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AGREEMENT OF LEASE

LEVEL 3 COMMUNICATIONS, LLC

LANDLORD

AND

RACKSPACE SATDC, LTD.

TENANT    

-i-

AGREEMENT OF LEASE, dated as of April 24, 2002, between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company with an address at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 (“Landlord”), and RACKSPACE SATDC, LTD., a Texas limited partnership, with an office at 112 E. Pecan Street, San Antonio, Texas 78205 (“Tenant”).

W I T N E S S E T H:

The parties hereto, for themselves, their legal representatives, successors and assigns, covenant and agree as follows.

ARTICLE 1. DEFINITIONS; INTERPRETATION

Section 1.1 For all purposes of this Lease, the following terms shall have the following meanings:

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Section 1.2 All of the Exhibits attached to this Lease are incorporated in and made a part of this Lease, but in the event of any conflict or inconsistency between the provisions of this Lease and the Exhibits, the provisions of this Lease shall control. As used in this Lease: (a) the word “or” is not exclusive and the word “including” is not limiting, (b) references to a law include any rule or regulation issued under the law and any amendment to the law, rule or regulation, (c) whenever the words “include”, “includes”, or “including” appear, they shall be deemed to be followed by the words “without limitation”, (d) personal pronouns shall be deemed to include the other genders and the singular to include the plural, (e) all references to notices to be given by or to a party shall, unless otherwise expressly stated, be deemed to refer to written notices, and (f) all Article and Section references shall, unless otherwise expressly stated, be deemed references to the Articles and Sections of this Lease. Wherever a period of time is stated in this Lease as commencing or ending on specified dates, such period of time shall be deemed (i) inclusive of such stated commencement and ending dates, and (ii) to Commence at 12:00 A.M. Eastern Time on such stated commencement date and to end at 11:59 P.M. Eastern Time on such stated ending date. The captions used in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision hereof

ARTICLE 2. DEMISE, PREMISES, TERM, RENT, GUARANTY

Section 2.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Rent Commencement Date and to end

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on the Expiration Date, at an annual rent (“Fixed Rent”) initially equal to Thirty One and 50/100 Dollars ($31.50) per Rentable Square Foot of Premises Area. Fixed Rent shall be increased on each anniversary of the Commencement Date by an amount equal to three percent (3.0%) of the Fixed Rent then payable, so that increases in Fixed Rent shall be cumulative, compounded at the rate of 3% per annum over the Term. By way of illustration, Fixed Rent, on a per Rentable Square Foot basis, rounded to the nearest cent, will increase as follows:

which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United States, in monthly installments in advance on the first (1^st) day of each calendar month during the Term (each such date, a “Payment Date”), at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check or by wire transfer of immediately available funds.

Section 2.2 Notwithstanding anything to the contrary contained herein, simultaneously with the execution and delivery of this Lease, Tenant shall (i) deliver to Landlord the Guaranty, executed by Guarantor, in the form attached to this Lease as Exhibit D, (ii) pay to Landlord the sum of Twenty-six Thousand Two Hundred Fifty Dollars ($26,250.00) representing the installment of Fixed Rent for the Premises for the first (1^st) full calendar month of the Term after the Rent Commencement Date for the Premises, and (iii) pay to Landlord the sum of Two Hundred Thousand Dollars ($200,000) representing the Security Deposit as set forth in Section 30. If the Rent Commencement Date is not the first day of a month, then on or before such Rent Commencement Date, Tenant shall pay Fixed Rent for the period from such Rent Commencement Date through the last day of the month in which such Rent Commencement Date occurs.

Section 2.3 Fixed Rent and all other sums payable hereunder shall be paid by Tenant without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction.

Section 2.4 Notwithstanding anything to the contrary set forth in Section 2.1, so long as no Event of Default shall then have occurred and be continuing, Tenant shall have no obligation to pay Fixed Rent on account of the period commencing on the Delivery Date and ending on the Rent Commencement Date. Nothing contained herein shall affect Tenant’s obligation to make any other payment under this Lease during such period, specifically including Additional Rent.

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Section 2.5 (a) Although neither party shall have any obligation, it is anticipated Tenant may purchase from Landlord and Landlord may provide to Tenant certain services outside the scope of this Lease, such as internet access and data transport services, which Tenant will pay on a monthly basis pursuant to a separate written agreement (the “Service Agreement”). Such Service Agreement shall not merge or be considered a part or any portion this Lease in any manner and such Service Agreement shall only be used as a reference to assist the parties in determining the Discount to Fixed Rent, if any.

