PARTICIPATION AGREEMENT

Participation Agreement

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ADOBE SYSTEMS INC | SELCO SERVICE CORPORATION | KEYBANK NATIONAL ASSOCIATION

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Title: PARTICIPATION AGREEMENT
Governing Law: California Date: 3/28/2007
Industry: Software and Programming Sector: Technology

EXHIBIT 10.2

PARTICIPATION AGREEMENT

dated as of March 26, 2007

among

ADOBE SYSTEMS INCORPORATED,
as Lessee,

SELCO SERVICE CORPORATION
(Doing Business in California as
OHIO SELCO SERVICE CORPORATION),
as Lessor,

KEYBANK NATIONAL ASSOCIATION,
as Purchaser,

ADOBE SYSTEMS INCORPORATED,
as Purchaser,

KEYBANK NATIONAL ASSOCIATION,
as Lender,

and

KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent,

with

KEY LEASE ADVISORY SERVICES
(a Division of Key Equipment Finance Inc.),
as Structuring Agent.

Extension of Lease Financing of Office Tower
Located in City of San Jose, Santa Clara County, California
for Adobe Systems Incorporated

Closing Date: March 26, 2007

TABLE OF CONTENTS

				Page

ARTICLE I		DEFINITIONS; INTERPRETATION		2
SECTION 1.1.			Definitions; Interpretation	2

ARTICLE II	[RESERVED]			2

ARTICLE III	FUNDING OF ADVANCES			2
SECTION 3.1.			Advances	2
SECTION 3.2.			Lessor’s Commitment	2
SECTION 3.3.			Purchasers’ Commitment	2
SECTION 3.4.			Lenders’ Commitment	3
SECTION 3.5.			Procedures for Advances	3

ARTICLE IV	CALCULATION OF BASIC RENT; YIELD; RETURN; INTEREST; FEES; PAYMENT			3
SECTION 4.1.			Calculation of Basic Rent	3
SECTION 4.2.			Interest on Loans	4
SECTION 4.3.			Return on Capital	4
SECTION 4.4.			Yield	4
SECTION 4.5.			Computation of Basic Rent and Yield	4
SECTION 4.6.			Prepayments	5
SECTION 4.7.			Fees	5
SECTION 4.8.			Place and Manner of Payments	5
SECTION 4.9.			[Reserved]	6
SECTION 4.10.			Accounting Terms; Computations	6
SECTION 4.11.			Late Payments; Default Rate	6

ARTICLE V	CERTAIN INTENTIONS OF THE PARTIES			7
SECTION 5.1.			Intent	7
SECTION 5.2.			Amounts Due Under Lease	8

ARTICLE VI	CLOSING DATE			8
SECTION 6.1.			Closing Date	8

ARTICLE VII	DISTRIBUTIONS		13
SECTION 7.1.		Basic Rent	13
SECTION 7.2.		Purchase Payments by the Lessee	14
SECTION 7.3.		Payment of Maximum Recourse Amount	15
SECTION 7.4.		Sales Proceeds of Remarketing of Property	15
SECTION 7.5.		Distribution of Payments After Lease Event of Default	16
SECTION 7.6.		Casualty and Condemnation Amounts	17
SECTION 7.7.		Supplemental Rent	17
SECTION 7.8.		Other Payments	17
SECTION 7.9.		Order of Application	18
SECTION 7.10.		Payments to Account	18
SECTION 7.11.		Pro Rata Treatment	18
SECTION 7.12.		Sharing of Payments	18

ARTICLE VIII	REPRESENTATIONS		19
SECTION 8.1.		Representations of the Lessee	19
SECTION 8.2.		Warranties and Representations of the Lessor	25
SECTION 8.3.		Representations of the Participants	27

ARTICLE IX	COVENANTS		29
SECTION 9.1.		Affirmative Covenants	29
SECTION 9.2.		Negative Covenants	34
SECTION 9.3.		Financial Covenant	38

ARTICLE X	GROUND LEASE		38
SECTION 10.1.		Ground Lease	38

ARTICLE XI	EXTENSION OF LEASE TERM		38
SECTION 11.1.		Right of Lessee to Extend	38

ARTICLE XII	TRANSFERS OF PARTICIPANTS’ INTERESTS		39
SECTION 12.1.		Assignments by Participants	39

SECTION 12.2.		Participations	41
SECTION 12.3.		Pledge Under Regulation A	41
SECTION 12.4.		Acknowledgment of Assignment of Lease and Rent	41

ARTICLE XIII	INDEMNIFICATION		42
SECTION 13.1.		General Indemnification	42
SECTION 13.2.		End of Term Indemnity	44
SECTION 13.3.		Environmental Indemnity	45
SECTION 13.4.		Proceedings in Respect of Claims	46
SECTION 13.5.		General Tax Indemnity	47
SECTION 13.6.		Indemnity Payments in Addition to Lease Obligations	52
SECTION 13.7.		Illegality	52
SECTION 13.8.		Inability to Determine Rates	52
SECTION 13.9.		Increased Costs	53
SECTION 13.10.		Funding Losses	53
SECTION 13.11.		Capital Requirements	54
SECTION 13.12.		Mitigation	55
SECTION 13.13.		Taxes on Payments	55
SECTION 13.14.		Survival	57

ARTICLE XIV	PAYMENT OF CERTAIN EXPENSES		57
SECTION 14.1.		Payment of Costs and Expenses	57
SECTION 14.2.		Brokers’ Fees and Stamp Taxes	58

ARTICLE XV	THE ADMINISTRATIVE AGENT		58
SECTION 15.1.		Appointment	58
SECTION 15.2.		Delegation of Duties	59
SECTION 15.3.		Exculpatory Provisions	59
SECTION 15.4.		Reliance by Administrative Agent	59
SECTION 15.5.		Notice of Default	60
SECTION 15.6.		Non-Reliance on Administrative Agent and Other Participants	60

iii

SECTION 15.7.		Indemnification	60
SECTION 15.8.		Administrative Agent in Its Individual Capacity	60
SECTION 15.9.		Successor Administrative Agent	61
SECTION 15.10.		Eligibility of the Administrative Agent	61

ARTICLE XVI	MISCELLANEOUS		62
SECTION 16.1.		Survival of Agreements	62
SECTION 16.2.		No Broker, etc	62
SECTION 16.3.		Notices	62
SECTION 16.4.		Counterparts	62
SECTION 16.5.		Amendments	62
SECTION 16.6.		Headings, etc	64
SECTION 16.7.		Parties in Interest	64
SECTION 16.8.		GOVERNING LAW	64
SECTION 16.9.		Severability	64
SECTION 16.10.		Liability Limited	65
SECTION 16.11.		Further Assurances	65
SECTION 16.12.		SUBMISSION TO JURISDICTION	65
SECTION 16.13.		Setoff	66
SECTION 16.14.		WAIVER OF JURY TRIAL	66
SECTION 16.15.		Special Provisions re Sales of Receivables	66
SECTION 16.16.		Special Provisions re Sales of Receivables to Lessee Parties	68
SECTION 16.17.		Treatment of Certain Information; Confidentiality	68

Participation Agreement

THIS PARTICIPATION AGREEMENT (this “Participation Agreement” ), dated as of March 26, 2007, is entered into by and among ADOBE SYSTEMS INCORPORATED, a Delaware corporation ( “Adobe” ), as the Lessee (the “Lessee” ); SELCO SERVICE CORPORATION, an Ohio corporation doing business in California as OHIO SELCO SERVICE CORPORATION, as Lessor (together with its permitted successors and assigns, the “Lessor” ); KEYBANK NATIONAL ASSOCIATION, and ADOBE SYSTEMS INCORPORATED, as the Purchaser (together with their respective permitted successors and assigns, the “Purchasers” ); KEYBANK NATIONAL ASSOCIATION, as the Lender (together with its permitted successors and assigns, the “Lender” ); and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Participants (together with its permitted successors and assigns in such capacity, the “Administrative Agent” ).

W I T N E S S E T H:

WHEREAS, the Lessor and the Lessee previously entered into a lease financing (the “Prior Transaction” ) pursuant to that certain Participation Agreement dated as of September 26, 2001 (the “Prior Participation Agreement” ), in order to construct Improvements on the parcel of land described on Schedule III hereto (together with all Appurtenant Rights relating thereto, the “Land” ; the Lessor’s interest in the Land, together with all Improvements from time to time located on the Land and all attachments and accessions thereto, collectively, the “Property” );

WHEREAS, the Lessor and the Lessee desire to refinance and extend the Prior Transaction;

WHEREAS, the Lessor desires to continue to lease to the Lessee, and the Lessee desires to continue to lease from the Lessor, the Property;

WHEREAS, the Lessor is willing to provide the funding of a portion of the costs of (a) the refinancing of the Property and (b) the Transaction Expenses incurred in connection with the transactions contemplated hereby;

WHEREAS, the Purchasers are willing to provide funding for a portion of the foregoing costs by purchasing undivided ownership interests in the Purchased Interests from the Lessor;

WHEREAS, the Lenders are willing to provide financing for a portion of the foregoing costs by making non-recourse Loans to the Lessor; and

WHEREAS, to secure such fundings (a) the Lessor will have the benefit of a first priority Lien on all of the right, title and interest of the Lessee in the Property and (b) the Lenders and Purchasers will have the benefit of (i) a Lien on the Lessor’s right, title and interest in the Property and (ii) an assignment of certain of the Lessor’s rights against the Lessee under the Lease;

NOW, THEREFORE, in consideration of the mutual agreements contained in this Participation Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

SECTION 1.1. Definitions; Interpretation . Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix A hereto for all purposes hereof (as such Appendix A may be amended, supplemented, amended and restated or otherwise modified from time to time, “Appendix A” ); and the rules of interpretation set forth in Appendix A shall apply to this Participation Agreement.

ARTICLE II

[Reserved].

ARTICLE III

FUNDING OF ADVANCES

SECTION 3.1. Advances.

(a) Advances . Subject to the conditions and terms hereof (including the conditions set forth in Section 6.1), the Lessor shall take the following actions at the written request of the Lessee:

(i) the Lessor shall make Advances hereunder (out of funds provided by itself, out of funds constituting Loan proceeds and out of funds representing the proceeds of the sale of the Purchased Interests) for the purpose of refinancing the Prior Transaction and paying the Fees and the Transaction Expenses due and payable on the Closing Date;

(ii) the Lessor shall lease the Property to the Lessee under the Lease and the Lease Supplement.

Notwithstanding any other provision hereof, there shall be only one (1) Advance hereunder, which shall be made on the Closing Date.

SECTION 3.2. Lessor’s Commitment . Subject to the conditions and terms hereof, the Lessor shall make available to the Lessee on the Closing Date an amount (the “Lessor Amount” ) in immediately available funds equal to the Lessor Percentage of the amount of the Advance being funded on the Closing Date.

SECTION 3.3. Purchasers’ Commitment . Subject to the conditions and terms hereof and of the Receivables Purchase Agreement, on the Closing Date, each Purchaser shall purchase an undivided percentage ownership interest in the Purchased Interests from the Lessor in an aggregate amount in immediately available funds equal to such Purchaser’s Pro Rata Share of such undivided percentage ownership interests.

