7.1.3 Provide non-attended passenger elevator facilities during all working days (Saturday, Sunday and holidays one elevator subject to call).

7.1.4 Landlord shall provide janitorial services to the Premises during normal business hours. Such services shall be similar to that furnished in comparable general office space in the vicinity of the Building. Any and all additional janitorial service desired by Tenant shall be contracted for by Tenant directly with Landlord’s janitorial agent.

7.1.5 Provide water for drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord.

7.1.6 Maintain the Property and Common Area in reasonably good condition and in compliance with all governmental codes, rules and regulations.

7.1.7 Replace burned out fluorescent tubes in light fixtures that are standard for the Building. Burned out bulbs, tubes or other light sources in fixtures that are not standard for the Building will be replaced by Landlord, but at Tenant’s expense.

7.2 Payment

Costs for all services rendered under this paragraph shall be included in Operating Expenses unless specifically excluded above or in Article 5 of this Lease.

7.3 Interruptions

It is understood that Landlord does not warrant that any of the services referred to above will be free from interruption by virtue of a strike or a labor trouble or any other cause beyond Landlord’s reasonable control. Such interruption of service shall never be deemed an eviction or disturbance of Tenant’s use or possession of the Premises, or any part thereof, nor shall it render Landlord liable to Tenant for damages, by abatement or reduction of rent or otherwise, nor shall it relieve Tenant from performance of Tenant’s obligations under this Lease, nor shall Tenant be relieved from the performance of any covenant or agreement in this Lease because of such failure or interruption; provided that Tenant’s responsibility for Minimum Monthly Rent shall abate beginning on the second (2nd) day after the interruption caused by the gross negligence or intentional misconduct of Landlord or its agents or employees which renders all or a portion of its Premises untenantable (in proportion to the amount of Tenant’s space rendered untenantable), and continuing until the interrupted service or utility no longer renders a significant portion of the Premises untenantable. Landlord reserves the right to stop service of the elevator, plumbing, HVAC and electrical systems, when necessary, by reason of accident or emergency, or for repairs, alterations or improvements, which are in the reasonable judgment of Landlord desirable or necessary, until said repairs, alterations or improvements shall have been completed; provided, Landlord shall use its good faith efforts to try to minimize interruption to Tenant’s business operations.

ARTICLE 8

REPAIRS AND ALTERATIONS

8.1 Landlord’s Repairs

Landlord shall keep in good condition and repair the structure, foundation, bearing walls, roof system, HVAC and mechanical systems and components, plumbing, electrical, and utility lines serving the Building, the costs of which shall be included in Operating Expenses pursuant to Paragraph 5.4 , and paid by Tenant in accordance with Paragraph 5.5 , but which shall be paid solely by Tenant in the event that the repair or replacement relates solely to the Premises or is necessitated by Tenant’s actions, or if not, which shall be pro rated and paid by Tenant in accordance with Paragraph 5.5 ), provided further that Landlord shall not be required to make any such repairs or replacements occasioned by the act or negligence of Tenant, its agents, employees, invitees, licensees, representatives or contractors. Nothing contained in this Paragraph 8.1 shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs provided elsewhere in this Lease.

8.2 Tenant’s Repairs

Except as expressly provided in Paragraph 8.1 , Tenant shall, at its sole cost, keep in first-class appearance, in a condition at least equal to that which existed when Tenant initially began operating at the Premises (casualty and ordinary wear and tear excepted), and in good order, condition, cleanliness and repair, the interior of the Premises and every part thereof, including without limitation, the interior surfaces of the walls and ceilings (including all interior painting thereof), all doors, door frames, door checks, interior relites and other glass, trade fixtures, floor coverings (including periodic shampooing of all carpets), maintenance, repair and lightbulb replacement for all non-Building standard lighting fixtures, and any mechanical systems or equipment installed for the sole use by Tenant. All equipment, facilities or fixtures shall, at Tenant’s sole expense, be kept, repaired, maintained, replaced or added to by Tenant at all times in accordance with all governmental requirements. In the event that Tenant fails to comply with the obligations set forth in this Paragraph 8.2 , Landlord may, but shall not be obligated to, perform any such obligation on behalf of, and for the account of Tenant, and Tenant shall reimburse Landlord for all costs and expenses paid or incurred on behalf of Tenant in connection with performing the obligations set forth herein. Tenant expressly waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