(b) Notwithstanding the Fixed Rent set forth in Section 2.1 above, the Fixed Rent shall be adjusted as described in this Section 2.5 as mutually agreed by Landlord and Tenant. As of the last day of each calendar quarter (i.e., March 31, June 30, September 30, and December 31) Tenant shall review, prepare and deliver an accurate report dated as of the last day of the respective calendar quarter (the “Quarterly Report”) to Landlord, pursuant to provisions of Section 25, identifying: (i) the amount Tenant actually paid to Landlord each month for services provided to Tenant by Landlord outside the scope of this Lease for each of the previous twelve (12) months (the “Monthly Service Payment”), (ii) the average monthly amount paid for such services (i.e., sum of the above described twelve (12) Monthly Service Payments divided by twelve (12) (the “Average Monthly Service Payment”), (iii) the discount Tenant believes it is entitled to hereunder (the “Discount”) and (iv) the adjusted Fixed Rent amount calculated using the Discount (the “Adjusted Fixed Rent”). For purposes of this Section 2.5, the Discount shall be determined by the corresponding Average Monthly Service Payment as identified in the table below. The Discount, if any, shall only be applicable for the three (3) months immediately following the date of the Quarterly Report. If no Quarterly Report is received by Landlord within fifteen (15) Business Days from the last day of the respective calendar quarter the Fixed Rent shall default to the appropriate amount set forth in Section 2.1, above.

For example, if the Average Monthly Service Payment for the current period was $33,500 the Discount would equal $6.00 and the Adjusted Fixed Rent (assuming the discount is taken prior to the 2^nd anniversary of the Commencement Date) until the next Quarterly Report (three months) would equal $ 26.45 (32.45 – 6.00).

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Section 2.6 The Discount, if any, applicable as set forth above in Section 2.5, shall be applied following Landlord’s and Tenant’s mutual approval of the applicable Quarterly Report. In the event Landlord disputes any facts contained in the Quarterly Report, no Discount shall be applied unless and until Landlord and Tenant have mutually resolved such dispute. In the event Landlord and Tenant agree Tenant has the right to a Discount and Tenant has already paid the full Fixed Rent for the period entitled to the Discount, Landlord shall credit against future installments of Fixed Rent under this Lease, an amount equal to the entitled Discount for such period. Tenant shall not be allowed to claim a Discount or request a rebate or refund of any Fixed Rent for those periods where Landlord failed to timely receive from Tenant the applicable Quarterly Report. Nothing in Sections 2.5 and 2.6 shall be construed to allow or give Tenant the right to hold back or fail to pay the entire unadjusted Fixed Rent until Landlord and Tenant have agreed to the Discount and have set forth the Adjusted Fixed Rent for the appropriate period. Tenant’s failure to pay the entire unadjusted Fixed Rent when due, notwithstanding the fact Tenant may be entitled to a Discount, shall be considered a payment default pursuant to Section 16.1. Notwithstanding anything in this Section 2 to the contrary, in the event Tenant is credited any amounts under the Service Agreement, such amounts credited shall be deducted from the respective Monthly Services Payment and Average Monthly Service Payment as necessary to calculate the appropriate Discount, if any. In the event a Discount is reduced and a greater Rent amount is due Landlord, Tenant agrees to pay all such amounts within ten (10) Business Days’ from Landlord’s request.

ARTICLE 3. USE AND OCCUPANCY

Section 3.1 Tenant shall use and occupy the Premises for the Permitted Use and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in any manner not permitted hereunder, or which would adversely affect (a) the functioning of the Building Systems, (b) the use or enjoyment of any part of the Building by any other tenant or other occupant, or (c) the appearance, character or reputation of the Building.

Section 3.2 Landlord shall not be subject to any liability for any delay or failure in delivering possession of the Premises or any portion thereof to Tenant on any specific date, and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the term of this Lease, except that Fixed Rent and Additional Rent shall be abated until possession of the Premises or portion thereof shall be delivered to Tenant.

Section 3.3 Landlord shall allow Tenant and Landlord’s employees the exclusive use of those certain parking spaces identified in Exhibit E, at no additional charge by Landlord.

Section 3.4 Landlord agrees to make available or cause to be made available to Tenant without warranty the use of the equipment and fixtures for the Premises only as specifically set forth in Exhibit F (“Premises Equipment”) through the Term or earlier expiration of this Lease; provided, however, Tenant agrees to consistently and routinely through the Term maintain and service all such Premises Equipment pursuant to applicable manufacturer standards and requirements as determined in Landlord’s discretion. Prior to the Rent Commencement Date, Tenant shall enter into full service maintenance contracts covering certain portions of the Premises Equipment (as identified in Exhibit F) and shall provide Landlord copies of all such contracts pursuant to the provisions in Section 25.

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ARTICLE 4. ALTERATIONS

Section 4.1 (a) Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, which consent may be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withhold its consent to Alterations proposed to be made by Tenant to adapt the Premises for the Permitted Use provided that such Alterations (i) are not Structural Alterations, (ii) are performed only by contractors approved in writing by Landlord as provided in Section 4.2(b), (iii) do not affect any part of the Building other than the Premises and Equipment Space, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, and (v) do not reduce the value or utility of the Building. For purposes of this Article 4, “Structural Alterations” means Alterations which affect the structural elements of the walls, floors, ceiling or columns of the Building or any components of the exterior of the Building or affect (outside of the Premises) the Building Systems or services in a manner which would adversely affect the provision of services to other Building tenants.

