OFFICE LEASE

Exhibit 10.5

OFFICE LEASE

by and between

TCAM CORE PROPERTY FUND OPERATING LP

a Delaware limited partnership

as Landlord

and

Lionbridge US, Inc.,

a Delaware Corporation

as Tenant

Dated March 14, 2007

TABLE OF CONTENTS

 

EXHIBIT A: Description of Project (Plat Map of Project)

EXHIBIT B: Description of Premises (Plat Map of Location of Premises)

EXHIBIT C: Tenant Improvements to the Premises (Landlord Work)

EXHIBIT D: Rentable Area (Rentable Square Footage)

EXHIBIT E: Commencement Letter

OFFICE LEASE

This Office Lease (“Lease”) is entered into effective as of March 14, 2007, between TCAM CORE PROPERTY FUND OPERATING LP, a Delaware limited partnership (“Landlord”), and LIONBRIDGE US, INC., a Delaware corporation (“Tenant”), who agree as follows:

1. Agreement to Let . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the terms, provisions, and conditions contained in this Lease, (i) those certain premises described in the Principal Lease Provisions, below (the “Premises”), consisting of a portion of that certain building described in the Principal Lease Provisions, below (the “Building”), which is in turn a part of the Project (as described in the Principal Lease Provisions, below), along with (ii) the non-exclusive license to use, in common with Landlord, Landlord’s invitees and licensees, and the other tenants and users of space within the Project, those portions of the Project intended for use by, or benefiting, tenants of the Project in common including, without limitation, the landscaped areas, passageways, walkways, hallways, elevators, parking areas, and driveways of the Building and the Project, but excluding all interior areas of the other buildings in the Project other than the Premises (collectively, the “Common Areas”). This Lease confers no rights, however, to the roof, exterior walls, or utility raceways of the Building nor rights to any other building in the Project, nor with regard to either the subsurface of the land below the ground level of the Project or with regard to the air space above the ceiling of the Premises; provided, however, that Tenant shall have the limited right to access systems and equipment exclusively serving the Premises (for which Tenant has maintenance and repair responsibilities pursuant to Paragraph 10.1 below) that may be located on the roof, in exterior or demising walls, in utility raceways, in the airspaces above the ceiling of the Premises, or in any other portion of the Building or the Common Areas for the sole purpose of maintaining, repairing, and replacing such systems and equipment.

2. Principal Lease Provisions . The following are the “Principal Lease Provisions” of this Lease. Other portions of this Lease explain and describe these Principal Lease Provisions in more detail and should be read in conjunction with this Paragraph 2. In the event of any conflict between the Principal Lease Provisions and the other portions of this Lease, the Principal Lease Provisions will control. (Terms shown in quotations are defined terms used elsewhere in this Lease)

2.1. “ Project ”: That certain multi-building (currently consisting of four buildings, including the Building, the common addresses of which are 2425 55th Street, 2577 55th Street, 2511 55th Street, and 2555 55th Street, Boulder, Colorado), office project sometimes referred to as Flatiron Park West, located in Boulder, Colorado, as more particularly described on attached Exhibit “A.”

2.2. “ Building ”: That certain two (2) story building, whose mailing address is 2425 55th Street, Boulder, Colorado 80301.

2.3. “ Premises ”: Suites 210, 220 and a portion of Suite 230 consisting of a portion of the Second (2nd) floor of the Building, as more particularly described on attached Exhibit “B.”

2.4. Rentable Area of the Premises : Approximately 15,322 Rentable Square Feet of space. The term “Rentable Square Footage,” shall have the meaning set forth in Exhibit “D.”

2.5. “ Initial Lease Term ”: Sixty-Six (66) months plus any additional days required for the Initial Expiration Date to occur on the last day of a month as set forth in Paragraph 2.5.2 below, beginning as of the Lease Commencement Date and ending as of the Initial Expiration Date.

2.5.1. “ Lease Commencement Date ”: May 1, 2007.

2.5.2. “ Initial Expiration Date ”: That date which is Sixty-Six (66) months (plus however many days are left in the final calendar month of the Term) after the Rent Commencement Date, including any adjustment under Paragraph 2.7 below; the Initial Expiration Date is estimated to be October 31, 2012; (the Initial Expiration Date stated herein, even if the Rent Commencement Date is adjusted pursuant to Paragraph 2.7 below, must in all events be the last day of a calendar month).

2.5.3. Extension Term(s) : One (1), Five (5) year Extension Term(s) (see Paragraph 3.2 below).]

2.6. “ Basic Monthly Rent ”:

 

Basic Monthly Rent will always be due and payable on or before the first day of the applicable month, except that the first month’s Basic Monthly Rent will be due and payable upon the date of Landlord’s execution of this Lease. Basic Monthly Rent and Operating Expenses shall be abated for the first six (6) months of the Initial Lease Term.

2.7. “ Rent Commencement Date ”: May 1, 2007. If the Substantial Completion of Landlord’s Work (as defined below) is required prior to delivery of the Premises under the terms of a Work Letter (see Exhibit “C”), the “Rent Commencement Date” shall be defined as the first day of the month following the date on which the Landlord Work is Substantially Complete, as determined by Paragraph 4.2. Within five (5) days after determination of the Rent Commencement Date, Landlord and Tenant shall enter into a rent commencement letter agreement in the form attached as Exhibit “E.”

2.8. “ Security Deposit ”: $23,417.12. Tenant’s Security Deposit is due and payable on the date of Tenant’s execution of this Lease, and does not constitute last month’s rent. Last month’s rent must be separately paid by Tenant on or before the first day of the last month of the Lease Term.

2.9. “ Operating Cost Allocations ”:

 

 

2.10.

“ Guarantor ”: N/A .

 

2.11.

Address for Landlord :

TCAM Core Property Fund Operating LP

4675 MacArthur Court, Suite 1100

Newport Beach, CA 92660

Attn: Terry Glanville

And copy to :

CB Richard Ellis, Inc.

4600 South Syracuse Street, suite 100

Denver, CO 80237

Attention: Property Manager

Telephone: (720) 528-6300

Telecopy: (720) 528-6333

 

2.12.

Addresses for Tenant : Legal Notice Address (following Tenant’s occupancy at the Premises):

2425 55th Street, Suite 210

Boulder, Colorado 80301

Attn:                                     

Legal Notice Address (prior to occupancy):

 

2.13. “ Permitted Use ”: General office use in accordance with all applicable laws, statutes, ordinances, and regulations and the provisions of this Lease.

 

2.14.

Building Standard Operating Hours :

 

 

2.15.

