STANDARD OFFICE LEASE

Exhibit 10.5

STANDARD OFFICE LEASE

BETWEEN

CROWN BREA ASSOCIATES, LLC,
a Delaware limited liability company,

AS LANDLORD

AND

FREMONT INVESTMENT & LOAN,
a California industrial bank,

AS TENANT

2727 East Imperial Highway, Brea, California

STANDARD OFFICE LEASE

     This Standard Office Lease (“Lease”) is made and entered into as of this 23 ^rd day of April, 2004, by and between CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and FREMONT INVESTMENT & LOAN, a California industrial bank (‘Tenant”).

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises (the “Premises”) described as the entirety of that building located at 2727 East Imperial Highway, Brea, California, as designated on the “Site Plan” attached hereto and incorporated herein as Exhibit “A”, the address of which is 2727 East Imperial Highway in the City of Brea, California (the “2727 Parcel”) for the term and upon the terms and conditions hereinafter set forth. The Premises, along with that separate building (“Adjacent Building”) located at 2767 East Imperial Highway in the City of Brea, California (the “2767 Parcel”), and all common areas, parking areas, and other facilities used in connection therewith, shall collectively be referred to herein as the “Project”. In connection with the foregoing, Landlord and Tenant hereby agree as follows:

ARTICLE 1 — Basic Lease Provisions :

ARTICLE 2 — Term

     The Term of this Lease shall commence on the Commencement Date set forth in Article 1.A. of the Basic Lease Provisions, and shall end on the Expiration Date set forth in Article 1.A. of the Basic Lease Provisions. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term, with the first Lease Year commencing on the Commencement Date; however, (a) if the Commencement Date falls on a day other than the first day of a calendar month, the first Lease Year shall end on the last day of the twelfth (12th) month after the Commencement Date and the second (2nd) and each succeeding Lease Year shall commence on the first day of the next calendar month, and (b) the last Lease Year shall end on the Expiration Date. Landlord shall deliver to Tenant a factually correct Commencement Letter in a form substantially similar to that attached hereto as Exhibit “C ”, which Tenant shall execute and return to Landlord within ten (10) days of receipt thereof. Failure of Tenant to timely execute and deliver the Commencement Letter shall not negate Tenant’s acceptance of the Premises or affect determination of the Commencement Date.

ARTICLE 3 — Rental

     (a) Basic Rental. Tenant agrees to pay to Landlord commencing on the Commencement Date and continuing through the balance of the Term, at Landlord’s office, or to such other person or at such other place as directed from time to time by written notice to Tenant from Landlord, the monthly and annual sums as set forth in Article 1.C of the Basic Lease Provisions, payable in advance on the first day of each calendar month, without demand, setoff or deduction, (except as specifically set forth in this Lease), and in the event this Lease commences or the date of expiration of this Lease occurs other than on the first day or last day of a calendar month, the rent for such month shall be prorated based on the number of days in such month. Landlord estimates that the tenant improvements for the Premises shall be Substantially Completed by the date set forth in Item 7 of Schedule 1 of Exhibit “D” (the “Estimated

Completion Date”); provided, however, in the event that the tenant improvements for the Premises have not been Substantially Completed by that date which is forty-five (45) days following the Estimated Completion Date, as such date may be extended due to Force Majeure and/or Tenant Delays (defined in Section 5.2 of Exhibit “D” ), Tenant shall be entitled to one (1) day of rent abatement for each day beyond such date until the tenant improvements for the Premises have been Substantially Completed, provided further, however, that after sixty (60) days (i.e., 105 days following the Estimated Completion Date), such rent abatement shall increase to two (2) days of rent abatement for each day beyond such date until the tenant improvements for the Premises have been Substantially Completed. The term “Substantial Completion” or “Substantially Completed” shall have the meaning set forth in Section 5.1 of the Tenant Work Letter attached hereto as Exhibit “D” .

     (b)  Increase in Direct Costs. The term “Base Year” means the time period set forth in Article 1.D. of the Basic Lease Provisions. If, in any “Direct Costs Year” (defined below) during the Term of this Lease, following the Base Year, the Direct Costs (as hereinafter defined) paid or incurred by Landlord shall be higher than the Direct Costs for the Base Year, Tenant shall pay an additional sum for such and each subsequent Direct Costs Year equal to the product of the amount set forth in Article 1.E. of the Basic Lease Provisions multiplied by such increased amount of Direct Costs. The term “Direct Costs Year” shall mean the period of time from January 1 through December 31 each year during the Term. In the event either the Premises and/or the Project is expanded or reduced, then Tenant’s Proportionate Share shall be appropriately adjusted, and as to the Direct Costs Year in which such change occurs and thereafter, Tenant’s Proportionate Share for such year shall be determined on the basis of the number of days during that particular Direct Costs Year that such Tenant’s Proportionate Share was in effect. In the event this Lease shall terminate on any date other than the last day of a Direct Costs Year, the additional sum payable hereunder by Tenant during the Direct Costs Year in which this Lease terminates, shall be prorated on the basis of the relationship which the number of days which have elapsed from the commencement of said Direct Costs Year to and including said date on which this Lease terminates bears to the number of days in such Direct Costs Year. Any and all amounts due and payable by Tenant pursuant to Articles 3(b), (c) and (d) hereof shall be deemed “Additional Rent”, and Landlord shall be entitled to exercise the same rights and remedies upon default in these payments as Landlord is entitled to exercise with respect to defaults in Monthly Basic Rental payments.

     (c)  Definitions. As used herein the term “Direct Costs” shall mean the sum of items (i) and (iii) below, as item (i) may be reduced by item (ii):

          (i) “Tax Costs”, which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Premises and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively, “Real Property”) or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord’s reasonable legal fees, costs and disbursements incurred in connection with proceedings reasonably initiated by Landlord for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues or income derived therefrom, or (b) a tax, assessment, reassessment, 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 Real Property and imposed upon Landlord, or (c) a license fee measured by the rent payable under this Lease, then all such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term “Direct Costs”. Notwithstanding anything to the contrary contained in this Article 3(c), there shall be excluded from Tax Costs all excess profits taxes, franchise taxes, transfer taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project). Any costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in its reasonable

attempts to protest, reduce or minimize Tax Costs shall be included in Tax Costs in the year such expenses are paid. Tax refunds shall be credited against Tax Costs and refunded to Tenant, regardless of when received, based on the year to which the refund is applicable.