8.3 Alterations

(a) Tenant’s Alterations

Tenant shall not make any alterations, decorations, changes, installations or improvements (collectively, “Tenant Changes” ) in, to, or about the interior or exterior of the Premises without obtaining the prior written consent of Landlord not to be unreasonably withheld, conditioned, or delayed. Tenant’s request for Landlord’s consent to perform any Tenant Changes which may affect the HVAC system or cause penetration through the roof of the Building, must be accompanied by plans and specifications (to be prepared by Tenant at Tenant’s sole cost) for the proposed Tenant Change in detail reasonably satisfactory to Landlord, together with notice of the identity of the licensed contractor which Tenant has or will engage to perform such work, plus a review fee not to exceed $300.00. Landlord shall grant or withhold its approval of such plans and specifications within fifteen (15) business days after Tenant makes request therefor in the manner provided herein; provided, however, if Landlord needs to consult with an outside consultant or expert with respect thereto, Landlord’s consent shall be granted or denied not later than ten (10) business days after the expiration of such 15-day period. All such work shall be accomplished at Tenant’s sole risk and expense, and Tenant shall indemnify, defend and hold harmless Landlord from and against any and all loss, cost, liability and expense (including consequential damages) relating to or arising from the Tenant Changes. All Tenant Changes shall become a part of the realty upon installation thereof.

(b) Approval Not Required

Notwithstanding Paragraph 8.3(a) , with respect to carpeting and painting of the interior portions of the Premises and other Tenant Changes which (i) are non-structural in nature (i.e., do not involve changes to or penetrations of any portion of the Building or the Property); (ii) do not involve changes to the building’s systems, including without limitation, the roof, electrical, plumbing, and HVAC systems (the Tenant Changes described in clauses (i) and (ii) hereof are collectively called “Non-Structural Changes” ); and (iii) in the aggregate would not cost in excess of $30,000 when added together with the cost of all other Non-Structural Changes made by or for Tenant during the prior 12 month period, Tenant need not obtain Landlord’s prior written consent, but must notify Landlord in writing within ten (10) days prior to the commencement of such Non-Structural Changes. Landlord may elect upon expiration or termination of this Lease to require Tenant, at Tenant’s sole cost, to remove all Tenant Changes installed by Tenant pursuant to this paragraph and to restore the Premises to substantially their condition prior to the installation thereof. Upon approval of any Tenant Changes, Tenant may request Landlord to specify which of said Tenant Changes shall be removed from the Premises upon expiration of the Lease Term. In no event shall the initial Tenant’s Work be required to be removed upon expiration of the Lease Term.

8.4 General Conditions

Tenant shall at all times comply with the following requirements when performing any work pursuant to Paragraphs 8.2 or 8.3 :

(a) Contractors

Tenant shall use the contractors and mechanics then appearing on Landlord’s approved list or those approved by Landlord if the Tenant Changes involve changes to the Building’s systems and/or structural elements. With respect to Non-Structural Changes, Tenant shall use such contractors and mechanics which Landlord approves of in writing prior to their use, which approval shall not be unreasonably withheld. All contractors used by Tenant shall be licensed contractors who are experienced in the type of work to be performed, and shall provide to Landlord certificates of liability insurance evidencing coverage in force from insurance and with liability limits reasonably acceptable to Landlord, and naming Tenant, Landlord and the Property Manager as additional insureds.

(b) Compliance With Laws

All Tenant Changes shall at all times comply with all laws, rules, orders and regulations of governmental authorities having jurisdiction thereof and all insurance requirements of this Lease, shall comply with the rules and regulations for the Property now or hereafter in existence, and shall comply with the plans and specifications approved by Landlord.

All Tenant Changes shall be made and completed at Tenant’s sole cost and expense, and the Property and the Premises shall be kept lien-free at all times by Tenant.