Participating Brokers :

Landlord: CB Richard Ellis

Tenant: The Staubach Company

2.16. Initial Payment Amounts : $23,417.12, representing the Security Deposit, and $13,406.75, representing the seventy (7th) month’s Basic Monthly Rent, both of which amounts are payable on the date Tenant executes this Lease (subject to adjustment on the Rent Commencement Date to reflect the actual first month’s Basic Monthly Rent based upon the actual Rentable Square Footage of the Premises).

2.17. Parking Area Charge : NONE. (See Paragraph 11.2)

3. Term .

3.1. Description of Term . The term of this Lease (“Term”) shall commence on the “Lease Commencement Date,” as defined in the Principal Lease Provisions, and shall expire on the “Initial Expiration

Date,” as defined in the Principal Lease Provisions, subject to (i) any modifications to such dates described in Exhibit “C” to this Lease, (ii) any extension rights described in Paragraph 3.2 below, and (iii) earlier termination, as provided in this Lease. The term “Expiration Date,” as used in this Lease, shall mean the Initial Expiration Date, any earlier date upon which this Lease is terminated by Landlord, as provided below, or if the Term is extended pursuant to Paragraph 3.2 below, then the expiration date of any Extension Term (as defined below).

3.2. Extension Rights . Tenant shall, subject to all of the provisions of this Paragraph 3.2 (including all subparagraphs hereof), have the option to extend the Lease Term (the “Option to Extend”) for the Extension Term(s) described in Paragraph 2.5.3 above, provided Tenant is in occupancy of all of the Premises except in connection with a Permitted Transfer at the time of exercise of the Option to Extend and Tenant gives Landlord written notice of its election to exercise the Option to Extend no less than six (6) months and no more than eight (8) months prior to the Initial Expiration Date (the “Option Notice”). Time is of the essence with respect to the timing of such requirement to give notice to Landlord.

3.2.1. Restrictions on Transferability of Option . The Option to Extend is personal to the Tenant originally named in this Lease and, except in connection with a Permitted Transfer, may not be exercised by anyone other than such originally named Tenant.

3.2.2. Conditions Terminating Tenant’s Rights to Exercise Option . Tenant shall not have the right to exercise the Option to Extend, notwithstanding anything set forth above to the contrary: (a) during any period of time commencing from the date Landlord gives to Tenant a factually correct written notice that Tenant is in default under any provision of this Lease and continuing until the default alleged in said notice is cured; or (b) in the event that Landlord has given to Tenant two or more notices of default or two or more late charges have become payable under this Lease during the 12-month period prior to the time that Tenant attempts to exercise the Option to Extend. The period of time within which the Option to Extend may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Option to Extend because of the foregoing provisions of this Paragraph, even if the effect thereof is to eliminate Tenant’s right to exercise the Option to Extend. All rights with respect to the Option to Extend (including rights as to subsequent Extension Terms, if any) shall terminate and be of no further force and effect even after Tenant’s due and timely exercise of the Option to Extend, if, after such exercise, but prior to the commencement of the Extension Term: (x) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of ten days after such obligation becomes due (without imposing any obligation on the part of Landlord to give notice thereof to Tenant); (y) Tenant fails to cure a non-monetary default within thirty (30) days after the date the Landlord gives notice to Tenant of such default; or (z) Landlord gives to Tenant two or more written notices of default or two or more late charges become payable for any monetary defaults, whether or not such defaults are cured.

3.2.3. Terms and Conditions of Extension of Term(s) . In the event that Tenant shall be entitled to exercise and shall timely and properly exercise the Option(s) to Extend, the/each Extension Term shall be upon all of the terms and provisions of this Lease, except that:

(i) The Extension Term shall commence immediately upon the expiration of the initial Term, and each subsequent Extension Term shall commence upon expiration of prior Extension Term.

(ii) Basic Monthly Rent for the Extension Term shall be as determined pursuant to this clause (ii). Within thirty (30) days after Landlord’s receipt of Tenant’s Option Notice, Landlord shall notify Tenant in writing as to Landlord’s determination, in Landlord’s good faith judgment, of the Fair Market Rental Rate (as defined in 3.2.4 below), of comparable space (including square footage, floor height and location) located in the East Boulder submarket (the “Fair Market Rental Rate”) together with reasonable back-up material supporting Landlord’s determination. All determinations of the Fair Market Rental Rate shall take into account all relevant economic terms. Within twenty (20) days after Tenant’s receipt of Landlord’s notice, Tenant shall either accept or not accept Landlord’s determination of Fair Market Rental Rate, including any periodic increases therein. If Tenant shall fail to accept such Fair Market Rental Rate in the manner and within the time herein specified, then such failure shall constitute a rescission of Tenant’s exercise of its option for the Extension Term and, thereafter, Tenant’s option shall have fully and forever lapsed and shall be of no further force or effect. In the event that Tenant shall accept such Fair Market Rental Rate in the manner and within the time herein specified, then the initial Basic Monthly Rent for the Extension Term shall be the Fair Market Rental Rate so determined by Landlord pursuant to the Fair Market Rental Rate definition, and all periodic increases, if any, as finally determined shall be applicable in full. Such Basic Monthly Rent as so determined shall be paid during the Extension Term in installments at the times and in the manner specified in this Lease. In addition, during the Extension Term, Tenant shall also pay all Additional Rent provided for in Paragraph 7.

3.2.4. Fair Market Rental Rate . The term “Fair Market Rental Rate” shall mean the monthly amount per rentable square foot between non-affiliated parties from non-equity tenants for comparable space, for a comparable use for a comparable period of time (“Comparable Transactions”) in the East Boulder submarket.

3.3. Early Termination Right . Provided Tenant is not in default under any of the terms and conditions of this Lease, Tenant shall have a one-time right to terminate this Lease as of the end of the forty-second (42nd) month (“Early Termination Date”) of the Term following the Rent Commencement Date (that is (estimated), on October 31, 2010) by delivering a written notice of termination (“Termination Notice”) six (6) months prior to the Early Termination Date (that is (estimated), not later than April 30, 2010) along with a “Lease Termination Fee” in the amount of the sum of the unamortized value as of the termination date of the following (amortized at an annual percentage rate of 8%): (a) the amount of the tenant improvement costs and any other improvement allowance paid or granted by Landlord in connection with Landlord’s delivery of the Premises to Tenant, and (b) the

amount of the real estate commissions paid to the brokers in connection with the consummation of this Lease by Tenant. Tenant’s full and timely payment of the Lease Termination Fee is a condition to the validity of Tenant’s exercise of its early termination right; therefore, Tenant’s right shall be of no force and effect if Landlord fails to receive full and timely payment of the Lease Termination Fee.