(b) Landlord acknowledges and agrees that the following shall not constitute Alterations for the purposes of this Article 4: (i) installation, relocation, removal or replacement of telecommunications equipment in the normal course of Tenant’s business which are located wholly within the Premises, not permanently affixed to the Building, and removable without damage to the Premises and the Building, and (ii) changing of wall coverings, carpeting or paint, provided that Tenant shall give Landlord prior notice of the performance of such work in the Premises.

Section 4.2 (a) Prior to making any Alterations, Tenant shall at its expense (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications (including designation of construction worker and vehicle access points and staging areas) therefore in form satisfactory to Landlord, (ii) if such Alterations require a filing with any Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Laws to the extent necessary for such governmental filing or consent, (iii) obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of insurance which evidence worker’s compensation coverage (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations), commercial general liability insurance (including property damage coverage), comprehensive form automobile liability insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, any Superior Lessor and any Mortgagee as additional insureds, and (v) furnish to Landlord recordable waivers of liens from all contractors, subcontractors and materialmen in form and substance acceptable to Landlord. All Alterations shall be performed by Tenant at Tenant’s sole cost and expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Laws, (C) in accordance with the plans and specifications previously approved by Landlord, and (D) in accordance with Landlord’s construction, health and safety regulations and requirements promulgated by Landlord from time to time in accordance with Article 26. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of any Alterations. Tenant shall promptly reimburse Landlord, as Additional Root within ten (10) days after demand, for

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(I) all actual out-of-pocket costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications, and (II) all actual costs and expenses incurred by Landlord in connection with the provision of Building personnel during the performance of any Alterations required by trade union policy or otherwise, to facilitate Tenant’s Alterations. The costs and expenses described in the preceding sentence shall not include the regular salaries and benefits of Landlord’s employees at the Building, but shall include all overtime and other labor costs incurred by Landlord in connection with Tenant’s Alterations which would not have been incurred by Landlord but for the performance of such Alterations.

(b) Landlord shall not unreasonably withhold, condition or delay its approval of the contractors and subcontractors proposed to be used by Tenant for Tenant’s Alterations, provided that Tenant shall select its contractors and subcontractors from Landlord’s list of approved contractors. Attached hereto as Exhibit C is a list of contractors currently approved by Landlord for the performance of work in the Building, which list may be modified by Landlord from time to time. Tenant may from time to time request approval of additional or alternate contractors to those listed in Exhibit C. Landlord agrees not to unreasonably withhold or delay its consent to such additional or alternate contractors and will amend Exhibit C as necessary.

(c) Landlord agrees to respond to any written request for approval of plans and specifications for the Initial Alterations (defined in Section 5.3) within ten (10) Business Days after receipt by Landlord of complete and detailed architectural, structural, mechanical and engineering plans and specifications as required therefore (collectively, the “Initial Plans”). In addition, Landlord agrees to respond to any resubmission of the Initial Plans within five (5) Business Days after written resubmission, unless substantial revisions are required to the Initial Plans, in which event Landlord shall respond to Tenant within a reasonable time thereafter. In the event that Landlord disapproves all or any portion of the Initial Plans, Landlord shall notify Tenant of the grounds for such disapproval with reasonable specificity.

(d) Without limitation of the provisions of Section 4.2(c), if requested by Tenant, Landlord will grant conditional approval of preliminary plans, conceptual design drawings or written descriptions of Alterations proposed to be made by Tenant at any stage of the design process prior to the submission of final plans and specifications by Tenant, provided that Landlord shall retain the right to disapprove any such final plans and specifications if, subsequent to any such preliminary approval, material changes are made in the type or nature of the Alteration described in the plans, drawings or descriptions previously approved by Landlord, or additional work, equipment or materials are added which had not previously been considered and approved by Landlord in connection with such Alteration.

(e) Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System, Version 12 or later (or such other system or medium as Landlord may accept), in Landlord’s sole discretion.

Section 4.3 All Tenant’s Alterations shall become the property of Landlord upon the expiration or sooner termination of this Lease, and upon the Expiration Date or earlier termination of the Term or any renewal thereof (a) Tenant shall remove Tenant’s Property from the Premises, and (b) unless Landlord notifies Tenant no later than twenty (20) days prior to the

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Expiration Date that any or all items of Tenant’s Alterations shall not be removed from the Premises, Tenant shall remove Tenant’s Alterations from the Premises, at Tenant’s sole cost and expense. Tenant shall repair and restore in a good and workmanlike manner (reasonable wear and tear excepted) any damage to the Premises and the Building caused by such removal of Tenant’s Property and Tenant’s Alterations. Any of Tenant’s Alterations or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or be removed from the Premises and disposed of by Landlord (and any damage caused thereby repaired) at Tenant’s cost and without accountability to Tenant The provisions of this Section 4.3 shall survive the expiration or earlier termination of this Lease.

