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ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (“Assignment”) is executed to be effective as of December 1, 2006 (the “Effective Date”), by and between Qwest Communications Corporation, a Delaware corporation (“Assignor”) and Rackspace DAL1DC Management LLC, a Texas limited liability company (“Assignee”).

R E C I T A L S

WHEREAS, Assignor and CRI Industrial Development, L.P., a Texas limited partnership entered into that certain Lease Agreement dated January 26, 2000 (as amended by the First Amendment to Lease Agreement dated as of January 23, 2001, the “Lease”), demising approximately 144,423 rentable square feet (the “Premises”) in that certain building commonly known as Heritage Business Park Building IV, (the “Building”) of Heritage Business Park (the “Project”) located in the City of Grapevine, Tarrant County, Texas;

WHEREAS, Assignor and Assignee entered into that certain Sublease Agreement dated as of July 22, 2004 (the “Sublease”), with respect to a subletting by Assignee of a portion of the Premises consisting of approximately 54,000 rentable square feet;

WHEREAS, Assignor desires to assign the Lease to Assignee and Assignee desires to assume Assignor’s obligations under the Lease upon the terms and conditions stated herein; and

WHEREAS, Assignor and Assignee have agreed to terminate the Sublease pursuant to a Sublease Termination Agreement between Assignor and Assignee (the “Termination”), and to enter into a Consent to Assignment and Other Agreements with Landlord (the “Consent”);

NOW, THEREFORE, in consideration of the foregoing premises, in the respective undertakings of the parties hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Conditions Precedent. The execution by all appropriate parties of the Termination and the Consent are conditions precedent to the parties’ obligations under this Assignment.

2 Assignment. Assignor grants, assigns and transfers to Assignee, its successors and assigns, all right, title and interest in, to and under the Lease and Assignee accepts from Assignor all right, title, and interest in the Lease, subject to the terms and conditions set forth in this Assignment.

3. Assumption of Lease Obligation. Assignee assumes and agrees to perform and fulfill all of the terms, covenants, conditions, and obligations required to be performed and fulfilled by Assignor as tenant under the Lease first arising or occurring on or after the Effective Date. Assignor agrees to perform and fulfill all of the terms, covenants, conditions, and obligations required to be performed and fulfilled by Assignor as tenant under the Lease arising or occurring prior to the Effective Date.

4. Indemnification. Assignor hereby indemnifies and agrees to defend and hold Assignee harmless from and against any and all claims and obligations accruing under the Lease prior to the Effective Date, except to the extent the same are caused by Assignee, and Assignee hereby indemnifies and agrees to defend and hold Assignor harmless from and against any and all claims and obligations accruing under the Lease on and after the Effective Date.

5. Assignor’s Covenants. Assignor covenants that the copy of the Lease attached as Exhibit A is a true, correct and complete copy of the Lease as currently in effect and that there exists no other agreement affecting the Assignor’s tenancy under the Lease. Assignor warrants that as of the Effective Date, there is no uncured default under the Lease and agrees to hold Assignee harmless from any claim, demands or performance under the Lease occurring prior to the Effective Date.

6. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the parties hereto, their successors and assigns. This Assignment and the rights and obligations herein may not be transferred or assigned by one party without the other party’s written consent.

7. Counterparts. This Assignment may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument but all such counterparts together shall constitute one Assignment.

8. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, the parties have executed this Assignment on the dates set forth below.

[SIGNATURES ON FOLLOWING PAGES]

EXHIBIT A

LEASE

LEASE AGREEMENT

THIS LEASE AGREEMENT is dated this 26th day of January, 2000, between CRI INDUSTRIAL DEVELOPMENT, L.P., a Texas limited partnership (“Landlord”) and the Tenant named below.