8.5 Americans with Disabilities Act Compliance

Landlord and Tenant acknowledge that, in accordance with the provisions of the Americans with Disabilities Act of 1990, together with its implementing regulations and guidelines (collectively, the “ADA” ), responsibility for compliance with the terms and conditions of Title III of the ADA may be allocated as between the parties. Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant agree that the responsibility for compliance with the ADA (including, without limitation, the removal of architectural and communications barriers and the provision of auxiliary aids and services to the extent required) shall be allocated as follows: (i) Tenant shall be responsible for compliance with the provisions of Title III of the ADA for any construction, renovations, alterations and repairs made within the Premises if such construction, renovations, alterations and repairs are made by Tenant at its expense without the assistance of the Landlord; (ii) Landlord shall be responsible for compliance with the provisions of Title III of the ADA for all construction, renovations, alterations and repairs Landlord makes within the Premises, whether at Landlord’s or Tenant’s expense; and (iii) Landlord shall be responsible for compliance with the provisions of Title III of the ADA for all Landlord’s Work (if any) and for exterior and interior areas of the Building not included within the Premises. Landlord and Tenant each agree that the allocation of responsibility for ADA compliance shall not require either party to supervise, monitor or otherwise review the compliance activities of the other party with respect to its assumed responsibilities for ADA compliance as set forth in this paragraph.

ARTICLE 9

INSURANCE

9.1 Use Rate

Tenant shall not carry any stock of goods or do anything in or about the Premises which will cause an increase in insurance rates on the building in which the Premises are located. In no event shall Tenant perform any activities which would invalidate any insurance coverage on the Property or the Premises. Tenant shall pay on demand any increase in premiums that may be charged as a result of Tenant’s use or activities or vacating or otherwise failing to occupy the Premises, but this provision shall not be deemed to limit in any respect Tenant’s obligations under Article 14 . In no event shall the limits of insurance required to be maintained by Tenant pursuant to this Lease be deemed to limit the liability of Tenant hereunder.

9.2 Liability Insurance

Tenant shall, during the Lease Term, at its sole expense, maintain in full force a policy or policies of Commercial general liability (CGL) insurance including contractual, on an occurrence basis, with coverage at least as broad as the most commonly available ISO Commercial General Liability policy CG 00 01, at least Two Million Dollars ($2,000,000) per occurrence limit, Two Million Dollars ($2,000,000) general aggregate limit, including any necessary and appropriate extensions to comply with the additional requirements of this Lease. Tenant shall also maintain Commercial Automobile coverage, One Million Dollars ($1,000,000) combined single limit/per accident, covering injury (or death) and property damage arising out of the ownership, maintenance, or use of any private passenger or commercial vehicles and of any other equipment required to be licensed for road use. Such limits may be achieved through the use of umbrella liability insurance otherwise meeting the requirements of this paragraph. Such insurance shall also cover independent contractors liability, products and completed operations liability, and personal injury liability.

9.3 Worker’s Compensation Insurance

Tenant shall at all times maintain worker’s compensation insurance in compliance with federal, state and local law including Employer’s Liability

coverage (contingent liability/stop gap) in the amount of $1,000,000 each accident; $1,000,000 bodily injury by disease policy limit; and $1,000,000 bodily injury each employee.

9.4 Property Insurance/Business Income

(a) Landlord’s Insurance

Landlord shall pay for and shall maintain in full force and effect during the Term of this Lease property insurance with respect to the Property as it may require and as may be required by its lender, which coverage may include at Landlord’s option special extended coverage, earthquake and sprinkler leakage coverage, boiler and machinery, difference in conditions, business income and extra expense, building ordinance, terrorism, and excess rental value endorsements, along with rent loss insurance. Tenant shall pay Tenant’s Pro Rata Share for the costs incurred by Landlord for such insurance in excess of the costs thereof for the Base Year in accordance with the payment provisions set forth in Paragraph 5.5 above.

(b) Tenant’s Insurance

Tenant shall pay for and shall maintain in full force and effect during the Term of this Lease property insurance covering its leasehold improvements to the Premises, furniture, fixtures, equipment, inventory and other personal property located on the Premises in an amount of not less than one hundred percent (100%) insurable replacement value with no coinsurance penalty, “Special Form—Causes of Loss,” with Flood Insurance and earthquake (but only if required by Landlord’s lender), with an Ordinance of Law endorsement, and with replacement cost coverage to protect against loss of owned or rented equipment and tools brought onto or used at the Property by Tenant.