SECTION 3.4. Lenders’ Commitment . Subject to the conditions and terms hereof and of the Loan Agreement, on the Closing Date, each Lender shall fund a Loan to the Lessor in an aggregate amount in immediately available funds equal to such Lender’s Pro Rata Share of such Loan.

SECTION 3.5. Procedures for Advances .

(a) General Procedures . With respect to the Advance being made hereunder on the Closing Date, the Lessee has given the Lessor and the Administrative Agent a Funding Request substantially in the form of Exhibit A hereto (the “Funding Request” ) (which Funding Request was delivered to the Administrative Agent not later than 2:00 p.m., (New York time), two (2) Business Days prior to the proposed Closing Date) specifying: (i) the amount of Advance requested, and (ii) wire transfer instructions for the disbursement of the proceeds of such Advance to the Administrative Agent under the Prior Transaction or to such other Persons specified in the Funding Request. Based upon the Funding Request, the Administrative Agent shall calculate the amounts of the Lessor Amounts, Capital and Loans required to fund the requested Advance, which amounts are equal to the Lessor Percentage, Purchaser Percentage and the Loan Percentage, respectively, of the Advance. On the basis of the Funding Request, on the Closing Date, (x) each Purchaser shall make its Pro Rata Share of the Capital available to the Lessor in care of the Administrative Agent at the Account by 2:00 p.m. (New York time) on the requested Closing Date, (y) each Lender shall make Loans in an amount equal to its respective Loan Commitment available to the Lessor in care of the Administrative Agent at the Account by 2:00 p.m. (New York time) on the requested Closing Date, and (z) the Lessor shall make its Commitment Percentage of the Advance available to the Administrative Agent at the Account by 2:00 p.m. (New York time) on the requested Closing Date. Promptly upon the Administrative Agent’s receipt of such funds from the Participants, the Administrative Agent shall wire such funds on the Closing Date to the Persons entitled thereto and to such accounts as the Lessee shall have indicated in the Funding Request.

(b) Use of Proceeds of Advance. The Advance has been made solely to provide the funds required to refinance the Prior Transaction and to pay the related Fees and Transaction Expenses.

ARTICLE IV

CALCULATION OF BASIC RENT; YIELD;
RETURN; INTEREST; FEES; PAYMENT

SECTION 4.1. Calculation of Basic Rent . Basic Rent shall be payable from time to time on each Rent Payment Date during the Lease Term in an amount equal to the sum of (a) all interest then due on the Loans, as calculated in accordance with Sections 4.2 and 4.11, (b) all Return then due on the Capital, as calculated in accordance with Sections 4.3 and 4.11, and (c) all Yield then due on the Lessor Amounts, as calculated in accordance with Sections 4.4 and 4.11.

SECTION 4.2. Interest on Loans.

(a) The Loans shall accrue interest computed and payable in accordance with the terms of the Loan Agreement. The Loans shall become due and payable at the dates and times provided under the Loan Agreement.

(b) The Administrative Agent shall distribute, in accordance with Article VII, the Lender Basic Rent and all other amounts due with respect to the Loans paid to the Administrative Agent by the Lessee under the Lease from time to time.

SECTION 4.3. Return on Capital.

(a) The Capital shall accrue Return computed and payable in accordance with the terms of the Receivables Purchase Agreement. The Capital shall become due and payable at the dates and times provided under the Receivables Purchase Agreement.

(b) The Administrative Agent shall distribute, in accordance with Article VII, the Purchaser Basic Rent and all other amounts due with respect to the Capital paid to the Administrative Agent by the Lessee under the Lease from time to time.

SECTION 4.4. Yield .

(a) The Lessor Amounts outstanding from time to time shall accrue yield ( “Yield” ) at a rate per annum equal to the Yield Rate. If all or any portion of the Lessor Amounts, any Yield payable thereon or any other amount payable hereunder shall not be paid when due (whether at stated maturity, acceleration thereof or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the Default Rate.

(b) All Yield on the Lessor Amounts and all other amounts due with respect to the Lessor Amounts shall be distributed by the Administrative Agent to the Lessor in accordance with Article VII.

(c) During the Lease Term, accrued Yield on the Lessor Amounts shall be due and payable (i) on each Rent Payment Date, (ii) on the date of any payment or prepayment, in whole or in part, of any Lessor Amount, on the Lessor Amount so paid or prepaid, and (iii) on the Expiration Date.

(d) If not repaid sooner, the aggregate outstanding amount of Lessor Amounts shall be repaid in full on the Expiration Date, subject to the provisions of Article XX of the Lease.

SECTION 4.5. Computation of Basic Rent and Yield. Interest on the Loans, Return on Capital and Yield on the Lessor Amounts shall be calculated on the basis of a 360-day year for the actual days elapsed at all times that such interest rate, Return Rate or Yield Rate, as the case may be, is determined by reference to the BBA LIBO Rate and, at all other times, on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Any change in the interest rate on the Loans, Return or the Yield Rate resulting from a change in the Base Rate or BBA LIBO Rate shall become effective as of the opening of business on the day on which such

change becomes effective. Each determination of the interest rate, Return Rate or Yield Rate by the Administrative Agent pursuant to any provision of this Participation Agreement or any other Operative Document shall be binding on the Lessee and the Participants in the absence of manifest error.

Any increase or decrease in the Applicable Capital Margin or the Applicable Loan Margin resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day following the date a Compliance Certificate is delivered pursuant to Section 9.1(b)(i)(a); provided, however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then the Applicable Capital Margin and the Applicable Loan Margin shall be determined based upon a Consolidated Leverage Ratio of greater than 2.00 to 1.00 as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such Compliance Certificate has been delivered by Lessee. The Applicable Capital Margin and the Applicable Loan Margin in effect from the Closing Date through the date the Compliance Certificate in respect of the fiscal quarter ending March 1, 2007 is delivered or required to be delivered shall be determined based upon a Consolidated Leverage Ratio of less than 1.00 to 1.00.

SECTION 4.6. Prepayments .

(a) Voluntary Prepayments . The Lessee shall have the right to prepay an amount equal to the aggregate outstanding Property Balance pursuant to the exercise of purchase options permitted under the Lease without premium or penalty; provided, however , that the Lessee shall pay all Break Costs in connection with any such prepayment. Each such prepayment with respect to the Property Balance shall be applied to the Loans, Capital and Lessor Amounts in the manner set forth in Article VII.

(b) Mandatory Prepayments . All amounts payable by the Lessee pursuant to Article XV, XVI, XVIII or XX of the Lease shall be used to prepay the Property Balance and shall be applied to the Loans, the Capital and the Lessor Amounts in the manner set forth in Article VII.

(c) Notice . The Lessee will provide notice to the Administrative Agent (which shall promptly notify the Lessor, Purchasers and Lenders) of any voluntary prepayment by 11:00 a.m. (New York time) on at least three (3) Business Days prior to the date of such voluntary prepayment.

SECTION 4.7. Fees. The fees of the Structuring Agent, as separately agreed to by the Lessee and the Structuring Agent (collectively, the “Fees” ), are due and payable by Lessee on the Closing Date and shall be included in and paid from the Advance.

SECTION 4.8. Place and Manner of Payments. Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent (as assignee of the Lessor pursuant to the Assignment of Lease and Rent) in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, to the Account not later than 2:00 p.m. (New York time) on the date when due, and the Lessor hereby directs the Lessee to pay to the Administrative Agent the Rent from time to time due under the Lease for

distribution by the Administrative Agent in accordance with Article VII. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Lessee shall, at the time it makes any payment under any Operative Document, specify to the Administrative Agent the Basic Rent, Supplemental Rent, Property Cost, Fees or other amounts payable by the Lessee hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Participants in such manner as the Participants may determine to be appropriate in respect of obligations owing by the Lessee). The Administrative Agent will distribute such payments to the Participants in accordance with Article VII if any such payment is received prior to 2:00 p.m. (New York time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to the Participants on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of LIBOR Loans/Capital/Lessor Amounts, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead by made on the preceding Business Day.

SECTION 4.9. [Reserved].

SECTION 4.10. Accounting Terms; Computations. Unless otherwise indicated in this Participation Agreement or any other Operative Document, all accounting terms used in this Participation Agreement or any other Operative Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP. If GAAP changes during the term of this Participation Agreement such that any covenants contained herein would then be calculated in a different manner or with different components, the Lessee, the Participants and the Administrative Agent agree to negotiate in good faith to amend this Participation Agreement in such respects as are necessary to conform those covenants as criteria for evaluating the Lessee’s financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however , that, until the Lessee, the Participants and the Administrative Agent so amend this Participation Agreement, all such covenants shall be calculated in accordance with GAAP as in effect immediately prior to such change.

SECTION 4.11. Late Payments; Default Rate. If all or any portion of Rent, Property Balance or any other amount payable to any Participant hereunder or under the other Operative Documents (whether in respect of interest, Return, Yield or other amounts) shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), then such overdue amount shall bear interest payable on demand, at a rate per annum that is equal to the Default Rate. Without duplication of the foregoing, upon the occurrence and during the continuance of any Lease Event of Default, the outstanding Property Balance and any other amounts owing to the Participants or the Administrative Agent hereunder or under the other Operative Documents shall bear interest, payable on demand, at a rate per annum that is equal to the Default Rate.

ARTICLE V

CERTAIN INTENTIONS OF THE PARTIES

SECTION 5.1. Intent .

(a) The parties hereto intend that, with respect to the Property and the Lease, (i) for financial accounting purposes with respect to the Lessee, (A) the Lease will be treated as an “operating lease” pursuant to Statement of Financial Accounting standards (SFAS) No. 13, as amended, (B) the Lessor will be treated as the owner and the lessor of the Property to which it holds title and the Lessee will be treated as the lessee of the Property, (ii) for federal and all state and local income tax purposes and bankruptcy purposes, (A) the Lease will be treated as a financing arrangement, and (B) the Lessee under the Lease will be treated as the owner of the Property and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes, and (iii) all risks relating to environmental matters shall be borne by the Lessee in accordance with the provisions of this Participation Agreement and the Lease.

(b) Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statutes of the United States of America or any state or commonwealth thereof affecting the Lessee or any other party to this Participation Agreement or any collection actions, the transactions evidenced by the Operative Documents are a financing made to the Lessee by the Lessor (using its own funds as well as funds provided by the Lenders and by the Purchasers as unrelated third parties).

(c) Notwithstanding anything else to the contrary set forth herein, each of the Lessee, each Participant and the Administrative Agent acknowledges and agrees that none of the other parties to this Participation Agreement has made any representations or warranties concerning the tax, accounting or (except as otherwise expressly contained in this Participation Agreement or other Operative Documents) legal characteristics of the Operative Documents and that each party to the Transaction, respectively, has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate.