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TABLE OF CONTENTS

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LIST OF DEFINED TERMS

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1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, to have and to hold for the Lease Term, subject to the terms covenants and conditions of this Lease

2. Acceptance of Premises. Except as may otherwise be expressly provided in a Construction Addendum attached hereto (if any), Tenant shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein Landlord represents and warrants that, as of the date Landlord tenders possession of the Premises to Tenant, the base building shell shall comply with all applicable Legal Requirements (as hereinafter defined) specific to base building shells, including the American with Disabilities Act, but specifically excluding zoning ordinances and other Legal Requirements specific to Tenant’s use of the Premises; provided, however that if the base building shell is not in compliance with such Legal Requirements and Tenant cannot commence construction of Tenant Improvements (as defined in Exhibit C) because of such lack of compliance caused by Landlord, then Landlord shall use commercially reasonable efforts to being the base building shell into such compliance within thirty (30) days of delivery of possession of the Premises to Tenant. For the purposes of the foregoing, if the lack of compliance is the result of Landlord’s failure to obtain any certificate from a governmental authority, then the issuance of the appropriate certificate by the applicable governmental authority following the base building final inspection shall satisfy the foregoing requirements. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes TENANT ACKNOWLEDGES THAT SUBJECT TO THE TERMS OF THIS LEASE (a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in this Section 2 and Sections 10 and 11 (d), in no event shall Landlord have any obligation for any defects if the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under this Section 2 and Sections 10 and 11 (d), and any punchlist items agreed to in writing by Landlord and Tenant.

3. Use.

(a) Subject to Tenant’s compliance with all zoning ordinances and Legal Requirements (as hereinafter defined), the Premises shall be used only for the purpose of the operation, instillation, maintenance, repair and replacement of telecommunications equipment and its related facilities, collocation with Tenant’s customers, and for general office use (the “Telecommunication Use”), an administration

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office, computer systems, engineering, data services, receiving, storing, shipping and selling (but limited to wholesale and internet sales) products, materials and merchandise made and/or distributed by Tenant, maintaining a Meet Me Room (as defined in Section 46), which may be used by other internal service providers, provided Tenant shall (1) insure that all third parties who use the Meet Me Room comply with all of the terms and conditions of this lease and (2) remain primarily liable for all of the obligations of the “Tenant” under this Lease, and for such other lawful purposes as may be incidental thereto; however, no retail sales may be made from the Premises. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. The population density within the Premises as a whole shall at no time exceed one person for each 333 rentable square feet of office space in the Premises (not to exceed five percent (5%) of the Premises for the purpose of this calculation) and one person for each 1,000 rentable square feet of non -office space in the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project Subject to Section 43 and all applicable legal Requirements, outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlord’s prior written consent. Tenant shall not do or permit anything to be done in or about the Premises, the Building or the Project that will unreasonably interfere with the rights of other tenants of the Building or the Project or allow the Premises to be used for any unlawful purpose”. Tenant shall not do, permit or suffer in on, or about the Premises the use or sale of any alcoholic liquor without the prior written consent of Landlord

(b) Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, “Legal Requirements”) The Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any regulations promulgated hereunder, all as may be amended from time to time Tenant shall, at its expense, make any alterations or modifications, within or without the Premises, that are required by Legal Requirements related to Tenant’s specific use or occupation of the Premises Tenant will not use or permit the Premises to be used for any purpose or in any manner (other than Tenant’s permitted use) that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler credits. If any increase in the cost of any insurance on the Premises or the Project is caused by Tenant’s use or occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord. Any entrance into or occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease, except for the payment of rent.

(c) Tenant and its employees and invitees shall have the non-exclusive right to use, in common with others, any areas designated by Landlord from time to time as common areas for the use and enjoyment of all tenants and occupants of the Project (the “Common Area”), subject to such reasonable rules and regulations as Landlord may promulgate from time to time. Notwithstanding the foregoing, no designation or re-designation by Landlord, nor any of the rules and regulations, will, in Landlord’s reasonable discretion, materially impair the visibility of any signage installed on the exterior of the Building by Tenant pursuant to the terms and provisions of this Lease or materially impair pedestrian and vehicular access to the Premises