9.5 Waiver of Subrogation

Except for the waiving party’s deductible amount, each party hereby waives, and each party shall cause their respective property insurance policy or policies to include a waiver of such carrier’s, entire right of recovery (i.e., subrogation) against the other party, and the officers, directors, agents, representatives, employees, successors and assigns of the other party, for all claims which are covered or would be covered by the property insurance required to be carried hereunder or which is actually carried by the waiving party.

9.6 General Requirements

All policies of insurance required to be carried hereunder by Tenant shall be evidenced by an appropriate evidence of insurance (ACORD Form 28), which evidences must contain the following additional clause:

“It is agreed that this insurance will not be canceled, not renewed, or the limits of coverage in any way reduced without at least thirty (30) days’ advance written notice [ten (10) days for nonpayment of premiums] sent by certified mail, return receipt requested, to ____________________ [Insert Landlord’s name and address]”

(a) Licensed in State

Be written by companies reasonably satisfactory to Landlord and licensed to do business in the state of in which the Premises are situated. All policies of insurance required to be maintained by Tenant shall be issued by insurance companies with an A.M. Best’s financial strength rating of “A-” or better and an A.M. Best’s Financial Size Category of Class “IX” or higher, and shall not contain a deductible greater than $5,000 or any self-insured retention unless expressly approved in writing by Landlord.

(b) Primary

Contain a clause that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord, and that any coverage carried by Landlord shall be excess insurance. All insurance coverage must be on an “occurrence basis” ; “claims made” forms of insurance are not acceptable, and shall contain a severability of interests indorsement.

Liability policies shall name Landlord, Landlord’s property manager, and such other parties reasonably selected by Landlord as additional insureds utilizing ISO Endorsement CG 20-11-01-96 or its equivalent (“certificate holder” status is not acceptable). Landlord shall be listed as a “loss payee” on property policies as its interests may appear.

(d) Notice of Cancellation

Not be subject to cancellation or reduction in coverage except upon at least thirty (30) days prior written notice to each additional insured. The policies of insurance containing the terms specified herein, or duly executed certificates evidencing them, together with satisfactory evidence of the payment of premiums thereon, shall be deposited with Landlord prior to the Possession Date and thereafter not less than thirty (30) days prior to the expiration of the original or any renewal term of such coverage. If Tenant fails to comply with the insurance requirements set forth in this Lease, Landlord shall have the right, but not the obligation, at any time and from time to time, without notice, to procure such insurance and/or pay the premium for such insurance, in which event Tenant shall repay Landlord, immediately upon demand by Landlord, as Additional Rent, all sums so paid by Landlord together with interest thereon and any costs or expenses incurred by Landlord in connection therewith, without prejudice to any other rights and remedies of the Landlord under this Lease.

9.7 Blanket Insurance

Each party shall be entitled to fulfill its insurance obligations hereunder by maintaining a so-called “blanket” policy or policies of insurance. Such policy shall contain an endorsement that names the other party as an additional insured, references the Premises, and guarantees a minimum limit of coverage available for the obligations under this Lease at least equal to the insurance amounts required hereunder. Tenant’s right to fulfill its insurance obligations hereunder through a “blanket” policy shall be subject to approval of such policy by Landlord and Landlord’s lender(s).

ARTICLE 10

DAMAGE AND RESTORATION

10.1 Damage and Destruction of the Premises

If the Premises are at any time destroyed or damaged by a casualty insured against by Landlord pursuant to Article 9 hereof or otherwise insured against by Landlord, and if as a result of such occurrence:

(a) the Premises are rendered untenantable only in part, this Lease shall continue in full force and effect and, provided Tenant shall have been operating in the Premises for the Permitted Use set forth in the Basic Lease Provisions at the time of the casualty and shall covenant in writing to Landlord that Tenant shall reopen the Premises for such permitted use and will comply with the provisions of Paragraph 10.3 below upon completion of Landlord’s reconstruction, rebuilding or repair of the Premises, Landlord shall, subject to the provisions of Paragraph 10.4 below, commence diligently to reconstruct, rebuild or repair the Premises to the extent only of Landlord’s Work set forth in Exhibit “C” (Landlord shall have no obligation to construct any of Tenant’s Work). In such event, Minimum Monthly Rent shall abate proportionately to the portion of the Premises rendered untenantable from the date of the destruction or damage until the entire Premises have been restored by Landlord to the extent of Landlord’s Work as set forth on Exhibit “C ” hereto;