Section 4.4 If, because of any act or omission of Tenant or any Tenant Party, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises, the Premises Equipment, Tenant’s Alterations, the Building or the Real Property (exclusive of Tenant’s Property), Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise, within thirty (30) days after the filing thereof, and Tenant shall indemnify, defend and save Landlord harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable attorneys’ fees and disbursements) resulting therefrom. Notice is hereby given that Landlord shall not be liable for any work performed or to be performed at the Real Property or any part thereof for Tenant or any subtenant, or for any materials furnished or to be furnished at the Real Property or any part thereof for Tenant or any subtenant upon credit, and that no mechanic’s or other lien for such work or materials shall attach to or affect the estate or interest of Landlord in and to the Real Property or any part thereof. Landlord shall have the right to post and keep posted on the Premises any notices which Landlord may be required to post for the protection of Landlord, the Real Property or any part thereof from any lien. Neither Tenant nor any Tenant Party shall have any power to do any act or make any contract which may create any lien, mortgage or other encumbrance upon the reversionary or other estate of Landlord or of any interest of Landlord in or to the Premises or the Real Property. Nothing herein shall permit Tenant or any Tenant Party to do or cause to be done any work or labor or any materials to be supplied for the account of Landlord, and all of the same shall be solely for Tenant’s account and at Tenant’s risk and expense.

Section 4.5 Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor; mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if in Landlord’s sole judgment such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of other tenants or occupants of the Building. However, the foregoing shall not be deemed to require Tenant to use union contractors unless required under applicable Laws or if the use of non-union labor would violate the provisions of this Section 4.5.

ARTICLE 5. CONDITION OF THE PREMISES; LANDLORD’S WORK

Section 5.1 Tenant has examined the Premises and agrees to accept possession of the Premises in their “as is” condition on the Delivery Date, and further agrees that Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make

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any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition.

Section 5.2 Landlord shall not perform any work at or with respect to the Premises and shall not have any obligation to perform any such work regarding the Premises, unless otherwise set forth in this Lease (“Landlord’s Work”).

Section 5.3 Landlord acknowledges that Tenant intends to perform certain Alterations in order to prepare the Premises for Tenant’s occupancy (collectively, the “Initial Attentions”), which shall comply with the provisions set forth in Article 4 and all applicable Laws, and shall include the following: (i) demolish and remove all existing equipment cages, (ii) install ceiling mounts to support ladder racks, and (iii) install approximately one hundred fifty (150) ladder racks, all as more specifically set forth in those certain plans to be delivered for Landlord’s consent pursuant to Article 4.

ARTICLE 6. REPAIRS; FLOOR LOAD

Section 6.1 Landlord shall maintain and repair, in a good and workmanlike manner, the structural elements of the Building, including the roofs, foundations and curtain walls thereof, and the Building Systems serving the Building up to the point of connection to the Premises. Tenant, at Tenant’s expense, shall take good care of the Premises, Premises Equipment, Tenant’s Equipment, Tenant’s Alterations and the fixtures, systems, equipment and appurtenances therein, and make all structural and non-structural repairs (other than those repairs specifically identified as Landlord responsibilities above) thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Articles 11 and 12. Notwithstanding the foregoing, all damage or injury to the Premises, Premises Equipment or to any other part of the Building, or to its fixtures, equipment and appurtenances, caused by or resulting from the negligence or willful misconduct of or Alterations made by Tenant or any Tenant Party shall be repaired at Tenant’s expense, (a) by Tenant to the satisfaction of Landlord, if the required repairs are non-structural, do not affect any Building System, and may be performed entirely within the Premises, or (b) in all other instances, by Landlord. Tenant also shall repair all damage to the Building, Premises and the Premises Equipment caused by the making of any Alterations by Tenant or by the moving of Tenant’s Property. All such repairs by Tenant shall be of first quality materials and workmanship at least equal to the original work or construction. If Tenant fails after fifteen (15) days notice to proceed with due diligence to make repairs required to be made by Tenant, Landlord may make such repairs at the expense of Tenant, and Tenant shall pay the costs and expenses thereof incurred by Landlord, with interest at the Default Rate, as Additional Rent within ten (10) days after rendition of a bill or statement therefore.

Section 6.2 (a) Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by Laws. Tenant shall not move any heavy equipment or fixtures into or out of the Building without Landlord’s prior consent, which shall not be unreasonably withheld or delayed.

(b) Subject to the provisions of Article 4, Tenant shall have the right to reinforce the floor and ceiling load capacity at its own cost and expense beyond that provided by

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Landlord, provided that such reinforcement shall not (i) adversely affect the structural integrity of the affected portions of the Building, or (ii) require access to, or penetration of the floor slab adjacent to, any space outside of the Premises.