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4. Base Rent. Tenant shall pay Base Rent in the amount set forth on the first page of this Lease The Base Rent for calendar month November 2000 and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date hereof, and, subject to Exhibit H. Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time by written notice delivered in accordance herewith. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except where expressly provided in this Lease. Tenant acknowledges that late payment by Tenant to Landlord of any rent due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impractical to determine. Therefore, if Tenant is delinquent in any monthly installment of Base Rent, estimated Operating Expenses or other sums due and payable hereunder for more than five (5) days, Tenant shall pay to Landlord on demand a late charge equal to five percent (5%) of such delinquent sum. The parties agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of such late payment by Tenant Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first two (2) occurrences (but not any subsequent occurrence) during any 12-month period that tenant fails to make payment when due, until five (5) days after Landlord delivers written notice of such delinquency to Tenant. The provision for such late charge shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as a penalty.

5. Security Deposit. [Intentionally deleted].

6. Operating Expense Payments

(a) During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, but not more than twice per year, of Tenant’s Proportionate Share (hereinafter defined) of Operating Expenses for the Project Payments thereof for any fractional calendar month shall be prorated

(b) The term “Operating Expenses” means all costs and expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Project including, but not limited to costs of: Common Area utilities; maintenance, repair and replacement of all portions of the Common Area of the Project, including without limitation, paving and parking areas, roads, roofs (except that Landlord is responsible for replacement of the roof as provided in Section 10, Tenant being responsible only for Tenant’s Proportionate Share of the cost of roof repairs), roof membrane, alleys, and driveways; mowing, snow removal, landscaping, and exterior painting; the cost of maintaining utility lines, fire sprinklers and fire protection systems, exterior lighting and mechanical and building systems serving the Building or Project; amounts paid to contractors and subcontractors for services performed in connection with any often foregoing (provided such amounts are not duplicated under this definition of Operating Expenses); charges or assessments of any association to which the Project is subject; reasonable fees payable to tax consultants and attorneys for consultation and contesting taxes consistent with customary business practices of landlords that own similar class light industrial/warehouse buildings located in the Dallas-Fort Worth metropolitan area; environmental insurance or environmental management fees; the cost of any insurance deductibles for insurance required to be maintained by Landlord hereunder: property management fees payable to a property

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manager, including any affiliate of Landlord, or if there is no property manager an administration fee of two and one-half percent (2.5%) of the Base Rent payable to Landlord; security services, if any; trash collection sweeping and removal for the Common Area; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Project or the Building as a bulk warehouse/industrial or service center facility in the market area in a manner consistent to the level of operation that is typical in other similar class warehouse/industrial or service center facilities located in the market area in which the Project is located, provided that the cost of such additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or ten (10) years and included in Operating Expenses only to the extent of the amortized amount for the respective calendar year. In addition, Operating Expenses shall include (l) Taxes (hereinafter defined) for each calendar year during the Lease term, and (2) the cost of insurance maintained by Landlord for the Project for each calendar year during the Lease Term.

(c) Notwithstanding the foregoing, Operating Expenses do not include (1) costs, expenses, depreciation or amortization for capital repairs and capital replacements required to be made by Landlord under Section 10 of this Lease; (2) debt service under mortgages or ground rent under ground leases; (3) costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto; (4) leasing commissions or the costs of renovating space for tenants; (5) any costs or legal fees incurred in connection with any particular tenant or (6) costs of cleaning, remediating and/or restoring any portion of the Project resulting from the release of Hazardous Materials by Landlord, its agents or employees. The cost of any repairs or replacements which are classified as capital improvements under generally accepted accounting principles shall be amortized with interest over the lesser of the useful life of the improvement or ten (10) years and included in Operating Expenses only to the extent of the amortized amount for the respective calendar year.

(d) By April 15 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a reconciliation of Operating Expenses for the previous year. If Tenant’s total payments of Operating Expenses for any year are less than Tenant’s Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after demand, and if more, then Landlord shall retain such excess and credit it against Tenant’s next payments Landlord shall maintain books and records of Operating Expenses for a period of two (2) years following the end of each calendar year Within 180 days following Tenant’s receipt of a year end reconciliation of Operating Expenses and upon ten (10) days’ prior written notice, so long as no Event of Default then exists under this Lease, Tenant or Tenant’s independent certified public accountant (which accountant shall be subject to Landlord’s reasonable approval and shall not be compensated in whole or in part on a contingency basis) shall have the right to audit Landlord’s books and records relating to the prior year’s Operating Expenses at a mutually convenient time at Landlord’s local office, if one exists, or if none exists, at Landlord’s main offices. Provided the requirements of this Section are satisfied; Landlord hereby approves any of the “Big Five” accounting firms to perform such audit or inspection. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. Provided Landlord’s accounting for Operating Expenses is consistent with the terms of this Lease, Landlord’s good faith judgment regarding the proper accounting for Operating Expenses shall be binding on Tenant in connection with any such audit or inspection. Tenant agrees to provide to Landlord copies of any and all reports, summaries

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conclusions, and other results of such audit within ten (10) days following Tenant’s receipt thereof. If the audit discloses that the total amount invoiced to Tenant after year-end reconciliation for such year exceeds the actual Operating Expenses, Landlord shall credit the amount of overpayment towards any outstanding Base Rent, Operating Expenses or any other amounts due under this Lease, and then to Tenant’s next due payment of Operating Expenses, or if this Lease has expired, Landlord shall promptly refund the same to Tenant. If such audit discloses that the total amount invoiced to Tenant after year-end reconciliation for such year is less than Tenant’s Proportionate Share of Operating Expenses, Tenant shall pay the same to Landlord within thirty (30) days after receipt of the audit results Tenant and Tenant’s accountant shall keep the results of any such audit confidential as to all parties other than Landlord, and shall enter into a written confidentiality agreement prior to conducting such audit at Landlord’s request. Tenant shall pay the cost of such audit or inspection, including $150 per hour of Landlord’s or the building manager’s employee time devoted to such inspection or audit to reimburse Landlord for its overhead cost allocable to the time devoted to such inspection or audit, unless the total Operating Expenses for the period in question is determined to be in error by more than five percent (5%) in the aggregate, in which case Landlord shall pay the audit costs (not to exceed the amount tenant was overcharged for the period in question). Notwithstanding the foregoing, Landlord shall not charge Tenant a per hour fee for the Landlord’s or the building manager’s employee time for the first four (4) hours of such audit or inspection. For purposes of calculating Tenants Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease

(e) With respect to Operating Expenses which Landlord allocates to the entire Project because such Operating Expenses are related to the operation of the Project generally or portions of the Project other than the Building, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this lease as Tenant’s Proportionate Share of the Project as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Project; and, with respect to Operating Expenses which Landlord allocates only to the Building because such Operating Expenses are related solely to the operation of the Building, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Proportionate Share of the Building as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Building Landlord may equitably increase Tenant’s Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project or Building that includes the Premises or that varies with occupancy or use The estimated Operating Expenses for the Premises set forth on the first page of this Lease are only estimates, and Landlord makes no guaranty or warranty that such estimates will be accurate.

7. Utilities. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer, sprinkler services, refuse and trash collection, and other utilities and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like pertaining to Tenant’s use of the Premises. Landlord may cause at Tenant’s expense any utilities to be separately metered or charged directly to Tenant by the provider. Without limiting the foregoing, Tenant, at its sole cost and expense, shall pay the cost of all equipment, meters, switches, transformers, feeders, risers, and wiring required to provide electrical service to the Premises and Tenant’s Equipment (collectively, the “Electrical Equipment”) Tenant may, at Tenant’s sole cost and expense, have the local electric utility company provide electrical current to the Building through dual feeds served by separate substations, subject to Landlord’s prior written consent, and Landlord shall use reasonable efforts, at Tenant’s sole cost and expense, to assist Tenant in obtaining such dual feeds from such local utility company Landlord will

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provide Tenant’s electrical service provider reasonable access to the Building to install, at a location therein acceptable to Landlord, the transformer required to furnish electrical service to the Premises The installation of all Electrical Equipment shall be done only in accordance with plans and specifications that have been previously submitted to and approved by Landlord in writing and shall be subject to the provisions of Section 12 The use of electricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring, as they may exist from time to time, in the Premises. Any risers or wiring required to meet Tenant’s excess electrical requirements shall (a) comply with legal Requirements and the provisions of Section 12 of this Lease, (b) be installed by Tenant, at Tenant’s cost, and (c) not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous condition, or interfere with or disturb other tenants of the Building. Whenever Tenant is required to pay the cost of any Electrical Equipment under the foregoing provisions, the cost thereof shall include the cost of installation, operation, use and maintenance of such Electrical Equipment. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by Landlord. Tenant agrees to limit use of water and sewer for normal restroom use. To the extent electricity is provided to the Premises by means of a direct feed from the utility provider, Landlord makes no representation or warranty to Tenant concerning the quantity or availability of electrical power or electrical service to the Premises or for Tenant’s Equipment No interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent; provided, however, that if the interruption or cessation of utilities resulted from a cause within landlord’s exclusive control and the Premises are not usable by Tenant for the conduct of Tenants business as a result thereof, Base Rent and applicable Operating Expenses shall be abated for the period which commences one (1) full business day after the date Tenant gives to Landlord written notice of such interruption until such time as the utilities required for the conduct of Tenant’s business are restored. Tenant shall not be entitled to such abatement if Tenant is in fact conducting business in the Premises during such interruption of utilities.

8. Taxes. Landlord shall pay all taxes, assessments and governmental charges (collectively referred to as “Taxes”) that either (a) accrue against the Project during the Lease Term if such taxes are payable in advance, or (b) are assessed against the Project during the Lease Term if such Taxes are payable in arrears. Taxes shall be included as part of the Operating Expenses charged to Tenant pursuant to Section 6 hereof during each year of the Lease Term, based upon Landlord’s reasonable estimate of the amount of Taxes, and shall be subject to reconciliation and adjustment pursuant to Section 6 once the actual amount of Taxes is known. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens thereof and any costs incurred in such contest may be included as part of Taxes. All capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, transaction, sates or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises and/or the Project or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as additional rent; provided, however, in no event shall Tenant be liable for any net income taxes imposed on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder. If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant, and if any such taxes are levied or assessed against Landlord or Landlord’s property and (1) Landlord pays them or (2) the assessed value of Landlords property is increased thereby and Landlord pays the increased taxes, then Tenant shall pay to Landlord such taxes within ten (10) days after Landlord’s request therefor.

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9. Insurance.

(a) Landlord shall maintain all risk property insurance covering the full replacement cost of the Building (excluding foundations), less a commercially reasonable deductible if Landlord so chooses Landlord may, but is not obligated to, maintain such other insurance and additional coverages as reasonably prudent Landlord would maintain, including, but not limited to, commercial liability insurance, flood insurance, and rent loss insurance. All such insurance shall be included as part of the Operating Expenses charged to Tenant pursuant to Section 6 hereof. The Project or Building may be included in a blanket policy (in which case the cost of such insurance allocable to the Project or Building will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant’s use of the Premises (as evidenced on bills or statements from the applicable insurance carrier).

(b) Effective as of the earlier of: (1) the date Tenant enters or occupies the Premises; or (2) the Commencement Date, and continuing during the Lease Term, Tenant, at its expense, shall obtain, and maintain in full force the following insurance coverage: (A) all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant or for Tenant’s benefit; (B) worker’s compensation insurance with no less than the minimum limits required by law; (C) employer’s liability insurance with such limits as required by law; and (D) commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum umbrella limit of $2,000,000, for a total minimum combined general liability and umbrella limit of $3,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in or about the Premises Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord and Landlord’s agents as additional insureds , insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless thirty (30) days prior written notice shall have been given to Landlord, contain a hostile fire endorsement or amended pollution endorsement, and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies) Such certificates, or at Landlord’s option, copies of the policies evidencing coverage shall be delivered to Landlord by Tenant at least ten (10) days prior to the Commencement Date and at least fifteen (15) days prior to each renewal of said insurance. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord copies of such policies and certificates evidencing the coverage required herein, Landlord, in addition to any remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus an administrative fee of fifteen percent (15%) of the cost.

(c) Tenant may provide self-insurance in lieu of the insurance required in Section 9.(b), whether by the establishment of an insurance fund or reserve to be held and applied to make good losses from casualties, or otherwise, which conforms to the practice of large corporations maintaining systems of self-insurance. As a condition to establishing a self-insurance plan in lieu of the insurance provided in Section 9 (b), Tenant shall deliver to Landlord the following: (i) a certificate of an independent actuary or other independent, qualified person reasonably acceptable to Landlord stating that the self-insurance plan is adequate to provide the protection of the insurance policies described in Section 9.(b) and (ii), a balance sheet as of the end of the most recent quarter of the then-current fiscal year of Tenant (or, if the first quarter in such fiscal year has not expired, the last quarter of the previous fiscal year), prepared by a national firm of certified public accountants (reasonably acceptable to Landlord) in accordance with generally accepted

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accounting principles consistently applied (“GAAP”), accompanied by such accounting firm’s unqualified opinion that the tangible net worth of Tenant exceeds $100,000,000.00. Thereafter, Tenant shall deliver to Landlord as soon as available (and in any event within forty-five (45) days) after the end of each fiscal year, a balance sheet for such fiscal year, prepared by a national firm of certified public accountants (reasonably acceptable to Landlord) in accordance with GAAP, accompanied by such accounting firm’s unqualified opinion that the tangible net worth of Tenant exceeds $100,000,000.00. If at any time Tenant’s tangible net worth is less than $100,000,000.00, Tenant shall be required to immediately obtain and maintain the insurance provided in Section 9 (b). “Tangible Net Worth” means the excess of total assets over total liabilities (in each case, determined in accordance with GAAP excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, trademarks, trade names, copyrights and franchises).

(d) The all risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment permits insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against The failure of a party to insure its property shall not void this waiver. Notwithstanding anything to the contrary contained herein, Tenant hereby waives any claims against Landlord, and its officers, directors, employees, managers, agents, invitees and contractors for any loss or damage insured against or required to be insured against hereunder (whether by self-insurance or otherwise), regardless of whether the negligence or fault of Landlord caused such loss; and Landlord hereby waives any claims against Tenant, and its officers, directors, employees, managers, agents, invitees and contractors for any loss or damage insured against or required to be insured against hereunder to the extent insurance proceeds are received therefore or Landlord would have received had Landlord carried the insurance required to be maintained by Landlord under Section 9 (a), regardless of whether the negligence or fault of Tenant caused such loss; however, Landlord’s waiver shall not apply to any deductible amounts maintained by Landlord under its insurance

10. Landlord’s Repairs. This Lease is intended to be a net lease; accordingly, Landlord’s maintenance and repair obligations are limited to the replacement of the Building’s roof and maintenance of the foundation piers and structural members of the exterior walls, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents, employees and contractors excluded. The term “walls” as used in this Section 10 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries, all of which shall be maintained by Tenant. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section 10, after which Landlord shall have a reasonable opportunity to repair such item. Landlord shall also maintain in good repair and condition the parking areas and other common areas of the Building, including, but not limited to driveways, alleys, landscape and grounds surrounding the Premises, the cost of such maintenance, repair and replacement to be paid in accordance with Section 6 hereof.

11. Tenant’s Repairs.

(a) Subject to Landlord’s obligation in Section 10, Tenant, at its sale expense, shall repair, replace and maintain in good condition all portions of the Premises and all areas, improvements and systems exclusively serving the Premises including, without limitation, dock, dock equipment and loading areas, dock doors, plumbing, water, and sewerlines up to the perimeter of the Premises, (or up to points of common connection if such damage to the plumbing, water and sewer lines is caused by tenant) entries, doors, ceilings, windows, interior walls, and the interior side of demising walls, and heating, ventilation and

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air conditioning systems, and other building and mechanical systems serving the Premises. Such repair and replacements include capital expenditures and repairs whose benefit may extend beyond the Lease Term. Maintenance and repair of the heating, ventilation and air conditioning systems and other mechanical and building systems serving the Premises, and, subject to Landlord’s obligation in Section 10, any repairs to the roof, shall be at Tenant’s expense pursuant to maintenance service contracts entered into by Tenant or, at Landlord’s written election, by Landlord (but at Tenant’s expense). The scope of services and contractors under such maintenance contracts shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.

(b) In the event that any repair or maintenance obligation required to be performed by Tenant hereunder may affect the structural integrity of the Building (e.g., roof, foundation, structural members of the exterior walls), prior to commencing any such repair, Tenant shall provide Landlord with written notice of the necessary repair or maintenance and a brief summary of the structural component or components of the Building that may be affected by such repair or maintenance. Within ten (10) business days after Landlord’s receipt of Tenant’s written notice (except in cases of emergency, in which case Landlord shall use commercially reasonable efforts to promptly respond to Tenant’s written notice), Landlord shall have the right but not the obligation, to elect to cause such repair or maintenance to be performed by Landlord, or a contractor selected and engaged by Landlord, but at Tenant’s sole cost and expense. The foregoing sentence is not intended to obligate Tenant to pay for repairs or maintenance to those structural items which are Landlord’s responsibility pursuant to Section 10 above, but shall only require Tenant to pay for the repair and maintenance to such structural components to the extent such repair or maintenance is necessitated due to the performance of Tenant’s repair and maintenance obligations pursuant to this Section 11.

(c) Within the fifteen (15) day period prior to the expiration or termination of this Lease, Tenant shall deliver to Landlord a certificate from an engineer reasonably acceptable to Landlord certifying that the hot water equipment and the HVAC system are then in good repair and working order. If Tenant fails to perform any repair or replacement for which it is responsible, Landlord may perform such work and be reimbursed by Tenant within ten (10) days after demand therefor Subject to Sections 9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Building or Project that results from damage caused by Tenant, its agents, contractors, or invitees and any repair that benefits only the Premises

(d) Landlord warrants to Tenant that the plumbing, electrical, mechanical, irrigation, Parking Area and roof systems in and/or serving in the Premises shall be in good working order as of the Commencement Date. Tenant shall have a ninety (90) day period beginning with the Commencement Date to notify Landlord of any defects that exist in any of such systems. If Tenant delivers to Landlord written notice of any such defects, Landlord shall promptly repair the defects in question. All such systems for which Tenant has not delivered to landlord written notice of a defect therein within such 90-day period shall conclusively be deemed to be in good working order and Tenant shall thereafter maintain such systems in good repair and condition as required by this Lease.

12. Tenant-Made Alterations and Trade Fixtures

(a) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Tenant-Made Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld for Tenant-Made Alterations that (1) do not affect the structural components or exterior of the Building (including without limitation, roof membrane, the dock and loading

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areas, truck doors, entry doors or windows), or the mechanical, plumbing or building systems of the Building, and (2) are not visible from outside the Premises or Building. Tenant agrees that it shall not be deemed unreasonable for Landlord to condition its consent to any Tenant-Made Alteration on Tenant’s agreement to remove the same and repair any damage caused by such removal at the expiration or earlier termination of this Lease. If Landlord has not consented to the final plans and specifications with respect to such proposed Tenant-Made Alterations to the Premises within twenty (20) business days after submission by Tenant to Landlord of such final plans and specifications, then such plans and specifications, subject to Landlord’s written consent to any changes to such final plans and specifications, shall be de