(b) the Premises are rendered totally untenantable, provided Tenant shall have been operating in the Premises for the Permitted Use set forth in the Basic Lease Provisions at the time of the casualty and shall covenant in writing to Landlord that Tenant shall reopen the Premises for such use and will comply with the provisions of Paragraph 10.3 below upon completion of Landlord’s reconstruction,

rebuilding or repair of the Premises, Landlord shall, subject to Paragraph 10.4 hereof, commence diligently to reconstruct, rebuild or repair the Premises to the extent only of Landlord’s Work as set forth on Exhibit “C” (Landlord shall have no obligation to perform any of Tenant’s Work). In such event, Minimum Monthly Rent shall abate entirely from the date of the destruction or damage until the Premises have been restored by Landlord to the extent of Landlord’s Work as set forth on Exhibit “C” hereto.

(c) If the Premises or the Building is damaged or destroyed by fire or any casualty which, in Landlord’s commercially reasonable opinion, cannot, despite diligent, good faith efforts be repaired or restored within one hundred twenty (120) days following the date on which such repair or restoration work substantially commences, then Tenant may elect to terminate the Lease effective as of the date of such damage or destruction. Within sixty (60) days after the date of such damage, the Landlord shall reasonably determine how long the repair and restoration will take. After that determination has been made, Tenant shall have a period of ten (10) days to terminate the Lease by giving written notice to Landlord.

10.2 Damage or Destruction of Property

(a) If 25% or more of the Leasable Area of the Property is at any time destroyed or damaged (including, without limitation, by smoke or water damage) as a result of fire, the elements, accident, or other casualty, whether or not the Premises are affected by such occurrence, Landlord may, at its option, to be exercised by written notice to Tenant within ninety (90) days following any such occurrence, elect to terminate this Lease so long as Landlord terminates the leases of all other similarly situated tenants. In the case of such election, the Term and tenancy created hereby shall expire on the thirtieth (30th) day after such notice is given, without liability or penalty payable or any other recourse by one party to or against the other; and Tenant shall, within such 30-day period, vacate the Premises and surrender them to Landlord. All rent shall be due and payable without reduction or abatement subsequent to the destruction or damage and until the date of termination, unless portions of the Premises shall have been destroyed or damaged, in which event the terms of Paragraph 10.1(a) or (b) , as applicable, of this Lease shall apply to determine the extent of any abatement of Minimum Monthly Rent to which Tenant may be entitled as a result thereof.

(b) If Landlord does not elect to terminate this Lease in accordance with the terms of Paragraph 10.2(a) , Landlord shall, following such destruction or damage, commence diligently to reconstruct, rebuild, or repair, if necessary, that part of the Property which is necessary, in Landlord’s sole judgment, to create an economically viable unit. However, Landlord shall reconstruct, rebuild, or repair the Premises and the Property to the extent only of proceeds received by Landlord from its insurers and as permitted by Landlord’s mortgagees or other lenders. Further, if Landlord elects to repair, reconstruct, or rebuild the Property, or any part thereof, Landlord may use plans, specifications, and working drawings other than those used in the original construction of the Property.

10.3 Tenant’s Work

[Reserved].

10.4 Limitation of Obligations

Notwithstanding anything set forth to the contrary herein, in the event the Premises or Property are damaged as a result of any cause in respect of which there are no insurance proceeds available to Landlord, or the proceeds of insurance are insufficient in Landlord’s commercially reasonable judgment to pay for the costs of repair or reconstruction, or any mortgagee or other person entitled to the proceeds of insurance does not consent to the payment to Landlord of such proceeds to fully restore the Premises or Property, or if the Premises or Property cannot be fully restored to its prior condition under land use, zoning, and building codes in force at the time a permit is sought for repair or reconstruction, then Landlord may, without obligation or liability to Tenant, terminate this Lease on thirty (30) days’ written notice to Tenant (so long as Landlord terminates the leases of all other

similarly situated tenants) and all rent shall be adjusted as of the effective date of such termination, and Tenant shall vacate and surrender the Premises on the date set forth in Landlord’s termination notice.