(d) In furtherance of the intent of the parties as set forth in this Section 5.1, the Lessee hereby absolutely, unconditionally and irrevocably (i) agrees to pay in full when due (after giving effect to any applicable grace period), whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, all amounts owing by the Lessee under the Operative Documents (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Section 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (ii) indemnifies and holds harmless each party to this Participation Agreement for any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Person in enforcing any rights under this Section 5.1. ¥

SECTION 5.2. Amounts Due Under Lease. Anything else herein or elsewhere to the contrary notwithstanding, it is the intention of the Lessee and the Participants that: (a) the amount and timing of installments of Basic Rent due and payable from time to time from the Lessee under the Lease shall be equal to the aggregate payments due and payable as interest on the Loans, Return on Capital and Yield on the Lessor Amounts on each Rent Payment Date; (b) if the Lessee elects the Purchase Option or becomes obligated to purchase the Property under the Lease, then the Loans, the Capital, the Lessor Amounts, all accrued and unpaid interest, Return, Yield and Fees and all other obligations of the Lessee owing to the Administrative Agent, the Structuring Agent, and the Participants shall be due and payable in full by the Lessee on the date set forth in the Lease; (c) if the Lessee properly elects the Remarketing Option, the Lessee shall only be required to pay to the Lessor the proceeds of the sale of the Property, amounts payable pursuant to clause (i) of Section 20.1(m) of the Lease (not to exceed the Maximum Recourse Amount) and any amounts due pursuant to Article XIII hereof and Section 20.2 of the Lease; (d) upon the occurrence of a Lease Event of Default (and an acceleration of the Lessee’s obligation to purchase the Property or pay the Property Cost), the amounts then due and payable by the Lessee under the Lease shall include all amounts necessary to pay in full the Property Balance plus all other amounts then due from the Lessee under the Operative Documents; and (e) if the Lessee elects to purchase or is required to purchase the Property pursuant to Section 15.1, 16.2(e) or Article XVIII of the Lease, the amounts then due and payable by the Lessee shall include all amounts necessary to pay the Property Balance.

ARTICLE VI

CLOSING DATE

SECTION 6.1. Closing Date . Subject to satisfaction or waiver of the following conditions precedent, the Closing Date (the “Closing Date” ) for the transactions contemplated by this Participation Agreement (the “Transactions” ) shall be deemed to have occurred as of the date of this Participation Agreement, and the obligations of (i) the Lessor to make available the Lessor Amount on the Closing Date, (ii) the Purchasers to purchase the Purchased Interests on the Closing Date, and (iii) each Lender to make the Loan on the Closing Date shall be subject to satisfaction or waiver of the following conditions precedent:

(a) Participation Agreement . This Participation Agreement shall have been duly authorized, executed and delivered by the parties hereto.

(b) Lease; Memorandum of Lease. The Lessor and the Lessee shall have duly authorized, executed and delivered the Lease and the Memorandum of Lease.

(c) Loan Agreement; Notes . The Loan Agreement and the Notes issued thereunder shall have been duly authorized, executed and delivered by the parties thereto.

(d) Receivables Purchase Agreement; Certificates . The Receivables Purchase Agreement and the Certificates issued thereunder shall have been duly authorized, executed and delivered by the parties thereto.

(e) Assignment of Lease and Rent. The Assignment of Lease and Rent shall have been duly authorized, executed and delivered by the Lessor, as assignor, to the Administrative Agent, as assignee, and the Assignment of Lease and Rent shall have been consented to and acknowledged by the Lessee.

(f) Security and Assignment Agreement . The Lessee shall have duly executed and delivered to the Administrative Agent counterparts of the Security and Assignment Agreement, in form and substance satisfactory to the Administrative Agent and the Participants.

(g) Corporate Documents of the Lessee . Each Participant and the Administrative Agent shall have received the following:

(i) Incumbency Certificate . An incumbency certificate, executed by the Secretary or Assistant Secretary of the Lessee, which shall identify by name and title and bear the signature of the officers of the Lessee authorized to sign the Operative Documents to which the Lessee is or shall be a party, upon which certificate the Participants and the Administrative Agent shall be entitled to rely until informed of any change in writing by the Lessee.

(ii) Certificate of Incorporation . Copies of the certificate of incorporation of the Lessee, together with all amendments thereto, certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its organization.

(iii) Resolutions . Copies of resolutions of the Board of Directors of the Lessee approving the transactions contemplated by the Operative Documents, and authorizing the execution and delivery by the Lessee of each Operative Document to which it is or shall be a party, certified by the Secretary or an Assistant Secretary of the Lessee as of the Closing Date to be true and correct and in force and effect as of such date.

(iv) Bylaws . A copy of the bylaws of the Lessee certified by the Secretary or an Assistant Secretary of the Lessee as of the Closing Date to be true and correct and in force and effect as of such date.

(v) Good Standing . A certificate of good standing for the Lessee, certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation, together with a certificate of the Secretary of State of the State of California (certified as of a recent date) to the effect that the Lessee is qualified to do business in the State of California.

(h) Corporate Documents of the Lessor . The Lessee, each Lender, each Purchaser and the Administrative Agent shall have received the following:

(i) Incumbency Certificate . An incumbency certificate, executed by the Secretary or Assistant Secretary of the Lessor, which shall identify by name and title and bear the signature of the officers of the Lessor authorized to

sign the Operative Documents to which the Lessor is or shall be a party, upon which certificate the Lessee, the Lenders and the Administrative Agent shall be entitled to rely until informed of any change in writing by the Lessor.

(ii) Articles of Incorporation . Copies of the articles of incorporation of the Lessor, together with all amendments thereto, certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its organization.

(iii) Resolutions . Copies of resolutions of the Board of Directors of the Lessor approving the transactions contemplated by the Operative Documents, and authorizing the execution and delivery by the Lessor of each Operative Document to which it is or shall be a party, certified by the Secretary or an Assistant Secretary of the Lessor as of the Closing Date to be true and correct and in force and effect as of such date.

(iv) Bylaws . A copy of the bylaws of the Lessor certified by the Secretary or an Assistant Secretary of the Lessor as of the Closing Date to be true and correct and in force and effect as of such date.

(v) Good Standing . A certificate of good standing for the Lessor, certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation, together with a certificate of the Secretary of State of the State of California (certified as of a recent date) to the effect that the Lessor is qualified to do business in the State of California.

(i) Opinion of Counsel to the Lessee . Each Participant shall have received opinions of (i) Shartsis Friese LLP, special counsel for the Lessee and (ii) internal counsel for the Lessee, each dated the Closing Date and addressed to each Participant, covering the matters set forth respectively in Exhibits F-1 and F- 2 and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Participants.

(j) Representations and Warranties . On the Closing Date, the representations and warranties of each of the parties set forth in Sections 8.1, 8.2 and 8.3 shall be true and correct in all respects as though made on and as of such date, except to the extent such representations or warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date.

(k) No Default . No Lease Default or Lease Event of Default shall have occurred and be continuing under the Prior Transaction on the Closing Date.

(l) Governmental Approvals . All Governmental Actions required by any Requirement of Law for the purpose of authorizing the Lessee, the Administrative Agent and each Participant to enter into the Operative Documents shall have been obtained or made and be in full force and effect.

(m) Litigation . No action or proceeding shall have been instituted or threatened, nor shall any governmental action be instituted or threatened before any Governmental Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority, to set aside, restrain, enjoin or prevent the performance of this Participation Agreement or any transaction contemplated hereby or by any other Operative Document or that is reasonably likely, in the sole opinion of each Participant, to be reasonably expected to have a Material Adverse Effect.

(n) Requirements of Law. In the opinion of each Participant, no change shall have occurred or been proposed in Applicable Law that would make it uneconomic or illegal for any party to any Operative Document to participate in any of the transactions contemplated by the Operative Documents or otherwise would prohibit the consummation of any transaction contemplated by the Operative Documents or expand the duties, obligations and risks of any Participant.

(o) Funding Request . The Lessor shall have received a fully executed counterpart of the applicable Funding Request in accordance with Section 3.5.

(p) Ground Lease . On or prior to the Closing Date, the Ground Lessor shall have delivered to the Lessor a satisfactory agreement concerning the Ground Lease, which agreement shall be substantially in the form of Exhibit C attached hereto

(q) Mortgages . On or prior to the Closing Date, (i) the Lessee shall have delivered to the Lessor (or, at the request of the Lessor, to the Title Company) the original counterpart of the Lessor Mortgage, executed by the Lessee and in proper form for recordation in the official records of the County of Santa Clara in the State of California and (ii) the Lessor shall have delivered to the Administrative Agent (or, at the request of the Administrative Agent, to the Title Company) the original counterpart of the Lender Mortgage, executed by the Lessor and in proper form for recordation in the official records of the County of Santa Clara in the State of California.

(r) Financing Statements; UCC, Tax and Judgment Lien Searches . On or prior to the Closing Date, (i) the Lessee shall have delivered to the Administrative Agent all UCC Financing Statements relating to the Property as the Administrative Agent or any Participant may reasonably request in order to perfect the interests of the Lessor in any Fixtures and personal property constituting part of the Property and all other Collateral under the Security and Assignment Agreement; (ii) the Lessor shall have delivered to the Administrative Agent all UCC financing statements relating to the Property as the Administrative Agent or any Participant may reasonably request in order to perfect the interests of the Administrative Agent in the Lessor’s interest in any Fixtures and personal property constituting part of the Property and the Collateral under the Security and Assignment Agreement; and (iii) each of Lessee and the Lessor shall have delivered to the Administrative Agent copies of recent UCC, state and federal tax lien and judgment searches from all relevant filing offices or jurisdiction and in each case indicating no conflict with first and prior rights intended to be conveyed by the Lessee to the Lessor, and by the Lessor to the Administrative Agent, hereunder and under the other Operative Documents.

(s) Recordation of Memorandum of Lease, Lessor Mortgage, Lender Mortgage; UCC Financing Statements and Assignment of Lease and Rent . Each of the Participants shall have received evidence or a commitment reasonably satisfactory to it that each of (i) the Memorandum of Lease, (ii) the Lessor Mortgage, (iii) the Lender Mortgage, (iv) the UCC financing statements described in clause (e) above and (v) the Assignment of Lease and Rent, has been, or are being, recorded in a manner sufficient to properly perfect each of their interests therein.

(t) Title Insurance. On or prior to the Closing Date, the Lessee shall have delivered to the Administrative Agent a commitment from the Title Company to deliver (A) an ALTA extended coverage leasehold owner’s policy and lenders policy covering the Property in favor of the Lessor, and (B) an ALTA extended coverage lenders policy covering the Property in favor of the Administrative Agent, each such policy in the amount of the Advance and to be satisfactory to the Administrative Agent and the Lessor with only such customary endorsements issued by the Title Company as a routine matter, and which are in any event satisfactory to the Administrative Agent and the Lessor, insuring first mortgage liens on the Property, subject only to matters approved by the Lessor and the Administrative Agent.

(u) Survey . At least three (3) days prior to the Closing Date, the Lessee shall have delivered to the Administrative Agent and the Lessor, an American Land Title Association/American Congress on Surveying and Mapping 1992 (Urban) Survey of the Property certified to the Participants and the Title Company and otherwise in form reasonably acceptable to the Administrative Agent and the Lessor.

(v) Authorized Officer’s Certificates . Each Participant shall have received an Authorized Officer’s Certificate of the Lessee, substantially in the form of Exhibit B attached hereto, dated as of the Closing Date, stating that (i) to such Authorized Officer’s knowledge after reasonable inquiry, each and every representation and warranty of the Lessee contained in each Operative Document to which it is a party is true and correct in all material respects on and as of the Closing Date; (ii) to such Authorized Officer’s knowledge after reasonable inquiry, no Lease Default has occurred and is continuing under any Operative Document to which Lessee is a party with respect to it; (iii) to such Authorized Officer’s knowledge after reasonable inquiry, each Operative Document to which Lessee is a party is in full force and effect with respect to it; and (iv) the Lessee has duly performed and complied with all conditions contained herein or in any other Operative Document required to be performed or complied with by it on or prior to the Closing Date.