ARTICLE 7. INTENTIONALLY OMITTED

ARTICLE 8. LAWS

Section 8.1 Tenant, at its sole expense, shall comply with all Laws applicable to the Premises or the use and occupancy thereof by Tenant, and make all repairs or Alterations required thereby, whether structural or nonstructural, ordinary or extraordinary, unless otherwise expressly provided herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with Landlord’s insurance policies, and shall not do or permit anything to be done in or upon the Premises, or use the Premises in a manner, or bring or keep anything therein, which shall increase the rates for casualty or liability insurance applicable to the Building. If, as a result of any negligence or willful misconduct by Tenant or any Tenant Party or by reason of Tenant’s failure to comply with the provision of this Article 8, the insurance rates for the Building shall be increased, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as Additional Rent hereunder, for that part of all insurance premiums thereafter paid by Landlord which shall have been charged because of such act, omission or failure by Tenant, and shall make such reimbursement upon demand by Landlord.

Section 8.2 (a) If required or available under applicable Laws, Tenant, at its sole cost and expense, shall obtain an amended certificate of occupancy for the Premises upon completion of Tenant’s initial buildout of the Premises, and shall obtain all other permits, licenses and approvals from all appropriate Governmental Authorities required for the lawful conduct of the Permitted Uses in the Premises and the Building (collectively, the “Permits”), and shall provide copies of such amended certificate of occupancy and each Permit to Landlord promptly after issuance by the appropriate Governmental Authority. Tenant shall at all times maintain and comply with the terms and conditions of all Permits, and Tenant acknowledges that Landlord has made no representations or warranties in connection therewith, and that the inability of Tenant to obtain any Permit required under applicable Laws or desired by Tenant shall have no effect on the continued validity and enforceability of this Lease or of Tenant’s rights and obligations hereunder. Landlord agrees to cooperate with Tenant in all reasonable respects in connection with the obtaining of the Permits, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability, in connection therewith.

(b) Tenant will (i) keep the Permits in full force and effect, (ii) pay all fees and charges imposed by any Governmental Authority in connection with the Permits, (iii) comply with all of the terms and conditions imposed in connection with or as a condition of the issuance of any of the Permits, and (iv) make the Permits available for inspection by Landlord upon request. Tenant will keep on file and make available to Landlord for inspection all reports or communications from all Governmental Authorities with respect to the Premises or the Building.

(c) Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building, and in the event

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that any Governmental Authority shall contend or declare by notice, violation, order or in any other manner whatsoever that the Premises are being used in violation of such certificate of occupancy, Tenant shall, upon notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall constitute an Event of Default under this Lease

Section 8.3 Tenant, at its expense, shall comply with all Environmental Laws and with any directive of any Governmental Authority which shall impose any violation, order or duty upon Landlord or Tenant under any Environmental Laws with respect to the Premises or the use or occupation thereof. Tenant’s obligations hereunder with respect to Hazardous Materials shall extend only to those matters directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises or in the Building which is caused or permitted by Tenant, and (b) any Environmental Claim (defined below) relating in any way to Tenant’s operation or use of the Premises or the Building.

Section 8.4 Tenant shall provide Landlord with copies of all communications and related materials regarding the Premises which Tenant shall receive from or send to (a) any Governmental Authority relating in any way to any Environmental Laws, or (b) any Person with respect to any claim based upon any Environmental Laws or relating in any way to Hazardous Materials (any such claim, an “Environmental Claim”). Landlord or its agents may perform an environmental inspection of the Premises at any time during the Term, upon prior notice to Tenant except in an emergency.

ARTICLE 9. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

Section 9.1 Subject to the provisions of Section 9.4, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination.

Section 9.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 9.2, such cure periods shall run concurrently, not consecutively.

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Section 9.3 If a Mortgagee or Superior Lessor or any designee or nominee thereof shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not:

(a) be liable for any previous act or omission of Landlord under this Lease;

(b) be subject to any offset that previously may have accrued to or be claimed by Tenant against Landlord; or

(c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent, unless such modification or prepayment shall have been expressly approved in Writing by such Mortgagee or Superior Lessor.

Section 9.4 Notwithstanding the foregoing provisions of this Article 9, as a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any Mortgages or Superior Leases, Landlord shall obtain from each Mortgagee and Superior Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Superior Lessor, pursuant to which such Mortgagee or Superior Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee or Superior Lessor may take to foreclose any such Mortgage or Superior Lease, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 9.3 (any such agreement, a “Non-Disturbance Agreement”). Tenant agrees to execute, acknowledge and deliver to Landlord any such Non-Disturbance Agreement promptly after delivery by Landlord or any Mortgagee or Superior Lessor.

Section 9.5 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) Business Days’ notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of the security deposit, if any, held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communications under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably

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requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 9.5 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Superior Lessor.

ARTICLE 10. SERVICES.