10.5 Damage or Destruction at End of Term

Notwithstanding anything to the contrary contained herein, Landlord shall not have any obligation to repair, reconstruct, or restore the Premises or Property when the damage or destruction occurs during the last eighteen (18) months of the Term of this Lease; provided, however, that Tenant may nullify Landlord’s election by exercising any remaining extension options.

10.6 Waiver

Tenant hereby waives any statutory and common law rights of termination which may arise by reason of any partial or total destruction of the Premises which Landlord is obligated to restore or may restore under any of the provisions of this Lease.

ARTICLE 11

SECURITY DEPOSIT; LETTER OF CREDIT

11.1 Security Deposit

Tenant has deposited with Landlord the Security Deposit set forth in the Basic Lease Provisions above, to be held by Landlord during the Term as set forth below. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant’s covenants and obligations hereunder, it being expressly understood that the Security Deposit shall not be considered as a measure of Tenant’s damages in case of default by Tenant. Landlord may, in its sole discretion, from time to time without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any default under this Lease or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned to Tenant within a reasonable period after such termination, after deducting therefrom any unpaid obligation of Tenant to Landlord as may arise under this Lease, including, without limitation, the obligation of Tenant to restore the Premises upon termination of this Lease. If Landlord transfers its interest in the Premises during the Term of this Lease, Landlord may assign the Security Deposit to the transferee provided that such transferee accepts, in writing, to be bound by the terms of this Lease as the landlord hereunder.

Provided Tenant is not then in uncured default, the required amount of the Security Deposit shall be reduced to the following amounts on the following dates:

Date	Amount Of Security Deposit
Mutual Execution	$	538,069.80 (the “ Original Deposit ”)
Beginning of Lease Month 13	$	403,552.35
Beginning of Lease Month 25	$	269,034.90
Beginning of Lease Month 37	$	134,517.45
Beginning of Lease Month 49	$	89,678.30

11.2 Letter of Credit

(a) General

In lieu of providing the cash Security Deposit set forth in Paragraph 11.1 above, Tenant shall have a one-time right to elect to provide an original irrevocable letter of credit (the “ Letter of Credit ”) naming Landlord as beneficiary, from Charter Bank or such other financial institution reasonably satisfactory to Landlord (the “ Issuer ”) but in any event which has an investment grade rating from Standard and Poors or Moody’s, and either (i) has a letter of credit counter located in King County, Washington, upon which draws can be made in person, or (ii) has a local correspondent based in King County, Washington, upon which draws can be made in person without delay. Each Letter of Credit shall be in substantially the form of Exhibit “F“ hereto. Each Letter of Credit shall be for a term of not less than one (1) year and shall be irrevocable during that term. Each Letter of Credit shall provide that it will be honored at sight upon a signed statement by Landlord or its agent that Landlord is entitled to draw upon the Letter of Credit, and shall require no signature or statement from any party other than Landlord or such agent. Without limiting the generality of the foregoing, no notice to Tenant shall be required to enable Landlord to draw upon the Letter of Credit, and the Letter of Credit will be honored by the Issuer without inquiry as to the accuracy thereof and regardless of whether Tenant disputes the content of such statement. Each Letter of Credit shall also provide that, following the honor of any drafts in an amount less than the aggregate amount of the Letter of Credit, the Issuer shall return the original Letter of Credit to Landlord and Landlord’s rights as to the remaining amount of the Letter of Credit will not be extinguished.

(b) Issuer Insolvency

If the Issuer shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act, make an assignment for the benefit of its creditors consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the Federal bank-ruptcy laws or any other applicable law or statute of the United States of America or any state thereof (each of the foregoing, an “ Issuer Insolvency ”), Landlord shall have the right to draw upon the Letter of Credit and hold the proceeds thereof as a Security Deposit.