(w) Evidence of Insurance. The Lessor and the Administrative Agent shall have received evidence that the insurance maintained by the Lessee with respect to the Property satisfies the requirements set forth in Article XIII of the Lease setting forth the respective coverage, limits of liability, carrier, policy number and period of coverage, and shall have received a letter and/or certificate signed by the Lessee’s insurance broker confirming that the coverage with respect to the Property complies with the requirements of Article XIII of the Lease.

(x) Representations and Warranties . On the Closing Date, the representations and warranties of the Lessee herein and in each of the other Operative Documents shall be true and correct in all material respects as though made on and as of such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date).

(y) Residual Value Insurance . On the Closing Date, the Lessor shall have received residual value insurance in form and substance satisfactory to the Lessor and the Administrative Agent with respect to the Property.

(z) Taxes . All Taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of the Operative Documents shall have been paid or provisions for such payment shall have been made by the Lessee to the reasonable satisfaction of the Participants.

(aa) No Default . As of the Closing Date, there shall not have occurred and be continuing any Lease Default under any of the Operative Documents or the Prior Transaction, and no Lease Default under any of the Operative Documents will have occurred after giving effect to the making of the Advance requested by the Funding Request.

(bb) Fees . All fees due and payable pursuant to this Participation Agreement and the other Operative Documents and, to the extent invoiced, all Transaction Expenses of the type described in clause (a) or (c) of the definition thereof and other amounts due and owing pursuant to Section 14.1, shall have been paid or shall be paid out of the proceeds of the Advance.

(cc) Additional Matters . On the Closing Date, the Lessor and the Administrative Agent shall have received such additional documents and instruments related to the acquisition and financing of the Property as either of them shall reasonably request in order to establish the rights and interests of the Administrative Agent and the Lessor intended to be created under the Operative Documents in respect of the Property.

All documents and instruments required to be delivered pursuant to this Section 6.1 shall be or deemed to be delivered at the offices of Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois, 60606, or at such other location as may be determined by the Administrative Agent, the Participants and the Lessee, and the Administrative Agent and each Participant hereby agree that delivery of any document or instrument to such offices or other location shall constitute delivery to the Administrative Agent and each Participant for all purposes of the Operative Documents.

ARTICLE VII

DISTRIBUTIONS

SECTION 7.1. Basic Rent . Each payment of Basic Rent (and any payment of interest on overdue installments of Basic Rent) received by the Lessor or the Administrative Agent (including each payment of Basic Rent made in connection with a payment of Property Cost or Maximum Recourse Amount) shall be distributed by the Administrative Agent to the Participants

pro rata in accordance with, and for application to, all accrued and unpaid interest, Return and Yield then owing on such Participant’s Loans, Capital or Lessor Amounts (including, in each case, any overdue interest, Return or Yield due to the Lenders, the Purchasers or the Lessor); provided , that if there is any shortfall in such payment of interest, Return and Yield, the Lenders shall be paid all interest then due and owing on the Loans (and, subject to the terms of Section 7.5 hereof, the Purchasers shall be paid all Return then due and owing on the Capital) prior to any payment of Yield due to the Lessor.

SECTION 7.2. Purchase Payments by the Lessee . Any payment of the Property Balance received by the Lessor or the Administrative Agent as a result of:

(a) the purchase of the Property in connection with the exercise of the Purchase Option under Section 18.1 of the Lease, or

(b) compliance with the obligation to purchase (or cause its designee to purchase) the Property in accordance with Section 16.2(e) of the Lease, or

(d) the payment of the Property Cost pursuant to Section 15.1 of the Lease, or

(e) the payment of the Property Cost from the proceeds of any Casualty or Condemnation pursuant to Section 14.3 of the Lease, shall be distributed in the following order of priority:

first , to each Participant for application to all accrued and unpaid interest, Return and Yield then owing on such Participant’s Loans, Capital or Lessor Amounts, as the case may be, pro rata among the Participants in accordance with the amount of such interest, Return or Yield payable to such Person.

second , to the Lenders and Purchasers, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Loans and Capital;

third , to the Lessor for application to pay in full all outstanding Lessor Amounts;

fourth , so much of such payment or amount as shall be required to reimburse the Administrative Agent and the Lessor for any Taxes or reasonable costs or expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent or the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Administrative Agent or as the Lessor), shall be distributed to such Person for its own account;

fifth , to the Participants pro rata in accordance with, and for application to reimburse such Persons for, any Taxes or reasonable costs or expenses (including reasonable attorney’s fees and legal expenses) incurred by such Participant in connection with the Property; and

sixth , the balance, if any, of such payment or amounts remaining after satisfaction of all Obligations shall be promptly distributed to, or as directed by, the Lessee.

SECTION 7.3. Payment of Maximum Recourse Amount . Any payment of any portion of the Property Cost (not to exceed Maximum Recourse Amount) received by the Lessor or the Administrative Agent from the Lessee pursuant to clause (i) of Section 20.1(m) of the Lease upon the exercise of the Remarketing Option shall be distributed as follows:

first , to the Purchasers, pro rata in accordance with their respective Participant Balances, for application to repay in full all outstanding Capital;

second , to the extent any amount remains after distribution as set forth above, to the Lenders, pro rata in accordance with their respective Participant Balances, for application to repay in full all outstanding Loans; and

third , to the extent any amount remains after distribution as set forth above, to the Lessor for application to the repayment of the Lessor Amounts.

SECTION 7.4. Sales Proceeds of Remarketing of Property . Any payments received by the Lessor or the Administrative Agent as proceeds from the sale of the Property sold pursuant to the exercise of the Remarketing Option pursuant to Article XX of the Lease, together with any payment made as a result of an appraisal pursuant to Section 13.2 of this Participation Agreement, shall be distributed in the funds so received in the following order of priority:

first , to the extent not previously or concurrently paid by the Lessee, to the Lessor and the Administrative Agent to pay in full all Taxes or reasonable costs or expenses (including reasonable attorneys’ fees and legal expenses) incurred in connection with such sale and any reasonable costs, expenses and losses incurred in connection with the Property (including without limitation, any costs incurred in connection with any reletting or sale of the Property or any portion thereof);

second, to the Participants pro rata in accordance with, and for application to pay in full, (a) all accrued and unpaid interest on the Loans, Return on Capital, and Yield on the Lessor Amounts and (b) if any such sale is consummated after the Expiration Date, the Imputed Return on the Participants’ Loans, Capital and Lessor Amounts to such date of payment;

third , to the extent any Loans and any Capital remain outstanding, to the Lenders and Purchasers, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Loans and Capital;

fourth, to the Lessor for application to pay in full all outstanding Lessor Amounts;

fifth , to the Lessee in an amount not to exceed the amount paid by the Lessee pursuant to clause (i) of Section 20.1(m) of the Lease; and

sixth , the balance, if any, remaining after satisfaction of all Obligations shall be promptly distributed to, or as directed by, the Lessee.

SECTION 7.5. Distribution of Payments After Lease Event of Default .

(a) Notwithstanding Sections 7.1, 7.2 and 7.3 above, all amounts received by the Lessor or the Administrative Agent during the continuance of a Lease Event of Default, shall, except as provided in clause (b) below, be distributed in the following order of priority:

first , so much of such payment or amount as shall be required to reimburse the Administrative Agent and the Participants for any Taxes, reasonable costs or expenses or other loss incurred by the Administrative Agent or any Participant (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Administrative Agent, Lessor or as a Participant), shall be distributed to such Person for its own account;

second , so much of such payments or amounts as shall be required to pay the Administrative Agent and the Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to such Persons without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person;

third , to each Participant for application to all accrued and unpaid interest, Return and Yield then owing on such Participant’s Loans, Capital or Lessor Amounts, as the case may be, pro rata among the Participants in accordance with the amount of such interest, Return or Yield payable to such Person;

fourth , to each Lender that is not Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Loans owing to such Lenders;

fifth , to each Purchaser that is not Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Capital owing to such Purchasers;

sixth , to each Lender that is a Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Loans owing to such Lenders;

seventh , to each Purchaser that is a Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Capital owing to such Purchasers;

eighth , to the Lessor for application to pay in full all outstanding Lessor Amounts;

ninth , to the Participants and the Administrative Agent for any other amounts payable to them under the Operative Documents, pro rata , based on the amounts payable and

tenth, the balance, if any, of such payment or amounts remaining shall be promptly distributed to the Lessee.

(b) Notwithstanding clause (a) above, all payments received and amounts realized by the Lessor or the Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default shall be distributed as follows:

(i) in the event that the Required Participants elect or are required to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.3(a) of the Lease, then such amounts shall be distributed to the Lessee; and

(ii) in the event that the Required Participants elect or are required to apply all or a portion of such amounts to the purchase price of the Property in accordance with Section 14.3(a) and Article XV of the Lease, then such amounts shall be distributed in accordance with clause (a).

SECTION 7.6. Casualty and Condemnation Amounts . Subject to Section 7.5(b) any amounts received by the Administrative Agent or the Lessor as a result of a Casualty or Condemnation pursuant to Section 14.3 of the Lease shall be distributed as follows:

(a) all amounts payable to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.3(a) of the Lease shall be distributed to the Lessee; and

(b) all amounts that are to be applied towards the payment of the Property Cost shall be distributed by the Administrative Agent in accordance with Section 7.2; provided, however , if any such payment relates to the termination of the transaction contemplated hereby or the liquidation or disposition of the Property, such payment shall be distributed as provided in Section 7.5.

SECTION 7.7. Supplemental Rent . All payments of Supplemental Rent received by the Administrative Agent (but excluding any amounts payable pursuant to the preceding provisions of this Article VII) shall be paid directly to, and shall be directly enforceable by, the party specified in the applicable Operative Documents. To the extent any such amount is paid to the Lessor or to the Administrative Agent, the same shall hold it in trust for the intended payee and shall as soon as possible remit the full amount thereof in immediately available funds to such payee.

SECTION 7.8. Other Payments .

(a) Any payment received by the Lessor or the Administrative Agent for which no provision as to the application thereof is made in the Operative Documents or

elsewhere in this Article VII shall be distributed pro rata among the Participants without priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all the Participant Balances; provided, however , if any such payment relates to the termination of the transactions contemplated hereby or the liquidation or disposition of the Property, such payment shall be distributed by the Lessor or the Administrative Agent as provided in Section 7.5.

(b) Except as otherwise provided in the preceding provisions of this Article VII, all payments received and amounts realized by any Participant under the Lease or otherwise with respect to the Property to the extent received or realized at any time after payment in full of all outstanding Loans, return of Capital and payment in full of all outstanding Lessor Amounts and all other amounts due and owing to the Administrative Agent or the Participants, shall be distributed forthwith by the Administrative Agent to the Lessee.

(c) Any payment received by any Participant for which provision as to the application thereof is made in an Operative Document but not elsewhere in this Article VII shall be distributed forthwith by such Participant to the Person and for the purpose for which such payment was made in accordance with the terms of such Operative Document.

SECTION 7.9. Order of Application. To the extent any payment distributed to any Participant pursuant to Section 7.2, 7.4, 7.5 or 7.6 is insufficient to pay in full the Participant Balance of any Participant plus all accrued interest, Return and Yield (as applicable) thereon, then each such payment shall first be applied to accrued interest, Return or Yield and then to outstanding principal on the Loans, outstanding Capital or any outstanding Lessor Amounts, as applicable.

SECTION 7.10. Payments to Account . Unless otherwise expressly provided , all payments made pursuant to the Operative Documents shall be made to the Account maintained at the Administrative Agent.

SECTION 7.11. Pro Rata Treatment . Except to the extent otherwise provided herein, payment or prepayment of (a) principal of any Loan shall be allocated pro rata among the Lenders, without priority of one over the other, in accordance with their outstanding Participant Balances and (b) Capital on any Purchased Interests shall be allocated pro rata among the Purchasers, without priority of one over the other, in accordance with their outstanding Participant Balances.

SECTION 7.12. Sharing of Payments . The Participants agree among themselves that, in the event that a Participant shall obtain payment in respect of any Loan, Capital or Lessor Amount or any other obligation owing to such Participant under the Operative Documents by any means other than the distributions set forth in Sections 7.1 through 7.8 hereof (including, without limitation, through the exercise of a right of setoff, banker’s lien counterclaim, or secured claim), such Participant shall pay over such amount to the Administrative Agent for distribution in accordance with this Article VII. The Participants further agree among themselves that if any such amount received by a Participant and paid over to the Administrative Agent must be returned by such Participant for any reason, each Participant will return its share of such payment (together with its share of any accrued interest, Return or Yield payable with

respect thereto) to the Participant that must return such payment. Except as otherwise expressly provided herein, if a Participant shall fail to remit to any other Participant an amount payable by such Participant to the other Participant pursuant to the Operative Documents on the date when such amount is due, such payments shall be made together with interest thereon (at no additional expense to the Lessee) from the date such amount is due until the date such amount is paid to such other Participant at a rate per annum equal to the Federal Funds Effective Rate. If under any applicable bankruptcy, insolvency or other similar law, a Participant receives a secured claim in lieu of a setoff to which this Section 7.12 applies, such Participant shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the other Participant under this Section 7.12 to share in the benefits of any recovery on such secured claim.

ARTICLE VIII

REPRESENTATIONS

SECTION 8.1. Representations of the Lessee . In order to induce the Participants and the Administrative Agent to enter into this Participation Agreement and in order to induce the Participants to advance Loans, purchase the Purchased Interests and advance Lessor Amounts as provided for herein, the Lessee makes the following representations and warranties to, and agreements with, the Administrative Agent and each Participant, all of which shall survive the execution and delivery of this Agreement and the Closing Date:

(a) Due Incorporation, Qualification, etc . Each of the Lessee and the Lessee’s Material Domestic Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed is reasonably likely to have a Material Adverse Effect. The Lessee is organized under the laws of the State of Delaware and is a “registered entity” under the laws of the State of Delaware. The Lessee’s exact name is as set forth in the preamble to this Participation Agreement. The chief executive office and principal place of business of the Lessee is located at 345 Park Avenue, San Jose, California.

(b) Authority . The execution, delivery and performance by the Lessee of each Operative Document executed, or to be executed, by the Lessee and the consummation of the transactions contemplated thereby (i) are within the power of the Lessee and (ii) have been duly authorized by all necessary actions on the part of the Lessee.

(c) Enforceability . Each Operative Document executed, or to be executed, by the Lessee has been, or will be, duly executed and delivered by the Lessee and constitutes, or will constitute, a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) Non-Contravention . The execution and delivery by the Lessee of the Operative Documents executed by the Lessee and the performance and consummation of the transactions contemplated thereby do not (i) violate any Requirement of Law applicable to the Lessee; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of the Lessee required by Regulation S-K to be made part of the Lessee’s public filings; or (iii) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any property, asset or revenue of the Lessee (except such Liens as may be created in favor of the Administrative Agent or the Lessor pursuant to this Participation Agreement or the other Operative Documents).

(e) Approvals . No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of the Operative Documents executed by the Lessee or the performance or consummation of the transactions contemplated thereby, except for those which have been made or obtained and are in full force and effect and except for the filing of the Operative Documents with the SEC as material agreements of the Lessee, which SEC filing will be made by the Lessee in the ordinary course of its SEC filings, if necessary.

(f) No Violation or Default . Neither the Lessee nor any of its Subsidiaries is in violation of or in default with respect to (i) any Requirement of Law applicable to such Person or (ii) any Contractual Obligation of such Person (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default is reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, neither the Lessee nor any of its Subsidiaries (i) has violated any Environmental Laws, (ii) has any liability under any Environmental Laws or (iii) has received notice or other communication of an investigation or is under investigation by any Governmental Authority having authority to enforce Environmental Laws, where such violation, liability or investigation is reasonably likely to have a Material Adverse Effect. No Lease Default has occurred and is continuing.

(g) Litigation . Except as disclosed in the latest filings by the Lessee with the SEC, no actions (including derivative actions), suits, proceedings or investigations are pending or, to the knowledge of the Lessee, threatened against the Lessee or any of its Subsidiaries at law or in equity in any court or before any other Governmental Authority which (i) is reasonably likely (alone or in the aggregate) to have a Material Adverse Effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by the Lessee of the Operative Documents to which it is a party or the transactions contemplated thereby.

(h) Title; Possession Under Leases . The Lessee and its Material Doemstic Subsidiaries own and have good and marketable title, or a valid leasehold interest in, or licenses with respect to, all their respective properties and assets as reflected in the most recent Financial Statements delivered to the Administrative Agent (except those assets and properties disposed of in the ordinary course of business or otherwise in compliance with this Agreement since the date of such Financial Statements) and all respective assets and properties acquired by the Lessee and its Material Domestic Subsidiaries since such date (except those disposed of in the ordinary course of business or otherwise in compliance with this Agreement). Such assets and properties are subject to no Lien, except for Permitted Liens. Each of the Lessee and its Material Domestic Subsidiaries has complied with all material obligations under all material leases to which it is a party and enjoys peaceful and undisturbed possession under such leases subject only to rights of sublessees of the Lessee or its Material Domestic Subsidiaries.

(i) Financial Statements . The Financial Statements of the Lessee and its Subsidiaries which have been made available to the Lessor and the Administrative Agent, (i) are in accordance with the books and records of the Lessee and its Subsidiaries, which have been maintained in accordance with good business practice; (ii) have been prepared in conformity with GAAP; and (iii) fairly present in all material respects the financial conditions and results of operations of the Lessee and its Subsidiaries as of the date thereof and for the period covered thereby.

(j) Equity Securities . All Equity Securities of the Lessee have been offered and sold in compliance with all federal and state securities laws and all other Requirements of Law, except where any failure to comply is not reasonably likely to have a Material Adverse Effect.

(k) No Agreements Regarding Mergers, Etc. The Lessee does not have any legal obligation, absolute or contingent, to any Person to effect any merger, consolidation or other reorganization of the Lessee (except as permitted by Section 9.2(c)) or to enter into any agreement with respect thereto.

(l) Employee Benefit Plans.

(i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the Actual Knowledge of the Company, nothing has occurred which would prevent, or cause the loss of, such qualification. The Lessee and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(ii) There are no pending or, to the Actual Knowledge of the Lessee, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a

Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii) (A) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability could, if enforced in accordance with Applicable Law, reasonably be expected to result in a Material Adverse Effect; (B) no Pension Plan has any Unfunded Pension Liability; (C) neither the Lessee nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (D) neither the Lessee nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (E) neither the Lessee nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

(m) Other Regulations . The Lessee is not subject to regulation under the Investment Company Act of 1940, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or to any other Governmental Rule limiting its ability to incur indebtedness.

(n) Patent and Other Rights . The Lessee and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights” ) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except for those for which the failure to own or possess the right to use could not reasonably be expected to result in a Material Adverse Effect. To the Actual Knowledge of the Lessee, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Lessee or any Subsidiary infringes upon any rights held by any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 8.1(n), no claim or litigation regarding any of the foregoing is pending or, to the Actual Knowledge of the Lessee, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(o) Governmental Charges . The Lessee and its Subsidiaries have filed or caused to be filed all Federal, state and other material tax returns and reports required to be filed (or extensions therefor have been obtained in accordance with applicable Law), and have paid or caused to be paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which

adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Lessee or any Subsidiary that would reasonably be expected to have a Material Adverse Effect.

(p) Margin Stock . The Lessee owns no Margin Stock which, in the aggregate, would constitute a substantial part of the assets of the Lessee, and no proceeds of the Advance will be used to purchase or carry, directly or indirectly, any Margin Stock or to extend credit, directly or indirectly, to any Person for the purpose of purchasing or carrying any Margin Stock.

(q) Subsidiaries, Etc . As of the Closing Date, the Lessee has no Subsidiaries other than those specifically disclosed in Item 8.1(q) of Schedule IV, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Lessee or a Subsidiary in the amounts specified on Item 8.1(q) of Schedule IV free and clear of all Liens.

(r) Solvency, Etc . The Lessee is Solvent and, after the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, will be Solvent. The Lessee is not entering into the Operative Documents with the actual intent to hinder, delay or defraud its current or future creditors, and the Lessee does not intend to or believe that it will incur, as a result of entering into this Participation Agreement and the transactions contemplated hereby, debts beyond its ability to repay. The Lessee is not, as of the date of this Participation Agreement, “insolvent” as that term is defined in 11 U.S.C. § 101(34), and the consummation of the transactions contemplated by this Participation Agreement will not render the Lessee insolvent (giving effect to the fair valuation of its assets) or result in the Lessee having unreasonably small capital for the conduct of its business.

(s) Catastrophic Events . Neither the Lessee nor any of its properties is or has been affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or other casualty that is reasonably likely to have a Material Adverse Effect. There are no disputes presently subject to grievance procedure, arbitration or litigation under any of the collective bargaining agreements, employment contracts or employee welfare or incentive plans to which the Lessee is a party, and there are no strikes, lockouts, work stoppages or slowdowns, or, to the best knowledge of the Lessee, jurisdictional disputes or organizing activities occurring or threatened which alone or in the aggregate are reasonably likely to have a Material Adverse Effect.

(t) Disclosure . The Lessee has disclosed in filings made in accordance with applicable Securities Laws all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters of which it has Actual Knowledge, that, in each case individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written report, financial statement, certificate or other information furnished in writing by or on behalf of Lessee to the Administrative Agent or any Participant with respect to the Lessee or its Subsidiaries in connection with the transactions contemplated hereby and the negotiation of this

Participation Agreement or delivered hereunder or under any other Operative Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward-looking statements, the Lessee represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(u) The Property . The Property complies in all material respects with all Applicable Law (including, without limitation, all zoning and land use laws and Environmental Laws) and all Insurance Requirements, except for such Applicable Law as the Lessee shall be contesting in good faith by appropriate proceedings that do not involve (i) any material risk of (A) foreclosure, sale, forfeiture or loss of, or imposition of any material Lien on, the Property or any part thereof, (B) the impairment of the ownership, use, operation or maintenance of the Property or (C) any civil liability being incurred by any Participant or the Administrative Agent or (ii) any risk of criminal liability being incurred by any Participant or the Administrative Agent.

(v) No Proceedings with Respect to Property. There is no action, suit or proceeding (including any proceeding with respect to a Condemnation or under any Environmental Law) pending or, to the best of its knowledge, threatened with respect to the Lessee, the Land or the Improvements that adversely affects the use, operation, title to or value of the Property.

(w) Separate Parcel . Pursuant to that certain Grant Deed executed by the Redevelopment Agency of the City of San Jose and recorded on June 6, 2001, as Document No. 15717130 in the Official Records of the Recorder of Santa Clara County, California, the Land was established as a separate legal parcel. As a consequence of the establishment of the Land as a separate legal parcel pursuant to said Grant Deed, the Land was established as a separate tax parcel on the rolls of the Santa Clara County Assessor as of July 1, 2002.

(x) Utilities . All water, sewer, electric, gas, telephone and drainage facilities and all other utilities required to adequately service the applicable Improvements for the Property’s intended use as a first class office building are available pursuant to adequate permits (including any that may be required under applicable Environmental Laws).

(y) Access, Rights-of-Way, Etc . All utilities serving the Property are located in, and vehicular access to the Improvements on the Property is provided by, either irrevocable public rights-of-way abutting the Property or irrevocable, title insured, Appurtenant Rights.

(z) Necessary Permits . All Necessary Permits have been obtained from the appropriate Governmental Authorities having jurisdiction or from private parties, as the case may be, for any use or operation for which such Necessary Permit is required.

(aa) [Reserved] .

(bb) Perfection of Liens . The Security Documents create a valid and enforceable Lien on the Collateral in favor of the Lessor and, upon (i) the recordation of the UCC Financing Statement covering Fixtures on the Land in the real estate records of Santa Clara County, California, (ii) the filing of the UCC Financing Statement covering personal property with the Secretary of State of the State of Delaware and (iii) the recordation of the Lessor Mortgage in the real estate records of Santa Clara County, California, the Lessor will have a first priority perfected Lien on the Collateral. No filing, recording, registration or notice to any Governmental Authority will be necessary to establish, perfect and give record notice of the Lien on the Collateral in favor of the Lessor except for the filing of the UCC Financing Statements and recordation of the Lessor Mortgage described in the preceding sentence. There are no fees, taxes, charges or other sums payable to any Governmental Authority with respect to the filing and recordation described in this clause (dd) or the enforcement of any rights or remedies under the documents referred to above, except for customary recording fees.

(cc) No Transfer Taxes. No sales, use, excise, transfer or other Tax, fee or imposition shall result from the execution and delivery of the Lease or the conveyance of the interests conveyed thereby.

(dd) No Casualty . Except as disclosed in writing by the Lessee to the Administrative Agent, no fire or other casualty with respect to the Property has occurred which fire or other casualty has materially and adversely affected the use, value, operation or useful life of the Property.

(ee) Insurance. On and after the Closing Date, the Lessee has obtained or arranged on behalf of the Lessor, insurance coverage covering the Property, which meets the requirements of the Lease, and such coverage is in full force and effect on and after the Closing Date.

(ff) Flood Hazard Areas. Except as disclosed by the Survey provided for in Section 6.1(o), no portion of the Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency.

SECTION 8.2. Warranties and Representations of the Lessor . The Lessor warrants and represents to the other parties hereto that:

(a) The Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, is qualified as of the Closing Date as a foreign corporation in the State in which the Property is located and has all requisite corporate power and authority to execute and deliver, and to perform its obligations under, the Operative Documents to which it is a party.

(b) The Operative Documents to which the Lessor is, or will be, a party have been duly authorized by all requisite corporate action, have been duly executed and delivered by the Lessor, and constitute, and each other Operative Document to which Lessor is a party when executed and delivered by Lessor will constitute, the valid and binding obligations of the Lessor enforceable against the Lessor in accordance with the

respective terms thereof, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) Neither the execution and delivery of the Operative Documents, the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions thereof will require consent, approval, authorization, filing, registration or qualification under or conflict with or violate any Applicable Law having jurisdiction over the Lessor or any of its property of the Lessor, except as contemplated by the Operative Documents.

(e) The Lessor has not conveyed any interest in the Collateral, any Property or any part thereof to any Person or subjected the Collateral, any Property or any part thereof to any Lien, except pursuant to the Operative Documents.

(f) The Lessor’s exact legal name is “SELCO Service Corporation.” The Lessor is registered to do business in the State of California as “Ohio SELCO Service Corporation.”

(g) Neither the Lessor nor any Person authorized by the Lessor to act on its behalf has offered or sold any interest in the Lease, or in any similar security relating to the Property, or in any security the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the aforementioned securities to, or solicited any offer to acquire any of the same from, any Person other than the Administrative Agent and the other Participants, and neither the Lessor nor any Person authorized by the Lessor to act on its behalf will take any action which would subject the issuance or sale of any interest in the Lease or the Property to the provisions of Section 5 of the Securities Act or any state securities laws or require the qualification of any Operative Document under the Trust Indenture Act of 1939, as amended.

(h) The Lessor is not and will not be funding its Lessor Amounts hereunder, and is not performing its obligations under the Operative Documents, with the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or “plan” (as defined in Section 4975(e)(1) of the Code).

(i) The Lessor is participating in the Transactions for its own account and not with a view toward redistribution; provided , that disposition of its rights hereunder shall remain in its control and the foregoing shall not affect the ability of the Lessor to assign, transfer or sell participations in its rights in accordance with the Operative Documents.

(j) There are no actions or proceedings pending, or to the knowledge of the Lessor, threatened, against or affecting the Lessor in or before any Governmental Authority which, if adversely determined, would materially and adversely affect the ability of the Lessor to enter into or perform the Operative Documents to which it is a party.

(k) The Lessor and each corporation consolidated with the Lessor for federal income tax purposes has (a) made or filed all material federal, state and local income tax returns, required by any jurisdiction to which it is subject or properly filed for and received extensions with respect thereto which are still in full force and effect and which have been fully complied with in all material respects, (b) paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith by appropriate proceedings and for which adequate reserves, to the extent required by GAAP, have been established and (c) to the extent required by GAAP, set aside on their books provisions reasonably adequate for the payment of all estimated taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Notwithstanding the foregoing, the Lessor shall not be deemed to have breached any of its representations contained in this clause (k) unless such breach would have a material adverse effect on the Property, Liens or other rights in the Property.

(l) As of the Closing Date (i) the fair value of the Property is less than fifty percent (50%) of the fair value of the total assets of the Lessor, excluding the fair value of assets of the Lessor funded with more than 95% non-recourse capital, (ii) no more than 95% of the Property Cost is or will be financed or encumbered by non-recourse capital. Lessor shall from time to time, upon request of the Lessee, confirm the foregoing representations.

As used herein, “fair value” means, with respect to any asset, the amount for which the asset could be bought or sold in a current transaction negotiated at arms length between willing parties without regard to residual value guarantees, remarketing agreements, non-recourse financings, purchase options or other contractual arrangements, whether made by Lessor with Lessee or with other parties, that might otherwise impact the fair value of such assets. With respect to leveraged leases pursuant to FAS 13, fair value is determined on a gross basis prior to the application of leveraged lease accounting. With respect to direct financing leases pursuant to FAS 13, fair value is determined as the sum of the fair values of the corresponding finance lease receivables and related unguaranteed residual values. As used herein, “non-recourse capital” includes non-recourse financing, targeted equity, bank participations or similar arrangements.

SECTION 8.3. Representations of the Participants. Each Lender and Purchaser represents and warrants to the other parties hereto that:

(a) Source of Funds . Such Participant is not and will not be making its Loans or purchasing its Purchased Interests (as the case may be) hereunder, and is not performing its obligations under the Operative Documents, with the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or “plan” (as defined in Section 4975(e)(1) of the Code).

(b) Status . Such Participant is a commercial bank, branch or agency of a foreign bank or other similar financial institution, or an Affiliate thereof, or in the case of Adobe Affiliate Systems Incorporated, a corporation duly organized and existing under the laws of its state of incorporation.

(c) Acquisition for Investment . Each Participant is participating in the Transactions for its own account and not with a view toward redistribution; provided , that disposition of its rights hereunder shall remain in its control and the foregoing shall not affect the ability of any Participant to assign or sell participations in its rights in accordance with the Operative Documents; and provided , further , that the Purchasers may always make dispositions in accordance with Section 16.15 hereof.

(d) Lessor Liens . There are no Lessor Liens attributable to such Participant on Collateral, the Property or any part thereof, and the execution, delivery and performance by such Participant of the Operative Documents to which it is or will be a party will not subject the Collateral, the Property or any part thereof to any Lessor Liens attributable to such Participant.

(e) Offer of Securities, Etc . Neither such Participant nor any Person authorized to act on its behalf has, directly or indirectly, offered to sell any of its rights under the Operative Documents or solicited any offer to acquire any rights under the Operative Documents for any Person, except in connection with the transactions contemplated by the Operative Documents or as otherwise expressly permitted therein.

(f) No Registration . Such Participant understands and acknowledges that (i) neither the Notes representing the Loans nor the Certificates representing the Purchased Interests have been and the same will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(2) of the Securities Act, (ii) neither the Notes representing the Loans nor the Certificates representing the Purchased Interests have been and the same will not be registered or qualified under securities or “blue sky” laws of any jurisdiction, and (iii) neither the Notes representing the Loans nor the Certificates representing the Purchased Interests may be resold or otherwise transferred except as permitted by Section 12.1 and only if so registered or qualified or if an exemption from registration or qualification is available. Such Participant will comply with all applicable federal and state securities laws in connection with any subsequent resale of any such notes or certificates held by it.

(g) Institutional Investor . Such Participant is a sophisticated institutional investor and is an “accredited investor” as defined in paragraphs (1), (2), (3) or (7) of Rule 501(a) of the Securities Act, and has substantial knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of its participation in the transactions under the Operative Documents including, without limitation, its investment in the Notes or the Purchased Interests and is able to bear the economic risk of such investment for an indefinite period of time. Such Participant has been given all information concerning the transactions under the Operative Documents, the Notes, the Purchased Interests, the Property, the Lessor and the Lessee, as requested by such Participant.

ARTICLE IX

COVENANTS

SECTION 9.1. Affirmative Covenants . The Lessee hereby covenants and agrees that on the Closing Date and thereafter for so long as this Participation Agreement is in effect and until such time as all Obligations have been paid in full, the Lessee shall, and shall (except in the case of the covenants set forth in Sections 9.1(a), (b), (c) (n) and (o)) cause each Subsidiary to:

(a) Financial Statements . Deliver to the Administrative Agent and each Participant, in form and detail satisfactory to the Administrative Agent:

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Lessee, a consolidated balance sheet of the Lessee and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (A) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Participants, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement and (B) an opinion of such Registered Public Accounting Firm independently assessing the Lessee’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses not reasonably expected to result in a misstatement in any financial information delivered or to be delivered to the Administrative Agent or the Participants with respect to covenant compliance calculations, or the assets, liabilities, financial condition or results of operations of the Lessee and its Subsidiaries on a consolidated basis; and

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Lessee, a consolidated balance sheet of the Lessee and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Lessee’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Lessee as fairly presenting the financial condition, results of operations, shareholders’

equity and cash flows of the Lessee and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 9.1(b)(ii), the Lessee shall not be separately required to furnish such information under clause (i) or (ii) above, but the foregoing shall not be in derogation of the obligation of the Lessee to furnish the information and materials described in clauses (i) and (ii) above at the times specified therein.

(b) Certificates; Other Information .

(i) Deliver to the Administrative Agent for distribution to each Participant, in form and detail satisfactory to the Administrative Agent and the Lessor:

a. concurrently with the delivery of the financial statements referred to in Sections 9.1(a)(i) and (ii), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Lessee, together with such supporting information in relation thereto as the Administrative Agent or the Required Participants may request;

b. promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Lessee, and copies of all annual, regular, periodic and special reports and registration statements which the Lessee may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

c. promptly, such additional information regarding the business, financial or corporate affairs of the Lessee or any Subsidiary, or compliance with the terms of the Operative Documents, as the Administrative Agent or any Participant may from time to time reasonably request.

(ii) Documents required to be delivered pursuant to Section 9.1(a)(i) or (ii) or Section 9.1(b)(i)(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lessee posts such documents, or provides a link thereto on the Lessee’s website on the Internet at the website address listed on Schedule II; or (ii) on which such documents are posted on the Lessee’s behalf on an Internet or intranet website, if any, to which each Participant and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance the Lessee

shall be required to provide paper copies of the Compliance Certificates required by Section 9.1(b)(i)(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Lessee with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(iii) Lessee hereby acknowledges that (A) the Administrative Agent will make available to the Participants materials and/or information provided by or on behalf of Lessee hereunder (collectively, “Lessee Materials” ) by posting the Lessee Materials on IntraLinks or another similar electronic system (the “Platform” ) and (B) certain of the Participants (each, a “Public Participant” ) may have personnel who do not wish to receive material non-public information with respect to Lessee or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. Lessee hereby agrees that (1) all Lessee Materials that are to be made available to Public Participants shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Lessee Materials “PUBLIC,” the Lessee shall be deemed to have authorized the Administrative Agent, and the Participants to treat such Lessee Materials as not containing any material non-public information with respect to the Lessee or its respective securities for purposes of United States Federal and state securities laws ( provided, however , that to the extent such Lessee Materials constitute Information, they shall be treated as set forth in Section 16.17); (3) all Lessee Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (4) the Administrative Agent shall be entitled to treat any Lessee Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Lessee shall not be under any obligation to mark any Lessee Materials “PUBLIC.”

(c) Notices . Promptly after the Lessee obtains Actual Knowledge thereof, notify the Administrative Agent (which in turn shall notify each Participant):

(i) of the occurrence of any Default;

(ii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Lessee or any Subsidiary; (B) any dispute, litigation, investigation, proceeding or suspension between the Lessee or any Subsidiary and any Governmental Authority; or (C) the commencement of, or any material development in, any litigation or proceeding affecting the Lessee or any Subsidiary, including pursuant to any applicable Environmental Laws;

(iii) of the occurrence of any ERISA Event;

(iv) of any change in accounting policies or financial reporting practices by the Lessee or any Subsidiary that would reasonably be expected to result in a material change in the computation of any financial ratio set forth herein; provided that such disclosure may be made in conjunction with the next ensuing Compliance Certificate delivered hereunder;

(v) of the determination by the Registered Public Accounting Firm providing the opinion required under Section 9.1(a)(i)(B) (in connection with its preparation of such opinion) or the Lessee’s determination at any time of the occurrence or existence of any Internal Control Event that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Participants, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lessee and its Subsidiaries on a consolidated basis; and

(vi) of any announcement by Moody’s or S&P of the commencement of or any change or possible change in a Debt Rating.

Each notice pursuant to this Section 9.1(c) (other than Section 9.1(c)(vi) shall be accompanied by a statement of a Responsible Officer of the Lessee setting forth details of the occurrence referred to therein and stating what action the Lessee has taken and proposes to take with respect thereto. Each notice pursuant to Section 9.1(c)(i) shall describe with particularity any and all provisions of this Participation Agreement and any other Operative Document that have been breached.

(d) Payment of Obligations . Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Lessee or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (iii) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, unless such failure to pay or discharge such Indebtedness would not reasonably be expected to have a Material Adverse Effect.

(e) Preservation of Existence, Etc. (i) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 9.2(c) or 9.2(d); (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service

marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

(f) Maintenance of Properties . (i) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (ii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) use the standard of care typical in the industry in the operation and maintenance of its facilities.

(g) Maintenance of Insurance . Maintain with financially sound and reputable insurance companies not Affiliates of the Lessee (other than Eligible Captive Insurance Subsidiaries), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

(h) Compliance with Laws . Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(i) Books and Records . (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Lessee or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Lessee or such Subsidiary, as the case may be.

(j) Inspection Rights . Permit representatives and independent contractors of the Administrative Agent (or, if there exists at such time no Administrative Agent hereunder, of the Participants) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably deemed necessary to carry out the purposes of this Participation Agreement, upon reasonable advance notice to the Lessee; provided, however , that when an Event of Default exists the Administrative Agent or (subject to the limitations of Section 16.16 hereof) any Participant (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Lessee at any time during normal business hours and without advance notice.

(k) [Reserved] .

(l) Approvals and Authorizations . Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which the Lessee is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Operative Documents.

(m) [Reserved] .

(n) Separate Parcel. Maintain the Land as a separate parcel for all real estate tax and assessment purposes, and no part of the Land shall be aggregated with any other parcel for such purposes.

(o) Notices In Respect of Ground Lease, Etc. Furnish to the Administrative Agent and the Lessor, promptly (but in any event within ten (10) days) of the Lessee’s receipt or delivery thereof, copies of any notices and other written communications that the Lessee receives or delivers under, or otherwise in connection with, the Ground Lease and/or any easements, covenants and restrictions, or other agreements recorded against or affecting the ownership, use or occupancy of the Property.

SECTION 9.2. Negative Covenants. The Lessee hereby covenants and agrees that on the Closing Date and thereafter for so long as this Participation Agreement is in effect and until such time as all Obligations have been paid in full, the Lessee shall not, nor shall it permit any Subsidiary to, directly or indirectly:

(a) Liens . Create, incur, assume or suffer to exist any Lien upon the Property, other than Permitted Property Liens.

(b) [Reserved] .

(i) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

a. any Subsidiary may merge with (i) the Lessee, provided that the Lessee shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries;

b. any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Lessee or to another Subsidiary; and

c. the Lessee may merge or consolidate with any other Person or sell all or substantially all of its assets to any Person, provided that:

(A) in the case of any merger or consolidation, either (1) the Lessee is the surviving corporation or (2) the surviving Person (x) is a solvent Person organized under the laws of a country member to the Organization for Economic Cooperation and Development, or Bermuda, Barbados or the Cayman Islands, and (y) assumes all of the obligations of the Lessee in a manner reasonably acceptable to the Administrative Agent and, if requested by the Administrative Agent, delivers one or more opinions of counsel from counsel reasonably acceptable to the Administrative Agent as to the enforceability of the Obligations against the surviving Person and such other matters as the Administrative Agent may reasonably request;

(B) in the case of any merger or consolidation, if the Lessee is not the surviving Person, or in the case of a disposition of all or substantially all of the Lessee’s assets, the surviving or acquiring Person, after giving effect to such merger or consolidation or such acquisition of the Lessee’s assets:

(1) shall have a rating of its unsecured and non-credit enhanced senior obligations of at least “BBB+” from S&P or “Baa1” from Moody’s; provided that if such obligations are not rated by S&P or Moody’s, the Lessee or the surviving or acquiring Person shall have presented evidence reasonably satisfactory to the Administrative Agent that such obligations are rated, pursuant to the internal scoring or rating procedures of an internationally recognized financial institution not an Affiliate of the Lessee, at a level not less than the equivalent of “BBB+” by S&P or “Baa1” by Moody’s; and

(2) shall present an acceptable exposure to the Administrative Agent, in accordance with the Administrative Agent’s then current guidelines regarding the Administrative Agent’s existing outstanding credits to such surviving or acquiring Person, the industry that constitutes such Person’s primary business activities, and the country(ies) in which such Person conducts its primary business activities, based on the Administrative Agent’s exposures at the time of such merger, consolidation or disposition of assets;

(C) In each case, no Lease Default has occurred and is continuing at the time of such merger, consolidation or disposition or will occur after giving effect to such merger, consolidation, acquisition or disposition; and

(D) in each case in which the Lessee is not the surviving Person, the chief executive officer, chief financial officer or treasurer of the surviving Person shall have delivered a Compliance Certificate as of the date of such merger, consolidation or disposition certifying as to the matters in clause (C) above and showing the calculation of the financial ratio set forth in Section 9.3.

(ii) Enter into or consummate any Acquisitions, provided that the Lessee or its Subsidiaries may enter into or consummate Acquisitions if (A) the Acquired Entity related to any such Acquisition is not engaged in any material line of business that is not the same as or reasonably related to those lines of business conducted by the Lessee and its Subsidiaries on the date such Acquisition is consummated; (B) no Default exists or would result from the consummation of such Acquisition; and (C) other than in conjunction with an Exempt Acquisition, the Lessee shall provide to the Administrative Agent, no later than the date the next ensuing Compliance Certificate is required to be delivered hereunder, such financial and other information regarding the Person who is being so acquired, including historical financial statements (not exceeding the preceding four full fiscal quarter period) and a description of such Person, as the Administrative Agent shall reasonably request.

(d) Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(i) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(ii) Dispositions of inventory in the ordinary course of business;

(iii) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(iv) Dispositions of property by any Subsidiary to the Lessee or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Lessee or a Subsidiary Guarantor;

(v) Dispositions permitted by Section 9.2(c);

(vi) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years;

(vii) Dispositions of Investments other than Dispositions prohibited by Section 9.2(c);

(viii) sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; and

(ix) other Dispositions by the Lessee and its Subsidiaries not otherwise permitted under this Section 9.2(d), provided that (A) no Default has occurred and is continuing on the date of, or will result after giving effect to, any such Disposition and (B) the aggregate book value of all such Dispositions made

during the term of this Participation Agreement does not together exceed the greater of (1) $300,000,000 and (2) 20% of Consolidated Tangible Net Worth determined as of the last day of the most recent fiscal year for which financial statements have been provided hereunder;

provided, however , that any Disposition pursuant to clauses (i) through (ix) shall be for fair market value.

(e) Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so if there exists or would result therefrom any Default; except as follows:

(i) The Lessee or any of its Subsidiaries may pay dividends on its capital stock or other Equity Interests payable solely in such Person’s own capital stock or Equity Interests;

(ii) The Lessee may purchase, redeem, retire, defease or otherwise acquire for value (together, “Repurchase” ) its Equity Interests issued to employees of the Lessee or its Subsidiaries in exchange solely for other Equity Interests of the Lessee, provided such Repurchase shall occur pursuant to a Contractual Obligation entered into by the Lessee prior to and not in anticipation of any Default and approved by the Board of Directors of the Lessee;

(iii) Any Subsidiary of the Lessee may pay dividends to or repurchase its Equity Interests from the Lessee or another wholly-owned Subsidiary;

(iv) Any Adobe VC Partnership may make ordinary course distributions to its partners in ratable fashion, according to their respective interests; and

(v) The Lessee may Repurchase its Equity Interests from an employee of the Lessee or its Subsidiaries (A) in an amount equal to any taxes payable by such employee upon the exercise of options to purchase Equity Interests of the Lessee approved by the Board of Directors of the Lessee, or (B) upon termination of such employee’s employment with the Lessee or its Subsidiaries; provided the aggregate cash amount of such Repurchase, together with all other cash Repurchases by the Lessee under this subsection (v), shall not exceed $20,000,000 in the aggregate.

(f) Change in Nature of Business . Engage in any material line of business substantially different from those lines of business conducted by the Lessee and its Subsidiaries on the date hereof or any business substantially related or incidental thereto, provided the Lessee may establish and maintain an Eligible Captive Insurance Subsidiary.

(g) Transactions with Affiliates . Enter into any transaction of any kind with any Affiliate of the Lessee, whether or not in the ordinary course of business, except (i) for agreements with officers and directors of the Lessee or its Subsidiaries for

(A) indemnification or participation under the Lessee’s equity plans or (3) loans to or retention or severance agreements with officers and directors of the Lessee or its Subsidiaries, each as approved by the Board of Directors of the Lessee; (ii) on fair and reasonable terms substantially as favorable to the Lessee or such Subsidiary as would be obtainable by the Lessee or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; (iii) loans to Affiliates in which the Lessee or its Subsidiaries have made venture capital Investments, provided the material terms thereof are fair and reasonable as compared with other, similar venture capital Investments; or (iv) in connection with the provision of insurance to the Lessee and its Subsidiaries by an Eligible Captive Insurance Subsidiary as contemplated by Section 9.1(g).

SECTION 9.3. Financial Covenant . Until the termination of this Participation Agreement and the satisfaction in full by the Lessee of all Obligations, the Lessee shall not permit its Consolidated Leverage Ratio as of the end of any fiscal quarter (commencing with the fiscal quarter ended December 1, 2006) for any consecutive four-quarter period to be greater than 3.00 to 1.00.

ARTICLE X

GROUND LEASE

SECTION 10.1. Ground Lease . The Lessee will, for the benefit of the Lessor, perform all obligations, covenants and agreements to be performed by the Lessor, as tenant, under the Ground Lease, and the Lessor shall have no responsibility for compliance with such obligations, covenants and agreements. In addition to and not in limitation of any of the Lessee’s other obligations under the Lease, the Lessee shall punctually pay and perform for the benefit of the Lessor all of the obligations and liabilities whatsoever of the Lessor under the Ground Lease, including, without limitation, paying all rent due from time to time under the Ground Lease and indemnifying the Lessor from and against all claims for which the Lessor is liable under the Ground Lease to the landlord thereunder. The Lessee agrees that it will not take any action, or omit to take any action, that could result in a default under the Ground Lease or the termination of the Ground Lease.

ARTICLE XI

EXTENSION OF LEASE TERM;

SECTION 11.1. Right of Lessee to Extend . Lessee shall have the right, so long as no Lease Default shall have then occurred and be continuing (or shall have later occurred prior to the Original Expiration Date), to extend the Scheduled Lease Term Termination Date to March 26, 2017 (the “Renewal Option” ). If the Lessee elects to exercise the Renewal Option, the Lessee shall, not later than the date occurring one-hundred and eighty (180) days prior to March 26, 2012 (the “Original Expiration Date” ), give written notice (a “Term Extension Notice” ) to the Lessor, the Lenders and the Purchasers that Lessee elects to extend the Scheduled Lease Term Termination Date to March 26, 2017; provided, however, that unless the Lessee has either (i) exercised the option to purchase the Property pursuant to Article XVIII of the Lease or the

Remarketing Option pursuant of Article XX of the Lease, or (ii) delivered a written notice to the Lessor that the Lessee is electing not tot extend the then current Scheduled Lease Term Termination Date, prior to the 180 th day prior to the Original Expiration Date, Lessee shall be deemed to have exercised the Renewal Option, whether or not Lessee timely delivers a term Extension Notice as provided above. The Lessee and the Participants shall enter into such documentation evidencing and memorializing the exercise of the Renewal Option as each such party shall reasonably request. Such documentation shall, inter alia , contain (A) a recitation that each of the representations and warranties made by the Lessee in or pursuant to the Operative Documents shall be true and correct in all material respects as if made on and as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date), (B) satisfactory evidence (which may include legal opinions of counsel satisfactory to Lessor and Administrative Agent) of Lessee’s corporate authorization to enter into the Renewal Option, the continued enforceability of the Operative Documents as so amended and such other matters as Lessor and Administrative Agent shall reasonably request, and (C) any changes to the Maximum Recourse Amount that may be then required by GAAP.

ARTICLE XII

TRANSFERS OF PARTICIPANTS’ INTERESTS

SECTION 12.1. Assignments by Participants.

(a) Assignments by Lenders . Each Lender may, with the prior written consent of the Lessee, the Administrative Agent and the Lessor (which consents shall not be unreasonably withheld, provided, however , that (i) the consent of the Lessee shall not be required if a Lease Default shall have occurred and be continuing and (ii) no such consents shall be required in the case of an assignment by a Lender to another Lender or an Affiliate of a Lender), assign all or a portion of its rights and obligations hereunder to one or more commercial banks, financial institutions or “accredited investors” (as defined in Regulation D of the SEC); provided, that (i) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Operative Documents; and (ii) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assigning Lender’s Commitment (or the balance of such Commitment, if less). The Administrative Agent agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory Notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof).

(b) Assignments by Purchasers . Each Purchaser may assign all or a portion of its rights and obligations hereunder to one or more commercial banks, financial institutions or “accredited investors” (as defined in Regulation D of the SEC); provided, that (i) each such assignment shall be of a constant, not varying, percentage of all of the assigning Purchaser’s rights and obligations under the Operative Documents; and (ii) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assigning Purchaser’s Commitment (or the

balance of such Commitment, if less) pursuant to an assignment agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon surrender of any Certificate to the Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Purchaser of such Certificate or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Certificate or part thereof), the Lessor shall execute and deliver, at the Lessor’s expense (except as provided below), one or more new Certificates (as requested by the Purchaser thereof) in exchange therefor, in an aggregate principal amount equal to the Purchaser Balance of the surrendered Certificate. Each such new Certificate shall name such new Person as such Purchaser may request and shall be substantially in the form of the Certificate originally issued hereunder or under any Receivables Purchase Agreement. The Lessor may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Purchased Interests. Certificates shall not be transferred in denominations of less than $5,000,000, provided that if necessary to enable the registration of transfer by a Purchaser of its entire Purchased Interest, one Certificate may be in a denomination of less than $5,000,000.

(c) Assignments by Lessor . The Lessor may, with the prior written consent of the Lessee and the Administrative Agent (which consents shall not be unreasonably withheld; provided, however , that the consent of the Lessee shall not be required if any Lease Default shall have occurred and be continuing) assign all of its rights and obligations hereunder to any other Person pursuant to an assignment agreement in form and substance reasonably satisfactory to the Lessee and the Administrative Agent ( provided , that Lessee’s approval shall not be required if a Lease Default shall have occurred and be continuing), which assignment agreement shall, in the case of any assignment of less than all outstanding Lessor Amounts, include such agency provisions as the original Lessor may deem necessary or appropriate. The Lessor shall make such filings and give such notices as shall be necessary to evidence such assignment in all public offices where filings have been made under the Operative Documents, and the Lessee and the Administrative Agent shall cooperate with the Lessor in effecting such filings and notices. In connection with any assignment pursuant to this Section 12.1(c), the Lessee and the Administrative Agent will, promptly upon the request of the Lessor, execute and deliver an acknowledgment of such assignment and the succession of the transferee to all rights and obligations of the transferor Lessor under the Operative Documents in such form as the transferee may reasonably request in connection with an assignment pursuant to this Section 12.1(c).

(d) Effectiveness of Assignments . Upon (i) the delivery to the Lessee, the Lessor and the Administrative Agent of an assignment agreement in accordance with this Section 12.1, (ii) the receipt of any applicable consents required hereunder in connection therewith and (iii) in the case of any assignment by a Lender, the payment by the assignor or assignee Participant to the Administrative Agent for its own account of a transfer fee of $5,000, then, from and after the effective date specified in such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Participant under this Participation Agreement and the other Operative Documents and become a “Purchaser,” “Lender” or “Lessor” (as applicable) for all purposes of the Operative Documents and the assigning Participant shall, to the extent of the interest assigned by such Assignment Agreement release and be released from its rights and obligations under this Participation Agreement and the other Operative Documents.

SECTION 12.2. Participations . Any Participant may, at any time, sell to one or more financial institutions (each, a “Sub-Participant” ) participating interests in all or a portion of its rights and obligations under the Operative Documents, its Loans, its Purchased Interests or its Lessor Amounts; provided, however , that (a) no participation contemplated in this Section 12.2 shall relieve the applicable Participant from any of its obligations hereunder or under the other Operative Documents; (b) the Participant shall remain solely responsible for the performance of its obligations hereunder and under the other Operative Documents; (c) the Lessee and the other parties hereto shall continue to deal solely and directly with the Participant in connection with their respective obligations hereunder and under the other Operative Documents; (d) no Sub-Participant (unless such Sub-Participant is also a Participant) shall be entitled to require the Participant to take or refrain from taking any action hereunder or under the other Operative Documents, except that such Participant may agree with any Sub-Participant that such Participant will not, without the Sub-Participant’s consent, take any actions of the type described in Section 16.5(b) or agree to any amendment, waiver or modification that would (A) reduce (i) the principal amount of any Loan, (ii) the amount of Capital or (iii) the amount of any Lessor Amount participated in by such Sub-Participant, or reduce the interest rate, Return or Yield Rate applicable to or fees payable in respect of, any such Loan, Purchased Interests or Lessor Amount or (B) extend the Scheduled Lease Term Termination Date (except as otherwise provided herein); and (e) the Lessee shall not be required to pay any amount under this Participation Agreement that is greater than the amount which it would have been required to pay had no participating interest been sold.

SECTION 12.3. Pledge Under Regulation A . Anything in this Article XII to the contrary notwithstanding, each Participant may without the consent of the Lessee or any other Person assign and pledge all or any portion of its Loans, Purchased Interests or Lessor Amounts, as applicable, held by it to any Federal Reserve Bank or to the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise.

SECTION 12.4. Acknowledgment of Assignment of Lease and Rent . Lessee hereby acknowledges that the right of the Lessor to receive Rent and certain other rights under the Lease (other than the right to receive certain Excepted Payments) will be transferred by the Lessor to the Administrative Agent (for further distribution to the Purchasers and the Lenders as their interests may appear under the Operative Documents) pursuant to the Assignment of Lease and Rent; provided, however , that all Basic Rent and Supplemental Rent (other than Supplemental Rent in respect of Contingent Payments) shall be paid to the Administrative Agent for distribution as set forth in Article VII.

ARTICLE XIII

INDEMNIFICATION

SECTION 13.1. General Indemnification .

(a) Lease Term . During the Lease Term, the Les

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