Section 10.1 ELECTRICITY. (a) To the extent currently available, Landlord will make available to Tenant, on or before the Rent Commencement Date, without additional charge to Landlord, primary switchgear sufficient to provide AC electric capacity to the Premises, subject to verification by Landlord and the Electricity Provider (defined below) of Tenant’s actual demand load (the “Electrical Capacity”). Tenant shall be solely responsible, at Tenant’s cost and expense, for the installation of a disconnect switch and all risers, feeders, transformers and other electrical facilities and equipment required in order to deliver the Electrical Capacity to the Premises and to distribute it therein. Tenant shall use Landlord’s approved contractor set forth on Exhibit C, at Tenant’s expense, to perform the tap-in to the Building’s electrical system, if necessary. The Electrical Capacity shall be provided directly to Tenant by the public utility or other electricity provider furnishing electricity service to the Building from time to time (the “Electricity Provider”), and Tenant shall be solely responsible for the payment of all utility bills and charges in connection therewith, including all sales and other taxes and surcharges. Landlord reserves the right to contract with different Electricity Providers from time to time in its sole judgment, and without reference to whether any Electricity Provider selected by Landlord provides lower rates than any other electricity supplier

(b) Tenant agrees that the usage of electric power in the Premises will not (i) exceed the capacity of the electrical systems in the Building and the Premises, or (ii) adversely affect the quality of the electrical power in the Building (for example, through the creation of harmonics, backflow, backfeed or similar conditions), and upon notice from Landlord, Tenant will promptly cease any electrical usage in the Premises that exceeds such capacity or gives rise to any such condition. Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur as a result of the unavailability of or interruption in the supply of electric current to the Premises or a change in the quantity or character or nature of such current and such change, interruption or unavailability shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

Section 10.2 HEAT, VENTILATION AND AIR-CONDITIONING. Landlord shall have no obligation to provide heat, ventilation, air-conditioning, or other services to the Premises unless otherwise specifically set forth in this Lease.

Section 10.3 CLEANING AND RUBBISH REMOVAL Tenant shall, at Tenant’s sole cost, provide cleaning services at the Premises pursuant to reasonable rules and regulations established by Landlord from time to time, and use a cleaning contractor approved by Landlord, which approval shall not be unreasonably withheld Tenant shall, at Tenant’s sole cost, provide refuse and rubbish removal service at the Premises at times, and pursuant to regulations, established by Landlord from time to time.

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Section 10.4 WATER Landlord shall furnish cold water in such quantities as Landlord deems sufficient for ordinary drinking, lavatory and cleaning purposes to the Premises If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory, cleaning and drinking purposes, Landlord may install a water meter and thereby measure Tenant’s consumption of water for all purposes. Tenant shall (a) pay to Landlord the cost of any such meters and their installation, (b) at Tenant’s sole cost and expense, keep any such meters and any such installation equipment in good working order and repair, and (c) pay to Landlord, as Additional Rent, as and when billed therefore for water consumed, together with a charge for any required pumping thereof, all sewer rents, charges or any other taxes, rents, levies or charges which now or hereafter are assessed, imposed or shall become a lien upon the Premises or the Real Property pursuant to law, order or regulation made or issued in connection with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system, and in default in making such payment Landlord may pay such charges and collect the same from Tenant

Section 10.5 NO WARRANTY OF LANDLORD, Landlord does not warrant that any of the services to be provided by Landlord to Tenant hereunder, or any other services which Landlord may supply to the Building, Premises or Equipment Space (specifically excluding any Service Agreement as set forth in Section 2.5(a)) (a) will be adequate for Tenant’s particular purposes or as to any other particular need of Tenant or (b) will be free from interruption, and Tenant acknowledges that any one or more such services may be interrupted or suspended by reason of Unavoidable Delays (as defined in Article 24). In addition, Landlord reserves the right to stop, interrupt or reduce service of the Building Systems by reason of Unavoidable Delays, or for repairs, additions, alterations, replacements or improvements which are, in the judgment of Landlord, necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Any such interruption or discontinuance of service, or the exercise of such right by Landlord to suspend or interrupt such service shall not (i) constitute an actual or constructive eviction, or disturbance of Tenant’s use and possession of the Premises, in whole or in part, (ii) entitle Tenant to any compensation or to any abatement or diminution of Fixed Rent or Additional Rent (except as provided below), (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any responsibility or liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise, Landlord shall use reasonable efforts to give Tenant prior notice of such repairs, alterations, additions, replacements or improvements; provided, however, that the failure to give such notice shall not impose any liability on Landlord. Landlord shall use reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions, replacements or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at “overtime” or other premium pay rates or to incur any other “overtime” costs or additional expenses whatsoever Landlord shall not be required to furnish any services except as expressly provided in this Article 10. In the event Landlord materially interrupts, or directly causes such interruption to, Tenant’s use and occupancy of the Premises and Equipment Space for a period exceeding fifteen (15) Business Days due to repairs, additions, alterations, replacements or improvements (which are not due to Unavoidable Delays), Landlord agrees to abate Fixed Rent for such period of time Tenant is unable to use and occupy the Premises and Equipment Space for that period of time such interruption exceeds such fifteen (15) Business Day period.