If Tenant desires to provide a Letter of Credit in lieu of the cash Security Deposit described in Paragraph 11.1 above, it must provide same to Landlord by the mutual execution hereof. Letters of Credit covering subsequent periods shall be obtained and delivered to Landlord not less than thirty (30) days prior to the expiration of the then existing Letter of Credit (“ Letter of Credit Date ”). The term for each such Letter of Credit shall begin no later than the expiration date of the previously-effective Letter of Credit and shall comply with all requirements of this Lease.

(d) Amounts for Letters of Credit

Provided Tenant is not then in uncured default, the Letter of Credit shall be subject to reduction at the same times and to the same amounts as provided for the reduction of the Security Deposit in Paragraph 11.1 above.

(e) Uses of Letter of Credit

Landlord shall have the right to draw upon a Letter of Credit up to its full amount whenever (w) an uncured default under this Lease has oc-curred, or (x) an event or circumstance has occurred which with notice or passage of time, or both, would constitute a default under the Lease, notwithstanding that transmittal of any such notice may be barred by applicable law; or (y) a

satisfactory new Letter of Credit has not been delivered to Landlord prior to the applicable Letter of Credit Date; or (z) in the event of an Issuer Insolvency. Landlord may draw upon the full amount of the then existing Letter of Credit without giving any further notice or time to cure to Tenant. No such draw shall (i) cure or constitute a waiver of a default, (ii) be deemed to fix or determine the amounts to which Landlord is entitled to recover under this Lease or otherwise (including without limitation in the event of the bankruptcy or insolvency of Tenant), or (iii) be deemed to limit or waive Landlord’s right to pursue any rights or remedies provided for in this Lease. If all or any portion of a Letter of Credit is drawn against by Landlord and all or any portion of the proceeds are applied to cure a Tenant default, Tenant shall, within two (2) business days after demand by Landlord, cause the Issuer to issue Landlord, at Tenant’s expense, a replacement or supplementary Letter of Credit in substantially the form attached hereto as Exhibit “F” such that at all times during the Term, Landlord shall have the ability to draw on one or more Letters of Credit totaling, in the aggregate, the amount required pursuant to this Lease.

(f) Transfer of Letter of Credit

In the event of a transfer of Landlord’s interest in the Premises or Building, Landlord and its transferees shall have the right, and the Letter of Credit shall expressly so provide, without any requirement of consent of Tenant or the Issuer, to transfer the Letter of Credit to its transferee (and its transferee(s) may successively so transfer the Letter of Credit) and thereupon shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the Letter of Credit to a new Landlord. In the event of any such transfer, Tenant shall pay any costs and fees charged or imposed by the Issuer. It is the intention of the parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to the terms and provisions of this Article. Furthermore, Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity (by way of example only and not limitation, an assignment for security purposes or otherwise to any lender of Landlord), regardless of whether or not such assignment is separate from or as a part of the assignment by Landlord of its rights and interests in and to this Lease.

(g) Miscellaneous

Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit under the circumstances described hereinabove. Tenant further acknowledges and agrees that if Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Landlord herein, Landlord shall suffer irreparable damage, harm and injury. From time to time during the Term of this Lease it is anticipated by the parties that the Letter of Credit will need to be amended, modified and, possibly reissued. Landlord and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments, modifications and new issuances, including without limitation, executing and submitting to the Issuer any and all documents or instruments as may be reasonably required to effectuate same. Each and every time during the Term of this Lease there is a change in the identity or address of the parties, including without limitation, any change in the identity of Landlord due to the sale, transfer or other conveyance by Landlord of its rights and interests in, to and under this Lease to any other party, person or entity, the Letter of Credit shall immediately be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate same.

ARTICLE 12

EMINENT DOMAIN

12.1 Definition

If there is any taking or condemnation of or transfer in lieu thereof for a public or quasi-public use of all or any part of the Property or the Premises or any interest therein because of the exercise or settlement due to threatened exercise of the power of eminent domain or inverse

condemnation, whether by condemnation proceedings or otherwise (all of the foregoing being hereinafter referred to as “taking”) before or during the Term hereof, the rights and obligations of the parties with respect to such taking shall be as provided in this Article 12 .

12.2 Total Taking

If there is a taking of all of the Premises, this Lease shall terminate as of the date of such taking. All Minimum Monthly Rent and other amounts due under this Lease shall be paid by Tenant to the da

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