4. Delivery of Possession .

4.1. Acceptance of Possession . Subject to Landlord’s obligations, if any, to perform the Landlord Work and Landlord’s obligations under Paragraph 10.2, the Premises are accepted by Tenant in “as is” condition and configuration. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of the Premises or the Building. If Landlord is delayed delivering possession of the Premises or any other space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space. If Landlord is not required to Substantially Complete Landlord Work before the Rent Commencement Date, the Rent Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Landlord is required to Substantially Complete Landlord Work before the Rent Commencement Date, the Rent Commencement Date shall be determined by Paragraph 2.7. If Tenant takes possession of the Premises before the Rent Commencement Date, such possession shall be subject to the terms and conditions of this Lease, and Tenant shall pay Rent (defined in Paragraph 7) to Landlord for each day of possession before the Rent Commencement Date (prorated based on a thirty (30) day month). However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Rent Commencement Date during which Tenant, with the approval of Landlord (which shall not be unreasonably withheld or delayed), is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

4.2. Delivery Requirements . On or before the Rent Commencement Date, Landlord shall have Substantially Completed the work, if any, required to be completed by Landlord prior to the delivery of the Premises to Tenant, as described in Exhibit “C” to this Lease (the “Landlord’s Work”) and shall deliver possession of the Premises to Tenant (subject to Landlord’s reserved rights hereunder and Landlord’s right to continue the completion of Landlord’s Work without material interference by Tenant). If possession of the Premises (including, without limitation, Substantial Completion of the Landlord’s Work, if any) is not delivered to Tenant on or before the Rent Commencement Date stated in the Principal Lease Provisions, then Landlord shall not be liable for any damage caused by such delay, and such delay shall neither affect the validity of this Lease, nor affect Tenant’s obligations under this Lease, provided the Rent Commencement Date shall be determined by Paragraph 2.7.

4.3. Definition of Substantial Completion . For purposes of this Lease, the term “Substantially Complete” (and its grammatical variations, such as Substantial Completion) when used with reference to Landlord’s Work, will mean that Landlord’s Work has been completed to such an extent that Tenant can commence its work, if any, to be undertaken by Tenant, as described in Exhibit “C” to this Lease (the “Tenant’s Work”), without material delay, or if no such Tenant’s Work is to be undertaken, then such term will mean that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises and a Certificate of Occupancy (temporary or final) provided by the City of Boulder if required. However, if Landlord is delayed in the performance of the Landlord Work as a result of any Tenant Delay(s) (defined below), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including, without limitation: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary of final plans by any applicable due date; (ii) Tenant’s selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay; (iii) changes requested or made by Tenant to previously approved plans and specifications; (iv) performance of work in the Premises by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work; or (v) if the performance of any portion of the Landlord Work depends on the prior or simultaneous performance of work by Tenant, a delay by Tenant or Tenant’s contractor(s) in the completion of such work.

4.4. Final Completion . Following Substantial Completion of the Landlord Work, except for any items set forth on a written, detailed “punch-list” of excepted items delivered to Landlord upon the Rent Commencement Date, Tenant shall, as of the Rent Commencement Date, be deemed to have (i) thoroughly inspected the Premises, and determined that, to the best of Tenant’s knowledge, the Premises are in first-class condition and repair, (ii) acknowledged that Landlord’s Work has been Substantially Completed, (iii) accepted the Premises in its then as-is condition with no right to require Landlord to perform any additional work therein, except as set forth on the punch list, and (iv) waived any express or implied warranties regarding the condition of the Premises, including any implied warranties of fitness for a particular purpose or merchantability.

5. Use of Premises and Common Areas .

5.1. Permitted Use of Premises . Tenant may use the Premises for the Permitted Use specified in the Principal Lease Provisions and for no other use without Landlord’s consent. Any change in the Permitted Use will require Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s absolute discretion.

5.2. Compliance with Laws . Tenant shall comply with all laws concerning the Premises and/or Tenant’s use of the Premises, including without limitation the obligation at Tenant’s sole cost to alter,

maintain, or restore the Premises in compliance with all applicable laws, even if such laws are enacted after the date of this Lease, and even if compliance entails costs to Tenant of a substantial nature. Such obligation to comply with laws shall include, without limitation, compliance with Title III of the Americans With Disabilities Act of 1990 (42 U.S.C. 12181 et seq.) (the “ADA”). In addition to the foregoing obligations of Tenant relative to the Premises, if Tenant’s particular use of the Premises (including the commencement of any Alterations, as defined below) results in the need for modifications or alterations to any other portion of the Project in order to comply with the ADA or other applicable laws, then Tenant shall additionally be responsible, upon demand, for the cost of such modifications and alterations plus a supervisory fee of ten percent (10%) of such cost payable to Landlord.

5.3. Condition During Periods of Non-Use . During any period of time in which Tenant is not continuously using and occupying the Premises, Tenant shall take such measures as may be necessary or desirable, in Landlord’s reasonable opinion, to secure the Premises from break-ins and use by unauthorized persons, to minimize the appearance of non-use, and to otherwise maintain the interior and exterior portions of Tenant’s Premises, including all windows and doors, in first class condition.

5.4. Use of Common Areas . Tenant’s use of the Common Areas shall at all times comply with the provisions of all Rules (as defined below) regarding such use as Landlord may from time to time adopt. In no event shall the rights granted to Tenant to use the Common Areas include the right to store any property in the Common Areas, whether temporarily or permanently. Any property stored in the Common Areas may be removed by Landlord and disposed of, and the cost of such removal and disposal shall be payable by Tenant to Landlord upon demand. Additionally, in no event may Tenant use any portion of the Common Areas for loading, unloading, or parking, except in those areas specifically designated by Landlord for such purposes, nor for any group social event, sidewalk sale, employment fair, or similar unauthorized purpose.

5.5. General Covenants and Limitations on Use . In addition to the Rules, Tenant and Tenant’s Invitees (as defined below) use of the Premises and the Project, will be subject to the following additional general covenants and limitations on use.

5.5.1. Tenant shall not do, bring, or keep anything in or about the Premises that will cause a cancellation of any insurance covering the Premises. If the rate of any insurance carried by Landlord is increased as a result of Tenant’s use or Tenant’s failure to continuously use and occupy the Premises, Tenant shall pay the amount of such increase to Landlord, within ten days after Landlord delivers to Tenant a notice of such increase.