          (ii) Tenant’s Payment of Certain Tax Costs . Notwithstanding anything to the contrary contained in this Lease, in the event that prior to the five (5) year anniversary of the Commencement Date (the “Proposition 13 Protection Period”) any one (1) or more sales or changes (or transfers) in ownership of the Real Property are consummated, and as a result thereof, and to the extent that in connection therewith, the Real Property is reassessed (the “Reassessment”) for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13 which reassessment results in an increase in Taxes (the increase in Taxes that results solely from any such reassessment as a result of a sale, refinancing or change (or Transfer) in ownership of the Real Property being consummated is referred to herein as the “Reassessment Increase”), then the Reassessment Increase shall be excluded from Tax Costs for purposes of determining Tenant’s Proportionate Share thereof.

          The amount of Tax Costs which Tenant is not obligated to pay or will not be obligated to pay during the Term in connection with a particular Reassessment pursuant to the terms of this Section 3(c)(ii), shall be sometimes referred to hereafter as a “Proposition 13 Protection Amount” If the occurrence of a Reassessment is reasonably foreseeable by Landlord and the Proposition 13 Protection Amount attributable to such Reassessment can be reasonably quantified or estimated for each Direct Costs Year commencing with the year in which the Reassessment will occur, the terms of this paragraph shall apply to each such Reassessment Upon notice to Tenant, Landlord shall have the right to purchase the Proposition 13 Protection Amount relating to the applicable Reassessment (the “Applicable Reassessment”), at any time during the Proposition 13 Protection Period, by paying to Tenant an amount equal to the “Proposition 13 Purchase Price,” as that term is defined below. As used herein, “Proposition 13 Purchase Price” shall mean the net present value of the Proposition 13 Protection Amount remaining during the Proposition 13 Protection Period, as of the date of payment of the Proposition 13 Purchase Price by Landlord. Such net present value shall be calculated by using the portion of the Proposition 13 Protection Amount attributable to each remaining year of the Proposition 13 Protection Period (as though the portion of such Proposition 13 Protection Amount benefited Tenant at the beginning of each month of each year of the Proposition 13 Protection Period), as the amounts to be discounted, and (ii) by using discount rates for each amount to be discounted equal to (A) the average rates of yield for United States Treasury Obligations with maturity dates as close as reasonably possible to the end of each year of the Proposition 13 Protection Period during which the portions of the Proposition 13 Protection Amount would have benefited Tenant, which rates shall be those in effect as of Landlord’s exercise of its right to purchase, as set forth herein, plus (B) two percent (2%) per annum. Upon such payment of the Proposition 13 Purchase Price, the provisions of the above paragraph shall not apply to any Tax Increase attributable to the Applicable Reassessment. Since Landlord is estimating the Proposition 13 Purchase Price because a Reassessment has not yet occurred, then when such Reassessment occurs, if Landlord has underestimated the Proposition 13 Purchase Price, Tenant’s Basic Rental next due shall be credited with the amount of such underestimation, and if Landlord overestimates the Proposition 13 Purchase Price, then upon notice by Landlord to Tenant, Basic Rental next due shall be increased by the amount of the overestimation. Any dispute over the Proposition 13 Purchase Price shall be resolved through arbitration pursuant to Article 38 below.

          (iii) “Operating Costs”, which shall mean all costs and expenses incurred by Landlord in connection with the maintenance, operation, replacement, ownership and repair of the Premises and the Project, the equipment, the intrabuilding network cable, adjacent walks and landscaped and common areas and the parking structure, areas and facilities of the Project (all as determined in accordance with sound real estate management practices consistently applied), including, but not limited to, salaries, wages, medical, surgical and general welfare benefits and pension payments, payroll taxes, fringe benefits, employment taxes, workers’ compensation, uniforms and dry. cleaning thereof for all persons who perform duties connected with the operation, maintenance and repair of the Project up to the level of portfolio manager and building engineer, its equipment, the intrabuilding network cable, and the adjacent walks and landscaped areas, including janitorial, gardening, security, parking, operating engineer, elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air conditioning, window washing, hired

services; a reasonable allowance for depreciation of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, third party accountant’s fees incurred in the preparation of rent adjustment statements; reasonable, third-party legal fees (other than those incurred in connection with the negotiating of leases, collecting rents, eviction of tenants or other legal proceedings to enforce the provisions of any lease), real estate tax consulting fees which are reasonably anticipated to reduce Operating Costs, personal property taxes on property used in the maintenance and operation of the Project, fees, costs, expenses or dues payable pursuant to the terms of any covenants, conditions or restrictions or owners’ association pertaining to the Project; capital expenditures reasonably incurred to effect economies of operation of, or stability of services to, the Project (only to the extent of costs savings reasonably anticipated by Landlord at the time of such expenditure to be achieved in connection therewith) and capital expenditures required by government regulations, laws, or ordinances, including, but not limited to the American with Disabilities Act; provided however that any such permitted capital expenditure shall be amortized (with interest at eight percent (8%) per annum) over its useful life; the cost of all charges for electricity, gas, water and other utilities furnished to the Project, including any taxes thereon; the cost of all charges for fire and extended coverage, liability and all other insurance for the Project carried by Landlord; the cost of all building and cleaning supplies and materials; the cost of all charges for cleaning, maintenance and service contracts and other services with independent contractors for work they performed in connection with the operation, maintenance or repair of the Project, its equipment and the adjacent walks, plaza and landscape areas, except to the extent any such costs would be otherwise expressly limited or included herein, and administration fees; a property management fee (which fee shall initially equal four percent (4%) of Direct Costs annually, and which may be imputed if Landlord has internalized management or otherwise acts as its own property manager; provided, however, that if the property management fee is modified at any time during the Term, the Direct Costs for the Base Year shall be modified by a corresponding amount); and license, permit and inspection fees relating to the Project (but not in connection with the initial development). In the event, during any Direct Costs Year including the Base Year, the Project is less than ninety-five percent (95%) occupied at all times (including times when there are no occupants of the Project), the variable components of Operating Costs shall be adjusted to reflect the Operating Costs of the Project as though ninety-five percent (95%) were occupied at all times, and the increase or decrease in the sums owed hereunder shall be based upon such Operating Costs as so adjusted.

     Notwithstanding anything above to the contrary, Operating Costs shall not include (1) the cost of providing any service directly to and paid directly by any tenant (outside of such tenant’s Direct Cost payments); (2) costs of any items (including, but not limited to, costs incurred by Landlord for the repair or damage to the Project) to the extent Landlord receives reimbursement from insurance proceeds (such proceeds to be deducted from the Operating Costs in the year in which received but only to the extent the repair costs covered by said proceeds were otherwise included in Operating Costs) or from a third party (such proceeds to be credited to the Operating Costs in the year in which received, but only to the extent the costs for which Landlord is reimbursed were otherwise included in Operating Costs), except that any deductible amount under any insurance policy shall be included within the Operating Costs of the Project (provided that the deductible portion of any earthquake and/or flood insurance carried by Landlord shall be amortized over 20 years)); (3) any real estate brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu of commission; (4) depreciation, amortization of principal and interest on mortgages or ground lease payments (if any); (5) costs of items considered capital repairs, capital expenditures, or capital replacements, improvements or equipment under generally accepted accounting principles consistently applied, except as expressly included in Operating Costs pursuant to the definition above; (6) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project or any law, code, regulation, ordinance or the like; (7) Landlords general corporate overhead and general and administrative expenses; (8) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (9) costs incurred to remove, remedy, contain, or treat any Hazardous Material, as that term is defined in Article 28 of this Lease, except for the removal of specific tangible items left at the Project by third parties, the removal of which would traditionally be considered a normal expense of maintenance, such as removal of motor oil from the parking lot; (10) costs incurred in connection with the original construction, permitting, licensing and development of the Project; (11) marketing costs, legal fees, space planners fees and advertising and promotional expenses incurred in connection with

the original development, subsequent improvement, or original or future leasing or subleasing or assignment of the Project; (12) any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of any kind; (13) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants; (14) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; provided that in no event shall Operating Costs include wages and/or benefits attributable to personnel above the level of portfolio manager, on-site Project manager or on-site Project engineer; (15) penalties and interest; (16) amounts paid as ground rental or as rental for the Project by the Landlord; (17) costs of inspecting and correcting defects in the Project (including without limitation, defects discovered as a result of earthquake damage and any other patent or latent defects in the Project) and costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities); (18) expenses in connection with services or other benefits which are not offered or made available to Tenant or for which Tenant is charged directly but which are provided to another tenant or occupant of the Project without a separate charge; (19) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis, which parties render services in the Comparable Buildings; (20) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment, the cost of which, if purchased, would be excluded from Operating Costs as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project; (21) electric power costs or other utility costs for which any tenant directly contracts with the local public service company, (22) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (23) tax or any other penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments when due; (24) fees and reimbursements payable to Landlord (including its parent organization, subsidiaries and/or affiliates) or by Landlord for, management of the Project, which materially exceed the amount which would normally be paid to a company, in connection with the management of Comparable Buildings, with a general reputation for excellence and integrity used at “arm’s length” and which is not, directly or indirectly, affiliated with Landlord; (25) any costs expressly excluded from Operating Costs elsewhere in the Lease; (26) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space materially exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings in the vicinity of the Project, with adjustment where appropriate for the size of the applicable project; (27) all assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law (except to the extent inconsistent with the general practice of the Comparable Buildings) and shall be included as Operating Costs in the year in which the assessment or premium installment is actually paid; (28) costs arising from the negligence or willful misconduct of Landlord or its agents, employees, vendors, contractors, or providers of materials or services; (29) costs arising from Landlord’s charitable or political contributions; and (30) depreciation, amortization and interest payments, except as specifically included in the Operating Costs pursuant to the terms of this Lease and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (31) advertising and

promotional expenditures, and costs of signs in or on the Project identifying the owner of the Project or other tenants’ signs, except for Project directories or Project standard signage; (32) costs of installing, maintaining and operating any specialty service operated by Landlord, including without limitation, any luncheon club or athletic facility, or the repair thereof; (33) any reserves retained by Landlord; (34) any entertainment, dining or travel expenses for any purpose; (35) any finders fees, brokerage commissions, job placement costs or job advertising cost, other than with respect to a receptionist or secretary in the Project office, once per year; (36) any above Building standard cleanup, including construction and special events cleanup (other than special events where Tenant is invited); (37) in-house legal and/or accounting (as opposed to office building bookkeeping) fees in excess of market rates; (38) legal fees and costs, settlements, judgments or awards paid or incurred because of disputes between Landlord and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants or providers of goods and services to the Project; (39) the costs of any flowers, gifts, balloons, etc. provided to any prospective tenants, Tenant, other tenants, and occupants of the Building, except to the extent such costs are customarily included in operating expenses by landlords of Comparable Buildings; (40) costs reimbursed to Landlord under any warranty carried by Landlord for the Building and/or the Project, which warranties Landlord shall use commercially reasonable efforts to enforce; (41) costs of magazine and newspaper subscriptions to the extent not customary in Comparable Buildings; (42) costs associated with material portions of the Common Areas dedicated for the exclusive use of other tenants of the Project, except to the extent Tenant is given its pro-rata share (rentable square feet in the Premises in relation to the rentable square feet in the Project) of comparable Common Areas (defined below); and (43) costs to bring the Project and Premises into compliance with all covenants, conditions and restrictions, laws, statutes, ordinances and governmental regulations or requirements in effect as of the Commencement Date (collectively, the “Excluded Items”).

     (d)  Determination of Payment.

          (i) If for any Direct Costs Year ending or commencing within the Term, Direct Costs for such Direct Costs Year exceeds Direct Costs for the Base Year, then Tenant shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii), below, and as additional rent, an amount equal to Tenant’s Proportionate Share of the excess (the “Excess”). If for any Direct Costs Year ending or commencing within the Term, Direct Costs for such Direct Costs Year are less than Direct Costs for the Base Year, then, provided that no Event of Default by Tenant under this Lease shall then be in effect, Landlord shall pay to Tenant, within thirty (30) days after Landlord’s determination of Direct Costs for such Direct Costs Year, the amount equal to Tenant’s Proportionate Share of the amount by which Direct Costs for such Direct Costs Year are less than Direct Costs for the Base Year.

     Notwithstanding the foregoing, in no event shall Tenant’s Proportionate Share of the amount by which Direct Controllable Costs (as defined below) for any Direct Costs Year exceeds the Direct Controllable Costs for the Base Year increase by more than five percent (5%), calculated on a cumulative and compounded basis, from Tenant’s Proportionate Share of said excess for the immediately preceding Direct Costs Year. “Direct Controllable Costs” shall mean all Operating Costs, except for the following: (A) the cost of all charges for electricity, gas, water and other utilities furnished to the Project, including any taxes thereon; (B) expenses incurred by Landlord in connection with the Project for labor (including unionized labor expenses), including, but not limited to, salaries, wages, medical, surgical and general welfare benefits and pension payments, payroll taxes, fringe benefits, employment taxes, workers’ compensation, uniforms and dry cleaning thereof for all persons who perform duties connected with the operation, maintenance and repair of the Project; (C) the cost of all charges for fire and extended coverage, liability and all other insurance for the Project carried by Landlord; and (D) costs incurred in connection with upgrading the Premises and/or Project to comply with disability, life, seismic, fire and safety codes, ordinances, statutes, or other laws which become effective on or after the Commencement Date.

          (ii) Landlord shall give Tenant a reasonably detailed yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Costs for the then-current Direct Costs Year shall be and the estimated Excess (the “Estimated Excess”) as calculated by comparing Direct Costs for such Direct Costs Year, which shall be based upon the Estimate, to Direct Costs for the Base

Year. Landlord shall endeavor to deliver the Estimate Statement to Tenant on or before April 30th of each year. Subject to section (iii) below, the failure of Landlord to timely furnish the Estimate Statement for any Direct Costs Year shall not preclude Landlord from enforcing its rights to collect any Estimated Excess under this Article 3. If pursuant to the Estimate Statement an Estimated Excess is calculated for the then-current Direct Costs Year, Tenant shall pay, with its next installment of Monthly Basic Rental or within sixty (60) days after Tenant’s receipt of the Estimated Statement, whichever is later, a fraction of the Estimated Excess for the then-current Direct Costs Year (reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator the number of months which have elapsed in such current Direct Costs Year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the Monthly Basic Rental installments, an amount equal to one-twelfth (1/12th) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.

          (iii) In addition, Landlord shall endeavor to give to Tenant on or before the first day of April following the end of each Direct Costs Year, a statement (the “Statement”) which shall state the Direct Costs incurred or accrued for such preceding Direct Costs Year, and which shall indicate the amount, if any, of the Excess. Upon receipt of the Statement for each Direct Costs Year during the Term, if amounts paid by Tenant as Estimated Excess are less than the actual Excess as specified on the Statement, Tenant shall pay, on the later to occur of (i) thirty (30) days (hereafter, or (ii) the next installment of Monthly Basic Rental due, the full amount of the Excess for such Direct Costs Year, less the amounts, if any, paid during such Direct Costs Year as Estimated Excess. If, however, the Statement indicates that amounts paid by Tenant as Estimated Excess are greater than the actual Excess as specified on the Statement, such overpayment shall be credited against Tenant’s next installments of Basic Rental or Estimated Excess. Except as provided below, the failure of Landlord to timely furnish the Statement for any Direct Costs Year shall not prejudice Landlord from enforcing its rights under this Article 3; provided, however, that if Landlord fails to furnish Tenant with a Statement within thirty-six (36) months following the end of a Direct Costs Year (or fifteen (15) months following the expiration of the Term), then Landlord shall be precluded from enforcing its right to collect any Excess for such Direct Costs Year. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Proportionate Share of the Direct Costs for the Direct Costs Year in which this Lease terminates, (i) if an Excess is present, Tenant shall pay to Landlord within thirty (30) days after notice thereof an amount as calculated pursuant to the provisions of this Article 3(d), and (ii) if Tenant overpaid, such overpayment shall be reimbursed to Tenant within thirty (30) days following the expiration of the Term. The provisions of this Section 3(d)(iii) shall survive the expiration or earlier termination of the Term.

          (iv) Within two hundred forty (240) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm) designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect and copy Landlord’s records at Landlord’s offices in Los Angeles or Orange County, provided that no Event of Default by Tenant shall then be in effect and provided further that such accountant is not compensated on a contingency fee basis. Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement (provided that Tenant does not waive the right with respect to Statements for subsequent Direct Costs Years to dispute any amounts set forth in said Statement for the Base Year). If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant mutually selected by Landlord and Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and

the accountant the information upon which the certification is to be based and shall provide reasonable supporting documentation requested by Tenant. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than four percent (4%), then the cost of Tenant’s accountant, the accountant engaged by Landlord, and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification.

          (v) Tenant acknowledges that the Project is a multi-building development, and that certain Direct Costs are attributable to the Project as a whole (and not attributable solely to any individual building therein), and shall therefore be allocated by Landlord to the Project and to the buildings within the Project on a proportionate basis based on the square footage of each of the buildings in the Project compared to the total square footage of all of the buildings in the Project, as set forth in Article 1.E above.

ARTICLE 4 — Intentionally Omitted

ARTICLE 5 — Holding Over

     Should Tenant, without Landlord’s written consent, hold over after termination of this Lease, Tenant shall become a tenant from month-to-month, only upon each and all of the terms herein provided as may be applicable to a month-to-month tenancy, and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay in advance, monthly rent equal to one hundred twenty-five percent (125%) of the Basic Rental rate in effect for the last month of the Term of this Lease, in addition to, and not in lieu of, all other payments required to be made by Tenant hereunder, including, but not limited to, Tenant’s Proportionate Share of any increase in Direct Costs. Nothing contained in this Article 5 shall be construed as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or earlier termination of the Term. If Tenant fails to surrender the Premises without Landlord’s consent upon the expiration or termination of this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from all reasonable costs, loss, expense or liability suffered or incurred by Landlord (excluding any consequential damages) so long as Tenant was given notice, at least sixty (60) days prior to the expiration or earlier termination of the term of this Lease, of the potential claim should Tenant fail to timely surrender the Premises.

ARTICLE 6 — Personal Property Taxes

     Tenant shall pay, prior to delinquency, all taxes assessed against or levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises. In the event any or all of Tenant’s trade fixtures, furnishings, equipment and other personal property shall be assessed and taxed with property of Landlord, Tenant shall pay to Landlord its share of such taxes within thirty (30) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s property, as reasonably determined by Landlord. Tenant shall assume and pay to Landlord at the time of paying Basic Rental any excise, sales, use, rent, occupancy, garage, parking, gross receipts or other taxes (other than net income taxes) which may be imposed on or on account of letting of the Premises or the payment of Basic Rental or any other sums due or payable hereunder, and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted. Tenant shall pay directly to the party or entity entitled thereto all business license fees, gross receipts taxes and similar taxes and impositions which may from time to time be assessed against or levied upon Tenant, as and when the same become due and before delinquency. Notwithstanding anything to the contrary contained herein, any sums payable by Tenant under this Article 6 shall not be included in the computation of “Tax Costs.”

ARTICLE 7 — Use

     (a) Tenant shall use and occupy the Premises only for the use set forth in Article 1.G. of the Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be

used or occupied for any other purpose without the prior written consent of Landlord, which Landlord consent may be given or withheld in Landlord’s sole and absolute discretion, and Tenant agrees that it will use the Premises in such a manner so as not to unreasonably interfere with or infringe upon the rights of any other tenants in the Project. Except for items which are Landlord’s responsibility hereunder, Tenant shall, at its sole cost and expense, promptly comply with all covenants, conditions and restrictions, laws, statutes, ordinances and governmental regulations or requirements now in force or which may hereafter be in force relating to or affecting (i) the condition, use or occupancy of the Premises, excluding changes to the Premises or its systems not related to Tenant’s particular use of the Premises (for other than normal and customary general office operations), and (ii) improvements installed or constructed in the Premises by or for the benefit of Tenant. Notwithstanding the foregoing, Tenant shall not be responsible for the cost of complying with any existing covenants, conditions and restrictions, laws, statutes, ordinances or governmental regulations or requirements relating to or affecting any portion of the Project other than the Premises required as a result of such initial tenant improvements installed or constructed in the Premises by or for the benefit of Tenant (e.g., modifications to the Project parking facilities). Except as otherwise provided in Article 14(e) below, Tenant shall not do or permit to be done anything which would invalidate or increase the cost of any fire and extended coverage insurance policy covering the Project and/or the property located therein and Tenant shall comply with all rules, orders, regulations and requirements of any organization which sets out standards, requirements or recommendations commonly referred to by major fire insurance underwriters.

     (b) Tenant agrees not to keep any trash, garbage, waste or other refuse on the Premises except in sanitary containers and, except for trash removal which is the Landlord’s responsibility under Article 11 (unless Tenant elects otherwise pursuant to Article 9 below), agrees to regularly and frequently remove same from the Premises in accordance with commercially reasonable standards. Except for trash removal which is the Landlord’s responsibility under Article 11 (unless Tenant elects otherwise), Tenant shall keep all containers or other equipment used for storage of such materials in a clean and sanitary condition. Tenant shall keep the sewage disposal system free of all obstructions and in good operating condition. If the volume of Tenant’s trash becomes excessive in Landlord’s reasonable judgment, when compared to similar companies and similar business operations, Landlord shall have the right to charge Tenant for additional trash disposal services and/or require that Tenant shall, at its own cost, retain a licensed, bonded professional pest and sanitation control service to perform inspections of the Premises not less frequently than once every thirty (30) days for the purpose of eliminating infestation by and controlling the presence of insects, rodents and vermin and shall promptly cause any corrective or extermination work recommended by such service to be performed. Such work shall be performed pursuant to a written contract, a copy of which shall be delivered to Landlord by Tenant upon request. Tenant shall prevent odors from the Premises from permeating the Project and shall prevent any noises on the Premises which will unreasonably interfere or cause annoyance to any of the occupants of the Project.

     (c) In the event Tenant ceases operations at the Premises for a period in excess of thirty (30) consecutive days at any time during the last nine (9) months of the Lease Term, and such cessation is not due to an event of Force Majeure, a subletting of all or a portion of the Premises to which Landlord has consented in writing or has deemed to have consented (with respect to which sublet area Landlord shall not have recapture rights), or any other reason to which Landlord has consented in writing, Landlord shall have the option, by giving thirty (30) days prior written notice to Tenant, to terminate this Lease with respect to the entire Premises (other than the portion of the Premises being subleased); provided, however, that notwithstanding the foregoing, Tenant shall have the right to vitiate Landlord’s election by delivering written notice to Landlord of its intent to recommence operations at the Premises and doing so within such thirty (30) day period.

ARTICLE 8 — Condition of Premises

     (a) Subject to any latent defects, structural defects and any covenants and/or representations by Landlord set forth in this Lease, and Landlord’s obligations under this Lease, Tenant hereby agrees that, except as provided in the Work Letter attached hereto as Exhibit “D” and Pricing Plan, the Premises shall be taken “as is,” “without any representations or warranties.” Tenant acknowledges that neither Landlord nor any agent nor any employee of

Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law.

     (b) Intentionally Omitted.

     (c) Tenant shall be responsible, at its expense, for the costs of compliance with all covenants, conditions and restrictions, laws, statutes, ordinances and governmental regulations or requirements in effect (including, without limitation, ADA), resulting from or arising out of (i) any particular use of the Premises or specific acts of Tenant (other than for normal and customary general office operations), and/or (ii) any Alterations performed by or on behalf of Tenant in the Premises, other than the initial tenant improvements. Tenant shall not have any responsibility or liability for violations of any law, ordinance, rule or regulation relating to the Premises and/or the Project existing as of the Commencement Date; provided, however, that Tenant shall be responsible or liable for violations of any law, ordinance, rule or regulation relating to the Premises and/or the Project existing as of the Commencement Date if and to the extent that Tenant performs any Alterations to the Premises during the Term which trigger the implementation of any such law, ordinance, rule or regulation.

     (d) Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein (if performed in the normal course of maintenance and/or replacement): (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Project; (ii) to alter, close or relocate any facility in the Common Areas, or otherwise conduct any of the above activities for the purpose of complying with laws, rules and regulations applicable to the Project, including, without limitation, removing that “breezeway” and related improvements that, as of the Effective Date, runs between the Premises and the Adjacent Building; and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use its commercially reasonable efforts to perform any such work so as not to materially or adversely interfere with Tenant’s use of, or ingress or egress to, the Premises or parking facilities. In no event shall Tenant be permitted to (x) withhold or reduce Basic Rental or other charges due hereunder as a result of same, or (y) otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations, except as specifically set forth in this Lease; provided, however, that Tenant shall not be deemed to have waived any such claims against Landlord as provided in (y) above if such interruption or interference with Tenant’s business and/or operations results from the negligence or willful misconduct of Landlord, its employees, agents, representatives or contractors. Further, Landlord shall use commercially reasonable efforts to minimize any such interruption or interference.

     (e) Tenant’s rights to the Premises include the right to use and access the janitorial closet and the electrical and telephone rooms, if any, on the floors containing the Premises as reasonably necessary for Tenant’s effective and efficient use of the Premises, and the right to enter such areas to service its equipment, provided such rights shall be (i) scheduled with Landlord; (ii) subject to Landlord’s right of use and access; (iii) subject to Landlord’s right to have a representative present to supervise said use and access; and (iv) subject to Landlord’s reasonable rules and regulations. Tenant shall have the right to use, or access, any ceilings or space above the ceilings on the floor containing the Premises to the extent necessary to service Tenant’s equipment in the Premises and to run wires, cables and other conduits to the Premises and to use such space as necessary for providing utility services to the Premises, such as the installation of computer cable conduits to the extent permitted by applicable laws; provided, however, all such work shall be (A) scheduled with Landlord, (B) subject to Landlord’s right of access to other tenants’ premises, (C) completed in a manner which creates the minimal reasonable interference with such other tenants, if any, (D) subject to Landlord’s right to have a representative present to supervise said work, and (E) subject to Landlord’s reasonable rules and regulations. Notwithstanding anything to the contrary set forth in this Lease, in no event shall Tenant take any action in the Premises or the Project which may materially adversely affect the Project structure or the building systems without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion.

     (f) Tenant shall have the non-exclusive right to use in common with other tenants in the Project, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants or occupants of the Project, including the parking facilities (such areas are collectively referred to herein as the “Common Areas”), subject to the rules and regulations referred to in Article 30(h) of this Lease as such may be amended from time to time, as long as such rules and regulations do not unreasonably interfere with the rights granted to Tenant in this Lease and the permitted use granted under Article 7 of this Lease. In connection with Landlord’s right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas, as provided above, no such changes shall be permitted on more than a temporary basis which materially reduce Tenant’s access or rights hereunder unless required by law or in the event of emergencies or required repairs and provided further that such work by Landlord will not unreasonably interfere with Tenant’s conduct of normal business operations from the Premises, except in the event of emergencies.

ARTICLE 9 — Repairs and Alterations

     (a) Landlord shall maintain and keep in a good condition and repair, as part of Operating Costs: (i) the structural portions of the Project including the foundation, floor/ceiling slabs, roof and curtain wall; (ii) the basic mechanical, electrical, lifesafety, plumbing, sprinkler systems and heating, ventilating and air-conditioning (“HVAC”) systems necessary for the operation of the Project and the provision of services and utilities as required herein (collectively, the “Project Systems”); and (iii) exterior glass, beams, shafts and columns, and the Common Areas, including stairs, stairwells and elevator cabs. Except as expressly provided as Landlord’s obligation in this Article 9, and subject to reasonable wear and tear, Tenant shall keep the non-structural elements of the Premises in good condition and repair (other than Project Systems and equipment and structural parts of the Premises), except to the extent the necessity for any such repairs or replacements results from the negligence or willful misconduct of Landlord, its employees, agents, representatives or contractors. Notwithstanding the foregoing, but subject to the terms of Article 14(d) below, all damage or injury to the Premises or the Project to the extent resulting from the negligence or willful misconduct of Tenant, its employees, agents or visitors, guests, invitees or licensees or by the use of the Premises shall be promptly repaired by Tenant, at its sole cost and expense, to the reasonable satisfaction of Landlord; provided, however, that for any repairs that may impact the structure or mechanical, electrical, plumbing, heating, ventilation or air conditioning systems of the Project, Landlord shall have the right (but not the obligation) to select the contractor (if competitively priced) and oversee all such repairs. Landlord may make any repairs which are not promptly made by Tenant after Tenant’s receipt of written notice and the reasonable opportunity of Tenant to make said repair within fifteen (15) business days from receipt of said written notice, and charge Tenant for the reasonable cost thereof, which cost shall be paid by Tenant within thirty (30) business days from invoice from Landlord. Notwithstanding the foregoing, Landlord may make any repairs pursuant to the preceding sentence prior to said 15th business day in the event the condition which necessitates such repair work constitutes a safety or health hazard to occupants of the Project or otherwise constitutes a dangerous condition (in which event Landlord may make said repairs as soon as reasonably necessary given the particular circumstances). Except in the case of emergency, Landlord shall provide Tenant with forty-eight (48) hours prior written notice (unless such entry is approved by the on-site manager for a lesser time period or with respect to janitorial or normal periodic minor maintenance and upkeep) of Landlord’s intent to enter the Premises, shall use reasonable efforts to minimize any interference to Tenant, shall reasonably schedule such entries with Tenant and shall attempt to make all such entries during normal business hours. Tenant shall be responsible for the design and function of all non-standard improvements of the Premises, whether or not installed by Landlord at Tenant’s request. Except as otherwise set forth in Section 9(b) below, Tenant waives all rights to make repairs at the expense of Landlord, or to deduct the cost thereof from the rent. Tenant shall make no alterations, changes or additions in or to the Premises (collectively, “Alterations”), (except in cases of emergency where Tenant’s conduct of the Permitted Use hereunder is adversely and materially affected, in which case Tenant will notify Landlord in writing at least two (2) business days prior to the commencement of any Alterations), without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed (and shall be granted or denied within fifteen (15) business days after Tenant’s request therefor is received by Landlord and Landlord has received all information reasonably requested by Landlord in connection with

reviewing said request), and then only by contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question (if required), to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall construct such alterations in a good and workmanlike manner, in conformance with all applicable, federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s reasonable, nondiscriminatory construction rules and regulations. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations. Prior to the commencement of any alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood that all such Alterations shall be insured by Tenant pursuant to Article 14 of this Lease immediately upon completion thereof. If permitted Alterations are made, they shall be made at Tenant’s sole cost and expense and shall be and become the property of Landlord, except that Landlord may, by written notice to Tenant given concurrently with Landlord’s consent to said Alterations, or with respect to Cosmetic Alterations, within ten (10) business days after Tenant notifies Landlord of the same, require Tenant at Tenant’s expense to remove all partitions, counters, railings and other Alterations installed by Tenant, and to repair any damages to the Premises caused by such removal. Landlord shall be required to give notice along with Landlord’s consent if Landlord is electing to consider such Alteration the property of Landlord or whether the same must be removed upon the expiration or earlier termination of this Lease. Any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenant’s plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and expense. Notwithstanding the above, Tenant shall have the right, without Landlord’s consent but upon ten (10) business days prior written notice to Landlord, to make non-structural additions and alterations (“Cosmetic Alterations”) to the Premises that do not (i) affect the exterior appearance of the Project, or (ii) affect the Project’s systems or the Project’s structure. With regard to repairs, Alterations or any other work arising from or related to this Article 9 which Landlord performs on Tenant’s behalf, Landlord shall be entitled to receive an administrative/supervision fee (the “Alteration Supervisory Fee”) of four percent (4%) of the total cost of all work performed (exclusive of any architectural, design, construction consultant or engineering fees, permitting costs and any other soft costs). Notwithstanding anything to the contrary set forth in this Lease, Tenant shall be responsible for removing all cabling in the Premises installed by or on behalf of Tenant upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant of its election to retain same.

(b) Tenant’s Right to Make Repairs .

          (i) Tenant’s Actions . If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to an obligation of Landlord under the terms of this Lease (hereinafter, a “Required Action”), and Landlord fails to proceed to take such action as required by the terms of this Lease within ten (10) days (and thereafter to proceed with due diligence to complete the Required Action), then Tenant may proceed to take the Required Action upon delivery of an additional fifteen (15) days notice to Landlord (except in cases of emergency where Tenant’s conduct of the Permitted Use hereunder is adversely and materially affected, in which case two (2) business days after receipt of such notice or such later period of time as is reasonably necessary to commence such corrective action) specifying that Tenant is taking such Required Action (unless Landlord proceeds to take the Required Action within said additional 2-business day period or 15-day period, as the case may be), and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable, out-of-pocket costs and expenses in taking such action plus interest at the Interest Rate. In the event Tenant takes such action and such work will affect the systems and equipment, structure of the Project or exterior appearance of the Project, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work, in

which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable projects.

          (ii) Payment of Costs . If Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action under Section 9(b)(i), above, which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from the Rent payable by Tenant under this Lease the amount set forth in such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from the Rent, but as Tenant’s sole remedy (except as set forth in Article 16, below), Tenant may proceed to arbitration against Landlord to collect the amount set forth in the subject invoice. In the event Tenant prevails in such legal proceedings and receives a judgment against Landlord, then Landlord shall pay such judgment to Tenant within thirty (30) days of such judgment being entered with interest thereon at the Interest Rate. If such judgment is not so paid, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease in the amount of such judgment together with interest thereon at the Interest Rate from the date Tenant advanced the funds until the date of such deduction.

ARTICLE 10 — Liens

     Tenant shall keep the Premises and the Project free from any mechanics’ liens, vendors’ liens, or any other liens arising out of any work performed, materials furnished, or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and hold harmless Landlord from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorney’s fees incurred by Landlord in connection with any such claim or action. Before commencing any work of alteration, addition or improvement to the Premises, Tenant shall give Landlord at least ten (10) business days’ written notice (except in the event of an emergency where Tenant’s conduct of the Permitted Use hereunder is adversely and materially affected) of the proposed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non— responsibility). In the event that there shall be recorded against the Premises or the Project or the Property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within fifteen (15) days of Tenant’s receipt of notice of such filing, then unless Tenant has posted a bond against said lien, Landlord shall have the right but not the obligation to pay and discharge said lien. All sums paid by Landlord on behalf of Tenant and all expenses incurred by Landlord in connection therefor shall be payable to Landlord by Tenant on demand with interest at the Interest Rate as Additional Rent.

ARTICLE 11 — Protect Services

     (a) Landlord agrees to furnish to the Premises, at a cost to be included in Operating Costs, from 7:00 a.m. to 7:00 p.m., Mondays through Fridays, and from 8:00 a.m. to 1:00 p.m. on Saturdays, excepting New Years Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (collectively, “Holidays”), air conditioning and heat, all in such reasonable quantities as is reasonably necessary for the normal comfortable occupancy of the Premises. In addition, Landlord shall provide electric current for normal lighting and normal office machines, and elevator service and water on the same floor as the Premises for lavatory and drinking purposes as is reasonably necessary for general office use and in compliance with applicable codes; provided, however, that Tenant shall be responsible for paying for all utilities supplied to the 2727 Parcel, irrespective of whether the Premises (and/or parking field within the 2727 Parcel) is separately metered. Further, Tenant covenants and agrees to pay all utility hook-up and usage fees and costs directly to the applicable utility provider when and as due. Janitorial and maintenance services consistent with those services offered by comparable office buildings shall be furnished as part of Operating Expenses five (5) days per week, excepting Holidays. Tenant shall comply with all reasonable, nondiscriminatory rules and regulations which Landlord may reasonably

establish for the proper functioning and protection of the common area air conditioning, heating, elevator, electrical intrabuilding network cable and plumbing systems. Landlord shall not be liable for any loss of, or injury to, property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits however occurring and, except as otherwise set forth in this Lease, there shall be no rent abatement as a result of, any stoppage, reduction or interruption of any such services caused by governmental rules, regulations or ordinances, riot, strike, labor disputes, breakdowns, accidents, necessary repairs or other cause; provided, however, that if the Premises or a material portion of the Premises is rendered untenable for more than five (5) consecutive business days due to a stoppage, reduction or interruption of any such services due solely or predominantly to (i) the negligence or willful misconduct of Landlord or its contractors, employees or authorized agents, or (ii) Landlord’s failure to timely perform its obligations under this Lease, Basic Rental (and Operating Expenses, if and to the extent actually reimbursed to Landlord through rental interruption insurance proceeds) shall be equitably abated until such time as such services have been restored. Except as specifically provided in this Article 1I, from and after the Commencement Date, Tenant agrees to pay for all utilities and other services utilized in the Premises which are not separately metered, and additional building services furnished to Tenant not uniformly furnished to all tenants of the Project, at the rate generally charged by Landlord to tenants of the Project, and which in no event shall be at a higher rate than that customarily charged to comparable tenants in the north Orange County area.

     (b) Tenant will not, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, use any apparatus or device in the Premises, which will in any way increase the amount of water usually furnished or supplied for use of the Premises as general office space; nor connect any apparatus, machine or device with water pipes or electric current (except through existing electrical outlets in the Premises) for the purpose of using electric current or water.

     (c) If Tenant shall require electric current in any portion of the Premises on average in excess of five (5) watts per rentable square foot of such portion of the Premises during normal business hours, determined on an annual basis, Tenant shall first obtain the written consent of Landlord, which Landlord may not unreasonably withhold, to the use thereof (the “Excess Use”) and Landlord, at Tenant’s sole cost and expense, may cause an electric current meter or submeter to be installed in the Premises to measure the amount of such excess electric current consumed by Tenant.

     (d) If any lights, machines or equipment (other than standard general office equipment for comparable tenants) are used by Tenant in the Premises which materially affect the temperature otherwise maintained by the air conditioning system, or generate substantially more heat in the Premises than would be generated by the building standard tights and usual office equipment, Landlord shall have the right to install any machinery and equipment which Landlord reasonably deems necessary to restore temperature balance, including, but not limited to, modifications to the standard air conditioning equipment, and the cost thereof, including the cost of installation and any additional cost of operation and maintenance occasioned thereby,

     (e) If Tenant requires HVAC during times other than the times provided in the first sentence of Article 11(a) above, Tenant shall give Landlord such advance notice as Landlord shall reasonably require and shall pay, in addition to the utility usage, Landlord’s standard charge for such after-hours use (currently Ten Dollars ($10) per hour, subject to increase from time to time) for wear and tear on the HVAC equipment.

     (f) Landlord may impose a reasonable charge for any utilities or services (other than electric current and HVAC which shall be governed by the provisions above) utilized by Tenant in excess of the amount or type which Landlord is obligated to supply pursuant to this Lease.

     (g) Subject to Landlord’s approval as to the method of installation and type of security system, Tenant shall have the right to install its own security system and/or personnel provided (i) Landlord and its agents, representatives and employees shall be able to reasonably access the Premises for any purposes for which Landlord is entitled to access the Premises under this Lease (including, without limitation, for emergency purposes), (ii) the same does not interfere with the Project systems or equipment, (iii) Tenant shall indemnify, defend and hold

harmless Landlord from and against any and all claims, loss, damage or expenses suffered by Landlord resulting from or arising out of the installation of said security system or maintenance of security personnel, and (iv) upon Landlord’s request, Tenant shall remove any such system upon the expiration or earlier termination of this Lease and repair any damage caused by such removal.

     (h) To the best of Landlord’s knowledge, after duty of investigation, as of the Commencement Date, the existing Project Systems serving the Premises shall be in good working order.

ARTICLE 12 — Rights of Landlord

     Landlord and its agents shall have the right to enter the Premises at all reasonable times for the purpose of cleaning the Premises and at all other reasonable times upon 48 hours prior written notice (except in the case of emergency where no prior notice shall be required), for the purpose of examining or inspecting the same, serving or posting and keeping posted thereon notices as provided by law, or which Landlord deems necessary for the protection of Landlord or the Property, showing the same to prospective tenants during the last one (1) year of the Term, lenders or purchasers of the Project, in the case of an emergency, and for making such alterations, repairs, improvements or additions to the Premises or to the Project as Landlord may deem reasonably necessary or reasonably desirable. Landlord shall use reasonable efforts not to unreasonably interfere with Tenant’s business operations or access to the Premises, shall attempt to reasonably schedule such entries with Tenant and Landlord shall attempt to make entries during normal business hours. If Tenant shall not be personally present to open and permit an entry into the Premises at any time when such an entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key or may enter forcibly, only in the case of an emergency, without liability to Tenant except for any damage to the Premises caused by the negligence or willful misconduct of Landlord in any such entry, and without affecting this Lease.

ARTICLE 13 — Indemnity; Exemption of Landlord from Liability

     (a) Indemnity. Subject to the terms of Article 14(d) below, Tenant shall indemnify, defend and hold Landlord and Landlord’s partners, members, affiliates, agents, directors and employees (collectively, “Landlord Parties”) harmless from and against (i) any and all claims arising from (i) Tenant’s use of the Premises or the Project (including Tenant’s signage), (ii) any and all claims arising from any act, activity, work or thing which may be permitted or suffered by Tenant or any of Tenant’s partners, members, agents, directors, employees, contractors, invitees, patrons or customers in or about the Premises or the Project, (iii) any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease or arising from any acts or omissions of Tenant, any Tenant Parties (defined below) or any of Tenant’s contractors, invitees, patrons or customers in or about the Premises or the Project, and (iv) any and all costs, attorneys’ fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith.

          Subject to the terms of Article 14(d) below, Landlord shall indemnify, defend and hold Tenant and Tenant’s partners, members, affiliates, agents, directors and employees (collectively, “Tenant Parties”) harmless from and against any and all claims arising from (i) any and all claims arising from any act, activity, work or thing which may be permitted or suffered by Landlord or any of Landlord’s agents, contractors, employees or invitees, patrons, customers or members in or about the Premises or the Project, (ii) any breach or default in the performance of any obligation on Landlord’s part to be performed under this Lease or arising from any acts or omissions of Landlord or any of Landlord’s agents, contractors, employees or invitees, patrons, customers or members in or about the Premises or the Project, and (iii) from any and all costs, attorneys’ fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith.

          The provisions of this Article shall survive the expiration or earlier termination of this Lease. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against

Landlord, excepting where the damage, cost and liability is caused by the negligence or willful misconduct of Landlord or the Landlord Parties.

          Notwithstanding anything to the contrary set forth in this Lease, so long as Tenant compensates Landlord for insurance obtained by Landlord as part of Tenant’s Share of Operating Expenses, and because of the existence of the waivers of subrogation set forth in Section 14(d) of this Lease, Tenant shall be relieved of its indemnity obligation only with respect to any liabilities for Landlord’s property damage resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of Tenant’s agents, contractors, servants, employees or licensees, if and to the extent such liabilities are covered by insurance carried by Landlord and paid for in part by Tenant as part of Operating Expenses.

     (b)  Exemption of Landlord from Liability . Landlord shall not be liable for injury to Tenant’s business, or loss of income therefrom, or, except in connection with damage or injury resulting from the negligence or willful misconduct of Landlord, or its contractors, employees or authorized agents, for damage that may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees, customers, agents, or contractors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems or from intrabuilding network cable, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources or places and regardless of whether the cause of such damage or injury or the means or repairing the same is inaccessible to Tenant.

ARTICLE 14 — Insurance

     (a)  Tenant’s Insurance. Tenant, shall at all times during the Term of this Lease, and at its own cost and expense, procure and continue in force the following i