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Section 10.6 EQUIPMENT SPACE

(a) Landlord hereby grants to Tenant, for Tenant’s own use and not for resale purposes, a license of areas on the Real Property as specifically set forth in Exhibit E, as determined by Landlord in Landlord’s judgment from time to time (the “Equipment Space”) for the installation and operation of (i) the Premises Equipment, (ii) Tenant’s Alterations as allowed pursuant to Article 4, and (iii) Antenna Equipment (as defined in Section 10.8, below) (Tenant’s Alterations and Antenna Equipment, together with related cabling, pumps, mountings and supports for all of the foregoing, collectively shall be included in the definition of “Tenant’s Alterations”), all at locations designated by Landlord. In connection therewith, Landlord shall make available to Tenant reasonable access at all times to the Equipment Space for the upgrade, maintenance, repair, operation and use of the Premises Equipment and Tenant’s Alterations If any of the Premises Equipment or Tenant’s Alterations generates noise levels (individually or in conjunction with other equipment located in, or adjacent to the Building) likely, in Landlord’s sole judgment, to disturb other tenants or occupants of the Building or surrounding buildings, then Tenant shall install sound attenuated acoustic enclosures satisfactory to Landlord, or take other sound reduction measures satisfactory to Landlord, in order to eliminate such noise or reduce such noise to levels deemed acceptable by Landlord in its sole judgment As of the Delivery Date, Landlord acknowledges the Premises Equipment does not emit an unreasonable noise level at normal operating levels of such equipment; provided, however, Landlord does not represent or warrant the Premises Equipment complies with the Laws.

(b) Landlord retains the right to use the portions of the Building adjacent to the Equipment Space, or the area above the Equipment Space, for any purpose whatsoever, provided such use shall not materially interfere with the functioning of the Premises Equipment or Tenant’s Alterations. Tenant shall have reasonable access to the Premises Equipment and Tenant’s Alterations at all times, and Landlord shall not interfere with the use of the Premises Equipment or Tenant’s Alterations so as to cause the operation thereof to be materially interrupted or impaired; provided, however, Tenant complies with the maintenance and operation of the Premises Equipment as set forth in Section 3.4. Tenant shall use and operate the Premises Equipment and Tenant’s Alterations so as not to cause any interference to Landlord’s use of the roof or other portions of the Building, or damage to or interference with the operation of the Building or the Building Systems. If any of the Premises Equipment or Tenant’s Alterations interferes with any equipment installed by Landlord or any other tenant in the Building, or interferes with the operation of the Building or the Building Systems, then Tenant, at its sole cost and expense, shall take all steps necessary to eliminate such interference, and if Tenant shall fail to eliminate such interference, Tenant shall relocate the applicable Premises Equipment or Tenant’s Alterations to another area in, on or adjacent to the Building designated by Landlord. In the event Tenant fails, within thirty (30) days after notice, to relocate the applicable Premises Equipment or Tenant’s Alterations, Landlord may do so, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

(c) Landlord may at its option, at anytime during the Term upon not less than thirty (30) days prior notice to Tenant (except in the event of an emergency) relocate the Premises Equipment or Tenant’s Alterations to another area in, on or adjacent to the Building designated by Landlord, provided that such relocation of the Premises Equipment or Tenant’s Alterations does not cause the operation thereof to be interrupted or impaired, other than temporarily, and such relocation is performed at Landlord’s sole cost and expense Landlord shall use reasonable efforts to minimize the duration of such interruption

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(d) Landlord shall not have any obligations with respect to the Premises Equipment, Tenant Equipment or compliance with any Laws (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto, nor shall Landlord be responsible for any damage that may be caused to Tenant, the Premises Equipment, or the Tenant Equipment by any other tenant or occupant of the Building.

(e) Tenant shall (i) be solely responsible for any damage caused as a result of the use of the Premises Equipment or Tenant Equipment by Tenant or any Tenant Party, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any Laws relating to the installation, maintenance or use of the Premises Equipment or Tenant’s Alterations, and (iii) promptly and diligently perform all necessary repairs or replacements to, or maintenance of, the Premises Equipment and Tenant’s Alterations, provided, however, that if Tenant’s failure after thirty (30) days’ notice from Landlord to so repair, replace or maintain the Premises Equipment or Tenant’s Alterations jeopardizes in any way Landlord’s or any other tenant’s property located in, on or adjacent to the Building, Landlord may, at Landlord’s option, elect to perform such repairs, replacements or maintenance at Tenant’s sole cost and expense. Landlord shall give Tenant thirty (30) days’ prior notice of its election to perform such repairs, except in an emergency. Tenant shall obtain and keep in full force and effect all permits, approvals and certificates required for the Premises Equipment and Tenant’s Alterations under applicable Laws, at Tenant’s sole cost and expense.