5.5.2. No noxious or unreasonably offensive activity shall be carried on, in or upon the Premises by Tenant or Tenant’s Invitees, nor shall anything be done or kept in the Premises which may be or become a public nuisance or which may cause unreasonable embarrassment, disturbance, or annoyance to others in the Project, or on adjacent or nearby property. To that end, Tenant additionally covenants and agrees that no light shall be emitted from the Premises which is unreasonably bright or causes unreasonable glare; no sounds shall be emitted from the Premises which are unreasonably loud or annoying; and no odor shall be emitted from the Premises which is or might be noxious or offensive to others in the Building, on the Project, or on adjacent or near-by property.

5.5.3. No unsightliness shall be permitted in the Premises which is visible from the Common Areas. Without limiting the generality of the foregoing, all equipment, objects, and materials shall be kept enclosed within the Premises and screened from view; no refuse, scraps, debris, garbage, trash, bulk materials, or waste shall be kept, stored, or allowed to accumulate except as may be properly enclosed within appropriate containers in the Premises and promptly and properly disposed of.

5.5.4. The Premises shall not be used for sleeping or washing clothes, nor shall the Premises be used for cooking or the preparation, manufacture, or mixing of anything that might emit any offensive odor or objectionable noises or lights onto the Project or nearby properties.

5.5.5. All pipes, wires, conduit, cabling, poles, antennas, and other equipment/facilities for or relating to utilities, telecommunications, computer equipment, or the transmission or reception of audio or visual signals must be kept and maintained enclosed within the Premises (except to the extent included as part of Landlord’s Work, Tenant’s Work, or otherwise approved by Landlord)

5.5.6. Tenant shall not keep or permit to be kept any bicycle, motorcycle, or other vehicle, nor any animal (excluding seeing-eye dogs), bird, reptile, or other exotic creature in the Premises.

5.5.7. Neither Tenant nor Tenant’s Invitees shall do anything that will cause damage or waste to the Project. Neither the floor nor any other portion of the Premises shall be overloaded. No machinery, equipment, apparatus, or other appliance shall be used or operated in or on the Premises that will in any manner injure, vibrate, or shake all or any part of the Project or be allowed to interfere with the equipment of any other tenant within the Project (or other property owned by Landlord or its affiliates), including, without limitation, interference with transmission and reception of telephone, telecommunications, television, radio, or similar signals.

6. Security Deposit . Upon Tenant’s execution of this Lease, Tenant shall deposit with Landlord, cash in the amount of the Security Deposit set forth in the Principal Lease Provisions, to secure the performance by Tenant of its obligations under this Lease, including without limitation Tenant’s obligations (i) to pay Basic Monthly Rent and Additional Rent (as defined below), (ii) to repair damages to the Premises and/or the Project caused by Tenant or Tenant’s agents, employees, contractors, licensees, and invitees (collectively, “Tenant’s Invitees”), (iii) to surrender the Premises in the condition required by Paragraph 19, below, and (iv) to remedy any other defaults by

Tenant in the performance of any of its obligations under this Lease. If Tenant fails to pay Rent, or otherwise defaults under this Lease, Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof. If Landlord uses or applies all or any portion of the Security Deposit, Tenant shall within twenty (20) days after written request therefor deposit monies with Landlord sufficient to restore said Security Deposit to the full amount required by this Lease. Should the Permitted Use be amended to accommodate a material change in the business of Tenant or to accommodate a subtenant or assignee, Landlord shall have the right to increase the Security Deposit to the extent necessary, in Landlord’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Landlord shall not be required to keep the Security Deposit separate from its general accounts. Within sixty (60) days after the expiration or termination of this Lease, Landlord shall return that portion of the Security Deposit not used or applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to earn interest or to be prepayment for any monies to be paid by Tenant under this Lease.

7. Rent and Rent Adjustments .

7.1. Initial Monthly Rent . Tenant shall pay to Landlord as minimum monthly rent, without deduction, setoff, prior notice, or demand (except as otherwise specifically provided in this Lease), the Basic Monthly Rent described in the Principal Lease Provisions (subject to adjustment as provided in Paragraph 7.2 below), in advance, on or before the first day of each calendar month, beginning on the Rent Commencement Date and thereafter throughout the Term. If the Rent Commencement Date is other than the first day of a calendar month, then the Basic Monthly Rent payable by Tenant for the second month of the Term following the Rent Commencement Date (acknowledging that the first month’s rent is payable upon Lease execution) shall be prorated on the basis of the actual number of days during the Term occurring during the first partial calendar month thereof. Notwithstanding the foregoing, if Landlord is delayed in completion of Landlord’s Work due to any Tenant Delays, then in addition to the Basic Monthly Rent payable for the first month of the Term following the Rent Commencement Date, Tenant shall additionally pay to Landlord, upon the Rent Commencement Date, additional rent, at the rate of one-thirtieth of the Basic Monthly Rent per day, for the number of days of such delay.

7.2. Additional Rent . In addition to paying the Basic Monthly Rent pursuant to this Paragraph 7, Tenant shall pay to Landlord (in accordance with Paragraph 8, below), commencing on the seventh (7th) month from the Commencement Date, Tenant’s Share (as defined below) of the annual Direct Expenses. The amounts payable pursuant to this Paragraph, together with other amounts of any kind (other than Basic Monthly Rent) payable by Tenant to Landlord under the terms of this Lease, constitute additional rent for the Premises and are collectively and individually referred to in this Lease as “Additional Rent.”

7.3. General Rental Provisions . All “Rent” (which includes Basic Monthly Rent, and any “Additional Rent” hereunder) shall be paid to Landlord at the same address as notices are to be delivered to Landlord pursuant to the Principal Lease Provisions, as Landlord may change such address from time to time pursuant to the terms of this Lease.

8. Additional Rent .

8.1. Definitions . The following definitions apply in this Paragraph 8 (and elsewhere in this Lease):

8.1.1. Building Operating Costs . Subject to the Excluded Costs (as defined below) relating to the Building, the term “Building Operating Costs” means all expenses, costs, and amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Building (which includes the land and any parking areas located in or around the Building). Building Operating Costs include, without limitation, the following amounts paid or incurred relative to the Building (a) the cost of supplying utilities to all portions of the Building, including without limitation water, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses relating to the Building, to the extent the Building is separately assessed by the taxing authority, (c) the cost of providing janitorial services for the Building and of operating, managing, maintaining, and repairing all building systems, including without limitation, mechanical, electrical, plumbing, fire/life safety, heating, ventilating, and air conditioning (“HVAC”), and security systems, storm drainage, and elevator systems (the “Building Systems”), and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in connection with the Building Systems, (d) the cost of licenses, certificates, permits, and inspections relating to the operation of the Building, (e) the cost of contesting the validity or applicability of any government enactments that may affect the Building Operating Costs, (f) the cost of maintenance, repair, and restoration of any parking areas located in or around the Building (if any), including, without limitation, resurfacing, repainting, restriping, and cleaning costs, (g) fees, charges, and other costs, including administrative, management fees, and accounting costs (or amounts in lieu of such fees), whether paid to Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the operation, management, maintenance, and repair of the Building, which costs will be similar to those charged by similar parties for similar services rendered in the Boulder, Colorado area, (h) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Building plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees and/or contractors provide services for more than one project of Landlord, only the prorated portion of those employees’ and/or contractors’ wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Building will be included in the Building Operating Costs, (i) payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or other instrument relating to the sharing of costs, (j)

Insurance Expenses (as described in Paragraph 16) for the Building, (k) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus three percentage points per annum) of the cost of acquiring or renting personal property used in the maintenance, repair, and operation of the Building, (l) reasonable reserves (it being acknowledged, that, among other amounts, any amount of reserves required by a Lender, as defined below, will be deemed reasonable), (m) the cost to comply with laws, regulations, or codes or changes thereto enacted after the Lease Commencement Date; and (n) the cost of capital improvements including those which (1) are intended as a labor saving or cost saving device or to effect other economies in the maintenance or operation of the Building, or (2) are required under any government law or regulation. All capital expenditures shall be amortized (including interest on the unamortized cost at the rate stated in subparagraph (k) of this Paragraph) over their useful life, as reasonably determined by Landlord.

8.1.2. Intentionally Deleted .

8.1.3. Direct Expenses . “Direct Expenses” means the sum of Operating Expenses plus Insurance Expenses (as such terms are defined below).

8.1.4. Excluded Costs . “Excluded Costs” means the following expenses, as they relate to the Building Operating Costs and the Project Operating Costs (as defined below): (i) the cost of providing any service directly to and paid directly by a single individual tenant, and (ii) costs of any items to the extent Landlord actually receives reimbursement therefor from insurance proceeds, under warranties, or from a tenant or other third party (such costs shall be excluded or deducted, as appropriate, from Operating Expenses in the year in which the reimbursement is received).

8.1.5. Expense Year . “Expense Year” means each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires.

8.1.6. Operating Expenses . “Operating Expenses” means the sum of (i) all Building Operating Costs, and (ii) the Project Operating Costs.

8.1.7. Project Operating Costs . Subject to the Excluded Costs relating to the Project, the term “Project Operating Costs” means all expenses, costs, and amounts of every kind or nature that Landlord pays or incurs because of or in connection with the ownership, operation, management, maintenance, or repair of the Project, including the “Project Common Areas,” which for purposes hereof will include all portions of the Project other than the Building and any other similar office building(s) within the Project from time to time. Project Operating Costs include, without limitation, the following amounts paid or incurred relative to the Project Common Area: (a) the cost of supplying utilities to all portions of the Project Common Area, including without limitation water, electricity, heating, ventilation, and air conditioning, (b) janitorial/cleaning costs and the cost of operating, managing, maintaining, and repairing the Project Common Area and all related systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, (c) the cost of supplies and tools and of equipment, maintenance, and service contracts in connection with the systems referenced in clause (b), above, (d) the cost of licenses, certificates, permits, and inspections relating to the Project, (e) the cost of contesting the validity or applicability of any government enactments that may affect the Project Operating Costs, (f) costs incurred in connection with the implementation and operation of a parking or transportation management program or similar program, (g) all Tax Expenses, except to the extent such Tax Expenses relate to a separately assessed building in the Project and are separately paid by the tenants of such building (such as pursuant to Paragraph 8.1.1 clause (b), above), (h) fees, charges, and other costs, including administrative, management fees, and accounting costs (or amounts in lieu of such fees), whether paid to Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the operation, management, maintenance, and repair of the Project, which costs will be similar to those charged by similar parties for similar services rendered in the Boulder, Colorado area, (i) the cost of parking area and parking structure maintenance, repair, and restoration, including, without limitation, resurfacing, repainting, restriping, and cleaning (excluding costs which are already included as part of the Building Operating Costs relative to any parking areas located under a building, if any), (j) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits (if any of Landlord’s employees provide services for more than one project of Landlord, only the prorated portion of those employees’ wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project shall be included in Project Operating Costs), (k) any costs or expenses payable pursuant to the provisions of any reciprocal easement and maintenance agreement (or similar instrument or agreement) recorded against the Project either now or in the future including any owner’s association or similar fees, assessments or dues presently or hereafter established for the Project, including payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or other instrument relating to the sharing of costs, (l) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its reference rate plus three percentage points per annum) of the cost of acquiring or renting personal property used in the maintenance, repair, and operation of the Project, (m) Insurance Expenses (as described in Paragraph 16) for the Project (other than the Building any other similar office building(s) with the Project), (n) reasonable reserves (it being acknowledged, that, among other amounts, any amount of reserves required by a Lender will be deemed reasonable), (o) the cost to comply with laws, regulations, or codes or changes thereto enacted after the Lease Commencement Date, and (p) the cost of capital improvements or other costs including, without limitation, those which (1) are intended as a labor saving device or to effect other economies in the maintenance or operation of all or part of the Project, or (2) are required under any government law or regulation. All capital expenditures shall be

amortized (including interest on the unamortized cost at the rate stated in subparagraph (l), above) over their useful life, as reasonably determined by Landlord. Notwithstanding the foregoing, the Project Operating Costs will exclude any Excluded Costs relating to the Project.

8.1.8. Tenant’s Share . “Tenant’s Share” means a fraction, the numerator of which is the total aggregate Rentable Square Feet in the Premises, and the denominator of which is the total aggregate Rentable Square Feet in the Project. As of the Lease Commencement Date, the Tenant’s Share is described in Paragraph 2.9.2 above, subject to adjustment as a result of the verification of the Rentable Square Footages of the Premises and the Building pursuant to Paragraph 7.4 above. If either the Premises or the Project are expanded or reduced, Tenant’s Share shall be appropriately adjusted. Tenant’s Share for the Expense Year in which that change occurs shall be determined on the basis of the number of days during the Expense Year in which each such Tenant’s Share was in effect.

8.2. Adjustment of Operating Expenses . Operating Expenses shall be adjusted as follows:

8.2.1. Gross Up Adjustment When a Project Is Less Than Fully Occupied . If the occupancy of the total Rentable Square Footage of completed, partially occupied buildings within the Project during any part of any Expense Year is less than 95%, Landlord shall make an appropriate adjustment of the variable components of the Operating Expenses for that Expense Year, as reasonably determined by Landlord using sound accounting and management principles, to determine the amount of Operating Expenses that would have been incurred had the Project been 95% occupied. This amount shall be considered to have been the amount of Operating Expenses for that Expense Year. For purposes of this Paragraph 8.2 “variable components” include only those component expenses that are affected by variations in occupancy levels, such as water usage.

8.2.2. Adjustment When Landlord Adds Additional Buildings to the Project . If Landlord constructs additional buildings within the Project during an Expense Year, Landlord shall make an appropriate adjustment to the Operating Expenses for such Expense Year and Tenant’s Share of the Project, as reasonably determined by Landlord to determine the amount of Operating Expenses that would have been incurred for the Expense Year if such building had been complete and 95% occupied during the Expense Year.

8.2.3. Additional Costs . If due to a change in the types of costs being incurred by Landlord as Direct Expenses (such as, for example, the commencement or cessation of security services, but not a mere change in how a particular cost is handled, such as going from an in-house to an outside landscaping service), Direct Expenses need to be adjusted to eliminate the effect of such change, Landlord shall reasonably adjust the Direct Expenses and notify Tenant of such change in writing. Furthermore, Landlord shall have the right to reasonably decrease the amount of the Direct Expenses to eliminate the effect of abnormally high costs, or unusual costs, of a particular type or types (such as, by way of example, abnormally high energy costs associated with the “energy crisis” of 2001) occurring during any Expense Year.

8.2.4. Common Areas . Landlord may elect to partition/separate portions of the Common Areas of the Project such that the Operating Costs associated with such partitioned Common Areas are allocated to particular buildings or parcels within the Project.

8.3. Tax Expenses .

8.3.1. Definition of Taxes and Tax Expenses . “Taxes” means and refers to all federal, state, county, or local government or municipal taxes, fees, charges, or other impositions of every kind or nature, whether general, special, ordinary, or extraordinary. Taxes include taxes, fees, and charges such as real property taxes, general and special assessments, transit taxes, leasehold taxes, and taxes based on the receipt of rent (including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant), and personal property taxes imposed on Landlord’s fixtures, machinery, equipment, apparatus, systems, appurtenances, and other personal property used in connection with the Project or the Building, as the case may be. Notwithstanding the foregoing, the following shall be excluded from Taxes: (a) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal, state, and local income taxes, and other taxes applied or measured by Landlord’s general or net income (as opposed to rents, receipts, or income attributable to operations at the Building), and (b) personal property taxes attributable to property owned or installed by or for other tenants of the Project. “Tax Expenses” means the sum of all Taxes that are paid or incurred by Landlord because of or in connection with the ownership, leasing, and/or operation of the Project from time to time, except to the extent payable by Tenant or any other individual tenant of the Project pursuant to the provisions of such tenant’s lease.

8.3.2. Adjustment of Taxes . For purposes of this Lease, Tax Expenses for any Expense Year shall be adjusted upon a reassessment of the Project resulting from the construction of a new building within the Project to increase the Tax Expenses amount by the amount of Tax Expenses attributable to such new building’s assessed value.

8.3.3. Tenant’s Direct Obligation Re: Taxes . Notwithstanding anything to the contrary contained herein, Tenant shall be solely responsible, as Additional Rent, for paying any portion of the Tax Expenses attributable to any portion of the tenant improvement work (as described in Exhibit “C”) costing in excess of the tenant improvement allowance (as described in Exhibit “C”) or attributable to any Alterations. Such Additional Rent will be payable within ten business days of written demand from Landlord.

8.4. Calculation and Payment of Direct Expenses . Tenant’s Share of the Direct Expenses for any Expense Year shall be calculated and paid as follows. Tenant shall pay to Landlord, on the first day of each

calendar month during the Lease Term, as Additional Rent, without notice, demand, offset, or deduction (except as provided below), an amount (“Tenant’s Monthly Payment”) equal to one-twelfth of Tenant’s Share of the amount of the Direct Expenses for each Expense Year, as estimated (and subsequently reconciled) by Landlord in the most recently delivered Estimated Statement (as defined below). Landlord intends to deliver to Tenant, prior to the commencement of each Expense Year during the Lease Term, a written statement (“Estimated Statement”) setting forth Landlord’s estimate of the Direct Expenses allocable to the ensuing Expense Year, and Tenant’s Share of such Direct Expenses. Landlord may, at its option, during any Expense Year, deliver to Tenant a revised Estimated Statement, revising Landlord’s estimate of the Direct Expenses, in accordance with Landlord’s most current estimate. Within approximately 180 days after the end of each Expense Year during the Lease Term, Landlord will deliver to Tenant a written statement (“Actual Statement”) setting forth the actual Direct Expenses allocable to the preceding Expense Year. Tenant’s failure to object to Landlord regarding the contents of an Actual Statement, in writing, within thirty (30) days after delivery to Tenant of such Actual Statement, shall constitute Tenant’s absolute and final acceptance and approval of the Actual Statement. If the sum of Tenant’s Monthly Payments actually paid by Tenant during any Expense Year exceeds Tenant’s Share of the actual Direct Expenses allocable to such Expense Year, then such excess will be credited against future Tenant’s Monthly Payments, unless such Expense Year was the Expense Year during which the Lease Expiration Date occurs (the “Last Calendar Year”), in which event either (i) such excess shall be credited against any monetary default of Tenant under this Lease, or (ii) if Tenant is not in default under this Lease, then Landlord shall (within the time frame for returning Tenant’s Security Deposit) pay to Tenant such excess. If the sum of Tenant’s Monthly Payments actually paid by Tenant during any Expense Year is less than Tenant’s Share of the actual Direct Expenses allocable to such Expense Year, then Tenant shall, within ten days of delivery of the Actual Statement, pay to Landlord the amount of such deficiency. Landlord’s delay in delivering any Estimated Statement or Actual Statement will not release Tenant from its obligation to pay any Tenant’s Monthly Payment or any such excess upon receipt of the Estimated Statement or the Actual Statement, as the case may be. The references in this Paragraph to the actual Direct Expenses allocable to an Expense Year, shall include, if such Expense Year is the Last Calendar Year, the actual Direct Expenses allocable to the portion of such year prior to the Lease Expiration Date, calculated on a pro rata basis, without regard to the date of a particular expenditure, and, as an obligation which shall survive the termination of this Lease, shall be due and payable within ten (10) days after Tenant’s receipt of such Actual Statement.

8.5. Landlord’s Books and Records . If Tenant disputes in writing the amount of Additional Rent stated in an Actual Statement within thirty (30) days of Tenant’s receipt thereof, Tenant may, upon at least five business days notice to Landlord, request an opportunity to inspect Landlord’s records and supporting documentation regarding such Actual Statement. Such inspection must be conducted within sixty (60) days of the date Tenant received the Actual Statement and shall be at Tenant’s sole cost and expense. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm not engaged on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Landlord shall make such records and supporting documentation available to Tenant for its inspection at the business office of Landlord’s property manager for the Building during normal business hours. If Tenant fails to dispute in writing the amount of Additional Rent stated in an Actual Statement within thirty (30) days of Tenant’s receipt thereof, or Tenant’s inspection fails to disclose a discrepancy in such Actual Statement within sixty (60) days after Tenant’s receipt of the Actual Statement in question, then the Actual Statement will be deemed binding on Tenant. If Tenant, within such sixty (60) day period, provides Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Direct Expenses for that year, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Direct Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment(s) of Monthly Basic Rent in the amount of the overpayment by Tenant, or if all Monthly Basic Rent amounts have been paid, Landlord shall pay Tenant the amount of any overpayment within sixty (60) days. Likewise, if Landlord and Tenant determine that Direct Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. The records reviewed by Tenant shall be treated as confidential by Tenant, its agents and consultants and shall not be disclosed to any third party without Landlord’s prior written consent. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Direct Expenses unless Tenant has paid and continues to pay all Rent when due.

9. Utilities and Services .

9.1. Utility Costs . Tenant shall pay when due all bills for gas, water, electricity and other utilities used on the Premises on and after the Rent Commencement Date and through and including the date of expiration of this Lease. If separate utility meters are not already present serving the Premises, Landlord shall have the right at its sole election, to install separate meters for the Building-standard utilities used in the Premises as part of Landlord’s Work.

9.2. Electricity . Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (i) through inclusion in Direct Expenses (except as provided in Paragraph 9.4 below for excess usage); (ii) by a separate charge payable by Tenant to Landlord within thirty (30) days after billing by Landlord; or (iii) by separate charge billed by the applicable utility company 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 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 Building and Premises with other buildings, to purchase electricity through a broker and/or buyers group and to change the providers and manner of purchasing electricity. Landlord shall be entitled to receive a fee from the utility companies (if permitted by applicable law) for the selection of utility companies and the negotiation and administration of contracts for electricity, provided that bona fide savings have been achieved and the amount of such fee shall not exceed fifty percent (50%) of any savings obtained by Landlord.

9.3. Janitorial Service . Intentionally Deleted .

9.4. Over-Standard Tenant Use . Tenant shall not exceed the rated capacity of the Building’s electrical and other utility systems, which systems will be consistent in capacity with other first class office buildings built at or about the same time as the Building. In the event of any damage to any of the Project’s systems caused by Tenant’s use thereof in excess of ordinary and customary usage for a professional office, Tenant shall be responsible for all costs and expenses incurred by Landlord as a result of such over-use. In addition, if Tenant requires any utilities or services described in this Paragraph 9, which are to be provided by Landlord, in excess of the standard levels being provided by Landlord, or during hours other than Building Standard Operating Hours, Landlord shall have the right to impose restrictions on such usage and/or commercially reasonable charges therefore, and Tenant shall pay such charges in full within five days after receipt of Landlord’s written invoice.

9.5. Conduit and Wiring . Installation of all types of conduit and wiring exclusively serving the Premises (other than as part of Landlord’s Work), including but not limited to Tenant’s Work, is subject to the requirements of Paragraph 18, below, Exhibit “C”, and the Landlord’s approval of the location, manner of installation, and qualifications of the installing contractor. All such conduit and wiring will, at Landlord’s option, become Landlord’s property upon the expiration of the Term. Landlord agrees to endeavor to give Tenant notice thirty (30) days prior to expiration of the Term if any conduit or wiring may be left on the Premises at the expiration of the Term. Upon expiration of the Term, Tenant shall remove such conduit and wiring at Tenant’s expense and return the Premises and the Common Areas to their pre-existing condition. If Landlord constructs new or additional utility facilities, including without limitation wiring, plumbing, conduits, and/or mains, resulting from Tenant’s changed or increased utility requirements, Tenant shall on demand promptly pay (or advance) to Landlord the cost of such items as Additional Rent.

9.6. Utilities Generally . Tenant agrees that, except as provided below, Landlord will not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services) or for diminution in the quality or quantity of any service. Such failure, delay, or diminution will not constitute an eviction or a disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, except that Tenant will be entitled to an equitable abatement of Rent for the period of such failure, delay, or diminution to the extent (i) such failure, delay, or diminution is directly attributable to Landlord’s gross negligence or intentional misconduct, (ii) such failure, delay, or diminution prevents Tenant from using, and Tenant does not use, any portion of the Premises for the conduct of Tenant’s business operations therein, (iii) Tenant was using the Premises or such affected portion for the conduct of Tenant’s business operations immediately prior to the failure, and (iv) such failure, delay, or diminution continues for more than three consecutive full business days after delivery of written notice of such failure, delay, or diminution from Tenant to Landlord. Landlord will not be liable, under any circumstances, for a loss of or injury to property or for injury to or interference with Tenant’s business, including loss of profits through, in connection with, or incidental to a failure to furnish any of the utilities or services under this Paragraph. Notwithstanding the foregoing, Landlord agrees to use reasonable efforts to promptly correct any such interruption of utilities or services. If any governmental authority having jurisdiction over the Project imposes mandatory controls, or suggests voluntary guidelines applicable to the Project, relating to the use or conservation of water, gas, electricity, power, or the reduction of automobile emissions, Landlord, at its sole discretion, may comply with such mandatory controls or voluntary guidelines and, accordingly, require Tenant to so comply. Landlord shall not be liable for damages to persons or property arising out of or relating to any such reduction, nor shall such reduction in any way be construed as a partial eviction of Tenant, cause an abatement of Rent, or operate to release Tenant from any of Tenant’s obligations under this Lease.

10. Maintenance .

10.1. Tenant’s Duties . Tenant shall, at its sole cost, maintain, repair, replace, and repaint, all in first class condition, the interior of the Premises, all Building Systems exclusively serving the Premises and located within the Premises or the walls of the Premises, and any damage to the Premises or the Project resulting from the acts or omissions of Tenant or Tenant’s Invitees. Tenant shall maintain all communications conduit, equipment, and wiring serving the Premises, whether in the Premises or not (and specifically including all of Tenant’s Work and all wiring, equipment, and conduit located on the roof of the Building), regardless of the ownership of said conduit or wiring, subject to Landlord’s reasonable approval of Tenant’s maintenance/repair contractor and manner of maintenance/repair. If Tenant fails to maintain, repair, replace, or repaint any portion of the Premises or the Project as provided above then following ten days’ written notice thereof to Tenant, Landlord may, at its election, maintain, repair, replace, or repaint any such portion of the Premises or the Project and Tenant shall promptly reimburse Landlord, as Additional Rent, for Landlord’s actual cost thereof plus a supervisory fee in the amount of ten percent (10%) of Landlord’s actual cost.

10.2. Landlord’s Duties . Landlord shall, as a part of the Operating Expenses, maintain, repair, replace, and repaint, all in good order and condition, consistent with other first-class office buildings in the vicinity of the Building, the Common Areas and all portions of the interior and exterior of the Building and any other buildings in the Project (including, without limitation, all Building Systems), except to the extent of Tenant’s obligations as set forth in Paragraph 10.1 above. Landlord’s failure to perform its obligations set forth above will not release Tenant of its obligations under this Lease, including without limitation Tenant’s obligation to pay Rent. To the extent allowed by law, Tenant waives the provisions of any law, statute, ordinance, and any similar principles of law with respect to Landlord’s obligations for tenantability of the Premises and Tenant’s right to make repairs and deduct the expense of such repairs from rent.

11. Parking .

11.1. General Parking Rights . Subject to the remaining provisions of this Paragraph 11, Landlord grants to Tenant (for the benefit of Tenant and Tenant’s Invitees) the right to the non exclusive license to use of that number of parking spaces allocable to the Premises pursuant to Paragraph 11.2 below, located within the parking area within the boundaries of and serving the Project (the “Parking Area”). Tenant’s use of the Parking Area shall be subject to such reasonable, non-discriminatory rules as Landlord may, in its sole discretion, adopt from time to time with respect to the Parking Area, including without limitation (i) rules providing for the payment of charges or fees by users of the Parking Area and in such event the charges or fees shall be deemed Additional Rent, (ii) rules limiting tenants of the Project (including, without limitation, Tenant) to the use of, or excluding the use of, certain parking spaces or certain portions of the Parking Area, in order to maintain the availability of accessible parking spaces for clients, guests, and invitees of tenants of the Project, and (iii) rules limiting tenants of the Project (including without limitation Tenant) to the use of a restricted number of parking spaces or a restricted area. Notwithstanding anything to the contrary in this Paragraph, Landlord may, at its election, construct improvements upon or otherwise alter in any manner the Parking Area, provided that Landlord makes parking available to Tenant elsewhere within the Project (or within a reasonable distance from the Premises) that is equal to or greater than the applicable ratio described in Paragraph 11.2 below. Landlord reserves the right to grant certain tenants in the Project the exclusive right to park in specified areas of the Parking Area, to the exclusion of all other tenants. Tenant acknowledges that the exercise of the rights reserved to Landlord under this Paragraph may result in a decrease in the number of parking spaces available to Tenant and Tenant’s Invitees, and no such decrease shall affect Tenant’s obligations under this Paragraph or entitle Tenant to any abatement of Rent, provided the applicable parking ratio described in Paragraph 11.2 below, is maintained or exceeded.

11.2. Parking Ratios . As of the Rent Commencement Date (and subject to temporary interruptions in connection with Landlord’s continued development of the Project, as provided below), the parking ratio within the Project applicable to Tenant will be approximately four spaces per 1,000 Rentable Square Feet (“RSF”) of space within the Premises. The foregoing (4:1,000 RSF) parking ratio includes all spaces within the Project, including covered, uncovered, reserved, unreserved, handicap, and visitor parking spaces.

12. Signs .

12.1. General Signage Conditions . Landlord may at any time change the name of either or both of the Building and/or the Project and install, affix, and maintain all signs on the exterior and interior of the Building and other buildings within the Project as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not have or acquire any property right or interest in the name of the Building or the Project. Subject to Tenant’s signage rights under Paragraph 12.2 below, Tenant may not place, construct, or maintain any sign, advertisement, awning, banner, or other exterior decoration (collectively, “sign”) in the Premises which is visible from the exterior of the Premises, or on the Building or any other portion of the Project, without Landlord’s prior written consent. Any sign that Tenant is permitted by Landlord to place, construct, or maintain in the Premises or on the Building or the Project, including pursuant to Paragraph 12.2 below, shall be at Tenant’s sole cost, comply with Landlord’s sign criteria applicable to the Project, including, without limitation, criteria relating to size, color, shape, graphics, and location (collectively, the “Sign Criteria”), and comply with all applicable laws, ordinances, CC&R’s (or similar recorded instruments), rules, or regulations, and Tenant shall obtain any approvals required by such laws, ordinances, CC&R’s (or similar recorded instruments), rules, and regulations. Landlord makes no representation or warranty with respect to Tenant’s ability to obtain any such approval. Tenant shall, at Tenant’s sole cost, make any changes to any sign, whether in the Premises or on the Building, as required by any new or revised applicable laws, ordinances, rules, or regulations. Tenant shall, additionally, maintain, repair, and replace all of Tenant’s signs (including, specifically, those installed pursuant to Paragraph 12.2 below) in first class condition. Nothing contained in this Paragraph 12 will limit the Landlord’s right to grant signage rights to other tenants of the Building, or to affect the signage rights of any tenant of the Building.

12.2. Tenant’s Individual Signage Rights . Subject to compliance with the requirements of Paragraph 12.1 above, Tenant is hereby granted the following signage rights in/on the Building and at the Project.

12.2.1. Directory/Suite Signage . The Building maintains a Project-standard lobby directory sign. Tenant shall be entitled to one listing on such sign, at Tenant’s expense.

12.2.2. Exterior Signage . Tenant may not, at any time, have any sign on the exterior of the Building or elsewhere outside the Building except as allowed by the next sentence. Throughout any period of time during the Term that Tenant is occupying the entire Premises, Landlord agrees to install, as a part of the tenant improvement work, an identification sign on behalf of Tenant on the existing monument sign in front of the Building and facing 55th Street (the “Monument”). Once installed, Tenant shall thereafter (for so long as such sign remains on the Monument) maintain such sign in first class condition and repair and shall, upon termination of the Term (or such earlier time as such sign must be removed pursuant to this Lease) cause such sign to be professionally removed and cause all damage to the Monument caused by such sign, its existence on the Monument, and its removal, to be repaired. Any such sign will be subject to the requirements of Paragraph 12.1 above. If Tenant ceases to occupy one hundred percent (100%) of the USF of the Premises, Tenant shall, upon Landlord’s request, remove its Monument sign and repair all damage to the Monument caused by such sign an