(f) The rights granted to Tenant in this Section 10.7 shall continue until and automatically terminate and expire upon the expiration or earlier termination of this Lease and such termination shall be self-operative and no further instrument shall be required to effect such termination. Upon request by Landlord following the expiration or sooner termination of this Lease, Tenant, at Tenant’s sole cost and expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document reasonably required by Landlord confirming the termination of Tenant’s rights to use the Equipment Space.

SECTION 10.7 CONDUIT. Landlord will make available to Tenant, without additional charge, riser and lateral space identified in Exhibit G.

Section 10.8 ANTENNA EQUIPMENT

(a) Landlord will grant to Tenant, for use by Tenant in the ordinary course of its business, the right to use up to one hundred (100) gross square feet of the Equipment Space on the roof of the Building, for the construction, installation, operation and use by Tenant of antenna masts for the installation of cellular communications antennae or satellite dishes, not to exceed ten feet (10’) in height, for use in conjunction with Tenant’s Alterations and facilities in the Premises, together with related cabling, mountings and supports for the foregoing (collectively, the “Antenna Equipment”), at a location or locations designated by Landlord, taking into account any reasonable “line of sight” requirements of Tenant, all in compliance with the Laws. The Antenna Equipment shall be deemed to constitute Tenant’s Alterations for purposes of Sections 4.3 and 10.6.

(b) All of the provisions of this Lease shall apply to the installation, use and maintenance of the Antenna Equipment, including all provisions relating to compliance with Laws (including all FCC rules and regulations), insurance, indemnity, repairs and maintenance. The lights granted to Tenant in this Section 10.8 shall not be assignable by Tenant separately from this Lease, provided that the use of the Antenna Equipment in the normal course of Tenant’s business shall not be deemed to constitute an assignment or transfer of this Lease.

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(c) If the Antenna Equipment interferes with any equipment installed by Landlord or any tenant in the Building prior to the installation of the Antenna Equipment, or interferes with the operation of the Building or the Building Systems, or if Landlord shall determine, in its reasonable judgment, that the operation thereof (i) is likely to may cause a health hazard or danger to property, or (ii) will not be in accordance with governmental or quasi-governmental standards for non-ionizing radiation for occupational or general public health levels, then Tenant, at its sole cost and expense, shall take all steps necessary to eliminate such condition, and if Tenant shall fail to eliminate such condition, Tenant shall relocate the Antenna Equipment to another area on the roof of the Building designated by Landlord.

(d) Landlord makes no representation that the Antenna Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefore. Notwithstanding the foregoing, Landlord agrees to use commercially reasonable efforts to minimize any interference with Antenna Equipment caused by Landlord or any Landlord Party, or, to the extent within Landlord’s reasonable control, by any other tenants or occupants of the Building.

ARTICLE 11. INSURANCE

Section 11.1 Prior to storage of equipment or occupancy by Tenant of the Premises, Equipment Space or Storage Space and during the Term, Tenant shall procure and maintain the following minimum insurance coverage: (a) Workers’ Compensation in compliance with all applicable statutes of appropriate jurisdiction (including Employer’s Liability with limits of $500,000 each accident); (b) Commercial General Liability with combined single limits of $10,000,000 each occurrence; and (c) “All Risk” Property insurance covering all of Tenant’s personal property, Premises Equipment, and Tenant’s Alterations located on the Real Property Tenant’s Commercial General Liability policy shall be endorsed to show Landlord (and any underlying property owner, Superior Lessor or superior lien holder) as an additional insured. All policies shall provide that Tenant’s insurers waive all rights of subrogation against Landlord Tenant shall furnish Landlord with certificates of insurance demonstrating that Tenant has obtained the required insurance coverages prior to use of the Premises, Equipment Space or Storage Space or the storage of equipment on the Real Property. Such certificates shall contain a statement that the insurance coverage shall not be materially changed or cancelled without at least thirty (30) days’ prior written notice to Landlord. Tenant shall require any contractor entering the Real Property on its behalf to procure and maintain the same types, amounts and coverage extensions as required of Tenant above.

Section 11.2 On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Article 11, including evidence of waivers of subrogation required pursuant to Section 11.1 Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

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ARTICLE 12. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE

Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment, Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be usable or accessible and Tenant is unable to conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume occupancy of the Premises for the conduct of its business. Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s Alterations, Tenant’s fixtures, equipment and personal property, or the Premises Equipment

Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then in any of such events, Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease, If this Lease is so terminated, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant

Section 12.3 (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed, If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be nine (9) months following the date of such damage or destruction, Tenant shall have the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice. If Tenant gives a Termination Notice, this

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Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding anything contained herein to the contrary, Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be abated until the earlier to occur of (1) ninety (90) days after the date the Base building Restoration shall be substantially completed, or (2) the date Tenant shall resume occupancy of the Premises for the conduct of its business.

(b) Notwithstanding the provisions of Section 12.3(a), if within the last twelve (12) months of the Term (unless Tenant shall have duly exercised the First Renewal Option or the Second Renewal Option, if applicable), the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereu