10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______ to_____

Commission File No. 0-17948

ELECTRONIC ARTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 94-2838567
(I.R.S. Employer
Identification No.)

209 Redwood Shores Parkway
Redwood City, California
(Address of principal executive offices) 94065
(Zip Code)

(650) 628-1500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [x] NO [  ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

			Outstanding at
Class of Common Stock	Par Value		November 03, 2003
Class A common stock	$	0.01		148,934,841

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Unaudited Condensed Consolidated Financial Statements
	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II – OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.32
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

ELECTRONIC ARTS INC.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2003

Table of Contents

		Page
Part I — FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2003 and March 31, 2003		3
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2003 and 2002 and the Six Months Ended September 30, 2003 and 2002		4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2003 and 2002		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41
Item 4.	Controls and Procedures		43
Part II — OTHER INFORMATION
Item 1.	Legal Proceedings		44
Item 4.	Submission of Matters to a Vote of Security Holders		44
Item 6.	Exhibits and Reports on Form 8-K		44
Signatures			45
Exhibit Index			46

2

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)	September 30,			March 31,
(In thousands, except share data)		2003			2003 (a)
ASSETS
Current assets:
Cash and cash equivalents		$	376,125		$	949,995
Short-term investments			1,358,049			637,623
Marketable equity securities			771			1,111
Receivables, net of allowances of $126,806 and $164,634, respectively			202,802			82,083
Inventories, net			39,209			39,679
Deferred income taxes			117,682			117,180
Other current assets			98,405			83,466
Total current assets			2,193,043			1,911,137
Property and equipment, net			273,305			262,252
Investments in affiliates			12,909			20,277
Goodwill			88,650			86,031
Other intangibles, net			19,784			21,301
Long-term deferred income taxes			13,840			13,523
Other assets			15,503			45,012
		$	2,617,034		$	2,359,533
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	129,348		$	106,329
Accrued and other liabilities			416,251			464,547
Total current liabilities			545,599			570,876
Commitments and contingencies			—			—
Minority interest in consolidated joint venture			—			3,918
Stockholders’ equity:
Preferred stock, $0.01 par value. 10,000,000 shares authorized			—			—
Common stock
Class A common stock, $0.01 par value. 400,000,000 shares authorized; 296,959,700 and 288,266,610 shares issued and outstanding, respectively			2,970			2,883
Class B common stock, $0.01 par value. 100,000,000 shares authorized; 200,130 and 225,130 shares issued and outstanding, respectively			2			2
Paid-in capital			1,036,717			856,428
Retained earnings			1,018,848			923,892
Accumulated other comprehensive income			12,898			1,534
Total stockholders’ equity			2,071,435			1,784,739
		$	2,617,034		$	2,359,533

See accompanying Notes to Condensed Consolidated Financial Statements.

(a) Derived from audited financial statements.

3

ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended					Six Months Ended
(unaudited)	September 30,					September 30,
(In thousands, except per share data)	2003		2002			2003		2002
Net revenue	$	530,005	$	453,490		$	883,386	$	785,388
Cost of goods sold		213,762		200,867			363,725		343,321
Gross profit		316,243		252,623			519,661		442,067
Operating expenses:
Marketing and sales		64,041		55,514			123,125		120,888
General and administrative		36,032		27,453			66,792		53,116
Research and development		113,493		96,164			204,615		186,044
Amortization of intangibles		810		2,246			1,490		4,491
Total operating expenses		214,376		181,377			396,022		364,539
Operating income		101,867		71,246			123,639		77,528
Interest and other income, net		9,130		1,177			13,979		4,324
Income before provision for income taxes and minority interest		110,997		72,423			137,618		81,852
Provision for income taxes		34,409		22,451			42,662		25,374
Income before minority interest		76,588		49,972			94,956		56,478
Minority interest in consolidated joint venture		—		262			—		1,160
Net income	$	76,588	$	50,234		$	94,956	$	57,638
Net earnings (loss) per share:
Class A common stock:
Net income:
Basic	$	76,588	$	53,407		$	94,956	$	63,801
Diluted	$	76,588	$	50,234		$	94,956	$	57,638
Net earnings per share:
Basic	$	0.26	$	0.19		$	0.32	$	0.23
Diluted	$	0.25	$	0.17		$	0.31	$	0.20
Number of shares used in computation:
Basic		294,836		279,686			292,263		278,633
Diluted		307,779		293,237			304,013		292,538
Class B common stock:
Net loss, net of retained interest in EA.com		N/A	$	(3,173	)		N/A	$	(6,163	)
Net loss per share:
Basic		N/A	$	(0.57	)		N/A	$	(1.07	)
Diluted		N/A	$	(0.57	)		N/A	$	(1.07	)
Number of shares used in computation:
Basic		N/A		5,547			N/A		5,759
Diluted		N/A		5,547			N/A		5,759

See accompanying Notes to Condensed Consolidated Financial Statements.

4

ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
(unaudited)	September 30,
(In thousands)	2003			2002
OPERATING ACTIVITIES
Net income	$	94,956		$	57,638
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in consolidated joint venture		—			(1,160	)
Depreciation and amortization		30,847			49,373
Equity in net income of affiliates		(113	)		(1,313	)
Other-than-temporary impairment of assets		589			2,830
Loss on sale of property, equipment and marketable equity securities		45			115
Stock-based compensation		429			2,161
Tax benefit from exercise of stock options		40,169			16,866
Change in assets and liabilities:
Accounts receivable, net		(133,034	)		52,900
Inventories, net		(406	)		(38,586	)
Other assets		13,167			(59,870	)
Accounts payable		25,309			31,726
Accrued and other liabilities		(43,711	)		(27,111	)
Net cash provided by operating activities		28,247			85,569
INVESTING ACTIVITIES
Proceeds from sale of property and equipment		88			411
Proceeds from sale of investments in affiliate		8,467			—
Capital expenditures		(28,690	)		(23,386	)
Purchase of investments in affiliates		—			(405	)
Purchase of short-term investments		(1,270,579	)		(264,480	)
Proceeds from maturities and sales of short-term investments		547,792			218,268
Distribution from investment in affiliate		—			3,000
Acquisition of subsidiary, net of cash acquired		—			(12,868	)
Net cash used in investing activities		(742,922	)		(79,460	)
FINANCING ACTIVITIES
Proceeds from sales of common stock through employee stock plans and other plans		139,875			61,282
Repurchase of Class B common stock		(225	)		—
Dividend to joint venture and purchase of minority interest		(5,100	)		(751	)
Repayment of Class B notes receivable		128			—
Net cash provided by financing activities		134,678			60,531
Effect of foreign exchange on cash and cash equivalents		6,127			8,005
Increase (decrease) in cash and cash equivalents		(573,870	)		74,645
Beginning cash and cash equivalents		949,995			552,826
Ending cash and cash equivalents		376,125			627,471
Short-term investments		1,358,049			293,297
Ending cash, cash equivalents and short-term investments	$	1,734,174		$	920,768
Supplemental cash flow information:
Cash paid during the period for income taxes	$	4,567		$	4,052
Non-cash investing activities:
Change in unrealized appreciation (loss) on investments and marketable equity securities	$	(2,186	)	$	2,635
Non-cash financing activities:
Conversion of 2,000,000 shares of Class B common stock for 412,908 shares of Class A common stock	$	—		$	9,353

See accompanying Notes to Condensed Consolidated Financial Statements.

5

ELECTRONIC ARTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the current interim periods are not necessarily indicative of results to be expected for the current year or any other period. Certain prior year amounts have been reclassified to conform to the fiscal 2004 presentation.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Electronic Arts Inc. (“EA”) Annual Report on Form 10-K for the fiscal year ended March 31, 2003 as filed with the Securities and Exchange Commission on June 10, 2003.

On October 20, 2003 EA’s Board of Directors authorized a two-for-one stock split of its Class A common stock which will be distributed on or about November 17, 2003 in the form of a stock dividend for shareholders of record at the close of business on November 3, 2003. All issued and outstanding share and per share amounts related to EA’s Class A common stock in the accompanying Condensed Consolidated Financial Statements and Notes thereto have been restated to reflect the stock split for all periods presented.

(2) FISCAL YEAR AND FISCAL QUARTER

EA’s fiscal year is reported on a 52/53-week period that ends on the final Saturday of March in each year. The results of operations for fiscal 2004 and 2003 contain 52 weeks. The results of operations for the fiscal quarters ended September 30, 2003 and September 30, 2002 each contain 13 weeks ending on September 27, 2003 and September 28, 2002, respectively. For simplicity of presentation, all fiscal periods are treated as ending on a calendar month end.

(3) STOCK

Tracking Stock

On March 22, 2000, the stockholders of EA authorized the issuance of a new series of common stock, designated as Class B common stock (“Tracking Stock”). The Tracking Stock was intended to reflect the performance of the EA.com business segment. As a result of the approval of the Tracking Stock Proposal, EA’s existing common stock was re-classified as Class A common stock and was intended to reflect the performance of the EA core business segment (see discussion in Note 8 of the Notes to Condensed Consolidated Financial Statements). With the authorization of the Class B common stock, EA transferred a portion of its consolidated assets, liabilities, revenue, expenses and cash flows to EA.com Inc., a wholly owned subsidiary of EA.

In March 2003, EA consolidated the operations of the EA.com business segment into EA’s core operations in order to increase efficiency, simplify EA’s reporting structure and more directly integrate EA’s online activities into its core console and PC business. As a result, EA has eliminated dual class reporting starting in fiscal 2004. The majority of outstanding Class B options and warrants not directly held by EA have been acquired or converted to Class A shares and warrants.

EA does not intend to issue additional Class B common stock, stock options or warrants to purchase Class B common stock. No further options are available for grant under EA’s Class B Equity Incentive Plan, and EA is currently in the process of repurchasing the remaining outstanding Class B shares acquired pursuant to the Class B Equity Incentive Plan.

6

Stock Based Compensation

EA accounts for stock-based awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees” and related interpretations. EA has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”.

In fiscal 2003, EA adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123”, which provides alternative methods of transition for a voluntary change to the fair-value-based method of accounting for stock-based employee compensation. The Statement also amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the methods used on reported results.

Had compensation cost for EA’s stock option plans and employee stock purchase plans been determined based on the estimated fair value at the grant dates in accordance with the provisions of SFAS No. 123, EA’s reported net income and net earnings per share would have been the amounts indicated below. The estimated fair value of each option grant is determined on the date of grant using the Black-Scholes option-pricing model.

The following weighted-average assumptions are used for grants made under the stock plans:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2003			2002			2003			2002
Risk-free interest rate		2.24	%		2.27	%		2.11	%		2.88	%
Expected volatility		54	%		71	%		55	%		71	%
Expected life (in years)		2.64			2.26			2.64			2.26
Assumed dividends	None			None			None			None

EA’s calculations are based on a multiple option valuation approach and forfeitures are recognized when they occur.

	Three Months Ended						Six Months Ended
Consolidated	September 30,						September 30,
(In thousands)	2003			2002			2003			2002
Net income:
As reported	$	76,588		$	50,234		$	94,956		$	57,638
Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(23,750	)		(20,689	)		(43,923	)		(37,468	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		25			—			74			—
Pro forma	$	52,863		$	29,545		$	51,107		$	20,170
Earnings per share:
Please see Class A common stock table below for earnings per share information

7

	Three Months Ended						Six Months Ended
Class A common stock	September 30,						September 30,
(In thousands, except per share data)	2003			2002			2003			2002
Net income:
As reported- basic	$	76,588		$	53,407		$	94,956		$	63,801
Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(23,750	)		(20,950	)		(43,923	)		(37,729	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		25			—			74			—
Pro forma — basic	$	52,863		$	32,457		$	51,107		$	26,072
As reported — diluted	$	76,588		$	50,234		$	94,956		$	57,638
Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(23,750	)		(21,023	)		(43,923	)		(37,802	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		25			—			74			—
Pro forma — diluted	$	52,863		$	29,211		$	51,107		$	19,836
Earnings (loss) per share:
As reported — basic	$	0.26		$	0.19		$	0.32		$	0.23
Pro forma — basic		0.18			0.12			0.17			0.09
As reported — diluted		0.25			0.17			0.31			0.20
Pro forma — diluted		0.17			0.10			0.17			0.07

During the three and six month periods ended September 30, 2003 and 2002, compensation cost for EA’s Class B stock option plans, based on the estimated fair value at the grant dates in accordance with the provisions of SFAS No. 123, would not have had a material impact on EA’s reported net income and net earnings per share.

At EA’s Annual Meeting of Stockholders, held on July 31, 2003, the stockholders elected (i) to amend the 2000 Equity Incentive Plan to increase by 11,000,000 the number of shares of EA’s Class A common stock reserved for issuance under the Plan and (ii) to amend the 2000 Employee Stock Purchase Plan to increase by 300,000 the number of shares of EA’s Class A common stock reserved for issuance under the Plan.

8

(4) GOODWILL AND OTHER INTANGIBLE ASSETS, NET

During the six months ended September 30, 2003, EA recorded an additional $1.2 million of goodwill as a result of EA’s acquisition of Square Co., Ltd.’s (“Square”) 30 percent interest in Electronic Arts Square K.K. in May 2003. See Note 13 of the Notes to Condensed Consolidated Financial Statements for further discussion on the Square joint venture termination. Goodwill information is as follows (in thousands):

					Effects of
	Goodwill as				Foreign		Goodwill as of
	of March 31,		Goodwill		Currency		September 30,
	2003		Acquired		Translation		2003
Goodwill	$	86,031	$	1,182	$	1,437	$	88,650

Other intangibles consisted of the following (in thousands):

	September 30, 2003
	Gross											Other
	Carrying		Accumulated									Intangibles,
	Amount		Amortization			Impairment			Other			Net
Developed/Core Technology	$	28,263	$	(18,886	)	$	(9,377	)	$	—		$	—
Tradename		35,169		(14,249	)		(1,211	)		—			19,709
Subscribers and Other Intangibles		8,694		(6,302	)		(1,776	)		(541	)		75
Total	$	72,126	$	(39,437	)	$	(12,364	)	$	(541	)	$	19,784

	March 31, 2003
	Gross											Other
	Carrying		Accumulated									Intangibles,
	Amount		Amortization			Impairment			Other			Net
Developed/Core Technology	$	28,263	$	(18,886	)	$	(9,377	)	$	—		$	—
Tradename		35,169		(12,763	)		(1,211	)		—			21,195
Subscribers and Other Intangibles		8,694		(6,298	)		(1,776	)		(514	)		106
Total	$	72,126	$	(37,947	)	$	(12,364	)	$	(514	)	$	21,301

Amortization expense for the three and six months ended September 30, 2003 was $0.8 million and $1.5 million, respectively. Amortization expense for the three and six months ended September 30, 2002 was $2.2 million and $4.5 million, respectively. Other intangible assets are amortized using the straight-line method over the lesser of their estimated useful lives or the agreement terms, typically from two to twelve years.

As of September 30, 2003, future intangible asset amortization expense is estimated as follows (in thousands):

Fiscal Year Ended March 31,
2004 (remaining six months)	$	1,245
2005		2,489
2006		2,489
2007		2,489
2008		2,489
Thereafter		8,583
	$	19,784

9

(5) PREPAID ROYALTIES, NET

Royalty advances are classified as current and non-current assets based upon estimated net product sales for the following year. The current portion of prepaid royalties, included in Other current assets, and the long-term portion, included in Other assets, is as follows (in thousands):

	September 30, 2003		March 31, 2003
Other current assets	$	33,877	$	25,371
Other assets		5,288		7,382
Prepaid royalties, net	$	39,165	$	32,753

(6) INVENTORIES, NET

Inventories, net are stated at the lower of cost (first-in, first-out method) or market. Inventories, net at September 30, 2003 and March 31, 2003 consisted of (in thousands):

	September 30, 2003		March 31, 2003
Raw materials and work in process	$	3,632	$	2,762
Finished goods		35,577		36,917
Inventories, net	$	39,209	$	39,679

(7) ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities at September 30, 2003 and March 31, 2003 consisted of (in thousands):

	September 30, 2003		March 31, 2003
Accrued income taxes	$	154,573	$	154,712
Other accrued expenses		95,632		111,878
Accrued compensation and benefits		71,004		109,687
Accrued royalties		85,176		77,681
Deferred revenue		9,866		10,589
Accrued and other liabilities	$	416,251	$	464,547

(8) SEGMENT INFORMATION

SFAS No. 131, “Disclosures About Segments of An Enterprise And Related Information”, establishes standards for the reporting by public business enterprises of information about operating segments, product lines, geographic areas and major customers. The method for determining what information to report is based on the way that management organizes the operating segments within the business enterprise for making operational decisions and assessments of financial performance.

EA’s Chief Operating Decision Maker is considered to be EA’s Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about net revenue by geographic region and by product lines for purposes of making operating decisions and assessing financial performance.

In fiscal 2003, EA operated and reviewed its business in two business segments:

• EA Core business segment: creation, marketing and distribution of interactive entertainment software.

• EA.com business segment: creation, marketing and distribution of interactive entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.

10

In March 2003, EA consolidated the operations of the EA.com business segment into its core business. EA considers online functionality to be integral to its existing and future products. Accordingly, beginning April 1, 2003, EA no longer manages its online products and services as a separate business segment, and has consolidated the reporting related to its online products and services into reporting for the overall development and publication of its core products for all reporting periods ending after that date. EA believes that this better reflects the way in which its Chief Operating Decision Maker reviews and manages the business and reflects the importance of the online products and services relative to the rest of the business. Concurrently, EA also eliminated separate reporting for its Class B common stock for all reporting periods ending after April 1, 2003.

Information about EA’s operations in North America and foreign areas for the three and six months ended September 30, 2003 and 2002 is presented below (in thousands):

					Asia
					Pacific
	North				(excluding
	America		Europe		Japan)		Japan			Total
Three months ended September 30, 2003
Net revenue from unaffiliated customers	$	358,184	$	145,002	$	17,617	$	9,202		$	530,005
Interest income		6,013		690		27		—			6,730
Depreciation and amortization		11,138		6,087		241		158			17,624
Total assets		1,988,171		573,289		29,908		25,666			2,617,034
Capital expenditures		12,610		3,621		324		(52	)		16,503
Long-lived assets		240,050		137,157		2,244		2,288			381,739
Three months ended September 30, 2002
Net revenue from unaffiliated customers	$	313,559	$	116,654	$	13,803	$	9,474		$	453,490
Interest income		4,012		421		41		1			4,475
Depreciation and amortization		20,793		3,893		229		152			25,067
Total assets		1,402,119		408,419		24,156		12,391			1,847,085
Capital expenditures		11,507		3,281		102		87			14,977
Long-lived assets		287,883		136,301		1,847		2,509			428,540
Six months ended September 30, 2003
Net revenue from unaffiliated customers	$	557,025	$	272,928	$	32,088	$	21,345		$	883,386
Interest income		12,271		1,662		64		—			13,997
Depreciation and amortization		20,226		9,831		477		313			30,847
Capital expenditures		22,268		5,804		607		11			28,690
Six months ended September 30, 2002
Net revenue from unaffiliated customers	$	487,138	$	243,184	$	28,992	$	26,074		$	785,388
Interest income		8,284		793		94		1			9,172
Depreciation and amortization		41,299		7,318		462		294			49,373
Capital expenditures		17,833		5,127		262		164			23,386

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EA’s sales to Wal-mart Stores represented 15 and 14 percent of total net revenue for the three and six months ended September 30, 2003, respectively. EA’s sales to Wal-mart Stores represented 17 and 14 percent of total net revenue for the three and six months ended September 30, 2002, respectively.

Information about EA’s net revenue by product line for the three and six months ended September 30, 2003 and 2002 is presented below (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2003		2002		2003		2002
PlayStation® 2	$	221,180	$	158,712	$	339,549	$	293,310
PC		93,022		82,686		173,360		158,752
Xbox™		68,691		37,527		100,212		57,630
Nintendo GameCube™		24,553		27,838		45,707		42,794
Subscription Services		11,124		8,321		24,755		16,860
Advertising, Programming, Licensing, and Other		7,552		14,161		16,263		29,508
PlayStation®		7,562		24,206		13,313		37,429
Game Boy® Advance		3,809		3,679		6,168		5,817
Co-publishing and Distribution		92,512		96,360		164,059		143,288
Total Net Revenue	$	530,005	$	453,490	$	883,386	$	785,388

(9) COMPREHENSIVE INCOME

SFAS No. 130, “Reporting Comprehensive Income”, requires classification of other comprehensive income in a financial statement and display of other comprehensive income separately from retained earnings and additional paid-in capital. Other comprehensive income primarily includes foreign currency translation adjustments and unrealized gains (losses) on investments.

The components of comprehensive income, net of tax, for the three and six months ended September 30, 2003 and 2002 are summarized as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2003			2002			2003			2002
Net income	$	76,588		$	50,234		$	94,956		$	57,638
Other comprehensive income (loss):
Change in unrealized appreciation (loss) on investments, net of tax (benefit)/expense of $(793), $843, $(675) and $1,471, respectively		(1,811	)		1,249			(1,504	)		1,164
Adjustment for loss (gain) realized in net income, net of tax (benefit)/expense of $0, $441, $(3) and $441, respectively		—			1,918			(7	)		1,918
Foreign currency translation adjustments		1,174			(1,538	)		12,875			7,772
Total other comprehensive income (loss)		(637	)		1,629			11,364			10,854
Total comprehensive income	$	75,951		$	51,863		$	106,320		$	68,492

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(10) NET EARNINGS (LOSS) PER SHARE

The following summarizes the computations of Basic Earnings Per Share (“EPS”) and Diluted EPS. Basic EPS is computed as net earnings divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans including stock options, restricted stock awards, warrants and other convertible securities using the treasury stock method.

(In thousands, except per share amounts):
	Three months ended				Six months ended
	September 30, 2003				September 30, 2003
	Class A common		Class A common		Class A common		Class A common
	stock-Basic		stock-Diluted		stock-Basic		stock-Diluted
Net income	$	76,588	$	76,588	$	94,956	$	94,956
Shares used to compute net earnings per share:
Weighted-average common shares		294,836		294,836		292,263		292,263
Dilutive stock equivalents		—		12,943		—		11,750
Dilutive potential common shares		294,836		307,779		292,263		304,013
Net earnings per share:
Basic	$	0.26		N/A	$	0.32		N/A
Diluted		N/A	$	0.25		N/A	$	0.31

(In thousands, except per share amounts):
	Three months ended September 30, 2002
	Class A common			Class A common		Class B common
	Stock- Basic			stock-Diluted		Stock
Net income (loss) before retained interest in EA.com	$	73,561		$	50,234	$	(23,327	)
Net loss related to retained interest in EA.com		(20,154	)		—		20,154
Net income (loss)	$	53,407		$	50,234	$	(3,173	)
Shares used to compute net earnings (loss) per share:
Weighted-average common shares		279,686			279,686		5,547
Dilutive stock equivalents		—			13,551		—
Dilutive potential common shares		279,686			293,237		5,547
Net earnings (loss) per share:
Basic	$	0.19			N/A	$	(0.57	)
Diluted		N/A		$	0.17	$	(0.57	)

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(In thousands, except per share amounts):
	Six months ended September 30, 2002
	Class A common			Class A common		Class B common
	Stock- Basic			stock-Diluted		Stock
Net income (loss) before retained interest in EA.com	$	100,897		$	57,638	$	(43,259	)
Net loss related to retained interest in EA.com		(37,096	)		—		37,096
Net income (loss)	$	63,801		$	57,638	$	(6,163	)
Shares used to compute net earnings (loss) per share:
Weighted-average common shares		278,633			278,633		5,759
Dilutive stock equivalents		—			13,905		—
Dilutive potential common shares		278,633			292,538		5,759
Net earnings (loss) per share:
Basic	$	0.23			N/A	$	(1.07	)
Diluted		N/A		$	0.20	$	(1.07	)

Excluded from the above computation of weighted-average shares for Class A Diluted EPS for the three and six months ended September 30, 2003, were options to purchase 339,000 and 574,000 shares, respectively, as the options’ exercise prices were greater than the average market price of the common shares during the respective periods. For the three and six months ended September 30, 2003, the weighted-average exercise prices of these options were $44.49 and $40.78 per share, respectively.

Excluded from the above computation of weighted-average shares for Class A Diluted EPS for the three and six months ended September 30, 2002, were options to purchase 697,000 and 462,000 shares, respectively, as the options’ exercise prices were greater than the average market price of the common shares during the respective periods. For the three and six months ended September 30, 2002, the weighted-average exercise prices of these options were $31.87 and $31.72 per share, respectively.

For the three and six months ended September 30, 2002, the Diluted EPS calculation for Class A common stock, presented above, included the potential dilution from the conversion of Class B common stock to Class A common stock in the event that the initial public offering for Class B common stock did not occur. Net income used for the calculation of Diluted EPS for Class A common stock was $50.2 million for the three months ended September 30, 2002 and $57.6 million for the six months ended September 30, 2002. This net income included the remaining interest in EA.com, which was directly attributable to outstanding Class B common stock owned by third parties, and would have been included in the Class A common stock EPS calculation in the event that the initial public offering for Class B common stock did not occur. The remaining interest in EA.com was approximately 15 percent through August 2002, 12 percent through February 2003 and one percent through March 2003.

Due to the net loss attributable for the three and six months ended September 30, 2002 on a diluted basis to Class B common stock, stock options have been excluded from the Diluted EPS calculation as their inclusion would have been antidilutive. Had net income been reported for the three and six months ended September 30, 2002, an additional 226,000 and 422,000 shares, respectively, would have been added to diluted potential common shares for Class B common stock.

(11) RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

2003 Studio Restructuring

During the third quarter of fiscal 2003, EA closed its office located in San Francisco, California and its studio located in Seattle, Washington. The office and studio closures were a result of EA’s strategic decision to consolidate local development efforts in Redwood City, California and Vancouver, British Columbia, Canada. EA recorded total pre-tax charges of $9.4 million, consisting of $7.3 million for consolidation of facilities, $1.5 million for the impairment

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of non-current assets and $0.6 million for workforce reductions. The facilities charge was net of a reduction in deferred rent of $0.5 million.

Additionally, during the fourth quarter of fiscal 2003, EA approved a plan to consolidate its Los Angeles, California, Irvine, California and Las Vegas, Nevada, studios into one major game studio in Los Angeles. These measures were taken in order to maximize efficiencies and streamline the creative development process and operations of EA’s studios. In connection with these consolidation activities, EA recorded a total pre-tax restructuring charge of $5.1 million, including $1.6 million for the shutdown of facilities related to non-cancelable lease payments for permanently vacated properties and associated costs, $2.0 million for the impairment of abandoned equipment and leasehold improvements at facilities that were permanently vacated and $1.5 million for employee severance expenses related to involuntary terminations.

Online Restructurings

Fiscal 2003 Restructuring
In March 2003, EA consolidated the operations of the EA.com business segment into its core business segment, and eliminated separate reporting for its Class B common stock for all reporting periods after fiscal 2003. During the fourth quarter of fiscal 2003, EA recorded restructuring charges of $67.0 million, consisting of $1.8 million for workforce reductions, $2.3 million for consolidation of facilities and other administrative charges, and $62.9 million for the impairment of non-current assets. The estimated costs for workforce reduction included severance charges for terminated employees, costs for certain outplacement service contracts and costs associated with the tender offer to retire employee Class B options. The consolidation of facilities resulted in the closure of EA.com’s Chicago, Illinois, and Charlottesville, Virginia facilities and an adjustment for the closure of EA.com’s San Diego, California studio in fiscal 2002.

The impairment charges on long-lived assets of $62.9 million included $24.9 million relating to customized internal-use software systems for the EA.com infrastructure, $25.6 million for other long-lived assets and $12.4 million of finite-lived intangibles relating to EA.com’s Kesmai and Pogo studios. The fair-value-based tests performed in accordance with EA’s annual procedures did not indicate an impairment of the recorded goodwill at the EA.com reporting unit level.

Fiscal 2002 Restructuring
In October 2001, EA announced a restructuring plan for the EA.com business segment. The restructuring initiatives involved strategic decisions to discontinue certain product offerings and focus only on key online priorities that aligned with its fiscal 2003 operational objectives. During fiscal 2002, EA recorded restructuring charges of $20.3 million, consisting of $4.2 million for workforce reductions, $3.3 million for consolidation of facilities and other administrative charges, and $12.8 million for the write-off of non-current assets and facilities. The estimated costs for workforce reduction included severance charges for terminated employees and costs for certain outplacement service contracts. The consolidation of facilities resulted in the closure of EA.com’s San Diego, California, studio and consolidation of its San Francisco, California, and Charlottesville, Virginia, facilities.

Impairment charges on long-lived assets amounted to $12.8 million, including $11.2 million relating to abandoned technologies consisting of customized internal-use software systems for the EA.com infrastructure, $1.0 million of Kesmai intangibles associated with discontinued products and services and $0.6 million of goodwill charges relating to EA.com’s San Diego studio closure.

The following table summarizes the activity in the accrued studio and online restructuring account for the three and six months ended September 30, 2003 (in thousands):

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	Fiscal 2003						Fiscal 2002
	Restructuring Plan						Restructuring Plan
				Facilities-			Facilities-
	Workforce			related			related			Total
Accrued balance as of March 31, 2003	$	1,692		$	8,223		$	840		$	10,755
Charges utilized in cash		(1,452	)		(2,057	)		(103	)		(3,612	)
Accrued balance as of September 30, 2003	$	240		$	6,166		$	737		$	7,143

EA expects the remaining accrued restructuring balance of $7.1 million to be fully utilized by December 31, 2006.

As of September 30, 2003, the estimated costs for consolidation of facilities included contractual rental commitments of $10.9 million under real estate leases for unutilized office space offset by $4.5 million of estimated future sub-lease income, costs to close or consolidate facilities, and costs to write off a portion of the assets from these facilities.

The restructuring accrual is included in other accrued expenses in Note 7 of the Notes to Condensed Consolidated Financial Statements.

(12) CONTINGENT LIABILITIES

Lease commitments

In July of 2003, EA entered into a lease agreement with Playa Vista-Water’s Edge LLC for a studio facility in Los Angeles, California, which commenced in October 2003 and expires in September 2013 with two five-year options to extend the lease term. Additionally, EA has options to purchase the property after five and ten years based on the fair market value of the property at the date of sale, a right of first offer to purchase the property upon terms offered by the landlord, and a right to share in the profits from a sale of the property. EA accounted for this arrangement as an operating lease in accordance with SFAS No. 13, “Accounting for Leases”, as amended. Existing campus facilities comprise a total of 243,000 square feet and provide space for research and development functions. The rental obligation under this agreement is $50.2 million over the initial ten-year term of the lease. EA will take possession of the property over a period of 18 months as the facilities become available for use. The above commitment is offset by sublease income of $5.8 million for the sublet to Playa Capital Company, LLC of 18,000 square feet of the Los Angeles facility, which commenced in October 2003 and expires September 2013 with options of early termination by Playa Capital Company, LLC after five years and by EA after four and five years.

Residual Value Guarantees

In February of 1995, EA entered into a build-to-suit lease with Keybank National Association on its headquarters facility in Redwood City, California, which was extended in July 2001 and expires in July 2006. EA accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. Existing campus facilities developed in phase one comprise a total of 350,000 square feet and provide space for sales, marketing, administration and research and development functions. EA has an option to purchase the property (land and facilities) for $145.0 million or, at the end of the lease, to arrange for (i) an additional extension of the lease or (ii) sale of the property to a third party while EA retains an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $128.9 million if the sales price is less than this amount, subject to certain provisions of the lease.

In December 2000, EA entered into a second build-to-suit lease with Keybank National Association for a five-year term from December 2000 to expand its headquarters facilities and develop adjacent property adding approximately 310,000 square feet to its campus. Construction was completed in June 2002. EA accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. The facilities will provide space for marketing, sales and research and development. EA has an option to purchase the property for $127.0 million or, at the end of

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the lease, to arrange for (i) an extension of the lease or (ii) sale of the property to a third party while EA retains an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $118.8 million if the sales price is less than this amount, subject to certain provisions of the lease.

EA believes the estimated fair value of both properties under these operating leases are in excess of their respective guaranteed residual values based in part on an independent third party appraisal.

See the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for a schedule of EA’s contractual obligations and commitments.

(13) SQUARE JOINT VENTURE

In May 1998, EA and Square, a leading developer and publisher of entertainment software in Japan, completed the formation of two new joint ventures in North America and Japan. In North America, the companies formed Square Electronic Arts, LLC (“Square EA”), which had exclusive publishing rights in North America for future interactive entertainment titles created by Square. Additionally, EA had the exclusive right to distribute in North America products published by this joint venture. EA contributed $3.0 million and owned a 30 percent minority interest in this joint venture while Square owned 70 percent. This joint venture was accounted for under the equity method. The joint venture agreements with Square expired as of March 31, 2003. EA’s distribution of Square products in North America terminated on June 30, 2003. On May 30, 2003 Square acquired EA’s remaining 30 percent ownership interest in the joint venture for $8.5 million and EA’s investment was removed from the Condensed Consolidated Balance Sheet.

In Japan, the companies established Electronic Arts Square K.K. (“EA Square KK”) in 1998, which localized and published in Japan EA’s properties originally created in North America and Europe, as well as developed and published original videogames in Japan. EA contributed cash and had a 70 percent majority ownership interest, while Square contributed cash and owned 30 percent. Accordingly, the assets, liabilities and results of operations for EA Square KK were included in EA’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations since June 1, 1998, the date of formation. Square’s 30 percent interest in EA Square KK has been reflected as “Minority interest in consolidated joint venture” on EA’s Condensed Consolidated Balance Sheet as of March 31, 2003, and Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2002.

In May 2003, EA acquired Square’s 30 percent ownership interest in EA Square KK for approximately $2.5 million in cash. As a result of the acquisition, EA Square KK has become a wholly owned subsidiary of EA and has been renamed Electronic Arts K.K. The acquisition was accounted for as a step acquisition purchase and the excess purchase price over fair value of the net tangible assets acquired, $1.2 million, was allocated to goodwill.

(14) AMERICA ONLINE, INC. (“AOL”) AGREEMENT

In November 1999, Electronic Arts Inc., EA.com and AOL entered into a five-year $81.0 million carriage fee agreement (the “Prior Agreement”) which gave EA.com the exclusive right to provide online games and interactive entertainment content on the “Games” channels/areas of certain AOL online services and gain access to and sell its products to AOL subscribers and to users of AOL properties. This agreement provided for carriage fees, advertising commitments, advertising revenue sharing and other fees.

During the three months ended June 30, 2003, EA and AOL terminated the Prior Agreement and entered into a new two-year agreement (the “New Agreement”) under which EA will continue to provide its current online game content services, and launch new online game content and services, on the “Games” channels/areas of certain AOL online services in exchange for a programming fee from AOL.

Below is a discussion of the Prior Agreement and the changes in EA’s relationship with AOL that are reflected in the New Agreement.

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Carriage

The Prior Agreement provided for EA’s payment of a total of $81.0 million in carriage fees to AOL over the term of the Prior Agreement.

Of this amount, $36.0 million was paid upon signing the Prior Agreement with the remainder due in four equal annual installments of $11.25 million beginning with the first anniversary of the initial payment. EA made carriage payments to AOL of $11.25 million in each of the fiscal years 2003, 2002 and 2001. Due to the termination of the Prior Agreement in June 2003, EA is no longer required to make the last $11.25 million carriage payment. There was no carriage fee expense for the three and six months ended September 30, 2003. Carriage fee expense for the three and six months ended September 30, 2002 was $4.5 million and $8.9 million, respectively.

Carriage fee amounts paid under the Prior Agreement were capitalized as a prepaid asset as payments were made to AOL. Until April 1, 2003, the total carriage fee of $81.0 million that was provided for in the Prior Agreement was being expensed using the straight-line method over the remaining life of the Prior Agreement subsequent to EA.com’s site launch in October 2000. As the carriage fee was expensed, EA applied the portion that had been paid against the prepaid asset and recorded the remaining amount as a liability. Amortization expense was classified as “Marketing and sales” expense in EA’s Condensed Consolidated Statements of Operations. The prepaid asset and liability balances were classified as “Other assets” and “Accrued and other liabilities”, respectively, on EA’s Condensed Consolidated Balance Sheets.

Under the New Agreement, in July 2003, AOL refunded $18.0 million in carriage fees that EA had previously paid to AOL under the Prior Agreement. This refund was applied against the prepaid balance and the remaining asset, $6.4 million, is being amortized over the term of the New Agreement as a reduction to revenue.

Programming Fee

The New Agreement provides for payments by AOL to EA of $27.5 million over the two-year term of the New Agreement as a programming fee. $20.8 million of this $27.5 million pertains to existing online games content and services that EA currently provides on the “Games” channels/areas of the AOL properties, and is being recognized as revenue ratably over the term of the New Agreement. The remaining $6.7 million pertains to new online games content and services to be delivered during the term of the New Agreement. This portion of the programming fee will be recognized as revenue as the required new content and services are delivered. During the three and six months ended September 30, 2003, $2.4 million and $4.9 million have been recognized as programming fee revenue, respectively.

Advertising Commitment

Under the Prior Agreement, EA also made a commitment to spend $15.0 million in offline media advertisements prior to March 31, 2005 consisting of:

• $10.0 million on television, radio, print and outdoor advertising promoting the availability of EA.com games on certain AOL online services; and

• $5.0 million ($1.0 million per year over the five year agreement) on television, radio, print and outdoor advertising promoting the availability of a specific category of EA.com games (so-called “parlor games”) on certain AOL online services.

Under the Prior Agreement, EA was free to purchase this advertising from any television, radio, print or outdoor media property that it chose, not necessarily from any AOL-affiliated media property. EA did not purchase any advertisements from AOL, though it purchased some qualifying advertising from AOL affiliates. Through March 31, 2003, EA expensed the advertising as it was incurred. These costs were classified as “Marketing and sales” expense in EA’s Condensed Consolidated Statements of Operations. As of March 31, 2003, EA had spent approximately $4.3 million against this commitment.

Upon the termination of the Prior Agreement, this advertising commitment was extinguished, and there is no similar commitment provided for in the New Agreement.

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Advertising Revenue and Revenue Sharing

Advertising revenue is derived principally from the sale of banner and in-game advertisements. Banner and in-game advertising is typically generated from contracts in which either EA or AOL provides a minimum number of impressions over the term of the agreed-upon commitment. Revenue is recognized as the impressions are delivered, provided that no significant obligations remain and collection of the related receivable is probable. Under the Prior Agreement, advertising revenue generated on the AOL Games Channel was recorded net of the applicable revenue share owed to AOL.

The Prior Agreement required that AOL pay EA 50 percent of all revenue collected by AOL from the sale of advertisements on EA’s online games sites, until advertising revenue reached $16.0 million in a year (measured from October 1 through the following September 30). Thereafter, the Prior Agreement provided that AOL would pay EA 70 percent of all advertising revenue collected by AOL from the sale of advertisements on EA’s game sites. Under the New Agreement, AOL is entitled to retain all advertising revenue collected by AOL from the sale of advertisements on EA’s games sites on the AOL properties, until net advertising revenue reaches $20.0 million in the twelve months ended March 31, 2004, and until net advertising revenue reaches $35.0 million for the remainder of the term of the New Agreement. After advertising revenue exceeds these thresholds, AOL is required to pay EA 50 percent of the additional net advertising revenue.

Other Fee Arrangements

Under the Prior Agreement, EA was also required to pay AOL a percentage of its subscription, e-commerce and anchor tenancy revenue that exceeded certain amounts. These costs were expensed as incurred and were classified as “Cost of goods sold” in EA’s Condensed Consolidated Statement of Operations. EA does not net these costs against revenue because it maintains responsibility for providing e-commerce products and subscription services directly to the consumer and retains the primary inventory risk for its products and games service.

Under the New Agreement, EA is required to pay AOL a percentage of its revenue derived from game service subscriptions, e-commerce, downloadable games and prize games that EA makes available on the AOL online services. EA accounts for these amounts in a similar manner as described above.

(15) IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities (“VIEs”) that either: (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (ii) are owned by equity investors who lack an essential characteristic of a controlling financial interest. This interpretation applies immediately to VIEs created after January 31, 2003. With regard to VIE’s already in existence prior to February 1, 2003, the implementation of FIN 46 has been delayed and currently applies to the first fiscal year or interim period beginning after December 15, 2003. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the transition date: (i) EA will be the primary beneficiary of an existing VIE that will require consolidation, or (ii) EA will hold a significant variable interest in, or have significant involvement with, an existing VIE. EA does not believe that it has any entities that will require disclosure or new consolidation as a result of adopting the provisions of FIN 46.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward looking. We use words such as “anticipates”, “believes”, “expects”, “intends”, “future” and similar expressions to help identify forward-looking statements. These forward-looking statements are subject to business and economic risk and management’s expectations, and are inherently uncertain and difficult to predict. Our actual results could differ materially from management’s expectations due to such risks. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Risks and uncertainties that may affect our future results include, but are not limited to, those discussed in this report below under the heading “Risk Factors”, as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2003 as filed with the Securities and Exchange Commission (“SEC”) on June 10, 2003 and in other documents filed with the SEC.

CRITICAL ACCOUNTING POLICIES

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, and revenue and expenses during the reporting period. The policies discussed below are considered by management to be critical because they are not only important to the portrayal of our financial condition and results of operations but also because application and interpretation of these policies requires both judgment and estimates on matters that are inherently uncertain and unknown. As a result, actual results may differ materially from our estimates.

Sales allowances and bad debt reserves

We principally derive revenue from sales of packaged interactive software games designed for play on videogame consoles (such as the PlayStation 2, Xbox and Nintendo GameCube), PCs and hand-held game machines (such as the Nintendo Game Boy Advance). Product revenue is recognized net of sales allowances. We also have stock-balancing programs for our PC products, which allow for the exchange of PC products by resellers under certain circumstances. We may decide to provide price protection for both our personal computer and videogame system products. In making this determination we evaluate: inventory remaining in the channel, the rate of inventory sell-through in the channel, and our remaining inventory on hand. It is our general practice to exchange products or give credits, rather than give cash refunds.

We estimate potential future product returns, price protection and stock-balancing programs related to current period product revenue. We analyze historical returns, current sell-through of distributor and retailer inventory of our products, current trends in the videogame market and the overall economy, changes in customer demand and acceptance of our products and other related factors when evaluating the adequacy of the sales returns and price protection allowances. In addition, management monitors and manages the volume of our sales to retailers and distributors and their inventories, as substantial overstocking in the distribution channel can result in high returns or substantial price protection requirements in subsequent periods. In the past, actual returns have not generally exceeded our reserves. However, actual returns and price protections may materially exceed our estimates as unsold products in the distribution channels are exposed to rapid changes in consumer preferences, market conditions or technological obsolescence due to new platforms, product updates or competing products. For example, the risk of product returns for our products may increase as the Xbox, Nintendo GameCube and PlayStation 2 consoles pass the midpoint of their lifecycle and an increasing number and aggregate amount of competitive products heighten pricing and competitive pressures. While management believes it can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, if our estimates changed, our returns reserves would change, which would impact the net revenue we report. For example, if actual returns were significantly greater than the reserves we have established, our actual results would decrease our reported net revenue. Conversely, if actual returns were significantly less than our reserves, this would increase our reported net revenue.

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Similarly, significant judgment is required to estimate our allowance for doubtful accounts in any accounting period. We determine our allowance for doubtful accounts by evaluating customer creditworthiness in the context of current economic trends. Depending upon the overall economic climate and the financial condition of our customers, the amount and timing of our bad debt expense could change significantly.

We cannot predict customer bankruptcies or an inability of any of our customers to meet their financial obligations to us. Therefore, our estimates could differ materially from actual results.

Prepaid royalties

Prepaid royalties consist primarily of advances paid to our co-publishing and/or distribution affiliates and license fees paid to celebrities, professional sports organizations and other organizations for our use of their trade names and content. Also included in prepaid royalties are prepayments made to independent software developers under development arrangements that have alternative future uses. Prepaid royalties are expensed at the contractual or effective royalty rate as cost of goods sold based on actual net product sales. We evaluate the future realization of prepaid royalties quarterly to determine amounts we deem unlikely to be realized through product sales. Any impairments determined before the launch of a product are charged to research and development expense. Impairments determined post launch are charged to cost of goods sold. In either case, we rely on forecasted revenue to evaluate the future realization of prepaid royalties. If actual revenue, or revised sales forecasts, falls below the initial forecasted sales, the charge taken may be larger than anticipated in any given quarter. If a charge has been taken prior to the product launch, that amount will not be expensed in future quarters when the product has shipped.

Valuation of long-lived assets

We evaluate both purchased intangible assets and other long-lived assets in order to determine if events or changes in circumstances indicate a potential impairment in value exists. This evaluation requires us to estimate, among other things, the remaining useful lives along with future estimates of cash flows of the business. All require the use of judgment and estimates. Our actual results could differ materially from our current estimates.

Under current accounting standards, we make judgments about the remaining useful lives of purchased intangible assets and other long-lived assets whenever events or changes in circumstances indicate a potential impairment in the remaining value of the assets recorded on our balance sheet. In order to determine if a potential impairment has occurred, management makes various assumptions about the future value of the asset, by evaluating future business prospects and estimated cash flows. Our future net cash flows are primarily dependent on the sale of products for play on proprietary videogame consoles, hand-held game machines and PC’s (“platforms”). The success of our products is affected by our ability to accurately predict which platforms and which products we develop will be successful. Also, our revenue and earnings are dependent on our ability to meet our product release schedules. Due to product sales shortfalls, we may not realize the future net cash flows necessary to recover our long-lived assets, which may result in an impairment charge being recorded in the future. During the six-month periods ended September 30, 2003 or September 30, 2002 no impairment charges were recorded on long-lived assets.

Income taxes

In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. As part of the process of preparing our Condensed Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations and making judgments regarding the recoverability of deferred tax assets. A valuation allowance is established to the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income in each jurisdiction. Tax exposures can involve complex issues and may require an extended period to resolve. To determine the quarterly tax rate, we are required to estimate full-year income and the related income tax expense in each jurisdiction. The estimated effective tax rate is adjusted for the tax related to significant unusual items. Changes in the geographic mix or estimated level of annual pre-tax income can affect the overall effective tax rate.

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RESULTS OF OPERATIONS

Revenue

We principally derive revenue from sales of packaged interactive software games designed for play on videogame platforms. We also derive additional revenue from selling subscriptions to some of our online games, selling advertisements on our online web pages, selling our packaged goods through our online store, receiving programming fees for integrated online content and by allowing other companies to manufacture and sell our products in conjunction with other products.

Geographically, our net revenue for the three and six months ended September 30, 2003 and 2002 is presented below (in thousands):

Net Revenue for the Three	September 30,		September 30,		Increase/
Months Ended	2003		2002		(Decrease)			% change
North America	$	358,184	$	313,559	$	44,625			14	%
Europe		145,002		116,654		28,348			24	%
Asia Pacific		17,617		13,803		3,814			28	%
Japan		9,202		9,474		(272	)		(3	%)
International		171,821		139,931		31,890			23	%
Consolidated Net Revenue	$	530,005	$	453,490	$	76,515			17	%

Net Revenue for the Six	September 30,		September 30,		Increase/
Months Ended	2003		2002		(Decrease)			% change
North America	$	557,025	$	487,138	$	69,887			14	%
Europe		272,928		243,184		29,744			12	%
Asia Pacific		32,088		28,992		3,096			11	%
Japan		21,345		26,074		(4,729	)		(18	%)
International		326,361		298,250		28,111			9	%
Consolidated Net Revenue	$	883,386	$	785,388	$	97,998			12	%

Net Revenue

Net revenue for the three months ended September 30, 2003 increased by 17 percent as compared to the same period in the prior fiscal year. Foreign exchange rates (primarily the Euro and the Pound Sterling) strengthened reported net revenue by approximately $14.3 million or 3.0 percent in the current quarter. Strong sales of our PlayStation 2, Xbox and PC platform products were partially offset by a decline in net revenue from PlayStation products as we transition away from that platform. In addition, based on reported amounts, the net revenue increase was driven by the following:

• Tiger Woods PGA TOUR^® 2004 and NHL^® 2004 titles were released in the current quarter, while fiscal 2003’s Tiger Woods PGA TOUR and NHL titles were not released until our fiscal third quarter. This accounted for an aggregate increase of $50.5 million.

• Strong sales of other current-quarter sports-related titles including Madden NFL 2004, EA SPORT^™ Rugby 2004 and NCAA^® Football 2004, as well as strong sales of Soul Calibur II and Freedom Fighters^® in Europe and Asia Pacific. These products accounted for an aggregate increase of $59.6 million.

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• Partially offset by strong prior year sales of Kingdom Hearts, (from our Square EA joint venture, which was terminated in March 2003), Medal of Honor and The Sims franchise products for an aggregate decrease of $42.7 million.

Net revenue for the six months ended September 30, 2003 increased by 12 percent as compared to the same period in the prior fiscal year. Foreign exchange rates (primarily the Euro and the Pound Sterling) strengthened reported net revenue by approximately $35.5 million or 4.5 percent in the current period. Based on reported amounts, the net revenue increase was driven by the following:

• Strong sales of our PlayStation 2, Xbox and PC products for an aggregate increase of $103.4 million. The increase was driven primarily by NBA STREET Vol. 2, Def Jam VENDETTA, Tiger Woods PGA TOUR 2004, Madden NFL 2004 and The Sims franchise products. These increases were partially offset by strong net revenue in the six months ended September 30, 2002 for 2002 FIFA World Cup and the Medal of Honor franchise products.

• Net revenue from co-publishing and distribution products increased $20.8 million in the current period. This increase was due in large part to sales of Soul Calibur II, Aliens Natural Selection, Devil May Cry 2, the Battlefield 1942 ^TM franchise products and Final Fantasy Origins, partially offset by strong sales in the prior year of Kingdom Hearts (from our Square EA joint venture which was terminated in March 2003).

• Partially offset by a 64 percent decrease in PlayStation net revenue from $37.4 million in the six months ended September 30, 2002 to $13.3 million in the same period of the current fiscal year. The decrease has been expected as we transition away from this platform.

North America

For the three months ended September 30, 2003, net revenue from sales in North America increased by 14 percent as compared to the three months ended September 30, 2002. Based upon reported amounts, the net revenue increase was driven by the following:

• Strong sales of our Playstation 2 and Xbox products for an aggregate increase of $81.5 million. The increase was primarily due to strong EA Sports title net revenue on Madden, Tiger Woods PGA TOUR, NHL, and NCAA Football franchise products.

• PC net revenue increase of 15 percent to $53.6 million from $46.5 million in the three months ended September 30, 2002. The increase was due to strong sales of SimCity^TM and Command & Conquer^TM franchise products, partially offset by lower net revenue on The Sims franchise products.

• Partially offset by a 55 percent decrease in net revenue from co-publishing and distribution products to $20.2 million from $44.7 million in the same period of the prior fiscal year. The decrease was due in large part to strong sales in the three months ended September 30, 2002 of Kingdom Hearts (from our Square EA joint venture which was terminated in March 2003) and Buffy the Vampire Slayer, partially offset by the current fiscal year release of Aliens Natural Selection.

For the six months ended September 30, 2003, net revenue from sales in North America increased by 14 percent as compared to the six months ended September 30, 2002. The net revenue increase was driven by the following:

• Strong sales of our Playstation 2 and Xbox products for an aggregate increase of $93.2 million. NBA STREET vol. 2 and Def Jam VENDETTA releases plus additional strong sports title net revenue on Madden, Tiger Woods PGA TOUR, NHL and NCAA Football franchises were partially offset by a decrease in net revenue from Medal of Honor Frontline.

• PC net revenue increase of 11 percent to $90.5 million versus $81.3 million in the six months ended September 30, 2002. Strong sales of SimCity^TM, Command & Conquer^TM, Medal of Honor and Tiger Woods PGA TOUR franchise products were partially offset by lower net revenue on The Sims franchise products.

• Partially offset by an expected decrease in net revenue from products for Playstation of 68 percent or $17.3 million as we transition away from this platform.

• Also partially offset by a 26 percent decrease in net revenue from co-publishing and distribution products to $44.4 million versus $59.7 million in the six months ended September 30, 2002. The decrease was due in large part to net revenue in the six months ended September 30, 2002 for Kingdom Hearts and Buffy the

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Vampire Slayer, partially offset by net revenue in the same period of the current fiscal year of Battlefield 1942 franchise products and the current fiscal year release of Aliens Natural Selection.

International

Europe

For the three months ended September 30, 2003, net revenue from sales in Europe increased by 24 percent as compared to the three months ended September 30, 2002. Foreign exchange rates strengthened reported European net revenue by approximately $11.7 million or 10 percent. Based upon reported amounts, the net revenue increase was driven by the following:

• Co-publishing and distribution product sales increased by $20.4 million, or 48 percent, primarily due to net revenue from Soul Calibur II and Freedom Fighters, partially offset by decreases in the current fiscal year on Resident Evil and Buffy the Vampire Slayer.

• Playstation 2, Xbox and PC product sales increased by $11.8 million, or 31 percent, primarily due to the additional titles available on the Xbox console and strong current fiscal year net revenue on EA SPORTS Rugby 2004, Command & Conquer: Generals, and Tiger Woods PGA TOUR franchise products, as well as Lord of the Rings: The Two Towers, partially offset by strong sales in the same period of the prior fiscal year of Medal of Honor Frontline.

• This increase was also partially offset by a $4.6 million decrease for our PlayStation and Nintendo GameCube products primarily due to stronger sales in the three months ended September 30, 2002 from key titles, including F1 Challenge, SSX Tricky and our James Bond franchise products. The decrease in Playstation net revenue has been expected as we transition away from the Playstation platform.

For the six months ended September 30, 2003, net revenue from sales in Europe increased by 12 percent as compared to the six months ended September 30, 2002. Foreign exchange rates strengthened reported European net revenue by approximately $30.8 million or 13 percent. Based upon reported amounts, the increase was driven by the following:

• Co-publishing and distribution product sales which increased by $32.8 million, or 48 percent, primarily due to net revenue from Soul Calibur II, Freedom Fighters, Devil May Cry 2, Aliens Natural Selection and Anno franchise products, partially offset by decreases in the current fiscal year on Resident Evil, Onimusha Warlords and Buffy the Vampire Slayer.

• Xbox, PC and Game Boy Advance product sales, which increased by $12.9 million, or 17 percent, primarily due to additional titles available on the Xbox and Game Boy Advance consoles as well as strong current fiscal year net revenue on The Sims and Command & Conquer franchise products.

• This increase was partially offset by an $8.2 million decrease for PlayStation 2 and Nintendo GameCube products primarily due to stronger sales in the six months ended September 30, 2002 from key titles, including Medal of Honor Frontline and 2002 FIFA World Cup. Strong current fiscal year net revenue on The Sims, Def Jam VENDETTA and EA SPORTS Rugby 2004 partially offset these decreases.

• Playstation product sales decreased by $6.7 million primarily due to our transition away from this platform.

Asia Pacific

For the three months ended September 30, 2003, net revenue from sales in the Asia Pacific region, excluding Japan, increased by 28 percent to $17.6 million versus $13.8 million for the three months ended September 30, 2002. Foreign exchange rates strengthened reported Asia Pacific net revenue by approximately $2.4 million or 18 percent. Based upon reported amounts, the net revenue increase was driven by the following:

• PlayStation 2 product sales, which increased $2.2 million primarily due to stronger sales from key titles, including EA SPORTS Rugby 2004 and Tiger Woods PGA TOUR 2004.

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• Co-publishing and distribution product sales, which increased by $1.6 million, or 39 percent. The increase was due primarily to net revenue from Soul Calibur II, Knights of the Old Republic, Aliens Natural Selection and Freedom Fighters, partially offset by decreases in the current fiscal year on Buffy the Vampire Slayer and Battlefield 1942.

For the six months ended September 30, 2003, net revenue from sales in the Asia Pacific region, excluding Japan, increased by 11 percent to $32.1 million versus $29.0 million for the six months ended September 30, 2002. Foreign exchange rates strengthened reported Asia Pacific net revenue by approximately $3.9 million or 14 percent. Based upon reported amounts, the net revenue increase was driven by the following:

• PlayStation 2 product sales, which increased $2.0 million primarily due to stronger sales from titles including EA SPORTS Rugby 2004, The Sims franchise products, Tiger Woods PGA TOUR 2004, NBA STREET Vol. 2, Madden NFL 2004, Def Jam VENDETTA and Lord of the Rings: The Two Towers, partially offset by strong net revenue in the same period of the prior fiscal year for Medal of Honor Frontline.

• Co-publishing and distribution product sales, which increased by $1.1 million, or 13 percent, primarily due to net revenue from Soul Calibur II.

Japan

For the three months ended September 30, 2003, net revenue from sales in Japan decreased by 3 percent to $9.2 million from $9.5 million. Foreign exchange rates strengthened reported net revenue in Japan by approximately $0.1 million or 1 percent. Based upon reported amounts, the net revenue decrease was driven by the following:

• Co-publishing and distribution product sales, which decreased by $1.4 million, or 26 percent, primarily due to strong prior year net revenue in the three months ended September 30, 2002 from Ever17, Tenkatouitsu 4 and Gundam Net Op, partially offset by the current fiscal year release of Memo Off Mix.

• Partially offset by PlayStation 2 and PC product sales, which increased $0.9 million primarily due to stronger sales from key products, including F1 Career Challenge, SimCity 4 and Def Jam VENDETTA.

For the six months ended September 30, 2003, net revenue from sales in Japan decreased by 18 percent to $21.3 million versus $26.1 million for the six months ended September 30, 2002. Foreign exchange rates strengthened reported net revenue in Japan by approximately $0.8 million or 3 percent. Based upon reported amounts, the net revenue decrease was driven by the following:

• PlayStation 2 product sales, which decreased $6.9 million, primarily due to reduced sales on FIFA franchise products, partially offset by The Sims, MVP Baseball and NBA STREET Vol. 2.

• Offset partially by co-publishing and distribution product sales, which increased by $2.2 million, or 31 percent, primarily due to net revenue from Max Payne and Memo Off Mix.

Revenue by Product Line

Our worldwide net revenue by product line for the three and six months ended September 30, 2003 and 2002 is summarized below (in thousands):

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Net Revenue for the Three	September 30,		September 30,		Increase/
Months Ended	2003		2002		(Decrease)			% change
PlayStation 2	$	221,180	$	158,712	$	62,468			39.4	%
PC		93,022		82,686		10,336			12.5	%
Xbox		68,691		37,527		31,164			83.0	%
Nintendo GameCube		24,553		27,838		(3,285	)		(11.8	%)
Subscription Services		11,124		8,321		2,803			33.7	%
Advertising, Programming, Licensing, and Other		7,552		14,161		(6,609	)		(46.7	%)
PlayStation		7,562		24,206		(16,644	)		(68.8	%)
Game Boy Advance		3,809		3,679		130			3.5	%
		437,493		357,130		80,363			22.5	%
Co-publishing and Distribution		92,512		96,360		(3,848	)		(4.0	%)
Total Net Revenue	$	530,005	$	453,490	$	76,515			16.9	%

Net Revenue for the Six	September 30,		September 30,		Increase/
Months Ended	2003		2002		(Decrease)			% change
PlayStation 2	$	339,549	$	293,310	$	46,239			15.8	%
PC		173,360		158,752		14,608			9.2	%
Xbox		100,212		57,630		42,582			73.9	%
Nintendo GameCube		45,707		42,794		2,913			6.8	%
Subscription Services		24,755		16,860		7,895			46.8	%
Advertising, Programming, Licensing, and Other		16,263		29,508		(13,245	)		(44.9	%)
PlayStation		13,313		37,429		(24,116	)		(64.4	%)
Game Boy Advance		6,168		5,817		351			6.0	%
		719,327		642,100		77,227			12.0	%
Co-publishing and Distribution		164,059		143,288		20,771			14.5	%
Total Net Revenue	$	883,386	$	785,388	$	97,998			12.5	%

PlayStation 2 Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	221,180		41.7	%	$	158,712		35.0	%		39.4	%
Six months ended	$	339,549		38.4	%	$	293,310		37.3	%		15.8	%

For the three months ended September 30, 2003, net revenue from PlayStation 2 products increased by 39 percent to $221.2 million versus $158.7 million for the three months ended September 30, 2002. The increase was primarily due to strong sales of Madden and Tiger Woods PGA TOUR franchise products in the current quarter. This increase was partially offset by lower net revenue from the Medal of Honor franchise compared to the same period in the prior fiscal year.

For the six months ended September 30, 2003, net revenue from PlayStation 2 products increased by 16 percent to $339.5 million versus $293.3 million for the six months ended September 30, 2002. The increase was primarily due to current fiscal year sales of hit titles Def Jam VENDETTA, The Sims, and franchise products including NBA STREET, Madden, Tiger Woods PGA TOUR, and NHL. This increase was partially offset by lower net revenue from Medal of Honor Frontline compared to the same period in the prior fiscal year.

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Personal Computer Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	93,022		17.6	%	$	82,686		18.2	%		12.5	%
Six months ended	$	173,360		19.6	%	$	158,752		20.2	%		9.2	%

For the three months ended September 30, 2003, net revenue from products for the PC increased by 13 percent to $93.0 million versus $82.7 million in the three months ended September 30, 2002. The increase was primarily due to strong sales of hit franchise products including SimCity franchise products, (particularly SimCity 4 Deluxe and SimCity 4 Rush Hour) and Command & Conquer, Medal of Honor and NHL franchise products. This was partially offset by a decrease in net revenue on The Sims franchise products. Ten titles were released in the current fiscal quarter versus three in the same period in the prior fiscal year.

For the six months ended September 30, 2003, net revenue from products for the PC increased by 9 percent to $173.4 million versus $158.8 million in the six months ended September 30, 2002. The increase was primarily due to stronger current year net revenue of products from Command & Conquer, SimCity and Medal of Honor franchise products, partially offset by lower net revenue from prior fiscal year hit title 2002 FIFA World Cup. Current fiscal year releases included The Sims Superstar, The Sims Double Deluxe, SimCity 4 Deluxe, and SimCity 4 Rush Hour. Other prior fiscal year releases continued to generate strong sales, particularly The Sims Deluxe and The Sims Unleashed. Twelve titles were released in the six months ended September 30, 2003 versus five titles released in the same period of the prior fiscal year.

Xbox Net Revenue (In thousands)
	September 30,		% of			September 30,		% of
	2003		net revenue			2002		net revenue			% change
Three months ended	$	68,691		13.0	%	$	37,527		8.3	%		83.0	%
Six months ended	$	100,212		11.3	%	$	57,630		7.3	%		73.9	%

For the three months ended September 30, 2003, net revenue of Xbox products increased by 83 percent to $68.7 million versus $37.5 million in the three months ended September 30, 2002. The increase was primarily due to the higher installed base of Xbox consoles as well as the sales of Tiger Woods PGA TOUR, Madden and NHL franchise products. Other significant titles contributing to the increase were Medal of Honor Frontline, FIFA 2003 and NBA STREET Vol. 2. Five titles were released in the current fiscal quarter versus three in the same period in the prior fiscal year.

For the six months ended September 30, 2003, net revenue of Xbox products increased by 74 percent to $100.2 million versus $57.6 million in the six months ended September 30, 2002. The increase was primarily due to NBA STREET Vol. 2, The Sims and Medal of Honor Frontline, and strong sales of Tiger Woods PGA TOUR, Madden and NHL franchise products. This increase was partially offset by lower net revenue for prior fiscal year hit title 2002 FIFA World Cup. Seven titles were released in the six months ended September 30, 2003 versus five in the same period in the prior fiscal year.

Nintendo GameCube Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	24,553		4.6	%	$	27,838		6.1	%		(11.8	%)
Six months ended	$	45,707		5.2	%	$	42,794		5.4	%		6.8	%

For the three months ended September 30, 2003, net revenue from Nintendo GameCube products decreased by 12 percent to $24.6 million versus $27.8 million for the three months ended September 30, 2002. The decrease was

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primarily due to strong sales of Freekstyle and NASCAR Thunder^TM 2003 in the prior year quarter, partially offset by current quarter sales of Tiger Woods PGA TOUR 2004.

For the six months ended September 30, 2003, net revenue from Nintendo GameCube products increased by 7 percent to $45.7 million versus $42.8 million for the six months ended September 30, 2002. The slight increase was attributable to significant new releases in the current year including NBA STREET Vol. 2 and Def Jam VENDETTA, partially offset by lower net revenue on James Bond 007 in...Agent Under Fire. Seven titles were released in the six months ended September 30, 2003 versus six in the same period in the prior fiscal year.

Subscription Services Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	11,124		2.1	%	$	8,321		1.8	%		33.7	%
Six months ended	$	24,755		2.8	%	$	16,860		2.1	%		46.8	%

For the three months ended September 30, 2003, net revenue from subscription fees for our online games increased 34 percent to $11.1 million compared to $8.3 million for the three months ended September 30, 2002 primarily due to subscription net revenue from The Sims Online and Earth & Beyond, partially offset by a decrease in subscription net revenue from Motor City Online (which was discontinued during the three months ended September 30, 2003).

For the six months ended September 30, 2003, net revenue from subscription fees for our online games increased 47 percent to $24.8 million compared to $16.9 million for the six months ended September 30, 2002. This increase was primarily due to The Sims Online, which was launched in December 2002, and higher subscription net revenue from Earth & Beyond.

Advertising, Programming, Licensing and Other Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	7,552		1.4	%	$	14,161		3.1	%		(46.7	%)
Six months ended	$	16,263		1.8	%	$	29,508		3.8	%		(44.9	%)

For the three months ended September 30, 2003, net revenue from advertising, programming, licensing and other decreased 47 percent to $7.6 million versus $14.2 million in the three months ended September 30, 2002. The decrease was primarily due to the discontinuance (as of April 1, 2003) of advertising revenue received from AOL, partially offset by AOL programming fees initiated during the quarter ended June 30, 2003. In addition, Game Boy Color net revenue decreased in the current quarter compared to the same period in the prior fiscal year primarily due to lower net revenue from our Harry Potter franchise products.

For the six months ended September 30, 2003, net revenue from advertising, programming, licensing and other decreased 45 percent to $16.3 million versus $29.5 million for the six months ended September 30, 2002. The decrease was primarily due to the discontinuance (as of April 1, 2003) of advertising revenue received from AOL, partially offset by AOL programming fees initiated during the quarter ended June 30, 2003. In addition, Game Boy Color net revenue decreased in the six months ended September 30, 2003 versus the same period in the prior fiscal year primarily due to lower net revenue for our Harry Potter franchise products.

PlayStation Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	7,562		1.4	%	$	24,206		5.3	%		(68.8	%)
Six months ended	$	13,313		1.5	%	$	37,429		4.8	%		(64.4	%)

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For the three months ended September 30, 2003, net revenue from PlayStation products decreased 69 percent to $7.6 million versus $24.2 million for the three months ended September 30, 2002. As we expected, the decrease in net revenue from sales of PlayStation products for the three months ended September 30, 2003 was attributable to the market transition to newer generation console systems. Although our PlayStation products are playable on the PlayStation 2 console, we expect sales of current PlayStation products to continue to decline throughout the remainder of fiscal 2004.

For the six months ended September 30, 2003, net revenue from PlayStation products decreased 64 percent to $13.3 million versus $37.4 million for the six months ended September 30, 2002. As we expected, the decrease in net revenue was attributable to the market transition to newer generation console systems. Two new titles were released in the six months ended September 30, 2003 versus three titles in the same period in the prior fiscal year. Titles and franchises that generated lower net revenue in the six months ended September 30, 2003 include 2002 FIFA World Cup and Madden, Medal of Honor and NASCAR franchise products.

Game Boy Advance Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	3,809		0.7	%	$	3,679		0.8	%		3.5	%
Six months ended	$	6,168		0.7	%	$	5,817		0.7	%		6.0	%

For the three months ended September 30, 2003, net revenue from Game Boy Advance increased 4 percent to $3.8 million versus $3.7 million in the three months ended September 30, 2002. Net revenue from Game Boy Advance products increased slightly due to strong sales of our Lord of the Rings franchise products, partially offset by lower net revenue from our Harry Potter franchise products. Twelve titles were available in the three months ended September 30, 2003 versus seven in the same period in the prior fiscal year.

For the six months ended September 30, 2003, net revenue from Game Boy Advance increased 6 percent to $6.2 million versus $5.8 million for the six months ended September 30, 2002. This slight increase in net revenue in the current fiscal year was primarily attributable to strong sales of James Bond 007: Nightfire, partially offset by lower net revenue on our Harry Potter franchise products.

Co-publishing and Distribution Net Revenue (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	92,512		17.5	%	$	96,360		21.2	%		(4.0	%)
Six months ended	$	164,059		18.6	%	$	143,288		18.2	%		14.5	%

For the three months ended September 30, 2003, net revenue from co-publishing products and distribution products decreased 4 percent to $92.5 million compared to $96.4 million in the three months ended September 30, 2002. This decrease was primarily due to strong sales in the three months ended September 30, 2002, of Kingdom Hearts, Buffy the Vampire Slayer, Resident Evil and Final Fantasy X partially offset by a net revenue increase in the same period of the current fiscal year from current fiscal year releases, Soul Calibur II and Freedom Fighters.

For the six months ended September 30, 2003, net revenue from co-publishing products and distribution products increased 15 percent to $164.1 million compared to $143.3 million in the six months ended September 30, 2002. This increase was primarily due to strong net revenue from Soul Calibur II, Freedom Fighters, Aliens Natural Selection and Devil May Cry 2, partially offset by lower net revenue from Kingdom Hearts and Final Fantasy X.

Costs and Expenses, Interest and Other Income, Net, and Income Taxes

Cost of Goods Sold. Cost of goods sold for our disk-based and cartridge-based products consists of actual product costs, royalties expense for celebrities, professional sports and other organizations and independent software

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developers, manufacturing royalties, net of volume discounts, expense for defective products, write-off of post-launch prepaid royalty costs, and operations expense. Cost of goods sold for our online product subscription business consists primarily of data center and bandwidth costs associated with hosting our websites, credit card fees and royalties for use of third party properties. Cost of goods sold for our website advertising business consists primarily of ad serving costs.

Marketing and Sales. Marketing and sales expenses consist of personnel-related costs, advertising, marketing and promotional expenses, net of co-op advertising expense reimbursements. In addition, marketing and sales expense in fiscal year 2003 included the amortization of the “carriage” fees payable for the distribution of our online games on AOL, which we are no longer required to pay.

General and Administrative. General and administrative expenses consist of personnel and related expenses of executive and administrative staff, fees for professional services such as legal and accounting, and allowances for bad debts.

Research and Development. Research and development expenses consist of expenses incurred by our production studios for personnel-related costs, consulting, equipment depreciation, customer relationship management expenses associated with our products and any impairments of prepaid royalties for pre-launch products. Research and development expenses for our online business include expenses incurred by our studios consisting of direct development costs and related overhead costs in connection with the development and production of our online games. Network development and support costs consist of expenses associated with development of website content, depreciation on server equipment to support online games, network infrastructure direct expenses, software licenses and maintenance, and network and management overhead.

Cost of Goods Sold (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	213,762		40.3	%	$	200,867		44.3	%		6.4	%
Six months ended	$	363,725		41.2	%	$	343,321		43.7	%		5.9	%

For the three months ended September 30, 2003, cost of goods sold as a percentage of net revenue decreased by 4.0 percentage points to 40.3 percent from 44.3 percent for the three months ended September 30, 2002 primarily due to:

• Favorable product mix contributing 1.7 percentage points to total gross margin due to an increase in the percentage of net revenue being derived from our higher-gross-margin product lines, such as products for the PlayStation 2 and PC, and a decrease in the percentage of net revenue derived from lower-gross-margin product lines such as those for the PlayStation and co-publishing and distribution products. The increase was partially offset by a decrease in the percentage of net revenue from advertising, programming, licensing and other product lines that generally have higher gross margins.

• Higher overall gross margins by platform and on co-publishing and distribution products, contributing 1.8 percentage points to total gross margin. The increase was due to the higher volume of sales of co-publishing products, such as Soul Caliber II, Aliens Natural Selection, and Freedom Fighters in the three months ended September 30, 2003, which have a higher gross margin than distribution products, such as Kingdom Hearts, which contributed a higher proportion of this category’s net revenue in the same period of the prior fiscal year.

• Higher PC gross margins contributing 0.7 percentage points to total gross margin. The increase was due to lower overall direct and indirect costs of goods sold primarily on The Sims franchise products and new products for the PC released in the current quarter compared to the same period of the prior fiscal year.

• Higher Nintendo GameCube gross margins contributing 0.4 percentage points to total gross margin due to pricing discounts from Nintendo on current year sales and higher royalties in the prior year due to F1 2002.

• Partially offset by lower Xbox gross margins, which reduced total gross margin by 0.4 percentage points. This decrease was due to a higher percentage of net revenue from older titles at lower price points and lower margins compared to a higher percentage of net revenue from new titles in the same period of the prior fiscal year.

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For the six months ended September 30, 2003, cost of goods sold as a percentage of net revenue decreased by 2.5 percentage points to 41.2 percent from 43.7 percent for the six months ended September 30, 2002 primarily due to:

• Higher overall gross margins by platform and for co-publishing and distribution products contributing 1.4 percentage points to total gross margin. The increase was due to the higher volume of sales of co-publishing products, such as Soul Caliber II, Aliens Natural Selection, and Freedom Fighters in the six months ended September 30, 2003, which have a higher gross margin than distribution products, such as Kingdom Hearts, which contributed a higher proportion of this category’s net revenue in the same period of the prior fiscal year.

• Higher gross margins for Nintendo GameCube products contributing a 0.6 percentage point increase to the total gross margin. The increase was due to pricing discounts received from Nintendo on current year sales. In addition, we also had lower royalty expenses in the current period. The decrease in royalties was due to higher sales in the current year of lower royalty bearing titles such as The Sims compared with higher sales of higher royalty bearing titles such as 2002 FIFA World Cup and F1 2002 in the same period in the prior fiscal year. In addition, high returns on Harry Potter and the Chamber of Secrets resulted in lower effective royalty rates in the current period.

• Higher gross margins for PC products contributing a 0.5 percentage point increase to total gross margin. The increase in PC product margins was due primarily to lower direct costs of goods sold and indirect cost of goods sold on new products released in current quarter. In addition, royalties on current year releases were lower than on products released in the same period of the prior fiscal year such as, 2002 FIFA World Cup and F1 2002.

Marketing and Sales (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	64,041		12.1	%	$	55,514		12.2	%		15.4	%
Six months ended	$	123,125		13.9	%	$	120,888		15.4	%		1.9	%

For the three months ended September 30, 2003, marketing and sales expenses increased by 15.4 percent as compared to the three months ended September 30, 2002 primarily due to:

• The release of 11 titles in the current fiscal quarter versus eight titles in the same period of the prior fiscal year. The primary increase related to higher advertising spending of $6.5 million to support product releases including Tiger Woods PGA TOUR 2004, NASCAR Thunder 2004 and NCAA Football 2004 on multiple platforms.

• Increase in headcount and related expenses by 18 percent and increases in promotional expenses to support the growth of our marketing and sales functions worldwide.

• Partially offset by the discontinuance of carriage fee payments to AOL, which resulted in a decrease of $4.5 million.

For the six months ended September 30, 2003, marketing and sales expenses increased by 1.9 percent as compared to the six months ended September 30, 2002 primarily due to:

• Increase in headcount and related expenses by 20 percent and promotional expenses to support the growth of our marketing and sales functions worldwide.

• Partially offset by the discontinuance of carriage fee payments to AOL, which resulted in a decrease of $8.9 million.

General and Administrative (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	36,032		6.8	%	$	27,453		6.1	%		31.2	%
Six months ended	$	66,792		7.6	%	$	53,116		6.8	%		25.7	%

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For the three months ended September 30, 2003, general and administrative expenses increased by 31.2 percent as compared to the three months ended September 30, 2002 due to:

• Increase in headcount related expenses, depreciation, professional services, information technology and facilities expenses for an aggregate increase of $12.9 million.

• Partially offset by a $4.3 million decrease in bad debt expense.

For the six months ended September 30, 2003, general and administrative expenses increased by 25.7 percent as compared to the six months ended September 30, 2002 due to:

• Increase in headcount related expenses, professional services, depreciation and information technology, and facilities related expenses of $20.4 million.

• Partially offset by a decrease in bad debt expense of $6.7 million.

Research and Development (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	113,493		21.4	%	$	96,164		21.2	%		18.0	%
Six months ended	$	204,615		23.2	%	$	186,044		23.7	%		10.0	%

For the three months ended September 30, 2003, research and development expenses increased by 18.0 percent as compared to the three months ended September 30, 2002 due to:

• Increase in headcount and related expenses by 29 percent and outside services to support the growth of the research and development function.

• Partially offset by a decrease in pre-launch write-offs of prepaid royalties and a decrease in depreciation expense due to $66.3 million of asset impairments recorded in the third and fourth quarters of fiscal 2003.

For the six months ended September 30, 2003, research and development expenses increased by 10.0 percent as compared to the six months ended September 30, 2002 due to:

• Increase in headcount and related expenses by 26 percent and outside services to support the growth of the research and development function.

• Partially offset by a decrease in the pre-launch write-offs of prepaid royalties and a decrease in depreciation expense due to $66.3 million of asset impairments recorded in the third and fourth quarters of fiscal 2003.

The increase in research and development spending is expected to continue in fiscal 2004 due to an increase in development spending for current generation console products including the PlayStation 2, Xbox and Nintendo GameCube, as well as extending our investment in the PC and future platforms.

Amortization of Intangibles (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	810		0.2	%	$	2,246		0.5	%		(63.9	%)
Six months ended	$	1,490		0.2	%	$	4,491		0.6	%		(66.8	%)

Amortization of intangibles decreased $1.4 million and $3.0 million for the three and six months ended September 30, 2003 compared to the same periods in the prior year. The decrease in amortization for both periods was due primarily to the impairment of certain finite-lived intangible assets recognized in the prior fiscal year.

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Interest and Other Income, Net (In thousands)
	September 30,		% of net			September 30,		% of net
	2003		revenue			2002		revenue			% change
Three months ended	$	9,130		1.7	%	$	1,177		0.3	%		675.7	%
Six months ended	$	13,979		1.6	%	$	4,324		0.6	%		223.3	%

For the three months ended September 30, 2003, interest and other income, net, increased from the three months ended September 30, 2002 primarily due to:

• Foreign currency gains as a result of favorable rates primarily for the Euro and British Pound at the end of the current year quarter compared to losses on foreign exchange hedge contracts in the same period of the prior fiscal year for an aggregate increase of $4.7 million.

• Higher interest income of $2.3 million, as a result of higher average cash balances partially offset by lower interest rates in the current fiscal quarter.

For the six months ended September 30, 2003, interest and other income, net, increased from the six months ended September 30, 2002 primarily due to:

• Higher interest income of $4.8 million, as a result of higher average cash balances partially offset by lower interest rates in the current fiscal year.

• Foreign currency gains as a result of favorable rates primarily for the Euro and British Pound as of September 30, 2003 compared to losses on foreign exchange hedge contracts in the six months ended September 30, 2002 for an aggregate increase of $3.6 million.

Income Taxes (In thousands)
	September 30,		Effective			September 30,		Effective
	2003		tax rate			2002		tax rate			% change
Three months ended	$	34,409		31.0	%	$	22,451		31.0	%		53.3	%
Six months ended	$	42,662		31.0	%	$	25,374		31.0	%		68.1	%

Our effective tax rate was 31 percent for the three and six months ended September 30, 2003 and 2002. The effective tax rate is the result of the mix of income earned in various tax jurisdictions that apply a broad range of tax rates. The effective tax rate may change period-to-period based on nonrecurring events, as well as recurring factors including the geographical mix of income before taxes, the timing and amount of foreign dividends, and state and local taxes. Future effective tax rates could be adversely affected if earnings are lower than anticipated in countries where we have lower statutory rates, by unfavorable changes in tax laws and regulations or by adverse rulings in tax related litigation. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003, our working capital was $1.65 billion compared to $1.34 billion at March 31, 2003. Cash, cash equivalents and short-term investments increased by $146.6 million during the first six months of fiscal 2004. We generated $139.9 million of cash through the sale of equity securities under our stock plans and $28.2 million of cash provided by operations, which was partially offset by $28.7 million of cash used for capital expenditures during the six months ended September 30, 2003.

As of September 30, 2003, our principal source of liquidity is $1.7 billion in cash, cash equivalents and short-term investments and $0.8 million in marketable equity securities. We believe the existing cash, cash equivalents, short-term investments, marketable equity securities and cash generated from operations will be sufficient to meet cash and investment requirements for at least the next 12 months. A portion of our cash is generated from operations domiciled in foreign tax jurisdictions (approximately $329.4 million) that is designated as permanently invested in

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the respective tax jurisdiction. While we do not currently believe there is a need to repatriate these funds to the United States in the short term, if these funds are required for our operations in the United States, we would be required to accrue and pay additional taxes to repatriate these funds.

Our ability to maintain sufficient liquidity could be affected by various risks and uncertainties including, but not limited to, those related to customer demand and acceptance of our titles on new platforms and new versions of our titles on existing platforms, our ability to collect our accounts receivable as they become due, successfully achieving our product release schedules and attaining our forecasted sales objectives, the impact of competition, the economic conditions in the domestic and international markets, seasonality in operating results, risks of product returns and the other risks listed in the “Risk Factors” section.

Our gross accounts receivable balance was $329.6 million and $246.7 million as of September 30, 2003 and March 31, 2003, respectively. Reserves for product returns, pricing allowances and doubtful accounts decreased 23 percent from $164.6 million at March 31, 2003 to $126.8 million at September 30, 2003. The decrease in the overall reserves as of September 30, 2003 was due to the high volume of return and price protection credits processed in the first six months of fiscal year 2004, for products sold in prior periods. Although the absolute dollar amounts of the sales return and price protection reserves have decreased as of September 30, 2003, both have remained relatively constant compared to March 31, 2003 as a percentage of trailing nine months net revenue. We believe these reserves are adequate based on historical experience and our current estimate of potential returns and allowances.

Commitments

Lease Commitments
We lease certain of our current facilities and certain equipment under non-cancelable capital and operating lease agreements. We are required to pay property taxes, insurance and normal maintenance costs for certain of our facilities and will be required to pay any increases over the base year of these expenses on the remainder of our facilities.

In February 1995, we entered into a build-to-suit lease with Keybank National Association on our headquarters facility in Redwood City, California, which was extended in July 2001 and expires in July 2006. We accounted for this arrangement as an operating lease in accordance with Statement of Finance Accounting Standards (“SFAS”) No. 13, “Accounting for Leases”, as amended. Existing campus facilities developed in phase one comprise a total of 350,000 square feet and provide space for sales, marketing, administration and research and development functions. We have an option to purchase the property (land and facilities) for $145.0 million or, at the end of the lease, to arrange for (i) an extension of the lease or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $128.9 million if the sales price is less than this amount, subject to certain provisions of the lease.

In December 2000, we entered into a second build-to-suit lease with Keybank National Association for a five-year term beginning December 2000 to expand our Redwood City, California headquarters facilities and develop adjacent property adding approximately 310,000 square feet to our campus. Construction was completed in June 2002. We accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. The facilities provide space for marketing, sales and research and development. We have an option to purchase the property for $127.0 million or, at the end of the lease, to arrange for (i) an extension of the lease, or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $118.8 million if the sales price is less than this amount, subject to certain provisions of the lease. We believe the estimated fair value of the properties under the operating leases are in excess of the guaranteed residual values based in part on a independent third party appraisal.

In July of 2003, we entered into a lease agreement with Playa Vista-Water’s Edge LLC for a studio facility in Los Angeles, California, which commenced in October 2003 and expires in September 2013 with two five-year options to extend the lease term. Additionally, we have options to purchase the property after five and ten years based on the fair market value of the property at the date of sale, a right of first offer to purchase the property upon terms offered by the landlord, and a right to share in the profits from a sale of the property. We have accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. Existing campus facilities comprise a total of 243,000 square feet and provide space for research and development functions. Our rental obligation under

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this agreement is $50.2 million over the initial ten-year term of the lease. We will take possession of the property over a period of 18 months as the facilities become available for use. The above commitment is offset by sublease income of $5.8 million for the sublet to Playa Capital Company, LLC of 18,000 square feet of the Los Angeles facility, which commenced in October 2003 and expires September 2013 with options of early termination by Playa Capital Company, LLC after five years and by EA after four and five years. The contractual obligations table below has been updated for this lease based on our gross lease commitment.

Lease rates are based upon the Commercial Paper Rate. The three lease agreements described above require us to maintain certain financial covenants related to consolidated net worth, fixed charge coverage ratio, total consolidated debt to total consolidated capital and quick ratio, all of which we were in compliance with as of September 30, 2003.

Letters of Credit

In July 2002, we provided an irrevocable standby letter of credit to Nintendo of Europe. The standby letter of credit guarantees performance of our obligations to pay Nintendo of Europe for trade payables of up to 18.0 million Euros. The standby letter of credit expires in July 2005. As of September 30, 2003, we had $7.8 million payable to Nintendo of Europe covered by this standby letter of credit.

In August 2003, we provided an irrevocable standby letter of credit to 300 California Associates II, LLC in replacement of our security deposit for office space. The standby letter of credit guarantees performance of our obligations to pay our lease commitment up to $1.1 million. The standby letter of credit expires in December 2006. As of September 30, 2003, we had no payable on this standby letter of credit.

Development, Celebrity, League and Content Licenses: Payments and Commitments
The products produced by our studios are designed and created by our employee designers, artists, software programmers and by non-employee software developers (“independent artists”). We typically advance development funds to the independent artists during development of our games, usually in installment payments made upon the completion of specified development milestones. These payments are considered advances against subsequent royalties based on the sales of the products. These terms are typically set forth-in written agreements entered into with the independent artists. In addition, we have certain celebrity, league and content license contracts that contain minimum guarantee payments and marketing commitments that are not dependent on any deliverables. Celebrities and organizations with whom we have contracts include: FIFA (soccer), NASCAR (stock car racing), John Madden (professional football), National Basketball Association, PGA TOUR (golf), Tiger Woods (golf), National Hockey League and NHLPA (Hockey), Warner Bros. (Harry Potter and Superman), MGM/Danjaq (James Bond), New Line Productions (The Lord of the Rings), National Football League and Players Inc. (Professional Football) Collegiate Licensing Company (collegiate football and basketball), ISC (stock car racing), Major League Baseball Properties, MLB Players Association (baseball) and Island Def Jam (wrestling). These developer and content license commitments represent the sum of (i) the cash payments due under non-royalty-bearing licenses and services agreements, and (ii) the minimum payments and advances against royalties due under royalty-bearing licenses and services agreements. These minimum guarantee payments and marketing commitments are included in the following table.

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The following table summarizes our minimum contractual obligations and commercial commitments as of September 30, 2003 (in thousands), and the effect we expect them to have on our liquidity and cash flow in future periods:

									Commercial
	Contractual Obligations								Commitments
Fiscal Year					Developer/				Bank and		Letters
Ended					Licensee				Other		of
March 31,	Leases		Advertising		Commitments		Marketing		Guarantees		Credit		Total
2004 (remaining six months)	$	12,392	$	—	$	16,711	$	27,300	$	220	$	7,759	$	64,382
2005		24,499		747		37,611		14,109		234		—		77,200
2006		25,817		3,000		32,053		9,692		234		—		70,796
2007		19,064		3,000		11,276		9,692		204		—		43,236
2008		15,966		—		13,116		9,692		203		—		38,977
Thereafter		43,820		—		14,521		16,952		203		—		75,496
Total	$	141,558	$	6,747	$	125,288	$	87,437	$	1,298	$	7,759	$	370,087

The lease commitments disclosed above exclude commitments included in our restructuring activities for contractual rental commitments of $10.9 million under real estate leases for unutilized office space, offset by $4.5 million of estimated future sub-lease income. These amounts were expensed in the periods of the related restructuring and are included in our accrued liabilities reported on our Condensed Consolidated Balance Sheet as of September 30, 2003. (See Note 11 in Notes to Condensed Consolidated Financial Statements.)

Transactions with Related Parties

Executive Officer Compensation
On June 24, 2002, we hired Warren Jenson as our Executive Vice President and Chief Financial and Administrative Officer and agreed to loan Mr. Jenson $4.0 million, to be forgiven over four years based on his continuing employment. Two million dollars of the note will be forgiven after two years employment, and the remainder forgiven after four years. The entire balance of the loan is outstanding as of September 30, 2003.

Impact of Recently Issued Accounting Standards

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities (“VIEs”) that either: (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (ii) are owned by equity investors who lack an essential characteristic of a controlling financial interest. This interpretation applies immediately to VIEs created after January 31, 2003. With regard to VIE’s already in existence prior to February 1, 2003, the implementation of this FASB has been delayed and currently applies to the first fiscal year or interim period beginning after December 15, 2003. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the transition date: (i) the company will be the primary beneficiary of an existing VIE that will require consolidation, or (ii) the company will hold a significant variable interest in, or have significant involvement with, an existing VIE. We do not believe that we will have any entities that require disclosure or new consolidation as a result of adopting the provisions of FIN 46.

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RISK FACTORS

Our business is subject to many risks and uncertainties, which may affect our future financial performance. These risks and uncertainties are discussed below. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the events or circumstances described below occurs, our business and financial performance could be harmed and the market value of our securities could decline.

The success of our business is highly dependent on being able to predict which new videogame platforms will be successful, and on the market acceptance and timely release of those platforms.

We derive most of our revenue from the sale of products for play on proprietary videogame platforms of third parties, such as Sony’s PlayStation 2. Therefore, the success of our products is driven in large part by the success of new videogame hardware systems and our ability to accurately predict which platforms will be most successful in the marketplace. We must make product development decisions and commit significant resources well in advance of the anticipated introduction of a new platform. A new platform for which we are developing products may be delayed, may not succeed or may have a shorter life cycle than anticipated. If the platforms for which we are developing products are not released when anticipated or do not attain wide market acceptance, our revenue growth will suffer.

Our platform licensors set the royalty rates and other fees that we must pay to publish games for their platforms, and therefore have significant influence on our costs. If one or more of the platform licensors adopt a different fee structure for future game consoles, our profitability may suffer.

In the next few years, we expect our platform licensors to introduce new game machines into the market. In order to publish products for a new game machine, we must take a license from the platform licensor which gives the platform licensor the opportunity to set the fee structure that we must pay in order to publish games for that platform. Similarly, the platform licensors have retained the flexibility to change their fee structures for online gameplay and features for their consoles. The control that platform licensors have over the fee structures for their future platforms and online access makes it difficult for us to predict our costs and profitability in the medium to long term. Because publishing products for videogame consoles is the largest portion of our business, any increase in fee structures would have a significant negative impact on our business model and profitability.

If we do not accurately predict the importance to consumers of online game play for different console products, our sales may be limited in the future.

Sony and Microsoft have introduced online game play for their respective PlayStation 2 and Xbox consoles. We anticipate that Nintendo will do so for its Nintendo GameCube console. We have agreed to support online game features for our Sony PlayStation 2 products but do not currently offer similar capability for our Xbox products. We currently cannot predict how important these features are (or will be) to consumers, or whether, and to what extent, our support for online game features will affect our sales of console products. For example, if consumers consider online play capability to be a “must have” component of games for the Xbox, our sales of products for the Xbox would decline significantly.

Our business is both seasonal and cyclical. If we, or our platform licensors, fail to deliver products at the right times, our sales will suffer.

Our business is highly seasonal, with the highest levels of consumer demand, and a significant percentage of our revenue, occurring in the December quarter. The timing of hardware platform introduction is often tied to the year-end holiday season and is not within our control. If we miss this key selling period, due to product delays or delayed introduction of a new platform for which we have developed products, our sales will suffer disproportionately. Our industry is also cyclical. Videogame platforms have historically had a life cycle of four to six years. As one group of platforms is reaching the end of its cycle and new platforms are emerging, consumers often defer game software purchases until the new platforms are available, causing sales to decline. This decline may not be offset by increased sales of products for the new platform. For example, the market for products for Sony’s older PlayStation game console has declined significantly since the launch of the PlayStation 2 platform.

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Our business is intensely competitive and increasingly “hit” driven. If we do not continue to deliver “hit” products, our success will be limited.

Competition in our industry is intense, and new products are regularly introduced. During calendar year 2002, approximately 22 percent of the sales of videogames in North America consisted of only 20 “hit” products out of thousands published. These “hit” titles are increasingly expensive to produce. If our competitors develop more successful products, or if we do not continue to develop consistently high-quality and popular products, our revenue will decline.

If we are unable to maintain or acquire licenses to intellectual property, we will publish fewer hit titles and our revenue will decline. Competition for these licenses may make them more expensive, and increase our costs.

Many of our products are based on or incorporate intellectual property owned by others. For example, our EA SPORTS products include intellectual property licenses from the major sports leagues and players associations. Similarly, many of our hit EA Games franchises, such as James Bond, Harry Potter and Lord of the Rings, are based on key film and literary licenses. Competition for these licenses is intense. If we are unable to maintain these licenses and obtain additional licenses with significant commercial value, we will be unable to increase our revenue in the future. Competition for these licenses may also drive up the advances, guarantees and royalties that must be paid to the licensor, which could significantly increase our costs.

If patent claims continue to be asserted against us, we may be unable to sustain our current business models or profits.

Many patents have been issued that may apply to widely used game technologies. Additionally, infringement claims under many recently issued patents are now being asserted against Internet implementations of existing games. Several such claims have been asserted against us. Such claims can harm our business. We incur substantial expenses in evaluating and defending against such claims, regardless of the merits of the claims. In the event that there is a determination that we have infringed a third-party patent, we could incur significant monetary liability and be prevented from using the rights in the future.

Other intellectual property claims may increase our product costs or require us to cease selling affected products.

Many of our products include extremely realistic graphical images, and we expect that as technology continues to advance, images will become even more realistic. Some of the images and other content are based on real-world examples that may inadvertently infringe upon the intellectual property rights of others. Although we believe that we make reasonable efforts to ensure that our products do not violate the intellectual property rights of others, it is possible that third parties still may claim infringement. From time to time, we receive communications from third parties regarding such claims. Existing or future infringement claims against us, whether valid or not, may be time consuming and expensive to defend. Such claims or litigations could require us to stop selling the affected products, redesign those products to avoid infringement, or obtain a license, all of which would be costly and harm our business.

Our business, our products and our distribution are subject to increasing regulation in key territories of content, consumer privacy and online delivery. If we do not successfully respond to these regulations, our business may suffer.

Legislation is continually being introduced that may affect both the content of our products and their distribution. For example, privacy laws in the United States and Europe impose various restrictions on our web sites. Those rules vary by territory although the Internet recognizes no geographical boundaries. Other countries, such as Germany, have adopted laws regulating content both in packaged goods and those transmitted over the Internet that are stricter than current United States laws. In the United States, the federal and several state governments are considering content restrictions on products such as ours, as well as restrictions on distribution of such products. Any one or more of these factors could harm our business by limiting the products we are able to offer to our customers and by requiring additional differentiation between products for different territories to address varying regulations. This additional product differentiation would be costly.

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If we do not consistently meet our product development schedules, we will experience fluctuations in our operating results.

Product development schedules, particularly for new hardware platforms, high-end multimedia PCs and the Internet, are difficult to predict because they involve creative processes, use of new development tools for new platforms and the learning process, research and experimentation associated with development for new technologies. We have in the past experienced development delays for several of our products. Failure to meet anticipated production or “go live” schedules may cause a shortfall in our revenue and profitability and cause our operating results to be materially different from expectations. Delays that prevent release of our products during peak selling seasons may reduce lifetime sales of those products.

Technology changes rapidly in our business, and if we fail to anticipate new technologies, the quality, timeliness and competitiveness of our products will suffer.

Rapid technology changes in our industry require us to anticipate, sometimes years in advance, which technologies our products must take advantage of in order to make them competitive in the market at the time they are released. Therefore, we usually start our product development with a range of technical development goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competition may be able to achieve them more quickly than we can. In either case, our products may be technologically inferior to competitive products, or less appealing to consumers, or both. If we cannot achieve our technology goals within the original development schedule of our products, then we may delay products until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our product launch schedule or to keep up with our competition, which would increase our development expenses.

If we do not continue to attract and retain key personnel, we will be unable to effectively conduct our business.

The market for technical, creative, marketing and other personnel essential to the development and marketing of our products and management of our businesses is extremely competitive. In the last fiscal year, notwithstanding the downturn of the economy generally, competitive recruiting efforts aimed at our employees and executives continued. For example, in fiscal 2003, a team of employees that developed one of our hit Medal of Honor products left the company to develop products for a competitor. Our leading position within the interactive entertainment industry makes us a prime target for recruiting of executives and key creative talent. In addition, the cost of real estate in the San Francisco Bay area – the location of our headquarters and one of our largest studios – remains high, and has made recruiting from other areas and relocating employees to our headquarters more difficult. If we cannot successfully recruit and retain the employees we need, our ability to develop and manage our businesses will be impaired.

Our platform licensors are our chief competitors and frequently control the manufacturing of and/or access to our videogame products. If they do not approve our products, we will be unable to ship to our customers.

Our agreements with hardware licensors (such as Sony for the PlayStation 2, Microsoft for the Xbox and Nintendo for the Nintendo GameCube), who are also our chief competitors, typically give significant control to the licensor over the approval and manufacturing of our products, which could, in certain circumstances, leave us unable to get our products approved, manufactured and shipped to customers. In most events, control of the approval and manufacturing process by the platform licensors increases both our manufacturing lead times and costs as compared to those we can achieve independently. While we believe that our relationships with our hardware licensors are currently good, the potential for delay or refusal to approve or manufacture our products exists. Such occurrences would harm our business and our financial performance.

In addition, as online capabilities for videogame platforms emerge, our platform licensors will control our ability to provide online game capabilities for our console platform products and will in large part establish the financial terms on which these services are offered to consumers. Currently, both Microsoft and Sony provide online capabilities for Xbox and PlayStation 2 products, respectively. In each case, compatibility code and the consent of the licensor are

39

required for us to include online capabilities in our products. In addition, the business model for Microsoft’s and Sony’s online businesses for their videogame products may compete with our online business. As these capabilities become more significant, the failure or refusal of our licensors to approve our products, or the successful deployment by these licensors of services competitive to ours, may harm our business.

Our international net revenue is subject to currency fluctuations.

For the six months ended September 30, 2003 international net revenue comprised 37 percent of total consolidated net revenue. For the fiscal year ended March 31, 2003, international net revenue comprised 42 percent of total consolidated net revenue. We expect foreign sales to continue to account for a significant and growing portion of our revenue. Such sales are subject to unexpected regulatory requirements, tariffs and other barriers. Additionally, foreign sales are primarily made in local currencies, which may fluctuate against the dollar. While we utilize foreign exchange contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, we cannot control translation issues.

Our reported financial results could be affected if significant changes in current accounting principles are adopted.

Recent actions and public comments from the SEC have focused on the integrity of financial reporting generally. Similarly, Congress has considered a variety of bills that could affect certain accounting principles. The FASB and other regulatory accounting agencies have recently introduced several new or proposed accounting standards, such as accounting for stock options, some of which represent a significant change from current practices. Changes in our accounting for stock options could materially increase our reported expenses.

Our stock price has been volatile and may continue to fluctuate significantly.

As a result of the factors discussed in this report and other factors that may arise in the future, the market price of our common stock historically has been, and we expect will continue to be, subject to significant fluctuations. These fluctuations may be due to factors specific to us, to changes in analysts’ earnings estimates, or to factors affecting the computer, software, Internet, entertainment, media or electronics businesses.

The majority of our sales are made to a relatively small number of key customers. If these customers reduce their purchases of our products or become unable to pay for them, our business could be harmed.

In the U.S. in fiscal 2003, over 66 percent of our sales were made to six key customers. In Europe, our top ten customers accounted for over 40 percent of our sales in that territory in fiscal 2003. Worldwide, we had sales to one customer, Wal-Mart Stores, Inc., which represented 12 percent of net revenue in fiscal 2003. Though our products are available to consumers through a variety of retailers, the concentration of our sales in one, or a few, large customers could lead to short-term disruption in our sales if one or more of these customers significantly reduced their purchases or ceased to carry our products, and could make us more vulnerable to collection risk if one or more of these large customers became unable pay for our products. Additionally, our receivables from these large customers increase significantly in the last quarter of the calendar year as they stock up for the holiday selling season. Also, having such a large portion of our net revenue concentrated in a few customers reduces our negotiating leverage with these customers.

40

Item 3. Quantitative and Qualitative Disclosures About Market Risk

MARKET RISK

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from changes in market rates and prices. Foreign exchange contracts used to hedge foreign currency exposures and short-term investments are subject to market risk. We do not consider our cash and cash equivalents to be subject to interest rate risk due to their short maturities. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk
We utilize foreign exchange contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, thereby limiting our risk. Our foreign exchange contracts are accounted for as derivatives whereby the gains and losses on these contracts are reflected in the Condensed Consolidated Statements of Operations. Gains and losses on open contracts at the end of each accounting period resulting from changes in the forward rate are recognized in earnings and are designed to offset gains and losses on the underlying foreign currency denominated assets and liabilities. At September 30, 2003, we had foreign exchange contracts, all with maturities of less than one month, to sell approximately $144.8 million in foreign currencies, primarily British Pounds, Euros, Japanese Yen, Canadian Dollars and other currencies. Of this amount, $127.0 million represents contracts to sell foreign currency in exchange for U.S. dollars and $17.8 million represents contracts to sell foreign currency in exchange for British Pounds.

The counterparties to these contracts are substantial and creditworthy multinational commercial banks. The risks of counterparty nonperformance associated with these contracts are not considered to be material. Notwithstanding our efforts to manage foreign exchange risks, there can be no assurances that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations.

The following table below provides information about our foreign currency forward exchange contracts at September 30, 2003. The information is provided in U.S. dollar equivalents and presents the notional amount (forward amount), the weighted average contractual foreign currency exchange rates and fair value. Fair value represents the difference in value of the contracts at the spot rate and the forward rate.

			Weighted-
			Average
	Contract		Contract
	Amount		Rate		Fair Value
Foreign currency to be sold under contract:
British Pound	$	90,851		1.6518	$	(237	)
Euro		16,064		1.1475		(17	)
Japanese Yen		14,738		0.0090		79
Canadian Dollar		9,957		0.7375		(37	)
Swedish Krona		5,497		0.1278		(44	)
South African Rand		4,025		0.1388		(33	)
Danish Krone		2,021		0.1554		9
Norwegian Krone		1,693		0.1411		(15	)
Total	$	144,846			$	(295	)

While the contract amounts provide one measurement of the volume of these transactions, they do not represent the amount of our exposure to credit risk. The amounts (arising from the possible inabilities of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations exceed our obligations as these contracts can be settled on a net basis at our option. We control credit risk through credit approvals, limits and monitoring procedures.

41

Interest Rate Risk
Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments of high credit quality and relatively short average maturities. Though we maintain sufficient cash and cash equivalent balances such that we are typically able to hold our investments to maturity, currently, the majority of our short-term investments are callable by the issuer. As there can be no assurance as to how long these investments will be held, classification of these securities as short-term investments is based on call date.

At September 30, 2003, our cash equivalents and short-term investments included debt securities, typically government agency bonds and money market funds, of $1.4 billion. Notwithstanding our efforts to manage interest rate risks, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.

The table below presents the amounts (in thousands) and related weighted average interest rates of our investment portfolio at September 30, 2003:

	Average
	Interest Rate			Cost		Fair Value
Cash equivalents
Fixed rate		1.86	%	$	503,701	$	503,873
Variable rate		1.18	%	$	496,251	$	496,241
Short-term investments
Fixed rate		2.16	%	$	295,658	$	295,262
Fixed-step rate		1.53	%	$	85,293	$	84,387

Maturity dates for short-term investments range from 8 months to 35 months with call dates ranging from 3 months to 8 months.

42

Item 4. Controls and Procedures

DEFINITION AND LIMITATIONS OF DISCLOSURE CONTROLS

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (the “SEC”) rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Because we have designed our system of controls based on certain assumptions about the likelihood of future events, which we believe are reasonable, our system of controls may not achieve its desired purpose under all possible future conditions. Further, the design of our system of controls reflects reasonable resource constraints - the benefits of controls must be considered relative to their costs. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving our control objectives.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures, have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective and designed to ensure that material information required to be disclosed in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.

CHANGES IN INTERNAL CONTROLS

During out last fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, in the last several months, in response to the certification requirements of the Sarbanes-Oxley Act and new SEC Regulations, we have enhanced our internal controls and disclosure systems, through various measures including: detailing certain internal accounting policies; establishing a formal disclosure committee for the preparation of all periodic SEC reports; and requiring certifications from various trial balance controllers and other financial personnel responsible for our financial statements.

43

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings
	The Company is subject to pending claims and litigation. Management, after review and consultation with counsel, considers that any liability from the disposition of such lawsuits in the aggregate would not have a material adverse effect upon the consolidated financial position or results of operations of the Company.

Item 4.	Submission of Matters to a Vote of Security Holders
	None.

Item 6.	Exhibits and Reports on Form 8-K
(a)	The following exhibits, other than exhibits 32.1 and 32.2, are filed as part of this report:

Exhibit
Number	Title
10.29	Lease Agreement by and between Playa Vista-Waters Edge, LLC and Electronic Arts Inc., dated July 31, 2003.
10.30	Agreement Re: Right of First Offer to Purchase and Option to Purchase by and between Playa Vista-Waters Edge, LLC and Electronic Arts Inc., dated July 31, 2003.
10.31	Profit Participation Agreement by and between Playa Vista-Waters Edge, LLC and Electronic Arts Inc., dated July 31, 2003.
10.32	Sublease Agreement by and between Electronic Arts Inc. and Playa Capital Company, LLC, dated July 31, 2003.
31.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14 (a) of the Exchange Act.
31.2	Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14 (a) of the Exchange Act.
Additional exhibits accompanying this report:
32.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14 (b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14 (b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)	Reports on Form 8-K:
	On July 23, 2003, the Company filed a current report on Form 8-K relating to the announcement of its financial results for the quarter ended June 30, 2003.

44

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ELECTRONIC ARTS INC. (Registrant)
	/s/ Warren C. Jenson
DATED:	WARREN C. JENSON
November 7, 2003	Executive Vice President,
	Chief Financial and Administrative Officer

45

ELECTRONIC ARTS INC.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2003

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT TITLE
10.29	Lease Agreement by and between Playa Vista-Waters Edge, LLC and Electronic Arts, Inc., dated July 31, 2003.
10.30	Agreement Re: Right of First Offer to Purchase and Option to Purchase by and between Playa Vista-Waters Edge, LLC and Electronic Arts Inc., dated July 31, 2003.
10.31	Profit Participation Agreement by and between Playa Vista-Waters Edge, LLC and Electronic Arts Inc., dated July 31, 2003.
10.32	Sublease Agreement by and between Electronic Arts, Inc. and Playa Capital Company, LLC, dated July 31, 2003.

31.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14 (a) of the Exchange Act.
31.2	Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14 (a) of the Exchange Act.
Additional exhibits accompanying this report:
32.1	Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14 (b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14 (b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

46 EX-10.29 3 f94137exv10w29.htm EXHIBIT 10.29

EXHIBIT 10.29

WATER’S EDGE

LOS ANGELES, CALIFORNIA

OFFICE LEASE

PLAYA VISTA — WATER’S EDGE, LLC,

a Delaware limited liability company,

as Landlord,

and

ELECTRONIC ARTS INC.,

a Delaware corporation,

as Tenant.

WATER’S EDGE

[Electronic Arts]

EOP Matter ID No. 7467

TABLE OF CONTENTS

		Page
ARTICLE 1	PREMISES, BUILDING, PROJECT, AND COMMON AREAS		1
ARTICLE 2	LEASE TERM		5
ARTICLE 3	BASE RENT		12
ARTICLE 4	ADDITIONAL RENT		12
ARTICLE 5	USE OF PREMISES		27
ARTICLE 6	SERVICES AND UTILITIES		29
ARTICLE 7	REPAIRS		35
ARTICLE 8	ADDITIONS AND ALTERATIONS		37
ARTICLE 9	COVENANT AGAINST LIENS		41
ARTICLE 10	INSURANCE		41
ARTICLE 11	DAMAGE AND DESTRUCTION		46
ARTICLE 12	NON-WAIVER		50
ARTICLE 13	CONDEMNATION		50
ARTICLE 14	ASSIGNMENT AND SUBLETTING		51
ARTICLE 15	SURRENDER OF PREMISES; REMOVAL OF TRADE FIXTURES		55
ARTICLE 16	HOLDING OVER		56
ARTICLE 17	ESTOPPEL CERTIFICATES		57
ARTICLE 18	SUBORDINATION		57
ARTICLE 19	DEFAULTS; REMEDIES		58
ARTICLE 20	ATTORNEYS’ FEES		63
ARTICLE 21	LANDLORD’S RIGHT TO CONSTRUCT BUILDING 3		63
ARTICLE 22	INTENTIONALLY OMITTED		66
ARTICLE 23	SIGNS		66
ARTICLE 24	COMPLIANCE WITH LAW		68

	WATER’S EDGE
	[Electronic Arts]
(i)	EOP Matter ID No. 7467

		Page
ARTICLE 25	LATE CHARGES		69
ARTICLE 26	LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT		70
ARTICLE 27	ENTRY BY LANDLORD		70
ARTICLE 28	TENANT PARKING		71
ARTICLE 29	MISCELLANEOUS PROVISIONS		75

EXHIBITS
A	OUTLINE OF PREMISES
A-1	SITE PLAN
A-2	BUILDING 3 LOCATION LIMITATION (WHEN AND IF BUILDING 3 IS CONSTRUCTED)
A-3	OUTLINE OF LANDLORD STAGING AREA (DURING CONSTRUCTION OF BUILDING 3)
B	RULES AND REGULATIONS
C	NOTICE OF LEASE TERM DATES
D	TENANT WORK LETTER
E	FORM OF TENANT’S ESTOPPEL CERTIFICATE
F	PRE-APPROVE SIGNAGE LOCATIONS
G	FORM OF TELECOMMUNICATION AGREEMENT
H	OUTLINE OF FIELD (PRIOR TO CONSTRUCTION OF BUILDING 3)
H-1	OUTLINE OF FIELD (FOLLOWING CONSTRUCTION OF BUILDING 3)
I	INTENTIONALLY DELETED
J	FORM OF MEMORANDUM OF LEASE
K	FORM OF RECOGNITION OF AMENDMENT TO COVENANTS, CONDITIONS AND RESTRICTIONS
L	INTENTIONALLY DELETED
M	HVAC SPECIFICATIONS
N	JANITORIAL SPECIFICATIONS

	WATER’S EDGE
	[Electronic Arts]
(ii)	EOP Matter ID No. 7467

INDEX

	Page(s)
AAA	84
Abatement Event	60
Abatement Event Termination Date	61
Abatement Event Termination Notice	61
Actual Cost	33
ADA	69
Additional Capped Expenses	20
Additional Rent	12
Advocate Arbitrators	10
Affiliate	54
Aisle Parking Cap	73
Alterations	37
Analysis Period	6
Applicable Laws	68
Applicable Reassessment	26
Approved Construction Drawings	Exhibit D
Arbitration Award	84
Arbitration Notice	84
Arbitrator	84
Architect	Exhibit D
Award	10
Bank	62
Base Building	39
Base Parking Personnel	74
Base Rent	12
Brokers	79
BS/BS Exception	35
Building	2
Building 1	2
Building 2	2
Building 3	1
Building 3 Construction Period	63
Building 3 Monument	67
Building 3 Project	63
Building Signage	66
Building Structure	35
Building Systems	35
Buildings	2
Business Affiliate	55
Business Hours	29
Card Key System	31
Casualty Termination Notice	49
Claims	42
Code	Exhibit D

	WATER’S EDGE
	[Electronic Arts]
(i)	EOP Matter ID No. 7467

	Page(s)
Commencement Date Delay	Exhibit D
Common Area Allowance	Exhibit D
Common Area Alterations	37
Common Area Improvements	Exhibit D. Exhibit D
Common Areas	2
Common Use Area Improvements	4
Comparable Buildings	4
Comparable Transactions	11
Connections	Exhibit J
Consent	Exhibit D
Construction Drawings	Exhibit D
Contract	Exhibit D
Contractor	Exhibit D
Coordination Fee	Exhibit D
Cosmetic Alterations	37
Cresa Partner’s Agreement	79
Cresa Partner’s Commission	79
Damage Termination Date	48
Damage Termination Notice	48
Default	58
Delay Notice	Exhibit D
Design Problem	37
Designation Notice	Exhibit J
Direct Expenses	13
Directional Signage	66
Disability Codes	69
Downtime Start Date	53
Drawing Change Notice	Exhibit D
Early Rent	6
Earthquake Coverage	43
Eligibility Period	61
Engineers	Exhibit D
Environmental Claims	80
Environmental Laws	80
EOP Member	30
Estimate	21
Estimate Statement	21
Estimated Expenses	21
Excepted Matters	85
Excess Cards	6
Excess Visitors	74
Exercise Interest Notice	9
Exercise Notice	9
Existing Parking Garage	73
Expense Year	13

	WATER’S EDGE
	[Electronic Arts]
(ii)	EOP Matter ID No. 7467

	Page(s)
Exterior Signage	67
Fair Market Rental Rate	11
Fence	3
Fence Allowance	Exhibit D
Field Re-Construction	64
Field Re-Construction Allowance	65
Final Space Plan	Exhibit D
First Analysis Period	7
Force Majeure	77
Full Access Cards	6
Furniture	4
Generator	86
Hazardous Material(s)	80
HVAC	29
HVAC Standards	34
HVAC Units	34
HVAC Upgrade Costs	34
Indoor Air Quality Standard	29
Insurance Reduction Notice	43
Interest Rate	15
JAMS	84
Landlord	1
Landlord Affiliate	26
Landlord Caused Delay	Exhibit D
Landlord Compliance Conditions	69
Landlord Contribution	48
Landlord Member	26
Landlord Parties	41
Landlord Repair Notice	46
Landlord Staging Area	64
Landlord’s TI Proceeds	45
Lease	1
Lease Commencement Date	5
Lease Expiration Date	5
Lease Term	5
Lease Year	5
Lien Holder	58
Management Staff Limitation	14
Material Default	9
Maximum Parking Allotment	8
Memorandum	1
Memorandum of Lease	76
Minimum Parking Allotment	8
Monetary Default	58
Monthly Valet Allowance	74

	WATER’S EDGE
	[Electronic Arts]
(iii)	EOP Matter ID No. 7467

	Page(s)
Monument Signs	67
Neutral Arbitrator	10
Neutral Engineer	34
New Parking Garage	73
Non-Abatement Events	62
Non-Contribution Items	Exhibit D
Non-Disturbance Agreement	57
Notice of Exercise	Exhibit J
Notice of Lease Term Dates	6
Notices	78
number of days	Exhibit D
Objectionable Name	68
Operating Expenses	13
Option Rent	9
Option Rent Notice	9
Option Term	8
Option Term TI Allowance	11
Option to Extend	2
Other Items	Exhibit D
Outside Agreement Date	9
Overlap Period	61
Patio	4
Permits	Exhibit D
Playa Capital	54
Playa Capital Sublease	54
Pre-Existing Hazardous Materials	80
Premises	1
Prevailing Party	84
Project	1
Project Name	67
Proposition 13	19
Proposition 13 Protection Amount	26
Proposition 13 Purchase Price	26
Protected Expenses	22
Purchase Option Agreement	77
Reassessment	25
Remediation Program	81
Removal Designation Reminder	40
Rent	12
Requesting Party	57
Review Period	51
Reviewed Expense Statement	22
Reviewed Expenses	22
Reviewed Expenses Threshold	22
Revised Completion Date	49

	WATER’S EDGE
	[Electronic Arts]
(iv)	EOP Matter ID No. 7467

	Page(s)
Revised Completion Date Notice	49
Roof Location	86
Sale	25
Second Analysis Period	7
Secured Areas	71
Special Use Areas	4
Stairs	4
Statement	20
Stipulated Rates Cutoff Date	73
Storage Space	87
Subject Space	51
Subleasing Costs	53
Submittal Date	Exhibit D
Substantial Completion	Exhibit D
Summary	1
Supplemental Statement	21
Supplemental TI Allowance	8
Surface Parking Lot	73
Tax Expenses	18
Tax Increase	25
Tax Notice	25
Techtonics	Exhibit D
Telecommunication Devices	Exhibit J
Telecommunication Equipment	86
Tenant	1
Tenant Change	Exhibit D
Tenant Designated HVAC Hours	29
Tenant HVAC System	34
Tenant Improvement Allowance	Exhibit D
Tenant Improvement Allowance Items	Exhibit D
Tenant Improvements	Exhibit D
Tenant Parties	42
Tenant Work Letter	1
Tenant’s Agents	Exhibit D
Tenant’s Contractors	Exhibit D
Tenant’s Share	20
Third Analysis Period	7
Tranche 1	3
Tranche 1 Part A	3
Tranche 1 Part B	3
Tranche 1 Part B RSF Transition Date	3
Tranche 2	3
Tranche 3	3
Tranche 4	3
Tranche 4 Part A	3

	WATER’S EDGE
	[Electronic Arts]
(v)	EOP Matter ID No. 7467

	Page(s)
Tranche 4 Part B	3
Transaction Costs	54
Transfer Notice	51
Transfer Premium	53
Transferee	51
Transfers	51
Transmission Device	Exhibit J
Transmission Devices	Exhibit J
Transmission Devices Area	Exhibit J
under protest	83
Underlying Documents	28
Unusable Area	61
Valet Parking Personnel	73
Ventilation for Acceptable Indoor Air Quality	29
Voluntary Compliance	34
Walkway	4
Water Features	4

WATER’S EDGE

[Electronic Arts]

EOP Matter ID No. 7467

(vi)

SUMMARY OF BASIC LEASE INFORMATION

     This Summary of Basic Lease Information (the “Summary”) is hereby incorporated into and made a part of the attached Office Lease (this Summary and the Office Lease to be known collectively as the “Lease”) which pertains to the multi-office building project described in Section 6.1 below (the “Project”). Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any initially capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

	TERMS OF LEASE
	(References are to
	the Office Lease)	DESCRIPTION
1.	Dated as of:	July 31, 2003.
2.	Landlord:	PLAYA VISTA — WATER’S EDGE, LLC, a Delaware limited liability company c/o Equity Office Properties
3.	Address of Landlord (Section 29.14):	550 South Hope Street, Suite 2200 Los Angeles, California 90071 Attention: Regional Senior Vice President
		and to:
		c/o Maguire Partners
		555 West Fifth Street, Suite 500
		Los Angeles, California 90013
		Attention: Partner - Leasing
		and to:
		Equity Office
		Two North Riverside Plaza, Suite 2100
		Chicago IL, 60606
		Attn: Los Angeles Regional Counsel
		and to:
		Allen, Matkins, Leck, Gamble & Mallory LLP
		1901 Avenue of the Stars, Suite 1800
		Los Angeles, California 90067
		Attention: Anton N. Natsis, Esq.
4.	Tenant:	ELECTRONIC ARTS INC., a Delaware corporation.

WATER’S EDGE

[Electronic Arts]

EOP Matter ID No. 7467

	TERMS OF LEASE
	(References are to
	the Office Lease)	DESCRIPTION
5.	Address of Tenant (Section 29.14):	640 North Sepulveda Boulevard Los Angeles, California 90049
		Attention: Ted Schouten
		(Prior to Lease Commencement Date)
		And
		at the Premises
		Attention: Head of Facilities and COO EALA
		(After Lease Commencement Date)
		and
		Electronic Arts
		209 Redwood Shores Parkway
		Redwood City, California 94065
		Attention: General Counsel
		and
		209 Redwood Shores Parkway
		Redwood City, California 94065
		Attention: Senior Director of Facilities and
		Corporate Services
		(Prior to and After Commencement Date)
6.	Premises (Article 1).
	6.1        Project:	As defined in Section 1.1 of the Lease.
	6.2        Buildings:	The office building located at 5570 Lincoln Boulevard, Los Angeles, California (“Building 1”) and the office building located at 5510 Lincoln Boulevard, Los Angeles, California (“Building 2”) (each such building is referred to in this Lease as a “Building” and collectively, Building 1 and Building 2 are referred to in this Lease as the “Buildings”). The parties hereby agree that Building 1 consists of 57,569 rentable square feet of space, and that Building 2 consists of 185,189 rentable square feet of space. Landlord and Tenant hereby acknowledge and agree that the foregoing rentable area is based upon the rentable area of “Tranche 1 Part B” following the “Tranche 1 Part B RSF Transition Date,” as those terms are defined in Section 6 of this Summary.

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	TERMS OF LEASE
	(References are to
	the Office Lease)	DESCRIPTION
	6.3        Premises:	Approximately 65,913 rentable square feet (59,307 usable square feet) consisting of (i) 46,690 rentable square feet (42,445 usable square feet) (“Tranche 1 Part A”) on the fourth (4th) floor of Building 2, and (ii) 19,223 rentable square feet* (16,862 usable square feet) located on the ground floor of Building 2 (“Tranche 1 Part B”) (collectively, “Tranche 1”), approximately 57,569 rentable square feet (52,335 usable square feet) constituting all of Building 1 (“Tranche 2”), approximately 46,899 rentable square feet (42,635 usable square feet) on the third (3rd) floor of Building 2 (“Tranche 3”) and approximately 73,052 rentable square feet (66,411 usable square feet) consisting of (a) 46,923 rentable square feet (42,657 usable square feet) on the second (2nd) floor of Building 2 (“Tranche 4 Part A”), and (b) 26,129 rentable square feet (23,754 usable square feet) located on the ground floor of the Building 2 (“Tranche 4 Part B”) (collectively, “Tranche 4”), all as more particularly depicted on Exhibit A and consisting of a total of 243,432 rentable (220,688 usable) square feet of space located in the Buildings prior to the “Tranche I Part B RSF Transition Date,” as that term is defined below, and 242,758 rentable (220,688 usable) square feet of space located in the Buildings as of and following the Tranche I Part B RSF Transition Date, all as more particularly provided in this Lease.
7.	Term (Article 2).	* Upon the first day of the sixth (6th) Lease Year (the “Tranche 1 Part B RSF Transition Date”), the parties have agreed that the rentable square footage of Tranche 1 Part B shall be deemed to equal 18,548 rentable square feet. The usable square footage of Tranche 1 Part B shall not subject to modification. The Base Rent, as set forth in this Summary, is set forth to already reflect such rentable square footage modification.
	7.1        Lease Term:	Ten (10) years.
	7.2        Lease              Commencement Date:	The Lease Commencement Date shall occur as set forth in Article 2 of the Lease.

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7.3 Lease Expiration Date: The last day of the month in which the tenth (10^th) annual anniversary of the Lease Commencement Date occurs, subject to extension as provided in Section 2.2 hereof.

8. Base Rent (Article 3):

Tranche 1 Part A:

						Annual Base Rent
		Annual Base		Monthly Installment		Per Rentable
Lease Year		Rent		of Base Rent		Square Foot
	1	$	812,406.00	$	67,700.50	$	17.40
	2	$	857,695.30	$	71,474.61	$	18.37
	3	$	904,385.30	$	75,365.44	$	19.37
	4	$	952,942.90	$	79,411.91	$	20.41
	5	$	1,002,901.20	$	83,575.10	$	21.48
	6	$	1,054,260.20	$	87,855.02	$	22.58
	7	$	1,107,486.80	$	92,290.57	$	23.72
	8	$	1,162,581.00	$	96,881.75	$	24.90
	9	$	1,219,542.80	$	101,628.57	$	26.12
	10	$	1,278,372.20	$	106,531.02	$	27.38

Tranche 1 Part B**:

		Annual Base		Monthly Installment
Lease Year		Rent		of Base Rent
	1	$	395,550.48	$	32,962.54
	2	$	395,550.48	$	32,962.54
	3	$	410,544.48	$	34,212.04
	4	$	425,538.36	$	35,461.53
	5	$	425,538.36	$	35,461.53

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		Annual Base		Monthly Installment
Lease Year		Rent		of Base Rent
	6	$	440,865.24	$	36,738.77
	7	$	440,865.24	$	36,738.77
	8	$	456,445.56	$	38,037.13
	9	$	472,025.88	$	39,335.49
	10	$	472,025.88	$	39,335.49

**Notwithstanding the foregoing or anything in this Lease to the contrary, (i) Tenant shall be entitled to a credit against the monthly Base Rent due for Tranche 1 Part B in the amount of $29,795.65 (prorated for any partial months) for each month during the Lease Term occurring prior to (but not including) January, 2004, (ii) Tenant shall be entitled to a credit against the monthly Base Rent due for Tranche 1 Part B in the amount of $12,000.00 for each month commencing as of January, 2004 and continuing through and including June, 2004, and (iii) Tenant shall be entitled to a credit against the monthly Base Rent due for Tranche 1 Part B for the twelfth (12^th) and twenty-fourth (24^th) full calendar months of the Lease Term applicable to Tenant’s lease of Tranche 1 Part B in the amount of $29,795.65 for each such month.

Tranche 2:

						Annual Base Rent
		Annual Base		Monthly Installment		Per Rentable
Lease Year		Rent		of Base Rent		Square Foot
	1	$	1,001,700.60	$	83,475.05	$	17.40
	2	$	1,057,542.53	$	88,128.54	$	18.37
	3	$	1,115,111.53	$	92,925.96	$	19.37
	4	$	1,174,983.29	$	97,915.27	$	20.41
	5	$	1,236,582.12	$	103,048.51	$	21.48
	6	$	1,299,908.02	$	108,325.67	$	22.58
	7	$	1,365,536.68	$	113,794.72	$	23.72
	8	$	1,433,468.10	$	119,455.68	$	24.90
	9	$	1,503,702.28	$	125,308.52	$	26.12
	10	$	1,576,239.22	$	131,353.27	$	27.38

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    Tranche 3:

					Annual Base Rent
	Annual Base		Monthly Installment		Per Rentable
Lease Year	Rent		of Base Rent		Square Foot
1		N/A		N/A		N/A
2	$	861,534.63	$	71,794.55	$	18.37
3	$	908,433.63	$	75,702.80	$	19.37
4	$	957,208.59	$	79,767.38	$	20.41
5	$	1,007,390.52	$	83,949.21	$	21.48
6	$	1,058,979.42	$	88,248.29	$	22.58
7	$	1,112,444.28	$	92,703.69	$	23.72
8	$	1,167,785.10	$	97,315.43	$	24.90
9	$	1,225,001.88	$	102,083.49	$	26.12
10	$	1,284,094.62	$	107,007.89	$	27.38

    Tranche 4 Part A:

					Annual Base Rent
	Annual Base		Monthly Installment		Per Rentable
Lease Year	Rent		of Base Rent		Square Foot
1		N/A		N/A		N/A
2		N/A		N/A		N/A
3	$	908,898.51	$	75,741.54	$	19.37
4	$	957,698.43	$	79,808.20	$	20.41
5	$	1,007,906.04	$	83,992.17	$	21.48
6	$	1,059,521.34	$	88,293.45	$	22.58
7	$	1,113,013.56	$	92,751.13	$	23.72
8	$	1,168,382.70	$	97,365.23	$	24.90

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					Annual Base Rent
	Annual Base		Monthly Installment		Per Rentable
Lease Year	Rent		of Base Rent		Square Foot
9	$	1,225,628.76	$	102,135.73	$	26.12
10	$	1,284,751.74	$	107,062.65	$	27.38

Tranche 4 Part B:

					Annual Base Rent
	Annual Base		Monthly Installment		Per Rentable
Lease Year	Rent		of Base Rent		Square Foot
1		N/A		N/A		N/A
2		N/A		N/A		N/A
3	$	506,118.73	$	42,176.56	$	19.37
4	$	533,292.89	$	44,441.07	$	20.41
5	$	561,250.92	$	46,770.91	$	21.48
6	$	589,992.82	$	49,166.07	$	22.58
7	$	619,779.88	$	51,648.32	$	23.72
8	$	650,612.10	$	54,217.68	$	24.90
9	$	682,489.48	$	56,874.12	$	26.12
10	$	715,412.02	$	59,617.67	$	27.38

Tenant shall be required to pay “Early Rent,” as that term is defined in Section 2.1.2 of this Lease, with respect to Tranche 2, Tranche 3 and Tranche 4 as and to the extent provided for in Section 2.1.2 of this Lease.

9. Additional Rent
(Article 4)*.

9.1	Tenant’s Share of Direct Expenses for Tranche 1 Part A:	19.23	%
9.2	Tenant’s Share of Direct Expenses for Tranche 1 Part B:	7.64	%

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9.3	Tenant’s Share of Direct Expenses for Tranche 2:	23.71 %
9.4	Tenant’s Share of Direct Expenses for Tranche 3:	19.32 %
9.5	Tenant’s Share of Direct Expenses for Tranche 4 Part A:	19.33 %
9.5	Tenant’s Share of Direct Expenses for Tranche 4 Part B:	10.76 %
9.6	Tenant’s Share of Direct Expenses for entire Premises:	Upon the occurrence of the Tranche 4 Commencement Date, notwithstanding anything in this Section 9 to the contrary, Tenant’s Share of Direct Expenses shall equal 100%.

*Landlord and Tenant hereby acknowledge and agree that, for purposes of this Lease, “Tenant’s Share” shall at all times be calculated based upon the rentable square footage of the Project and of Tranche 1 Part B following the Tranche Part B RSF Transition Date.

10.	Security Deposit:	None
11.	Parking Pass Ratio (Article 28):	On and after the Lease Commencement Date, Tenant shall rent from Landlord four (4) unreserved parking passes for every 1,000 usable square feet of the Premises, as such may change from time to time, all subject to the terms of Article 28 of the Lease; provided, however, that, at any given time, Tenant shall only be required to rent from Landlord parking passes in an amount equal to four (4) parking passes per 1,000 usable square feet of the Tranches for which the applicable Tranche Rent Commencement Date has occurred (as such will increase from time to time, the “Minimum Parking Allotment”) and the maximum parking passes which may be rented by Tenant at any given time shall be an amount equal to four (4) parking passes per 1,000 usable square feet of the entire Premises (the “Maximum Parking Allotment”).

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[ELECTRONIC ARTS]
EOP Matter ID No. 7467

12.	Brokers (Section 29.19):	CRESA Partners 11726 San Vicente Blvd., Suite 500 Los Angeles, California 90049 and Cushman & Wakefield of California, Inc. 2121 Avenue of the Stars, Suite 2400 Los Angeles, California 90067
13.	Permitted Use (Section 5):	General office use and any other legally permitted non-retail use consistent with a first-class office building project and uses incidental thereto, including a company store, game room, employee cafeteria, assembly area for company meetings, data center, training rooms, executive briefing rooms, focus rooms, library, sound recording areas, a/v edit rooms, audio rooms, conference rooms, team meeting areas, kitchen areas, test areas, mastering lab, a/v presentation rooms and gymnasium, all in accordance with the terms of this Lease and consistent with the character of the Project as a first-class office building project as long as Tenant’s primary use of the Premises is for general office purposes. In addition, Tenant shall have the right to use the Common Areas as sports facilities, for barbecues, and otherwise, subject to and in accordance with the terms of this Lease.

-9- WATER S EDGE
[ELECTRONIC ARTS]
EOP Matter Id No. 7467

OFFICE LEASE

     This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto as pages (1) through (9) and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between “Landlord” and “Tenant” as those terms are defined in Sections 2 and 4 of the Summary, respectively.

ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

     1.1 Premises, Building, Project and Common Areas.

          1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 6.3 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto. Concurrently with the mutual execution and delivery of this Lease, Landlord shall deliver possession of the entire Premises to Tenant for the purpose of enabling Tenant to commence, subject to and in accordance with the terms of the Tenant Work Letter attached hereto as Exhibit D (the “Tenant Work Letter”), the design and construction of the “Tenant Improvements,” as that term is defined in the Tenant Work Letter, and Landlord’s failure to timely deliver the same shall constitute a “Landlord Caused Delay,” as that term is defined in Section 5.1 of the Tenant Work Letter. Subject to Landlord’s reasonable regulations, restrictions and guidelines, Tenant’s rights to the Premises include Tenant’s right to exclusively use and access the janitorial closets, risers, electrical and telephone rooms and conduit risers all for Tenant’s effective and efficient use of the Premises permitted hereunder and the ceilings, walls and floors above and below the Premises, to install and service wire, conduit and cable that service Tenant’s equipment in the Premises in accordance with, and subject to, the other terms and provisions of this Lease and Landlord’s rights hereunder with respect to such areas. Except as specifically set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter.

          1.1.2 The Buildings and The Project. The Premises will constitute the entire rentable square footage of Building 1 and the entire rentable square footage of Building 2. Building 1 and Building 2 are part of an office project known as “Water’s Edge.” The term “Project,” as used in this Lease, shall mean (i) Building 1, Building 2, and the “Common Areas,” as that term is defined in Section 1.1.3, and (ii) the land (which will be improved with landscaping, parking facilities and other improvements) upon which Building 1, Building 2, and the Common Areas are located. At Landlord’s sole option, Landlord may construct a third building adjacent to the Project (which, together with the land upon which such adjacent office building will be located shall be known as “Building 3”), provided that (i) except to the extent

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otherwise agree to by Landlord and Tenant (in each parties’ sole and absolute discretion), in no event shall Building 3 contain more than 130,000 rentable square feet of space, with such rentable square footage measured in the same manner as Tenant’s initial Premises (excluding Tranche 1 Part B), and shall be built to the North of the “Building 3 Lot Line” depicted on Exhibit A-2, and (ii) Building 3 shall not become a part of the Project or have access to or use of the Common Areas, except to the extent necessary to use the parking facilities; provided, however, that the parking spaces available to occupants of Building 3 shall be physically separated on a commercially reasonable basis (which separation shall be not less effective than the separation which would occur if a chain link fence were installed) from the “Existing Parking Garage,” as that term is defined in Section 28.2 of this Lease. Attached hereto as Exhibit A-1 is a site plan which shows the current definition of the Project (but the Project does not include the empty space North of the Building 3 lot line depicted on Exhibit A-2).

     1.1.3 Common Areas; Field.

          1.1.3.1 In General. Tenant shall have the exclusive right to use, subject to the Rules and Regulations referred to in Article 5 of this Lease, those portions of the Project located outside of the Premises, including the Existing Parking Garage (but excluding those areas in connection with which tenants are typically not granted access to (even on a non-exclusive basis) and which are used by Landlord in connection with the operation or maintenance of the Building and/or Project) (such areas are collectively referred to herein as the “Common Areas”). Notwithstanding the foregoing, Landlord acknowledges and agrees that, subject to the terms and conditions of any applicable “Underlying Documents,” as that term is defined in Section 5 hereof, Tenant shall have the right from time to time throughout the Lease Term, in compliance with all Applicable Laws and at no additional cost (except as otherwise provided below), to use and, subject to the terms of this Lease, alter and improve all of the Common Area, including without limitation, the area designated as the “Field” on Exhibit H, attached hereto (provided that following the construction of Building 3, the “Field” shall be as set forth on Exhibit H-1, attached hereto).

          1.1.3.2 Special Events. Subject to the terms of this Lease, including, without limitation, the provisions of this Section 1.1.3.2, Tenant may hold special events in Common Areas (as opposed to normal daily scheduled use), subject to the following conditions: (i) Tenant shall be responsible, at its sole cost and expense, for the removal of trash and debris created as a result of any such use; (ii) any such use will not materially interfere with access to the Project’s parking facilities by tenants of Building 3, if applicable, and the use of the parking facilities which occupants of Building 3 are permitted to utilized pursuant to the terms hereof, if applicable; and (iii) Tenant’s indemnification and insurance obligations in Article 10 of this Lease shall be fully applicable to Tenant’s use of the Common Areas in connection with such special events. Except as otherwise provided in this Lease, the manner in which the Common Areas are used, maintained and operated shall be mutually and reasonably agreed to by Landlord and Tenant (provided that in all events the Common Areas shall be used, maintained and operated, at a minimum, in a manner that addresses reasonable safety, health and security concerns consistent with a first class office project but giving due consideration to the fact that many other first class office projects do not maintain features such as the Field and other outdoor areas which are part of the Project).

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          1.1.3.3 The Field. Landlord agrees that, except as otherwise set forth in Article 21 of this Lease, the Field shall consist of the area depicted on Exhibit H (provided that following the construction of Building 3, the Field shall be as set forth on Exhibit H-1, attached hereto). In addition to recreational purposes, Landlord acknowledges that, subject to other terms of this Lease (including, without limitation, Article 8 hereof and the Tenant Work Letter, as applicable), Tenant may utilize portions of the Field for ingress to and egress from the Project and/or for other purposes. Landlord acknowledges and agrees that, except as otherwise set forth in this Lease, Tenant and Tenant’s employees shall have the exclusive use of the Field and that no other persons or entities shall have access to or use of the Field.

          1.1.3.4 Landlord’s Actions re Common Areas. So long as Landlord provides Tenant with prior written notice (provided that such notice shall not be required in the event of an emergency), Landlord, in Landlord’s prudent business judgment, reserves the right to close temporarily, make commercially reasonable alterations or additions to, or change the location of elements of the Project and the Common Areas (giving due consideration to Tenant’s rights under this Lease and, in any event, only as reasonably necessary (i) to comply with Applicable Laws or the Underlying Documents, (ii) for repairs and/or maintenance, and/or (iii) for the safe and healthful occupancy of the Project); provided, however, that (a) Landlord shall use commercially reasonable efforts to not materially interfere with the conduct of Tenant’s Permitted Use from the Premises, Tenant’s use or design of the Project parking facility or Tenant’s use of the Common Areas, including without limitation, the Special Use Areas in exercising such reserved rights hereunder, (b) at all times during the Lease Term (subject to the terms of Article 21 of this Lease), the Field shall be and remain a field (and the improvements thereon shall be consistent with the overall character of the Field as an open area for recreation, provided that such improvements may also be consistent with “special events” desired by Tenant and/or a “grand entrance” into the Project (subject to the terms of this Lease, including, without limitation, Article 8 hereof and the Tenant Work Letter, as applicable)), (c) at all times during the Lease Term, the Common Areas shall be and remain for the sole and exclusive use by Tenant with such improvements as Tenant elects, subject to the terms of this Lease, Applicable Laws and Landlord’s reasonable approval, (d) the level of any Project service shall not decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such work), (e) unless required by law or for safety concerns, such work shall not reduce the usable square footage of the Premises or, subject to the terms of Article 21 of this Lease, the Special Use Areas, (f) except in connection with an emergency or as required by Applicable Laws, Landlord shall provide Tenant with not less than thirty (30) days prior notice of any work to be performed by Landlord within the Common Areas which will materially interfere with Tenant’s use of the Special Use Areas, and (g) subject to the terms of Article 21 of this Lease, Tenant is not deprived of access to or use of the Premises or Special Use Areas. Notwithstanding the foregoing, the terms of items (a) through (g) (to the extent the same relate to or address Tenant’s use of the Common Areas (including, without limitation, the Special Use Areas) and the Project’s parking facilities) shall be inapplicable in connection with the construction of Building 3 and/or any work undertaken by Landlord in connection with an expansion or modification of the Project’s parking facilities and/or any Common Areas modifications undertaken by Landlord in connection with the foregoing improvements, which shall be governed pursuant to the terms of Article 21 and Section 29.28 of this Lease, and nothing contained herein shall alter Landlord’s rights and obligations in connection with the

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construction of Building 3, which shall be governed by Article 21 of this Lease. Except in the event of an emergency, if any portion of the work will materially, adversely interfere with Tenant’s use of and access to the Premises, Buildings, Special Use Areas, Field or Project parking facilities, then, except in connection with the construction of Building 3, which shall be governed by the terms of Article 21 of this Lease, Landlord shall perform such portion of the work during non-Business Hours. Notwithstanding anything above to the contrary, Landlord shall maintain and operate the Project in a manner consistent with that of other first-class, mid-rise institutionally owned office building complexes in the City of Santa Monica, California and in the office project currently known as Howard Hughes Center in Los Angeles, California, which are comparable in terms of size (greater than 200,000 square feet), age, quality of construction, appearance, quantity of project open space, and quality of common area improvements (the “Comparable Buildings”). Except when and where Tenant’s right of access is specifically excluded as the result of (i) an emergency, (ii) a requirement by Applicable Laws, or (iii) a specific provision set forth in this Lease, Tenant shall have the right of access to the Premises, the Common Areas, Special Use Areas, each Building, and the Project parking facility twenty-four (24) hours per day, seven (7) days per week during the “Lease Term,” as that term is defined in Section 2.1.1 of this Lease.

          1.1.3.5 Special Use Areas. Subject to the terms of the Tenant Work Letter and/or Article 8, as the case may be (including, without limitation, Landlord’s review and approval of all plans relating thereto), Tenant shall have the right to construct and install any and all of the following: (i) external staircases (“Stairs”) (and associated Premises entry doors) connecting one or more floors of the Buildings and/or the Project’s parking facilities to the “Patio” as that term is defined, below, (ii) enclosed or covered walkways and/or a “skybridge” between the Buildings (the “Walkway”), (iii) a patio/courtyard between Building 1 and Building 2 to be used for lounging, resting, barbecuing, and eating purposes (the “Patio”) (and Landlord acknowledges that the construction of the Patio is anticipated to include the demolition of all existing hardscape and landscape between the Buildings), (iv) multiple water features within the Special Use Areas (the “Water Features”), (v) subject to the terms of Section 29.34, improvements upon the roof of the Buildings, and (vi) an escalator from the lower level of the Existing Parking Garage to the Patio. The Stairs, the Walkway, the Patio, the Field, and the Water Features are collectively referred to herein as the “Special Use Areas”. The Special Use Areas shall be Common Areas and shall not be part of the rentable square footage of the Premises; provided, however, that Tenant shall have the exclusive right to use all of the Special Use Areas on the terms set forth herein for use of Common Areas and subject to all limitations and restrictions on use of the Premises set forth in this Lease, provided that Tenant’s use of such areas shall be consistent with a first class office project (giving due consideration to the fact that many other first class office projects do not maintain features such as the Field and other outdoor areas which are part of the Project). Tenant’s improvements to the Special Use Areas (“Common Use Area Improvements”) shall be subject to the Tenant Work Letter or Article 8 of this Lease, as the case may be. Tenant may, at its sole cost and expense, affix or place in the Common Areas any and all of the following: furniture, barbecues, fixtures, umbrellas, plants, water features, flower beds or other similar items of any kind whatsoever (collectively, “Furniture”) which Tenant desires to affix or to place in the Common Areas, subject to Landlord’s reasonable approval which shall be granted or denied within ten (10) business days from receipt of Tenant’s request (provided that Landlord’s consent shall be deemed to be reasonably denied to the extent the Furniture is inconsistent with a first class office project but

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giving due consideration to the fact that many other first class office projects do not maintain features such as the Special Use Areas). On or before the Lease Expiration Date or earlier termination of this Lease, Tenant shall, at its sole cost and expense, remove all Furniture and repair any damage caused by the removal of the same. Landlord acknowledges and agrees that Tenant may replace all planters, sidewalks and other improvements existing in the Patio as of the date hereof, subject to the terms of this Lease.

ARTICLE 2

LEASE TERM

     2.1 Initial Lease Term.

          2.1.1 In General. The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the “Lease Term”) shall be as set forth in Section 7.1 of the Summary and shall commence on October 1, 2003, subject to the terms of Section 5 of the Tenant Work Letter (the “Lease Commencement Date”), provided that Tenant shall not commence payment of the Base Rent and Tenant’s Share of Direct Expenses for each Tranche until the “Tranche Rent Commencement Date,” as that term is defined, below, applicable to the subject Tranche (provided that the foregoing shall not alter or reduce Tenant’s obligations pursuant to the terms of Section 2.1.2 and 2.1.4, below). The Lease Term shall terminate on the date (the “Lease Expiration Date”) set forth in Section 7.3 of the Summary, unless this Lease is sooner terminated or extended as hereinafter provided. For purposes of this Lease, the “Tranche Rent Commencement Date” shall mean, subject to the terms of Section 5 of the Tenant Work Letter, the Lease Commencement Date with respect to Tranche 1, March 1, 2004 with respect to Tranche 2, September 1, 2004 with respect to Tranche 3 and September 1, 2005 with respect to Tranche 4. Tenant shall have the right to occupy the Premises, or any portion thereof, prior to the Lease Commencement Date and/or any Tranche Rent Commencement Date for the purpose of (i) constructing the Tenant Improvements therein in accordance with the Tenant Work Letter and/or (ii) conducting business therein provided that (A) prior to conducting business in any portion of the Premises, a temporary certificate of occupancy, or its equivalent, shall have been issued by the appropriate governmental authorities for the Premises, or the subject portion thereof, or Tenant is otherwise legally entitled to occupy the Premises, or the subject portion thereof, and (B) all of the terms and conditions of the Lease shall apply, other than, except as otherwise set forth in this Lease, Tenant’s obligation to pay Base Rent and Tenant’s Share of the Direct Expenses as though the Lease Commencement Date or the subject Tranche Rent Commencement Date had occurred (although the Lease Commencement Date and Tranche Rent Commencement Dates, as the case may be, shall not actually occur until the occurrence of the same pursuant to the terms of this Lease) upon such occupancy of the Premises or subject portion thereof, as the case may be, by Tenant. Furthermore, Tenant shall have no obligation to pay parking charges for parking passes utilized by Tenant prior to the Lease Commencement Date and, following the Lease Commencement Date, Tenant shall be required to rent and pay for parking passes in accordance with the terms of this Lease. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Lease Commencement Date and end on the last day of the eleventh month thereafter and the second and each succeeding Lease Year shall commence on the first

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day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date. Within six (6) months following the Lease Commencement Date and/or any Tranche Rent Commencement Date, Landlord shall deliver to Tenant a Notice (the “Notice of Lease Term Dates”) substantially in the form as set forth in Exhibit C, attached hereto, which Notice Tenant shall execute and return to Landlord within ten (10) business days of receipt thereof (provided that if said Notice is not factually correct, then Tenant shall make such changes as are necessary to make the Notice factually correct and shall thereafter execute and return such Notice to Landlord within such ten (10) business day period), and thereafter the dates set forth on such Notice shall be conclusive and binding upon Tenant and Landlord, unless Landlord within fifteen (15) business days following receipt of Tenant’s changes sends a Notice to Tenant rejecting Tenant’s changes, whereupon this procedure shall be repeated until the parties either (a) mutually agree upon the contents of Exhibit C, or (b) the contents are determined by arbitration pursuant to Section 29.29, below. Failure of Tenant to timely execute and deliver any Notice of Lease Term Dates shall constitute an acknowledgment by Tenant that the statements included in such Notice are true and correct, without exception. In the event Landlord shall fail to send any Tenant Notice of the occurrence of the Lease Commencement Date and/or Tranche Rent Commencement Date within six (6) months following the Lease Commencement Date and/or Tranche Rent Commencement Date, Tenant may send to Landlord Notice of the occurrence of the Lease Commencement Date and/or Tranche Rent Commencement Date substantially in the form of the attached hereto as Exhibit C, which Notice Landlord shall acknowledge by executing a copy of the Notice and returning it to Tenant (provided that if said Notice is not factually correct, the Landlord shall make such changes to the Notice as are necessary to make such Notice factually correct, which revised Notice shall thereafter be subject to the procedure for finalization set forth in this Section 2.1.1). The Notice of Lease Term Dates for Tranche 4 shall include a Base Rent schedule setting forth the total Base Rent payable by for each month of the Lease Term for all Tranches, provided that, at either party’s election, such Base Rent schedule may be set forth in an earlier Notice of Lease Term Dates to the extent that all Tranche Rent Commencement Dates have been determined.

          2.1.2 Early Rent. Following each Tranche Rent Commencement Date commencing with the Tranche Rent Commencement Date for Tranche 2, Landlord and Tenant shall determine the average number of full access parking cards (the “Full Access Cards”) issued to Tenant (which shall specifically exclude limited access parking cards provided by Tenant to employees working in Tenant’s “tester space”) for each month during the period (the “Analysis Period”) commencing with and following the prior Tranche Rent Commencement Date and continuing through and including the date immediately preceding the then applicable Tranche Rent Commencement Date. In the event that the average number of Full Access Cards issued to Tenant for any month during the subject Analysis Period exceeded the then applicable “Threshold Amount,” as set forth below (such average excess to be referred to herein as the “Excess Cards”), then Tenant shall pay to Landlord (in arrears) for such month Early Rent in accordance with the terms of this Section 2.1.2. For each month during the subject Analysis Period, Tenant shall pay to Landlord (in arrears), as additional rent, an amount (the “Early Rent”) equal to the product of (i) a fraction (which shall in no event exceed 1), the numerator of which equals the average number of Excess Cards for such month, and the denominator of which equals the applicable “Base Permitted Occupancy Increase”, as set forth below, (ii) the applicable “Daily Early Rent”, as set forth below, and (iii) the number of days in the subject calendar month. The aggregate Early Rent payable by Tenant for each Analysis Period shall be due and

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payable by Tenant to Landlord within thirty (30) days following billing from Landlord, but in no event prior to each applicable Tranche Rent Commencement Date. To the extent that the average number of Excess Cards exceeds the entire Base Permitted Occupancy Increase amount for any month during the First Analysis Period prior to the Tranche Rent Commencement Date for Tranche 2, then the Second Analysis Period shall be deemed to be applicable for such month with respect to the Excess Cards over the full Base Permitted Occupancy Increase amount, and to the extent that the average number of Excess Cards exceeds the then applicable Base Permitted Occupancy Increase amount for any month during the Second Analysis Period prior to the Tranche Rent Commencement Date for Tranche 3, then the Third Analysis Period shall be applicable for such month with respect to the Excess Cards over the Base Permitted Occupancy Increase amount. In the event that the average number of Excess Cards in the Third Analysis Period shall exceed the full Base Permitted Occupancy Increase amount for any month during the Third Analysis Period, the number of Excess Cards for such month shall be deemed equal to the Base Permitted Occupancy Increase amount for the Third Analysis Period.

					Daily Early
	Threshold		Base Permitted		Rent for Next
Analysis Period	Amount		Occupancy Increase		Succeeding Tranche
Lease Commencement Date – date immediately preceding Tranche Rent Commencement Date for Tranche 2 (the “First Analysis Period”)		300		75	$	3,999.45
Tranche Rent Commencement Date for Tranche 2 - date immediately preceding Tranche Rent Commencement Date for Tranche 3 (the “Second Analysis Period”)		375		100	$	3,258.18
Tranche Rent Commencement Date for Tranche 3 - date immediately preceding Tranche Rent Commencement Date for Tranche 4 (the “Third Analysis Period”)		475		200	$	3,386.28

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Landlord acknowledges that Tenant is not renting Full Access Cards, but that the same is purely a tallying mechanism. Notwithstanding anything contained in this Section 2.1.2 to the contrary, in no event shall Full Access Cards, if any, issued to “Playa Capital,” as that term is defined in Section 14.3 of this Lease, be considered for purposes of this Sections 2.1.2.

     Example: As an example only, in the event that, during the first month of the First Analysis Period (for purposes hereof assumed to be a thirty day month), Tenant used 360 parking passes during the first 10 days of the month, Tenant used 350 parking passes during the second 10 days of the month, and Tenant used 370 parking passes during the final 10 days of the month, then (a) the average number of passes rented for such month in accordance with the terms of this Section 2.1.2 would equal 360 (i.e, [(360 x 10) + (350 x 10) + (370 x 10)] divided by 30), and (b) Tenant would pay Early Rent for such month in the amount of $95,986.80 (i.e. (60/75) x 3,999.45 x 30).

          2.1.3 Increased Tenant Improvement Allowance Based Upon Tenant’s Payment of Early Rent. In the event that Tenant shall pay Early Rent with respect to any Analysis Period, then the Tenant Improvement Allowance applicable to the Tranche for which the Tranche Rent Commencement Date has most recently occurred shall be increased by the product of (i) a fraction, the numerator of which equals the Early Rent paid for the subject Tranche, and the denominator of which equals the amount of the Daily Early Rent for Next Succeeding Tranche (as set forth in the above chart), (ii) the rentable square footage of the Tranche in connection with which Tenant paid the Early Rent, and (iii) $0.0123 (the “Supplemental TI Allowance”).

     Example: As an example only, if Tenant paid Early Rent during the First Analysis Period in the amount of $95,986.80 (as set forth in the example above), Tenant would receive a Supplemental TI Allowance in the amount of $16,994.37 (i.e., (95,986.80 divided by 3,999.45) x 57,569 x 0.0123).

          2.1.4 Tenant’s Payment of Variable Operating Expenses During Beneficial Occupancy Period. Notwithstanding anything contained in this Lease to the contrary, during the period commencing as of the Lease Commencement Date and, with respect to each Tranche, continuing until such Tranche’s Tranche Rent Commencement Date, within thirty (30) days of billing, Tenant shall pay to Landlord, as additional rent, an amount equal to all variable Operating Expenses applicable to such period for that Tranche (the parties hereby acknowledging that the fixed components of Direct Expenses are already included in the Daily Early Rent amounts set forth above and therefore such fixed amounts shall not also be due hereunder), which components of variable Operating Expenses shall be determined in accordance with sound real estate management and accounting practices.

     2.2 Option Term.

          2.2.1 Option Right. Subject to the terms hereof, Landlord hereby grants the Original Tenant or an Affiliate Assignee two (2) options to extend the Lease Term with respect to all of the Premises only for a period of five (5) years each (each, an “Option Term”), which options shall be exercisable only by Notice delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such Notice, Tenant is not in monetary default under

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this Lease after the expiration of any applicable cure period (a “Material Default”). Upon the proper exercise of the applicable option to extend, and provided that, as of the end of the initial Lease Term, or prior Option Term, as applicable, Tenant is not in Material Default under this Lease, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 may only be exercised by the Original Tenant or any Affiliate Assignee.

          2.2.2 Option Rent. The rent payable by Tenant during an Option Term (the “Option Rent”) shall be equal to the Fair Market Rental Rate for the Premises.

          2.2.3 Exercise of Option. Each option contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. In order to exercise the option, Tenant shall deliver Notice (the “Exercise Interest Notice”) to Landlord not less than eighteen (18) months prior the expiration of the then Lease Term, stating that Tenant is interested in exercising its option. Provided that Tenant timely delivers the Exercise Interest Notice, Landlord shall deliver Notice (the “Option Rent Notice”) to Tenant of Landlord’s estimated Option Rent not later than thirty (30) days after Landlord’s receipt of Tenant’s Exercise Interest Notice. Within thirty (30) days following Tenant’s receipt of Landlord’s Option Rent Notice, if Tenant elects to exercise its applicable option to extend, Tenant shall exercise the applicable option to extend this Lease and either accept or reject the Option Rent contained in the Option Rent Notice, by delivering Notice thereof to Landlord (the “Exercise Notice”); provided, however, in the event Tenant exercises the applicable option to extend this Lease and does not affirmatively accept or reject the Option Rent specified in the Option Rent Notice before the expiration of such thirty (30) day period, the Fair Market Rental Rate shall be determined as set forth in Section 2.2.4, below. Notwithstanding the above, in the event Tenant fails to timely deliver the Exercise Interest Notice, Tenant may nevertheless exercise an applicable option by delivering written notice to Landlord exercising such option on or before the date which is sixteen (16) months prior to the expiration of the initial Term or first Option Term, as applicable, and then the parties shall follow the procedure and the Option Rent shall be determined, as set forth in Sections 2.2.4 and 2.2.5, below. Tenant shall not be entitled to exercise the second (2nd) extension option unless Tenant has properly and timely exercised the first (1st) extension option. Nothing herein shall be deemed to entitle Tenant to extend the Lease Term beyond the second (2nd) Option Term.

          2.2.4 Determination of Fair Market Rental Rate. In the event Tenant timely and appropriately exercises the applicable option to extend this Lease and objects to or does not accept the Option Rent or, if Tenant otherwise exercises the applicable option to extend this Lease, Landlord and Tenant shall attempt to agree upon the Fair Market Rental Rate for the subject space, using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement by the date which is ten (10) months prior to the commencement of an Option Term (the “Outside Agreement Date”), then each of the parties shall make a separate determination of the subject Fair Market Rental Rate within ten (10) days following the Outside Agreement Date and such determinations shall be submitted to the arbitrators pursuant to the provisions of this Section 2.2.4 and such submittal shall be submitted to arbitration in accordance with Sections 2.2.4.1 through 2.2.4.7 of this Lease.

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          2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of first class office properties in the Los Angeles County (including Santa Monica and West Los Angeles), California area. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate, is the closest to the actual Fair Market Rental Rate as determined by the arbitrators, taking into account the requirements of Section 2.2.5 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the applicable Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.”

          2.2.4.2 The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either parties Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

          2.2.4.3 The three arbitrators shall within thirty (30) days of the appointment of the Neutral Arbitrator reach a decision as to Fair Market Rental Rate and determine whether the Landlord’s or Tenant’s determination of Fair Market Rental Rate as submitted pursuant to Section 2.2.4 of this Lease is closest to Fair Market Rental Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is closest to the Fair Market Rental Rate as determined by the arbitrators. Following notification of the Award, the Landlord’s or Tenant’s submitted Fair Market Rental Rate determination, whichever is selected by the arbitrators as being closest to Fair Market Rental Rate shall become the then applicable Fair Market Rental Rate.

          2.2.4.4 The Award issued by the majority of the three arbitrators shall be binding upon Landlord and Tenant.

          2.2.4.5 If either Landlord or Tenant fail to appoint an Advocate Arbitrator within fifteen (15) days after the applicable Outside Agreement Date, either party may petition the presiding judge of the Superior Court of Los Angeles County to appoint such Advocate Arbitrator subject to the criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

          2.2.4.6 If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of Los Angeles County to appoint the Neutral Arbitrator, subject to criteria in Section 2.2.4.1 of this

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Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

          2.2.4.7 The cost of arbitration shall be paid by Landlord and Tenant equally.

          2.2.5 Fair Market Rental Rate. The “Fair Market Rental Rate” shall be equal to the rent (including additional rent), including all escalations, at which tenants, pursuant to leases or related agreements (i) which are executed not less than three (3) months nor more than eighteen (18) months prior to the commencement of the Option Term, and (ii) which have a term which is reasonably anticipated to commence within the six (6) month period immediately preceding or after the commencement of the Option Term, are leasing non-sublease, non-equity, non-renewal (but renewals are only excluded to the extent tenants are not represented by a real estate broker with respect to the subject option), non-encumbered, non-expansion space comparable in size (deals in excess of 100,000 rentable square feet shall be deemed comparable in size), location, amenities and quality to the Renewal Premises for a similar lease term, in an arms length transaction, which comparable space is located in the Project and in the Comparable Buildings (“Comparable Transactions”) taking into consideration the following concessions: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, (b) tenant improvements or allowances provided or to be provided for such comparable space, (c) base year and/or expense stop or similar operating expense protections, (d) the amount and type of available parking for Tenant, and (e) all other monetary and non-monetary concessions, if any, being granted such tenants in connection with such Comparable Transactions; provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to (1) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with the applicable term or the fact that the Comparable Transactions do or do not involve the payment of real estate brokerage commissions, and (2) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. In analyzing such comparable spaces, the arbitrators shall give due consideration to the method by which the square footage of such space has been calculated and all other relevant factors which may be different between Comparable Transactions, including, without limitation, the value, if any, of Tenant’s signage as compared to signs granted to tenants in Comparable Transactions. The Fair Market Rental Rate shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations during the term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions with tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). If in determining the Fair Market Rental Rate for an Option Term, Tenant is deemed to be entitled to a tenant improvement or comparable allowance for the improvement of the Renewal Premises (the total dollar value of such allowance, the “Option Term TI Allowance”), Landlord may, at Landlord’s sole option, elect any or a portion of the following: (A) to grant some or all of the excess Option Term TI Allowance to Tenant as a lump sum payment to Tenant, and/or (B) in lieu of making a lump sum payment (or portion thereof) to Tenant, to reduce the rental rate component of the Fair Market Rental Rate to be an effective rental rate which takes into

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consideration that Tenant will not receive a payment of such excess Option Term TI Allowance, or portion thereof (in which case the excess Option Term TI Allowance, or portion thereof, evidenced in the effective rental rate shall not be paid to Tenant). Notwithstanding anything above to the contrary, Landlord and Tenant acknowledge and agree to adjust the economic components of the rent in the Comparable Transactions to reflect triple net economic components so that an “apples-to-apples” comparison analysis can be made.

ARTICLE 3

BASE RENT

     Tenant shall pay, without notice or demand, to Landlord at the management office of the Project, or at such other place as Landlord may from time to time designate in writing, in the form of a check, base rent (“Base Rent”) as set forth in Section 8 of the Summary, payable in equal monthly installments as set forth in Section 8 of the Summary in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever (except as specifically set forth in this Lease). The Base Rent for the first full month of the Lease Term for Tranche 1 Part A (but not with respect to any other Tranches) shall be paid at the time of Tenant’s execution of this Lease. If any Rent payment date (including the Lease Commencement Date) falls on a day of a calendar month other than the first day of such calendar month or if any Rent payment is for a period which is shorter than one calendar month such as during the last month of the Lease Term, the Rent for any fractional calendar month shall accrue on a daily basis for the period from the date such payment is due to the end of such calendar month or to the end of the Lease Term at a rate per day which is equal to 1/365 of the annual Rent. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

ARTICLE 4

ADDITIONAL RENT

     4.1 Additional Rent. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay as additional rent “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.5 and 4.2.1 of this Lease, respectively. Such additional rent, together with any and all other amounts payable by Tenant to Landlord, as additional rent or otherwise, pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant and Landlord which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term and Landlord’s obligation to refund to Tenant any overpayments of such Additional Rent shall survive the expiration of the Lease Term; provided, however, that any such payments made by Tenant of any Additional Rent or any refund to Tenant by Landlord of any overpayments of such Additional Rent shall not constitute a waiver by either Tenant or Landlord, as the case may be, of any amount that Tenant or Landlord (as the case may be)

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contend, now or in the future (subject to the limitations set forth in the Lease or under Applicable Law) are in dispute.

     4.2 Definitions. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

          4.2.1 “Direct Expenses” shall mean “Operating Expenses” and “Tax Expenses.”

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

          4.2.3 “Operating Expenses” shall, subject to Section 4.4.2, mean all expenses, costs and amounts of every kind and nature which Landlord shall pay or incur during any Expense Year because of or in connection with the ownership, management, maintenance, repair, replacement, restoration or operation of the Project or any portion thereof, all as determined in accordance with sound real estate management practices consistently applied, including, without limitation, any amounts paid or incurred for (i) the cost of supplying all utilities, the cost of operating, maintaining, repairing, replacing, renovating, complying with mandatory conservation measures in connection with, and managing the utility systems, mechanical systems, plumbing, sanitary and storm drainage systems, landscaping, communication systems, and escalator and elevator systems, and the cost of supplies, tools, equipment, maintenance, and service contracts incurred in connection therewith; (ii) the cost of licenses, certificates, permits and inspections, the cost of contesting the validity or applicability of any governmental enactments which are reasonably anticipated to reduce Operating Expenses, subject to item (BBB), below, the costs incurred in connection with the implementation and operation of any governmentally mandated transportation management program or similar program or a municipal or public shuttle service or parking program, and any traffic or transportation-related fee imposed by any governmental authority, and the cost of reasonably contesting any fees or other charges imposed by any governmental authority in connection with; (iii) the cost of all insurance carried in connection with the Project, or any portion thereof not, however, materially in excess of the types or amounts of insurance carried by landlords of Comparable Buildings for unusual or expensive coverages or endorsements such as earthquake and flood (provided, however, that Landlord’s insurance shall be deemed to have satisfied such Comparable Buildings standard, if other buildings comparable to the Buildings and owned by an EOP Affiliate in Southern California (which buildings are subject to similar debt coverage terms and conditions) are covered by substantially the same insurance coverage terms (i.e., coverage rate and deductible percentage(s)) as carried by Landlord hereunder); (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) subject to the terms of item (EEE), below, the cost of parking area, operation, repair, restoration, and maintenance, including, but not limited to, resurfacing, repainting, restriping, and cleaning; (vi) fees, charges and other costs reasonably incurred, including a management fee equal to three and one-half percent (3.5%) of the sum of (A) the Base Rent (grossed-up for any rent credits applicable to Tranche 1 Part B) and Early Rent payable by Tenant for portions of the Premises for which the Tranche Rent Commencement Date has occurred, (B) $12.00 per rentable square foot of the portions of the Premises for which the Tranche Rent Commencement Date has occurred, and (C) parking

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fees payable by Tenant, consulting fees (including but not limited to any consulting fees incurred in connection with the procurement of insurance), legal fees and accounting fees, of all persons, contractors and consultants engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the management, operation, administration, maintenance and repair of the Project (subject to the “Management Staff Limitation,” as that term is defined in item (viii), below), and the cost of equipping, staffing (subject to the Management Staff Limitation) and operating any off-site management office for the Buildings, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Buildings and the other buildings or properties (subject to the Management Staff Limitation); (vii) payments under any equipment rental agreements; (viii) wages, salaries and other compensation and benefits of all persons to the extent that such persons are engaged in the operation, maintenance, management, or security of the Project (provided that such persons hold a title generally considered to be no higher in rank than Project manager), or any portion thereof, including, but not limited to, employer’s Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits; provided, that if any employees of the Project provide services for other projects, then a prorated portion of such employees’ wages, benefits and taxes shall be included in Operating Expenses based on the portion of their working time devoted to the Project, provided that in no event shall the management staff allocation to the Project exceed 28.454% of each of one (1) general manager, one (1) senior property manager, and two (2) property managers (or, in each instance, any equivalent title, as reasonably determined by Landlord) (such limitation on management staff, as provided and as may be modified in accordance with the terms hereof to be referred to as the “Management Staff Limitation”), provided further that (i) Landlord shall be permitted to re-allocate, in Landlord’s reasonable discretion, its management staff for the Project to the extent that, for the Expense Year in which such re-allocation occurs, Operating Expenses shall not be higher than would have been incurred had Landlord not changed the Management Staff Limitation, and (ii) upon a re-allocation in accordance with the terms hereof, such new management staff allocated to the Project shall, subject to the continuing applicability of the foregoing, be the Management Staff Limitation; (ix) subject to the terms of Section 4.2.5, below, payments, fees or charges under any present and future easement, license, operating agreement, disposition and development agreement, covenants, conditions and restrictions, restrictive covenant, Underlying Documents (as defined in Article 5 hereof) or other instruments (including any amendments and modifications to any such instruments) pertaining to the sharing of costs by the Project (or any portion thereof) or otherwise, or relating to any property association, and any costs and expenses of any governmentally mandated assessments, impositions or charges affecting the Project including, but not limited to, any sewer connection and/or reconnection fees or assessments; (x) the cost of operation, repair, maintenance and replacement of all systems and equipment and components thereof; (xi) the cost of janitorial services, alarm and security service, window cleaning, trash removal, repair of wall and floor coverings, ceiling tiles and fixtures in lobbies, corridors, restrooms and other common or public areas or facilities, maintenance and replacement of curbs and walkways, repair to roofs and re-roofing; (xii) amortization over its reasonable useful life (including interest on the unamortized cost at a rate equal to the Interest Rate) of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof; (xiii) intentionally deleted; (xiv) the cost of any capital repairs, replacements or other

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improvements made to the Project or other costs incurred in connection with the Project (A) which are intended to reduce Operating Expenses in connection with the operation or maintenance of the Project, or any portion thereof to the extent of cost savings reasonably anticipated by Landlord (based on sound documentation) at the time of such expenditure to be incurred in connection therewith, or (B) that are required under any Applicable Laws enacted after the Lease Commencement Date; provided, however, that any such permitted capital expenditure shall be amortized (with interest at a rate equal to the floating commercial loan rate announced from time to time by Bank of America, a national banking association, or its successor, as its prime rate, plus 2% per annum (the “Interest Rate”)) over its reasonable useful life; and (xv) costs, fees, charges or assessments imposed by any federal, state or local government for fire and police protection, trash removal, community services, or other services, or street and other traffic improvements, which do not constitute “Tax Expenses”, as that term is defined in Section 4.2.4, below. The Management Staff Limitation shall be inapplicable with respect to administrative costs (such as accounting, customer service, secretarial, and other administrative functions) allocated to the Project. Landlord hereby agrees that, during the first Lease Year, Landlord shall not collect from Tenant and other tenants in all other projects in which the management staff allocated to the Project as set forth in item (viii), above, provides management services more than 100% of the cost of the management staff allocated to the Project, as set forth in item (viii), above.

     Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include (A) except as otherwise set forth above in this Section 4.2.3, principal payments, bad-debt expenses, depreciation, interest and amortization on mortgages, or ground lease payments, if any; (B) real estate brokers’ leasing commissions; (C) the cost of providing any service directly to and paid directly by any tenant; (D) any costs expressly excluded from Operating Expenses elsewhere in this Lease; (E) costs of any items to the extent Landlord receives reimbursement from insurance proceeds (such proceeds to be excluded from Operating Expenses in the year in which received, except that any deductible amount under any insurance policy shall be included within Operating Expenses subject to (YY) below) or from a third party; (F) costs of capital improvements, repairs, alterations and equipment, except those set forth in this Section 4.2.3(xiv); (G) marketing costs, including leasing commissions, advertising and promotional expenses, space planning costs and attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, and subleases and/or assignments incurred in connection with present or prospective tenants or other occupants of the Project, including attorneys’ fees and other costs and expenditures incurred in connection with disputes with present or prospective tenants or other occupants of the Project; (H) costs, including permit, license and inspection costs and any allowances or other tenant improvement concessions, incurred or provided with respect to the design, construction and/or installation of other tenants’ or occupants’ improvements made for tenants or other occupants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants in the Project (excluding, however, such costs relating to any Common Areas or Project parking facilities); (I) rentals and other related expenses incurred in leasing a heating, ventilation and air conditioning system, elevators, or other items (except equipment not affixed to the Project which is used in providing janitorial or similar services to the Project and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project) which if purchased, rather than rented, would constitute a capital improvement not included in Operating Expenses pursuant to this

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Lease; (J) depreciation, amortization and interest payments, except as specifically included in Operating Expenses pursuant to the terms of this Lease and, except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with sound real estate management principles, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (K) costs incurred by Landlord for alterations (including structural additions), repairs, equipment and tools which are of a capital nature and/or which are considered capital improvements or replacements under sound real estate management principles, except as specifically included in Operating Expenses pursuant to the terms of Section 4.2.3(xiv); (L) expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Project, without charge; (M) overhead and profit increment paid to Landlord or to the parent organization or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; (N) advertising and promotional expenditures, and costs of signs in or on the Project identifying the owner of the Project or other tenants’ signs; (O) to the extent applicable, electric power costs or other utility costs for which any tenant directly contracts with the local public service company (but Landlord shall have the right to “gross up” as if the floor was vacant); (P) tax penalties incurred for any reason as a result of Landlord’s negligence, inability or unwillingness to make payments or file returns when due; (Q) legal fees and costs concerning the negotiation and preparation of this Lease or any litigation between Landlord and Tenant; (R) any reserves retained by Landlord; (S) costs arising from Landlord’s charitable or political contributions; (T) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants; (U) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Project manager, Project engineer and/or chief operating engineer; (V) except as set forth in items (xii) and (xiv), above, late charges, penalties, liquidated damages, and interest; (W) amount paid as ground rental or as rental for the Project by the Landlord; (X) any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the Landlord; (Y) all items and services for which Tenant or any other tenant in the Project is obligated to reimburse Landlord, provided that Landlord shall use commercially reasonable efforts to collect such reimbursable amounts, or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; (Z) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (AA) fees and reimbursements payable to Landlord (including its parent

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organization, subsidiaries and/or affiliates) or by Landlord for management of the Project which exceed the management fee described in Section 4.2.3(vi) above; (BB) subject to the terms of item (vi), above, rent for any office space occupied by Project management personnel; (CC) all assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law (except to the extent inconsistent with the general practice of the Comparable Buildings) and shall be included as Operating Expenses in the year in which the assessment or premium installment is actually paid; (DD) costs arising from the gross negligence or willful misconduct of Landlord or “Landlord Parties,” as that term is defined in Section 10.1 of this Lease; (EE) costs incurred to comply with Applicable Law with respect to “Hazardous Material,” as that term is defined in Section 29.25 of this Lease, which was in existence in either Building or on the Project prior to the Lease Commencement Date, and was of such a nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in the state, and under the conditions that it then existed in the subject Building or on the Project, would have then required the removal, remediation or other action with respect to such Hazardous Material; and costs incurred with respect to Hazardous Material, which Hazardous Material is brought into each Building or onto the Project after the date hereof by Landlord or any other tenant of the Project or by anyone other than Tenant or Tenant Parties and is of such a nature, at that time, that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in the state, and under the conditions, that it then exists in the subject Building or on the Project, would have then required the removal, remediation or other action with respect to such Hazardous Material; (FF) any entertainment, dining or travel expenses for any purpose; (GG) any finders fees, brokerage commissions, job placement costs or job advertising cost, other than with respect to a receptionist or secretary in the Project office, once per year; (HH) any above Building standard cleanup, including construction and special events cleanup; (II) the cost of any training or incentive programs, other than for tenant life safety information services; (JJ) in-house legal and/or accounting (as opposed to office building bookkeeping) fees; (KK) in the event any facilities, services or utilities used in connection with the Project are provided from another building owned or operated by Landlord or vice versa, the costs incurred by Landlord in connection therewith shall be allocated to Operating Expenses by Landlord on a reasonably equitable basis; (LL) legal fees and costs, settlements, judgments or awards paid or incurred because of disputes between Landlord and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants or providers of goods and services to the Project; (MM) the costs of any flowers, gifts, balloons, etc. provided to any prospective tenants, Tenant, other tenants, and occupants of either Building; (NN) subject to the terms of Section 4.2.5, below, costs incurred in connection with the original construction and development of the Project (excluding any recurring costs incurred in connection with the Underlying Documents but including initial landscaping expenditures, permit, license, one-time entitlement, construction and financing costs), and costs incurred in connection with any work Landlord performs pursuant to Article 21 of this Lease, or in connection with any other major change in the Project, such as adding or deleting floors, building out the Field and/or costs of constructing additional parking spaces and/or modifying the location of parking spaces; (OO) costs for which the Landlord is reimbursed, or would have been reimbursed if Landlord had carried the insurance Landlord is required to carry pursuant to this Lease or would have been reimbursed if Landlord had used commercially reasonable efforts

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to collect such amounts, by any tenant or occupant of the Project or by insurance from its carrier or any tenant’s carrier; (PP) tax penalties; (QQ) costs of correcting defects in the initial design and construction of the Project; (RR) costs reimbursed to Landlord under any warranty carried by Landlord for either Building and/or the Project, which warranties Landlord shall use commercially reasonable efforts to enforce; (SS) costs of magazine and newspaper subscriptions; (TT) costs of third party non-tenant parties; (UU) costs of specialty clubs and services not provided or offered to Tenant without charge; (VV) costs associated with material portions of the Common Areas dedicated for the exclusive use of other tenants of the Project, except to the extent Tenant is given its pro-rata share (rentable square feet in the Premises in relation to the rentable square feet in the Project) of comparable Common Areas; (WW) costs due to violations of the Underlying Documents; (XX) if Tenant elects to separately meter any utilities used by Tenant, such utilities shall be excluded from Operating Expenses except for such utilities as are provided to the Common Areas; (YY) amounts (A) as a result of damage caused by earthquakes or terrorist acts, and (B) which are in excess of $1.00 per rentable square foot of the Buildings in any Expense Year; (ZZ) costs incurred in connection with upgrading the Project to comply with disability, life, seismic, fire and safety codes, ordinances, statutes, or other laws in effect prior to the Lease Commencement Date, including, without limitation, the ADA, including penalties or damages incurred due to such non-compliance; (AAA) costs incurred in connection with any ground water or soil condition based upon the presence of Hazardous Materials (to the extent not resulting from the acts or omissions of Tenant or the Tenant Parties); (BBB) penalties resulting from non-compliance with the maximum allowable p.m. peak hour trips for the Premises (provided that the foregoing shall not alter or reduce Tenant’s obligation, at Tenant’s cost, to implement or pay for all other measures required by any applicable traffic demand management program); (CCC) costs incurred in connection with any methane remediation or treatment at the Project; (DDD) intentionally deleted; (EEE) all costs associated with the construction and development of Building 3 and/or the “Surface Parking Lot,” as that term is defined in Section 28.2 of this Lease and any material incremental costs incurred by Landlord (in addition to those costs incurred to provide the parking provided for pursuant to the terms of this Lease) to provide parking to the “Playa Vista Visitor Center”; and (FFF) costs incurred by Landlord as a result of the First Amendment to the Declaration of Special Land Use Restrictions or the First Amendment to the Parking Agreement or Parking Covenant. Any refunds or discounts actually received by Landlord for any category of Operating Expenses shall reduce Operating Expenses in the applicable Expense Year (pertaining to such Category of Operating Expenses). Landlord shall not make any profit by charging items to Operating Expenses that are otherwise also charged separately to others. Landlord shall not collect Operating Expenses from Tenant and all other tenants/occupants in the Project in an amount in excess of what Landlord incurred for the items included in Operating Expenses.

          4.2.4 Subject to the terms of Section 4.2.5, below, “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary (including, without limitation, real estate taxes, Mello-Ross assessments, general and special assessments, transit taxes or charges, business or license taxes or fees, annual or periodic license or use fees, open space charges, housing fund assessments, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal

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property used in connection with the Project), which Landlord shall pay or incur during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project.

               4.2.4.1 Tax Expenses shall include, without limitation:

                    (a) Except as provided in Section 4.8 below, any assessment, reassessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, conservation, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall, except as otherwise expressly provided below, also include any governmental or private assessments or other charges, costs or impositions or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of Tax Expenses for purposes of this Lease;

                    (b) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof;

                    (c) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and

                    (d) Any tax on the Rent, right to Rent or any other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof.

               4.2.4.2 Any expenses incurred by Landlord in attempting to protest, reduce or minimize Tax Expenses if Landlord has a reasonable expectation of achieving a reduction in excess of the expenses incurred shall be included in Operating Expenses in the Expense Year such expenses are paid. Notwithstanding the foregoing, Landlord shall, for each tax fiscal year during the Lease Term, apply for a Proposition 8 reduction in real property taxes and shall use commercially reasonable efforts to obtain as high a Proposition 8 reduction as is possible with respect to each such tax fiscal year. Tax refunds shall be deducted from Tax Expenses in the applicable Expense Year. All special assessments which may be paid in

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installments shall be paid by Landlord in the maximum number of installments permitted by law and not included in Tax Expenses except in the year in which the assessment is actually paid; provided, however, that if the prevailing practice in Comparable Buildings is to pay such assessments on an early basis, and Landlord pays the same on such basis, such assessments shall be included in Tax Expenses in the year paid by Landlord.

               4.2.4.3 Notwithstanding anything to the contrary contained in this Section 4.2.4 (except as set forth in Section 4.2.4.1 or levied in whole or part in lieu of Tax Expenses), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, (iii) any items paid by Tenant under Section 4.5 of this Lease, (iv) any tax penalties, and (v) any amounts payable directly by Tenant or other tenants.

          4.2.5 Additional Limitations on Direct Expenses. Notwithstanding anything contained in this Article 4 to the contrary, in no event shall the aggregate amount of (i) the Community Facilities District (Mello-Roos) special tax applicable to Phase I of the Project (i.e., Building 1 and Building 2) which is included in Direct Expenses, and (ii) the “Additional Capped Expenses,” as that term is defined, below, exceed (a) for the calendar year 2003, $534,092.36, and (b) for any subsequent year, one hundred four percent (104%) of the amount charged in the preceding year, calculated on a cumulative and compounded basis. For purposes of this Lease, “Additional Capped Expenses” shall mean any expenses charged by the master association applicable to the Project (excluding methane related expenses) and/or the following expenses charged under any other existing recorded document: (a) computer intranet, (b) landscape maintenance (re Fountain Park), (c) North Jefferson Entry Monument Reserve, (d) wetlands conservancy, (e) the Transportation Management Association, and (f) the cost of the pipeline to the “West Basin Reclamation Project”, if any.

          4.2.6 “Tenant’s Share”, with respect to each Tranche of the Premises and with respect to the entire Premises, shall mean the percentages set forth in Section 9 of the Summary. Tenant’s Share was calculated by multiplying the number of rentable square feet of the Premises by 100 and dividing the product by the total rentable square feet in the Buildings.

     4.3 Calculation and Payment of Additional Rent.

          4.3.1 Statement of Actual Direct Expenses and Payment by Tenant. As soon as reasonably possible following the end of each Expense Year, Landlord shall give to Tenant a statement (the “Statement”), which Statement shall state, on a line-item by line-item basis, the Direct Expenses incurred or accrued for such preceding Expense Year. Upon receipt of the Statement for each Expense Year ending during the Lease Term, Tenant shall pay, within thirty (30) days after receipt of such Statement, Tenant’s Share of Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Expenses,” as that term is defined in Section 4.3.2, below. In the event the Statement indicates that the amounts paid by Tenant for such Expense Year as Estimated Expenses is in excess of Tenant’s Share of Direct Expenses for such Expense Year, Landlord shall pay to Tenant such overpayment within thirty (30) days after Landlord’s calculation of the Statement. The failure of

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Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord (provided that in the event that such failure continues for a period of six (6) months following receipt of Notice from Tenant, Tenant may elect to seek specific performance) or Tenant from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Share of the Direct Expenses for the Expense Year in which this Lease terminates, taking into consideration that the Lease Expiration Date may have occurred prior to the final day of the applicable Expense Year, Tenant shall pay to Landlord or Landlord shall pay to Tenant (in the event of an overpayment by Tenant of Tenant’s Share of Direct Expenses) an amount as calculated pursuant to the provisions of Section 4.3.1 of this Lease within thirty (30) days of Tenant’s receipt of an invoice therefor from Landlord or Landlord’s calculation, as applicable. The provisions of this Section 4.3.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant’s Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable Expense Year or the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant’s Share of Direct Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year (provided that Landlord delivers Tenant a bill (a “Supplemental Statement”) for such amounts within two (2) years following Landlord’s receipt of the bill therefor).

          4.3.2 Statement of Estimated Direct Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall, on a line-item by line-item basis, set forth Landlord’s reasonable and good faith estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be (“Estimated Expenses”), which Estimate Statement may be revised and reissued by Landlord from time to time. Landlord shall use commercially reasonable efforts to provide an Estimate Statement to Tenant for each calendar year by May 1 of such calendar year. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect Estimated Expenses under this Article 4 (provided that in the event that such failure continues for a period of three (3) months following receipt of Notice from Tenant, Tenant may elect to seek specific performance), nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Expenses theretofore delivered to the extent necessary; provided however, any such subsequent revision shall set forth on a reasonably specific basis any particular expense increase; provided further, however, that notwithstanding anything to the contrary contained in this Section 4.3.2, Tenant shall not be responsible for Tenant’s Share of any Estimated Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable Expense Year or the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant’s Share of Estimated Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year (provided that Landlord delivers Tenant a Supplemental Statement for such amounts within two (2) years following Landlord’s receipt of the bill therefor). Tenant shall pay, within thirty (30) days after receipt of such Estimate Statement, a fraction of the Estimated Expenses (or the increase in the Estimated Expenses if pursuant to a revised Estimate Statement) for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.3.2). Such fraction

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shall have as its numerator the number of months which have elapsed in such current Expense Year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

          4.3.3 Reviewed Expenses/Base Rent Adjustment.

               4.3.3.1 Calculation. Landlord shall deliver a statement (the “Reviewed Expense Statement”) of Operating Expenses within one hundred fifty (150) days following the expiration of the first Lease Year which shall indicate (i) the amount of “Protected Expenses,” as that term is defined, below, included in Direct Expenses for the first Lease Year calculated in accordance with the terms of this Lease, (ii) the amount of the management fee included in Direct Expenses for the first Lease Year calculated in accordance with the terms of this Lease grossed up to reflect full occupancy of the Premises with Tenant paying Base Rent at $17.40 per rentable square foot and with Tenant paying parking charges for all parking passes in the Maximum Parking Allotment (i.e., four (4) passes for each 1,000 usable square feet of the entire Premises), and (iii) the amount of cleaning expenses (i.e., the sum of the cleaning contract, cleaning supplies and rubbish removal) included in Direct Expenses for the first Lease Year, grossed up to reflect full occupancy of the Premises (collectively, the “Reviewed Expenses”). In the event that the Reviewed Expenses per rentable square foot of the Project exceed $9.36 (the “Reviewed Expenses Threshold”), then the annual Base Rent per rentable square foot due under this Lease for each Tranche shall be retroactively and prospectively decreased for each Lease Year during the Lease Term for all Tranches by the amount of such excess. Similarly, in the event that the Reviewed Expenses Threshold exceeds the Reviewed Expenses per rentable square foot of the Project, then the annual Base Rent per rentable square foot due under this Lease shall be retroactively and prospectively increased for each Lease Year during the Lease Term for all Tranches by the amount of such excess. In the event that the Base Rent shall be subject to modification pursuant to the terms of this Lease, the parties shall execute an amendment hereto reflecting the same. For purposes of this Section 4.3.3, “Protected Expenses,” shall mean administrative expenses (which shall include only administrative payroll (including management staff), communications expenses and office equipment/supplies), non-capitalized elevator expenses (i.e., the cost of the elevator maintenance contract), security expenses (which shall include only one officer, twenty-four hours a day, seven (7) days a week and the City of LA Regulation 4 inspection costs, and fire alarm panel monitoring), parking expenses (i.e., the cost of the Base Parking Personnel and operational parking expenses), insurance expenses, and Tax Expenses (inclusive of any reduction resulting from a Proposition 8 reduction).

               4.3.3.2 Estimated Reviewed Expenses/Supplemental Reviewed Expenses Statement. Landlord and Tenant hereby acknowledge and agree that the initial Reviewed Expenses Statement (i) may contain Landlord’s reasonable estimates of any components of Reviewed Expenses which cannot, as of the date of delivery of such statement, be finally determined (and the parties shall nevertheless make adjustments to the Base Rent set forth in this Lease in accordance with the terms hereof), and (ii) at such time as any such components of Reviewed Expenses which could not, as of the date of the Landlord’s delivery of the initial Reviewed Expenses Statement, be finally determined, are finally determined, Landlord shall deliver a supplemental Reviewed Expenses Statement (and the parties shall make such further

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adjustments to Base Rent in accordance with the terms of this Section 4.3.3 as may be required). Any amounts which may be due based upon the Base Rent already paid by Tenant as of the date of Landlord’s delivery of the initial Reviewed Expenses Statement or the supplemental Reviewed Expenses Statement, as the case may be, shall, in the case of amounts due Tenant, be credited against the next Base Rent due from Tenant, and in the case of amounts due Landlord, be paid to Landlord within thirty (30) days following receipt by Tenant of the applicable statement. Any modification of the Base Rent in accordance with the terms hereof shall, following such determination, be incorporated into an amendment to this Lease.

     4.4 Allocation of Direct Expenses.

          4.4.1 Prior to Commencement of Construction of Building 3. Prior to the date, if applicable, that Landlord commences construction of Building 3, Landlord and Tenant hereby acknowledge and agree that (i) so long as the Landlord under this Lease owns Building 3, Direct Expenses under this Lease shall include, without limitation, all insurance costs attributable to Building 3, and (ii) Building 3 and a portion of the Project (including the Field) are on a single tax parcel and that the Tax Expenses shall be reasonably and equitably allocated by Landlord between the Project and Building 3 on a square footage of land basis.

          4.4.2 After Building 3 Commencement of Construction. At all times following the date Landlord commences construction of Building 3, Tax Expenses and insurance costs shall to the extent incurred or billed on a shared basis for the Project (or a portion thereof) and Building 3 be allocated by Landlord to the Project and Building 3 based upon on an equitable and reasonable determination of the land and improvement value of the Project and Building 3, respectively; provided however, that insurance and Tax Expenses associated with the “New Parking Garage,” as that term is defined in Section 28.2 of this Lease, as well as other Direct Expenses associated with the New Parking Garage, shall be equitably and reasonably allocated by Landlord to the Project and Building 3 based upon the number of parking passes in the New Parking by Landlord Garage made available to the Project and Building 3, respectively.

          4.4.3 Other Terms. During the construction of Building 3, Landlord hereby acknowledges and agrees that any costs incurred by Landlord in connection with such construction (including, without limitation, increased utilities and insurance costs) shall be excluded from Direct Expenses under this Lease. Except as otherwise set forth in this Section 4.4, Direct Expenses under this Lease shall include no Direct Expenses associated with Building 3.

     4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord, as Additional Rent, upon demand for any and all taxes required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

          4.5.1 Said taxes are measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, trade fixtures and other personal property located in the

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Premises, or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant;

          4.5.2 Said taxes are assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion of the Project (including, but not limited to, the Project parking facility); or

          4.5.3 Said taxes are assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

     4.6 Landlord’s Books and Records. Within two (2) years after Tenant’s receipt of a Statement or Supplemental Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, an employee of Tenant or an independent certified public accountant (which accountant is not working on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and during reasonable times and at Tenant’s sole cost and expense (except as otherwise provided below), inspect and copy Landlord’s accounting records with respect to the Expense Year covered by such Statement or Supplemental Statement at Landlord’s offices in Los Angeles County, California, provided that Tenant is not then in Monetary Default under this Lease and Tenant has paid all amounts required to be paid under the applicable Statement or Supplemental Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, which rules and procedures shall be reasonably consistent with industry rules and procedures. As a condition precedent to any such inspection, Tenant shall deliver to Landlord a copy of Tenant’s written agreement with Tenant’s accountant performing the inspection which states, among other things, that (i) Landlord is an intended third-party beneficiary of the agreement and (ii) the accountant performing the inspection shall maintain all information contained in Landlord’s records in strict confidence. Tenant also agrees to maintain all information contained in Landlord’s records in strict confidence. Landlord shall provide Tenant with reasonable accommodations for such review and reasonable use of available office equipment, but may charge Tenant for telephone calls at Landlord’s actual cost. The results of any such inspection shall be provided to Landlord within sixty (60) days after such inspection is performed. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within two (2) years of Tenant’s receipt of such Statement or Supplemental Statement, as the case may be, shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement or Supplemental Statement, as the case may be. In connection with the review, Landlord shall furnish Tenant with such supporting documentation relating to the subject Statement as Tenant may reasonably request. If, after such inspection of Landlord’s records, Tenant disputes the amount of Direct Expenses for the Expense Year to which such Statement or Supplemental Statement relates, Landlord and Tenant shall meet and attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute, then Tenant shall have the right to submit the dispute to arbitration pursuant to Section 29.29, below, and the proper amount of the disputed items shall be determined by the “Arbitrator,” as that term is defined in Section 29.29, below. The decision of the Arbitrator, including any “Arbitration Award,” as that term is defined in Section 29.29.3.2, below, shall be delivered simultaneously to Landlord and Tenant, and shall be final and binding upon Landlord and

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Tenant. If the Arbitrator determines that the amount of Direct Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the decision of the Arbitrator. All costs and expenses of Tenant’s accountant and the arbitration shall be paid by Tenant unless the final determination in such arbitration is that Landlord overstated Direct Expenses for the applicable Expense Year by more than six percent (6%) of the originally reported Direct Expenses, in which case Landlord shall pay all actual, documented and reasonable costs and expenses of the accountant and the arbitration. Landlord shall be required to maintain records of all Direct Expenses set forth in each Statement delivered to Tenant for the entirety of the two (2)-year period following Landlord’s delivery of any Statement or Supplemental Statement. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period (in accordance with the terms hereof), the correctness of any Statement or Supplemental Statement delivered by Landlord to Tenant. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant; provided however, in no event shall the foregoing constitute a waiver by Tenant of any rights to pursue any fraud or similar claims against Landlord pertaining to Direct Expenses to the extent allowable under Applicable Laws.

     4.7 Tenant’s Right to Contest Tax Expenses. After reasonable written request (the “Tax Notice”) delivered to Landlord by Tenant in good faith, Landlord shall at Landlord’s option, either (i) diligently pursue reasonable claims for reductions in the Tax Expenses of either or both Buildings, and the part of the Project which contains the same, in which event Landlord shall provide Tenant with detailed information as to how Landlord will pursue such claims, or (ii) allow Tenant to pursue such claims with Landlord’s concurrence, in the name of Landlord. If Landlord agrees to pursue such claims or concurs in the decision to pursue such claims but elects to have them pursued by Tenant, the reasonable cost of such proceedings shall be paid by Landlord and included in Tax Expenses in the Expense Year such expenses are paid.

     4.8 Tenant’s Payment of Certain Tax Expenses. Notwithstanding anything to the contrary contained in this Lease, in the event that, at any time during the initial Lease Term, any sale, refinancing, or change in ownership of any of the Buildings or the Project is consummated (in any event, a “Sale”), and as a result thereof, and to the extent that in connection therewith, any of the Buildings or the Project is reassessed (the “Reassessment”) for real estate tax purposes by the appropriate governmental authority pursuant to the terms of Proposition 13, then the terms, covenants and conditions of this Section 4.8 shall apply to such Reassessment of the Building(s) or Project.

          4.8.1 The Tax Increase. For purposes of this Article 4, the term “Tax Increase” shall mean that portion of the Tax Expenses, as calculated immediately following the Reassessment, which is attributable solely to the Reassessment. Accordingly, the term Tax Increase shall not include any portion of the Tax Expenses, as calculated immediately following the Reassessment, which (i) is attributable to the initial assessment of the value of the Project, the base, shell and core of the Buildings or the tenant improvements located in the Buildings; (ii) is attributable to assessments which were pending immediately prior to the Reassessment which assessments were conducted during, and included in, such Reassessment, or which assessments

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were otherwise rendered unnecessary following the Reassessment; or (iii) is attributable to the annual inflationary increase of real estate taxes, but not in excess of two percent (2.0%) per annum.

          4.8.2 Protection. During the initial Lease Term, Tenant shall not be obligated to pay any portion of any Tax Increase in connection with a Reassessment which occurs as a result of (i) any sale(s) or partial sale(s) (or organizational changes which causes a reassessment) to a “Landlord Affiliate,” as that term is defined below and (ii) the first (1st) sale of the Project to a non-Landlord Affiliate. For purposes herein, the term “Landlord Affiliate” shall mean (I)(a) CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, (b) McGuire Partners SCS, Inc., a Delaware corporation, (c) McGuire Partners-PV Investor Partnership, L.P., California limited partnership, (d) Maguire Properties Inc., a Maryland corporation, and (e) Equity Office Properties Trust, a Maryland real estate investment trust, and (e) Maguire Partners Ltd., a California limited partnership (each of (I)(a)-(e), a “Landlord Member”), or (II) an entity which is controlled by, controls or is under common control with Landlord or any Landlord Member, or (III) an entity which merges with or acquires or is acquired by Landlord or Landlord Member or a parent, subsidiary or member of Landlord or any Landlord Member, or (IV) a transferee of substantially all of the assets or stock of Landlord or any Landlord Member.

          4.8.3 Landlord’s Right to Purchase the Proposition 13 Protection Amount Attributable to a Particular Reassessment. The amount of Tax Expenses which Tenant is not obligated to pay or will not be obligated to pay during the initial Lease Term in connection with a particular Reassessment pursuant to the terms, covenants and conditions of this Section 4.8, shall be sometimes referred to hereafter as a “Proposition 13 Protection Amount.” If the occurrence of a Reassessment is reasonably foreseeable by Landlord and the Proposition 13 Protection Amount attributable to such Reassessment can be reasonably quantified or estimated for each Lease Year commencing with the Lease Year in which the Reassessment will occur, the terms, covenants and conditions of this Section 4.8.3 shall apply to each such Reassessment. Upon Notice to Tenant, Landlord shall have the right to purchase the Proposition 13 Protection Amount relating to the applicable Reassessment (the “Applicable Reassessment”), at any time during the Lease Term, by paying to Tenant an amount equal to the “Proposition 13 Purchase Price,” as that term is defined in this Section 4.8.3 of this Lease, provided that the right of any successor of Landlord to exercise its right of repurchase hereunder shall not apply to any Reassessment which results from the event pursuant to which such successor of Landlord became the Landlord under this Lease. As used herein, “Proposition 13 Purchase Price” shall mean the present value of the Proposition 13 Protection Amount remaining during the Lease Term, as of the date of payment of the Proposition 13 Purchase Price by Landlord. Such present value shall be calculated (i) by using the portion of the Proposition 13 Protection Amount attributable to each remaining Lease Year (as though the portion of such Proposition 13 Protection Amount benefited Tenant at the end of each Lease Year), as the amounts to be discounted, and (ii) by using discount rates for each amount to be discounted equal to (A) the average rates of yield for United States Treasury Obligations with maturity dates as close as reasonably possible to the end of each Lease Year during which the portions of the Proposition 13 Protection Amount would have benefited Tenant, which rates shall be those in effect as of Landlord’s exercise of its right to purchase, as set forth in this Section 4.8.3, plus (B) one percent (1%) per annum. Upon such payment of the Proposition 13 Purchase Price, the

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provisions of Section 4.8.2 of this Lease shall not apply to any Tax Increase attributable to the Applicable Reassessment. Since Landlord is estimating the Proposition 13 Purchase Price because a Reassessment has not yet occurred, then when such Reassessment occurs, if Landlord has underestimated the Proposition 13 Purchase Price, then upon Notice by Landlord to Tenant, Tenant’s Rent next due shall be credited with the amount of such underestimation, and if Landlord overestimates the Proposition 13 Purchase Price, then upon Notice by Landlord to Tenant, Rent next due shall be increased by the amount of the overestimation. Any dispute between the parties with respect to Landlord’s estimation of the Proposition 13 Purchase Price shall be resolved by arbitration pursuant to, and in accordance with, Section 29.29 hereof.

ARTICLE 5

USE OF PREMISES

     Tenant shall use the Premises solely for the “Permitted Use,” as that term is defined in Section 13 of the Summary, and Tenant shall not use or permit the Premises to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) schools or other training facilities which are not ancillary to corporate, executive or professional office use (other than exclusively for Tenant’s employees); (ii) retail (except on-line retail and purchases by employees and/or invitees of Tenant from Tenant’s company store) or restaurant uses (other than exclusively for Tenant’s employees); and (iii) communications firms such as radio and/or television stations. Notwithstanding the foregoing, Tenant shall have the right, subject to compliance with all applicable provisions of this Lease, to use the Premises or portions thereof for the following specific purposes: (A) kitchens, pantries and dining rooms for the feeding of employees and guests of Tenant; (B) recreation rooms for employees of Tenant; (C) vending machines and snack bars for the sale of food, confections, nonalcoholic beverages, newspapers and other convenience items to employees of Tenant and sales of Tenant’s products and promotional items to Tenant’s employees and/or invitees at Tenant’s company store; (D) business and mailroom machines, equipment for printing, producing and reproducing forms, circulars and other materials used in connection with the conduct of Tenant’s business; (E) libraries for employees of Tenant; (F) computer and other electronic data processing; (G) boardrooms and conference rooms; (H) training and testing rooms for employees and customers of Tenant; (I) facilities for storage of equipment and supplies in connection with the foregoing; (J) safe and vault areas; (K) art studio; (L) post production facilities and equipment; and (M) an audio-visual studio/stage and other video and filming activities. Notwithstanding the foregoing, in no event shall any of the uses set forth in items (A) through (M), above, or any non-general office component of the Permitted Use, as set forth in Section 13 of the Summary, cause odors, sounds, sound-related vibrations or other odors, noise or vibrations to be smelled, heard or felt from outside the Project in excess of the level of odors, noise and vibrations caused by typical general office use. Tenant, at its expense, shall procure and at all times maintain and comply with the terms and conditions of all licenses and permits required for the lawful conduct of the Permitted Use in the Premises. Landlord agrees to reasonably cooperate with Tenant, at no cost or expense to Landlord, in procuring and maintaining any such licenses and permits. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the Rules and Regulations, or in violation of the

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laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project; provided, however, the cost of such compliance shall be governed by Articles 4 and 24 of this Lease. Tenant shall faithfully observe and comply with the Rules and Regulations set forth in Exhibit B attached hereto. Subject to this Article 5 and any covenants, representations and warranties of Landlord contained herein, Tenant shall comply with, and this Lease shall be subject to, all recorded covenants, conditions, and restrictions, declarations, development agreements, easements, operating agreements or other instruments (including any amendments and modifications to any such instruments) now or hereafter affecting the Project, if any (collectively, the “Underlying Documents”). Following Notice to Tenant, Tenant agrees that Landlord may, without Tenant’s prior consent, create any Underlying Documents and/or modify the terms of the Underlying Documents without affecting Tenant’s subordination of this Lease thereto, so long as such creations or modifications do not materially, adversely affect Tenant’s rights under this Lease (including Tenant’s Permitted Use, Exterior Signage and Tenant access to or use of the Premises, Common Areas, Field, Special Use Areas and the Project parking facility) or adversely affect, or monetarily increase, in a material manner, Tenant’s obligations thereunder or hereunder or changes the character of the Project to something other than a first-class development. Tenant hereby acknowledges and agrees that the foregoing may include, without limitation, the creation of covenants, conditions and restrictions which address rights and obligations set forth in this Lease which apply to both “Phase I” (i.e., Building 1 and Building 2) and “Phase II” (i.e., the Field and the Building 3 site), including, without limitation, the parties rights and obligations under Articles 21 and 28 and the allocations of costs under Article 4. Landlord may otherwise create any Underlying Documents and/or modify the Underlying Documents only with Tenant’s prior written consent, in Tenant’s sole discretion, which shall be granted or denied by Tenant within thirty (30) days following Landlord’s delivery of such request to Tenant. To the extent the Underlying Documents are so created or amended pursuant to the terms of either of the foregoing two (2) sentences, Tenant, upon request by Landlord, will execute an agreement substantially in the form of Exhibit K, attached hereto and incorporated herein by this reference, evidencing Tenant’s subordination to any such amendment or newly created document within thirty (30) business days following request by Landlord. Appropriate modifications shall be made to Exhibit K when the same is to be utilized for a newly created document. Tenant shall not use or allow another person or entity to use any part of the Premises for the storage, use, treatment, manufacture or sale of hazardous materials or substances as defined pursuant to any applicable federal, state or local governmental or quasi-governmental law, code, ordinance, rule, or regulation. Landlord acknowledges, however, that Tenant will maintain products in the Premises which are incidental to the operation of its offices for the Permitted Use, such as photocopy supplies, secretarial supplies and limited janitorial supplies, which products contain chemicals which are categorized as hazardous materials. Landlord agrees that the use of such products in the Premises in compliance with all Applicable Laws and in the manner in which such products are designed to be used shall not be a violation by Tenant of this Article 5.

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ARTICLE 6

SERVICES AND UTILITIES

     6.1 Standard Tenant Services. Landlord shall provide the following services at all times and on all days during the Lease Term, unless otherwise stated below:

          6.1.1 Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide as part of normal Operating Expenses heating, ventilation and air conditioning (“HVAC”) as and when required by Tenant for normal comfort for normal office use in the Premises. The Building’s HVAC system is designed to perform in accordance with the specifications set forth on Exhibit M, attached hereto. Landlord shall use commercially reasonable efforts (which may include the requirement that Landlord expend money) to cause the HVAC system to materially perform in accordance with such design specifications. Tenant shall designate to Landlord (or through independent control systems) the number and timing of hours Tenant desires HVAC for each weekday and each weekend day (the “Tenant Designated HVAC Hours”), and Landlord shall provide HVAC during the Tenant Designated HVAC Hours. Landlord shall also cause the HVAC and indoor air quality of the Buildings’ Common Areas and the Premises to materially comply with for the entire Lease Term and any periods of occupancy of the Premises or any part thereof by Tenant prior to the Lease Commencement Date, the standards set forth in Standard 62-1989 for office occupancy (“Ventilation for Acceptable Indoor Air Quality”), including both the requirements of the Ventilation Rate Procedure and Indoor Air Quality Procedure and the maintenance requirements, recommendations and guidelines contained therein, promulgated by the American Society of Heating, Refrigerating and Air Conditioning Engineers (“ASHRAE”) (collectively, the “Indoor Air Quality Standard”); provided, however, notwithstanding the foregoing, such obligations of Landlord shall not apply to conditions caused by Tenant’s use or improvements (other than general office improvements) to the Premises or any act or omission of Tenant or Tenant’s Parties. In the event the indoor air quality delivered to the Premises or the Buildings’ Common Areas by the HVAC system (excluding any air delivered by any supplemental system installed by Tenant) does not meet the Indoor Air Quality Standard as a result of a condition not caused by Tenant’s use of the Premises (for non-general office use) or any act or omission of Tenant or Tenant’s Parties, such condition shall be referred to as a “Sick Building,” and in addition to any other obligations or liabilities of Landlord and rights and remedies of Tenant with respect thereto, the terms of Section 7.2 shall apply. For purposes of this Lease, “Business Hours” of the Buildings shall be Monday through Friday, during the period from 8:00 a.m. to 6:00 p.m., and on Saturdays during the period from 9:00 a.m. to 1:00 p.m. (collectively, the “Building Hours”), except for Sundays and New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (collectively, the “Holidays”).

          6.1.2 Tenant shall bear the cost of replacement of all lamps, starters and ballasts for lighting fixtures within the Premises. Landlord and Tenant shall cause all charges for electricity used within the Project to be billed directly to Tenant by the electricity supplier, which shall be selected by Landlord; provided, however, that in the event that Landlord is not an “EOP Affiliate,” as that term is defined, below, Landlord shall use commercially reasonable efforts to select an electrical utility supplier that is providing electricity at substantially competitive rates. Tenant will pay all service establishment fees (except for the initial service establishment fees for

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the Buildings which shall be paid at Landlord’s sole cost and expense), other service fees which may be imposed by the supplier in conjunction with its service to Tenant, and all charges for electric current used within the Project. Tenant shall make all such payments directly to such electricity supplier as and when bills are rendered. Should Tenant fail to pay such amounts within five (5) business days after written notice from the electricity supplier and/or Landlord, as the case may be that such amounts are past due, Landlord shall have the right to pay same on Tenant’s behalf and Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in conjunction with such payment within thirty (30) days after demand therefor. All such costs and expenses incurred by Landlord on Tenant’s behalf shall be deemed Additional Rent payable by Tenant and collectible by Landlord as such. All electricity and other utility charges to the extent paid directly by Tenant shall be excluded from Operating Expenses. Throughout the Lease Term, Landlord, at Tenant’s expense, shall keep –all electricity meters and appurtenant equipment in good working order and condition, and shall repair and if necessary, replace same at Tenant’s sole cost and expense. At no time shall use of electricity in the Premises exceed the capacity of existing feeders and risers to or wiring in the Premises. Notwithstanding the foregoing, Landlord shall bear the cost of the equipment capable of providing up to 1.5 watts per rentable square foot demand load for lighting and 5.3 watts per rentable square foot demand load for convenience power/equipment in Building 1 and 2.7 watts per rentable square foot demand load for lighting and 6.5 watts per rentable square foot demand load for convenience power/equipment in Building 2. The foregoing electrical capacity is (A) exclusive of electricity utilized by base building equipment such as the Building HVAC system and Building elevators, and (B) applicable to the entirety of the Premises located in each Building (and not applicable solely on a floor-by-floor basis). Notwithstanding anything contained herein to the contrary, Tenant shall bear the expense of horizontally distributing such electricity to the Premises. Any risers or wiring to meet Tenant’s excess electrical requirements shall, upon Tenant’s written request, be installed by Landlord, at Tenant’s sole cost, if, in Landlord’s reasonable judgment, the same shall not (i) cause permanent damage or injury to the Project, the Buildings or the Premises, (ii) cause or create a dangerous or hazardous condition, (iii) entail excessive or unreasonable alterations, repairs or expenses, or (iv) interfere with or disturb other tenants or occupants of the Buildings. For purposes of this Lease, an “EOP Affiliate” shall mean (I)(a) CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, (b) Equity Office Properties Trust, a Maryland real estate investment trust, (each of (I)(a) and (b), an “EOP Member”), or (II) an entity which is controlled by, controls or is under common control with Landlord or any EOP Member, or (III) an entity which merges with or acquires or is acquired by Landlord or EOP Member or a parent, subsidiary or member of Landlord or any EOP Member, or (IV) a transferee of substantially all of the assets or stock of Landlord or any EOP Member.

          6.1.3 Landlord shall, in compliance with all Applicable Laws, provide facilities for the provision of city water from the regular Building outlets and for cafeteria, gymnasium, kitchen, drinking, lavatory and toilet and other Permitted Use purposes.

          6.1.4 Landlord shall enter into a contract for the provision of janitorial services Monday through Friday, except for the dates of observation of the Holidays, in and about the Premises at a minimum materially consistent with the specifications set forth on Exhibit N, attached hereto, provided that Tenant shall designate the exact scope (and the timing) for the janitorial services for the Premises (but in no event shall such scope be less than that set

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forth on Exhibit N). Landlord hereby acknowledges that such scope may include, without limitation, the cleaning of Tenant’s gymnasium and cafeteria, and Landlord shall cause the janitorial services provider to materially comply with Tenant’s reasonably requested specifications at Tenant’s expense (at Landlord’s rates or at otherwise reasonably competitive rates). Landlord shall also provide window washing services in a manner consistent with the Comparable Buildings. All cleaning of the Premises shall be performed by Landlord’s cleaning contractor, as an Operating Expense, at rates which shall be reasonably competitive with rates of other cleaning contractors providing comparable services to Comparable Buildings. Landlord’s cleaning contractor and its employees shall have access to the Premises at such times as are reasonably selected by Tenant. Notwithstanding the foregoing, Tenant shall, upon providing Landlord with at least forty-five (45) days prior written notice, have the right to provide janitorial services which are in addition to the services provided by Landlord to the extent that Tenant’s janitors do not unreasonably interfere with the janitorial services provided by Landlord for the Project and subject to Landlord’s reasonable rules and regulations. Landlord also acknowledges and agrees that Tenant shall have the right to request that Landlord replace certain individual janitors providing janitorial services to the Premises with other janitors employed by Landlord, which request Landlord shall use commercially reasonable efforts to accommodate.

          6.1.5 Landlord shall provide nonexclusive automatic elevator service at all times.

          6.1.6 Landlord shall enter into a contract for the provision of access control, security and supervision services for the Project in accordance with commercially reasonable specifications designated by Tenant (but in no event shall be the Project’s security consist of less than one security officer per eight (8) hour shift, twenty-four (24) hours a day, seven (7) days a week). Additionally, Landlord shall, at Landlord’s expense, using Project standard materials, guidelines, specifications and procedures, install a monitored card or key system serving the Project, Project parking facilities, the “Fence,” as that term is defined in Section 2.1.2 of the Tenant Work Letter, and the Project elevators (the “Card Key System”), which Card Key System shall control access to the Project entrances and have elevator lock-off capability at all times, subject to governmental laws, rules and regulations, and Force Majeure. The Fence shall at all times be maintained at the Project and access through the Fence shall be permitted only by the Card Key System. In addition, following reasonable prior notice to Landlord, Landlord shall have available, after Building Hours, an access control person (who may be a “rover”) to escort employees and invitees of Tenant from the Buildings to the Project parking facility, and such escort service shall be based on the availability of such person (provided that Landlord shall use commercially reasonable efforts to make such person available). Although Landlord agrees to provide such security personnel, neither Landlord nor the “Landlord Parties,” as that term is defined in Section 10.1 of this Lease, shall, except as provided in Section 10.1, be liable for, and Landlord and the Landlord Parties are hereby released from any responsibility for any damage either to person or property sustained by Tenant incurred in connection with or arising from, any acts or omissions of such security personnel, provided that Landlord shall remain liable, to the extent consistent with Applicable Law, for personal injury and property damage to the extent caused by the negligence or willful misconduct of Landlord’s security personnel. Landlord shall allow Tenant to install, at its own expense, its own security system in the Premises and Project, including, subject to Landlord’s reasonable security procedures, employing security personnel reasonably approved by Landlord; provided, however that Tenant shall coordinate the

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installation and operation of such security system with Landlord to assure that Tenant’s security system is compatible with Landlord’s security system; provided, further, that no Design Problem exists; provided, however, that Landlord and Tenant acknowledge and agree that nothing contained in this Section 6.1.6 shall be construed to limit the rights of Landlord under Article 27 of this Lease. In connection with Tenant’s installation of Tenant’s security system, Tenant shall provide to Landlord, commencing with the installation of Tenant’s security system in the Premises, the telephone number(s) of an authorized representative of Tenant to whom Landlord shall give reasonable prior notice (as reasonably determined by Landlord under the circumstances, but in no event less than forty-eight (48) hours prior written notice, unless in an emergency in which Landlord believes that life, property, safety, or security is in jeopardy) in the event Landlord must enter the Premises pursuant to Article 27 hereof, but in no event shall Landlord, following Landlord’s provision of such reasonable notice to Tenant’s authorized representative, be obligated to delay Landlord’s entry into the Premises or to monitor or otherwise operate Tenant’s security system while inside the Premises.

          6.1.7 Tenant shall be permitted, at its sole cost and expense, to contract with any telecommunications provider of its choice; provided, however, such telecommunications provider shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, further, subject to the terms of this Lease, and subject to the reasonable rules and regulations of Landlord, Landlord shall provide Tenant’s telecommunications provider(s) access to the Building’s risers and rooftop, for the purpose of installing any necessary cabling and equipment in accordance with plans and specifications approved in writing, in advance, by Landlord, which approval shall not be unreasonably withheld or conditioned and shall be granted or denied within ten (10) business days.

          6.1.8 Tenant shall be permitted to use the existing bicycle racks located in the Project parking facility for Tenant’s employee’s bicycles.

          6.1.9 Landlord shall provide a commercially reasonable system pursuant to which Tenant, in the event of an emergency, may promptly contact the Project manager and Project engineer or their equivalent twenty-four (24) hours a day seven (7) days a week (whether or not within Building Hours).

          6.1.10 Subject to the remaining terms of this Lease, Tenant shall have the right, at Tenant’s sole cost and expense, to bring to the Project such fiber optic cabling as Tenant shall desire. Landlord shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in connection with Tenant’s securing access to the fiber optic cabling of Tenant’s choice (including to the extent reasonably possible and without material adverse effect upon Landlord, at Tenant’s sole cost and expense, utilizing Landlord’s existing easements and/or seeking (or cooperating with Tenant to obtain) new easements over adjacent properties).

          6.1.11 Tenant shall have the right to contract with any internet service provided desired by Tenant (at Tenant’s sole cost and expense).

     Notwithstanding anything in this Section 6.1 to the contrary, Landlord acknowledges and agrees that Landlord will not add any new categories of services (beyond those set forth above and except to the extent relating to security, safety, compliance with Applicable Laws, and/or

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Landlord’s obligations pursuant to the terms of this Lease) to the Building without Tenant’s prior written consent, which consent may be withheld in Tenant’s sole discretion unless such withholding of consent would cause a Design Problem. Notwithstanding anything to the contrary contained in this Lease, including without limitation, Articles 4 and 6, Tenant may, at any time and from time to time, upon thirty (30) days prior written notice to Landlord, elect to perform or provide all or some of the following services for the Buildings in lieu of Landlord providing the same: day porter, handyman, non-Building System engineer, locksmith and the purchase and provisions of materials and supplies for all or any of the same; provided, however, that all such other personnel shall abide by Landlord’s reasonable rules, regulations and procedures; provided further, however, that to the extent Tenant elects to provide any such items in lieu of having the Landlord supply the same, then (i) such services shall be provided by Tenant in a first-class manner (in a manner comparable to the provision of such services by the landlords of Comparable Buildings), and (ii) the cost and expense of such items shall not be included in Operating Expenses except to the extent Landlord incurs costs with respect to such items for the Common Areas.

     6.2 Actual Cost. Landlord shall supply all utilities and services to be supplied to Tenant under this Lease at Actual Cost to Tenant. If Tenant uses water or electricity or other services or utilities supplied by Landlord pursuant to this Lease, whether or not included in Operating Expenses, Tenant shall pay to Landlord the Actual Cost of such consumption or services. “Actual Cost” shall be the actual cost charged by third party providers and/or the cost of installation, operation (but not including utility charges to the extent separately metered to the Premises and paid by Tenant), and maintenance of equipment which is installed in order to supply such consumption, without, however, any charge for profit, overhead or administration. Landlord, at its cost, may install devices to separately meter any such use. To the extent the salary of personnel providing services to Tenant is included in Operating Expenses, Actual Cost shall not include and Tenant shall not be required to pay an additional amount for use of such personnel (except to the extent such personnel is utilized by Tenant on an overtime basis). Tenant shall pay such cost directly to Landlord within thirty (30) days following receipt of a bill therefor to the extent not included within Operating Expenses. Amounts payable by Tenant to Landlord for such use of utilities and services shall be deemed Additional Rent hereunder.

     6.3 Interruption of Use. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent (except as provided in Section 19.5.2 of this Lease) or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Project after reasonable effort to do so, by any accident or casualty whatsoever, by act or Default of Tenant or other parties; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent (except as provided in Section 19.5.2 of this Lease) or performing any of its obligations under this Lease, provided, however, that Landlord shall use commercially reasonable and diligent efforts to restore such service to the extent the restoration of the same is not the obligation of Tenant, the utility company or other third party. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant’s business,

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including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6. Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions (“Voluntary Compliance”) without creating any liability of Landlord to Tenant under this Lease, provided that (i) the Premises are not thereby rendered untenantable, (ii) such controls or guidelines do not materially interfere with the conduct of Tenant’s Permitted Use from the Premises, Tenant’s Special Use Areas and the Common Areas, (iii) Landlord’s compliance with such controls or guidelines is generally consistent with the practice of landlords of Comparable Buildings and (iv) Tenant’s monetary obligations hereunder are not materially increased.

     6.4 Tenant HVAC System. Subject to the terms of the Tenant Work Letter or Article 8 of this Lease, as the case may be, Tenant, at its sole expense, may install supplemental HVAC systems in the Premises (the “Tenant HVAC System”). Tenant shall be responsible for the cost of all electricity utilized by the Tenant HVAC System. At Landlord’s sole option, which option shall be exercised at the time Landlord grants its consent to Tenant’s installation of the Tenant HVAC System so long as Tenant includes in its request for consent a “Removal Designation Reminder,” as that term is defined in Section 8.5 of this Lease, in the same manner as is required under Section 8.5 of this Lease, Tenant shall remove the Tenant HVAC System, and repair any damages to the Buildings caused by such removal, or leave same in the Premises, in which event the same shall become a part of the realty and belong to Landlord and shall be surrendered with the Premises upon the expiration or earlier termination of this Lease.

     6.5 HVAC Upgrade Costs. Within ninety (90) days prior to the expiration of the initial Lease Term, (i) Landlord and Tenant shall mutually and reasonably agree upon an engineer who is qualified to evaluate the condition of the HVAC systems and equipment servicing the Buildings which are normally considered part of a base building HVAC system (to the extent that any such systems and equipment are impacted by HVAC service utilized by Tenant, the “HVAC Units”) and associated modification and/or replacement costs (the “Neutral Engineer”), and (ii) the Neutral Engineer shall evaluate the HVAC Units. To the extent that the Neutral Engineer shall determine that the remaining useful life of the HVAC Units (maintaining a level of performance of such HVAC Units consistent with such units’ design specifications as stated in Section 15800 - Part 2.01 of the Project Manual for Water’s Edge - Volume 2 Revised 6/29/2001 and industry standards (the “HVAC Standards”)) shall be less than five (5) years from the expiration of the initial Lease Term as a result of excess Tenant use, Tenant shall pay to Landlord an amount equal to the cost (the “HVAC Upgrade Costs”) to modify or replace, as the case may be, such units in order to obtain a remaining useful live of five (5) years or more from the expiration of the initial Lease Term (with performance of such units consistent with the HVAC Standards), provided that to the extent that such modifications or replacements shall cause the HVAC Units to have in excess of a five (5) year remaining useful life from the expiration of the initial Lease Term (with performance of such units consistent with the HVAC Standards), Tenant shall only be required to pay to Landlord the product of (a) the HVAC Upgrade Costs, and (b) a fraction, the numerator of which equals the number of years which must be added to the current useful life in order to obtain a useful of life of five (5) years following the expiration of the initial Lease Term and the denominator of which equals the number of years remaining in the useful life of the HVAC Units as estimated by the Neutral

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Engineer following such modifications and/or replacements, as the case may be. Tenant shall pay amounts due hereunder to Landlord within thirty (30) days of the determination thereof. Notwithstanding anything contained herein to the contrary, in the event that, prior to the expiration of the initial Lease term, the HVAC Units require total or partial replacement or a capital improvement due to excess Tenant use, the parties shall retain a Neutral Engineer to assess the condition of the HVAC Units in accordance with the terms hereof, and Tenant shall be responsible for the costs incurred to cause the new or improved HVAC Units to have a remaining useful life (with performance of such units consistent with the HVAC Standards) of five (5) years beyond the expiration of the initial Lease Term and to the extent that such replacement or capital improvement shall cause the HVAC Units servicing the Building to have in excess of a five (5) year remaining useful life beyond the expiration of the initial Lease Term (with performance of such units consistent with the HVAC Standards), Tenant shall only be required to pay to Landlord a prorata portion thereof in a manner consistent with the terms set forth above.

ARTICLE 7

REPAIRS

     7.1 In General. Landlord shall operate and maintain in such condition and operating order (and shall keep in such repair and condition), in a manner substantially consistent with the maintenance and operational standards employed by landlords of Comparable Buildings, the structural and non-structural portions of the Project (but excluding non-structural portions of the Premises), including the Common Areas, foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, stairwells, escalators, elevator cabs, plazas, pavement, sidewalks, curbs, entrances, landscaping, art work, sculptures, base building men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems and other Building systems and equipment which were not constructed by Tenant Parties (collectively, the “Building Systems”) and otherwise operate the Project in a manner and condition materially comparable with the standards of operation as are generally customary for Comparable Buildings. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent required because of (i) Tenant’s use of the Premises for other than normal and customary business office operations, or (ii) the negligence or willful misconduct of Tenant or the Tenant Parties, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Except as provided as part of Landlord’s obligations set forth above or elsewhere in this Lease, Tenant shall, at Tenant’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements (including all Tenant Improvements and all Alterations) and fixtures, in good order, repair and first-class condition at all times during the Lease Term (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS exception). In addition, except as provided as part of Landlord’s repair obligations set forth above or elsewhere in this Lease, Tenant shall, at Tenant’s own expense but

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under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS exception); provided however, that, at Landlord’s option, but only if Tenant fails to make such repairs and replacements within thirty (30) days after Notice thereof from Landlord (or such sooner period of time in the case of an emergency or to otherwise to protect life and property), Landlord may, but need not, make such repairs and replacements and Tenant shall pay Landlord the cost thereof, sufficient to reimburse Landlord for all Actual Costs arising from Landlord’s involvement with such repairs and replacements to the extent not duplicative of Operating Expenses and to the extent the work is not performed by people whose salaries are paid out of Operating Expenses forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises (but except during emergencies, Landlord may not enter Secured Areas, as defined in Article 27 of this Lease) at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by Applicable Laws; provided, however, except for emergencies, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially or adversely interfere with Tenant’s use of, or ingress or egress to, the Premises and otherwise in accordance with Article 27. Except as otherwise expressly provided herein, Tenant hereby waives any and all rights under the benefits of Section 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

     7.2 Tenant’s Right to Make Repairs. Notwithstanding any of the terms and conditions set forth in this Lease to the contrary, if Tenant provides Notice to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance of the portions of the Buildings comprised of full floors which are included in the Premises, including the Building Structure and/or Building Systems on such floors, which event or circumstance with respect to the Building Structure or Building Systems materially or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time and to thereafter diligently proceed with such efforts to completion, given the circumstances, after the receipt of such Notice, but in any event not later than fifteen (15) days after receipt of such Notice in which to commence such corrective action (except in cases of emergency where Tenant’s conduct of Tenant’s Permitted Use is adversely and materially affected, in which case one (1) business day after receipt of such Notice or such later period of time as is reasonably necessary to commence such corrective action), then Tenant may proceed to take the required action upon delivery of an additional five (5) business days’ Notice to Landlord, except in the case of emergency where no additional notice shall be required, specifying that Tenant is taking such required action, and if such action was required under the provisions of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the Interest Rate. In the event Tenant takes such action for work that affects the Building Structure and/or the Building Systems, Tenant shall use only those contractors used by Landlord in the Buildings for work unless such contractors are unwilling or unable to perform such work at competitive

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market rates, or timely perform such work, in any such event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the provisions of this Section 7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the provisions of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent and the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 29.29 of this Lease. If Tenant prevails in the arbitration, the amount of the Arbitration Award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease if Landlord fails to pay such Arbitration Award within thirty (30) days after it is so awarded.

ARTICLE 8

ADDITIONS AND ALTERATIONS

     8.1 Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent but upon five (5) business days prior Notice to Landlord, to make non-structural additions and alterations which do not create a Design Problem (“Cosmetic Alterations”) to the Premises that do not (i) affect the exterior appearance of the subject Building or (ii) affect the Building Systems or the Building Structure. Tenant shall also have the right, without the necessity of obtaining the Landlord’s prior consent, to install phone, computer and telecommunications lines and cabling that do not affect the Base Building Systems and are located entirely within the Premises. Except in connection with Cosmetic Alterations made to the Premises, Tenant may make improvements, alterations, additions or changes to (A) the Premises, (B) the Building Structure or the Building Systems, or (C) to the Common Areas and the external portion of the Buildings, including, without limitation, the “Common Area Improvements,” as that term is defined in Section 2.1.2 of the Tenant Work Letter (collectively, the “Common Area Alterations”) (collectively, the “Alterations”) only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than ten (10) business days prior to the commencement thereof, and which consent or approval shall not be withheld, conditioned or delayed by Landlord, unless a Design Problem exists, provided that with respect to Common Area Alterations, Landlord’s consent shall be granted or denied in accordance with the procedure described with respect to Common Area Improvements, as set forth in Section 2.1.2 of the Tenant Work Letter. A “Design Problem” is defined as, and will be deemed to exist if such Alteration will (i) cause the exterior appearance of the Building or Project to be inconsistent with a first class office building project (giving due consideration to the fact that many other first class office projects do not maintain features such

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as the Field, the Patio, the Water Features, and other outdoor areas which are part of the Project); (ii) adversely or materially affect the Building Structure; (iii) adversely or materially affect the Building Systems; (iv) fail to comply with Applicable Laws; (v) conflict with the Underlying Documents (unless Tenant obtains a waiver thereof); (vi) materially affect the construction, customary operation (including, without limitation, typical ingress to and egress from Building 3 and the parking facilities servicing the same) or use of Building 3; or (vii) materially affect Landlord’s ability to comply with Landlord’s obligations under this Lease (including, without limitation, Article 28) or materially affect Landlord’s rights under this Lease. The construction of the Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8 (except as otherwise specifically set forth herein). Subject to the terms of Article 23 of this Lease, any Exterior Signage installed by Tenant shall comply with the provisions of this Article 8; provided, however, that item (i) in the definition of Design Problem set forth above shall be deemed replaced by the test set forth in Section 23.5 of this Lease as to “Objectionable Name.” Landlord’s failure to respond to Tenant’s notice within such ten (10) business days following Landlord’s receipt of Tenant’s Alterations request shall be deemed approval of the Alterations in question, provided that Tenant’s notice must state in bold face letters on the first page of such notice the following language: “IF LANDLORD FAILS TO RESPOND TO THIS LETTER WITHIN TEN (10) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THOSE CERTAIN ALTERATIONS DESCRIBED IN THIS LETTER SHALL BE DEEMED TO BE APPROVED BY LANDLORD.” Upon request, Tenant shall, subject to commercially reasonable limitations (including, without limitation, vis-à-vis quantity and location of spaces) receive, free of charge, unreserved parking passes (or parking validations in lieu of parking passes) in an amount reasonably determined by Landlord solely for the use by Tenant’s consultants, designers, architects, contractors, subcontractors, and agents (but not Tenant or its employees) during the construction of the Alterations.

     8.2 Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, reasonable requirements consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in any event be consistent with the terms and conditions of this Lease); provided, however, that in no event will Landlord require that the Original Tenant executing this Lease or an Affiliate Assignee provide a completion and/or performance bond in connection with any such Alterations; provided further, however, that Landlord may require any such bonds for any Alterations requested by any other of Original Tenant’s Transferees. If any Alterations will involve the use of or disturb any Hazardous Material existing in the Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such Hazardous Material; provided, however, if such Hazardous Material existed in the Premises prior to the Lease Commencement Date, and same was not put therein by Tenant, Landlord shall pay any incremental extra costs incurred by Tenant in connection with the Alteration resulting from the presence of the Hazardous Materials. Tenant shall construct such Alterations and perform such repairs (i) using contractors reasonably approved by Landlord; (ii) in conformance with any and Applicable Laws and pursuant to a valid building permit, issued by the City of Los Angeles, (iii) and in conformance with Landlord’s reasonable written construction rules and regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building pursuant to the terms of Article 24 of the

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Lease, Landlord shall make such changes, at Tenant’s expense, the cost of which shall not exceed Landlord’s actual out-of-pocket cost of the same. The “Base Building” shall include the Building Structure and the Building Systems. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that disturbs labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Buildings or the Project Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, at Landlord’s request, Tenant agrees to prepare and Landlord shall execute if factually correct, and Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project management office and Landlord shall sign a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) in connection with such failure by Tenant to so record the Notice of Completion as required hereunder.

     8.3 Payment for Improvements. Tenant shall reimburse Landlord for Landlord’s reasonable out-of-pocket costs and expenses reasonably incurred in connection with Landlord’s review of any Alterations to the extent such Alterations could materially adversely affect the Building Structure or the Building Systems.

     8.4 Construction Insurance. In the event that Tenant makes any Alterations which cost in excess of $300,000.00, Tenant shall provide Landlord with evidence that Tenant or Tenant’s contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its reasonable discretion, require a Transferee as such term is defined and permitted pursuant to the provisions of Article 14 of this Lease (other than a Transfer to an Affiliate), but not Tenant, to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.

     8.5 Landlord’s Property. All Alterations and improvements which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant (subject to reimbursement from the Tenant Improvement Allowance) and shall, unless Landlord requires their removal as provided below,

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become the property of Landlord at the expiration of this Lease, except that Tenant may remove any trade fixtures and personal property, which are not permanently affixed to the Premises and those items identified in Section 15.2, below, provided Tenant repairs any damage to the Premises and Buildings caused by such removal and returns that portion of the Premises to a Base Building condition as reasonably determined by Landlord; provided, however, that in the event Tenant disputes Landlord’s determination then such dispute shall be resolved by arbitration pursuant to Section 29.29 hereof. Landlord may require Tenant, prior to the expiration or earlier termination of this Lease, to remove any Alterations which require Landlord’s consent and any other improvements (including the Tenant Improvements and Tenant’s Exterior Signage) to the extent the same relate to a non-general office use of space and, when compared to general office improvements, are substantially more expensive to remove, provided further, however, that Landlord may, in any event, require Tenant to remove any stairwells and any Common Area Alterations installed by Tenant in the event that Landlord shall deliver notice thereof to Tenant at any time prior to the expiration of the Lease Term, provided that in the event that Tenant’s request for approval of any particular Common Area Alteration shall include a “Removal Designation Reminder,” as that term is defined, below, in the manner and otherwise in accordance with the terms set forth below, then Landlord shall notify Tenant as to whether Tenant shall be required to remove the subject Common Area Alteration concurrently with Landlord’s approval thereof (if applicable). Landlord shall also notify Tenant of its requirement that Tenant remove any Alteration or improvement (including the Tenant Improvements) in accordance with the terms hereof concurrently with Landlord’s approval thereof, provided that, except with respect to the initial Tenant Improvements constructed in accordance with the Tenant Work Letter, Tenant’s request for approval shall state in bold face letters on the first page of the request for Landlord’s consent the following language (the “Removal Designation Reminder”): “CONCURRENTLY WITH LANDLORD’S APPROVAL (IF APPLICABLE) OF THE ALTERATIONS OR IMPROVEMENTS DESCRIBED HEREIN, LANDLORD MUST ELECT, SUBJECT TO THE TERMS OF THE LEASE, WHETHER SUCH ALTERATIONS OR IMPROVEMENTS SHALL BE REQUIRED TO BE REMOVED BY TENANT.” If Tenant fails to complete removal required pursuant to the terms of this Section 8.5, and/or to repair any damage caused by the removal of any Alterations or improvements (including, but not limited to, the Tenant Improvements, Tenant’s Exterior Signage, and the Common Area Alterations), and/or to return the affected portion of the Premises, the Buildings and/or the Project to the condition existing prior to the making of such Alteration or to a condition consistent with a first class office building project reasonably acceptable to Landlord with respect to areas affected by Common Area Alterations, then Landlord may do so and may charge the Actual Cost thereof to Tenant; provided, however, that in the event Tenant disputes Landlord’s determination then such dispute shall be resolved by arbitration pursuant to Section 29.29 hereof.

     8.6 Venting/Vertical Penetrations. Subject to the terms of the Tenant Work Letter and/or this Article 8, as the case may be, Landlord hereby acknowledges and agrees that Tenant shall have the right to make vertical penetrations in the Buildings for the purpose of venting for Tenant’s cafeteria and/or in connection with other matters requiring venting (subject to the Permitted Use), provided that, notwithstanding anything contained in this Lease to the contrary, at Landlord’s sole option, concurrently with Landlord’s consent to any such vertical penetrations (so long as, except with respect to the initial Tenant Improvements constructed in accordance with the Tenant Work Letter, Tenant includes in its request for consent the Removal Designation

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Reminder in the same manner as set forth in Section 8.5, above), Tenant shall, prior to the expiration or earlier termination of this Lease, remove any such vertical penetrations and associated improvements and restore all areas affected thereby to the condition existing prior to the installation thereof.

ARTICLE 9

COVENANT AGAINST LIENS

     Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Project, Buildings or Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant’s interest only. Landlord shall have the right at all times to post and keep posted on the Premises any notice which it deems necessary for protection from such liens. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Project, the Buildings or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of any lien, Tenant reserves the right to contest such lien, provided that Tenant shall, at its sole cost and expense, provide a bond in accordance with the California Civil Code, Section 3143. If Tenant does not timely exercise its right to contest such lien, Tenant covenants and agrees to cause it to be immediately released and removed of record. Notwithstanding anything to the contrary set forth in this Lease, in the event that such lien is not released and removed or bonded over (in accordance with California Civil Code Section 3143) on or before the date occurring fifteen (15) days after Notice of such lien is delivered by Landlord to Tenant, Landlord, at its sole option, may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all sums, costs and expenses, including reasonable attorneys’ fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall be due and payable by Tenant within thirty (30) days following request of Landlord’s bill therefor.

ARTICLE 10

INSURANCE

     10.1 Indemnification and Waiver. Because Tenant is required to insure all of its Tenant Improvements, Alterations and its furniture, fixtures and equipment and because of the requirements to provide waivers of subrogation, Tenant hereby assumes all risk of damage to Tenant’s property in the Premises, unless caused by the negligence or willful misconduct of the Landlord Parties, subject to the terms of the waiver of subrogation set forth below. Tenant hereby assumes all risk of injury to persons in the Premises from any cause whatsoever, unless caused by the negligence or willful misconduct of the “Landlord Parties,” as that term is defined in this Section 10.1. To the extent not prohibited by Applicable Laws, Tenant agrees that Landlord, its partners, subpartners, parent organization, affiliates, subsidiaries and their respective officers, directors, legal representatives, successors, assigns, agents, servants, employees, and independent contractors and each of them (collectively, “Landlord Parties”) shall not be liable to Tenant for, and are hereby released from any responsibility for, any damage

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either to persons in the Premises or property of Tenant in the Premises or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant, except for damage to property which Landlord insures or is required to insure pursuant to the terms of this Lease and except for injury to persons or damage to property to the extent caused by the negligence or willful misconduct of the Landlord Parties. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (“Claims”) incurred in connection with or arising from any cause in or on the Premises, and from any negligence or willful misconduct of Tenant or of any person claiming by, through or under Tenant, its partners, subpartners, parent organization, affiliates, subsidiaries and their respective officers, directors, contractors, agents, servants or employees of Tenant and each of them (collectively, “Tenant Parties”) or any such person, in or on the Project, either prior to, during, or, if Tenant holds over, after the expiration of the Lease Term; provided that notwithstanding the foregoing, Tenant shall not be required to indemnify and hold Landlord or the Landlord Parties harmless from any Claims by any person, company or entity to the extent resulting from the negligence or willful misconduct of Landlord or the Landlord Parties in connection with the Landlord Parties’ activities in the Building or the Project (except for damage to the Tenant Improvements, Alterations, and Tenant’s personal property, fixtures, furniture and equipment in the Premises, to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease for any such Tenant Improvements, Alterations or personal property, fixtures, furniture or equipment), and Landlord hereby so indemnifies, defends, protects and holds Tenant and Tenant Parties harmless from any such Claims and from any Claims resulting from injuries to persons caused by the negligence of willful misconduct of Landlord and/or Landlord Parties outside of the Premises; provided further that because Landlord is required to maintain insurance on the Buildings and the Project and Tenant compensates Landlord for such insurance as part of Tenant’s Share of Direct Expenses and because of the existence of waivers of subrogation set forth in Section 10.4 of this Lease, Landlord hereby indemnifies, defends, protects and holds Tenant harmless from any Claim to any property to the extent such Claim is covered by such insurance (or would have been covered if Landlord had carried the insurance required hereunder), even if resulting from the negligence or willful misconduct of the Tenant Parties. Pursuant to this Article 10, Tenant’s agreement to indemnify and hold Landlord harmless, and Landlord’s agreement to indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord or Tenant, respectively, pursuant to this Lease, to the extent such policies cover the results of such negligence or willful misconduct. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any Claims or liability arising in connection with any event occurring prior to such expiration or termination. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or earlier termination of this Lease. Notwithstanding the foregoing, for purposes of this Lease, consequential damages shall not be deemed to include property damage or personal injury damages.

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     10.2 Landlord’s Fire and Casualty Insurance.

          10.2.1 In General. Landlord shall insure the Buildings (including the Building Structure and Building Systems) and the Project during the Lease Term against loss or damage due to fire and other casualties covered within the classification of fire and extended coverage, vandalism coverage and malicious mischief, sprinkler leakage, water damage and special extended coverage. Such coverage shall be in such amounts, from such companies, and on such other terms and conditions, as Landlord may from time to time reasonably determine, provided that to the extent consistent with the practices of landlords of the Comparable Buildings, such coverage shall (i) be for full replacement of the Buildings and the Project in compliance with all then existing Applicable Laws; (ii) provide for rent continuation insurance equal to twelve (12) months’ rent and (iii) to the extent the Project is not owned (meaning at least a 50% ownership interest) by or is not controlled by or under common control with an EOP Affiliate, be with companies and have policies meeting the criteria set forth in Section 10.3.4(iii) of this Lease. Additionally, at the sole option of Landlord, such insurance coverage may include the risks of earthquakes (subject to the terms of Section 10.2.2, below) and/or flood damage and additional hazards, a rental loss endorsement and one or more loss payee endorsements in favor of the holders of any mortgages or deeds of trust encumbering the interest of Landlord in the Building(s) or the ground or underlying lessors of the Building(s), or any portion thereof. Notwithstanding the foregoing provisions of this Section 10.2, the coverage and amounts of insurance required to be carried by Landlord in connection with the Buildings shall only be required to be comparable to the coverage and amounts of insurance which are carried by reasonably prudent landlords of Comparable Buildings. Upon inquiry by Tenant, from time to time, Landlord shall inform Tenant of all such insurance carried by Landlord. Tenant shall, at Tenant’s expense, except with respect to the Building Structure and Building Systems, which is governed by Section 7.1, above, comply with all customary insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises other than for the Permitted Use causes any increase in the premium for any insurance policies carried by Landlord, then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.

          10.2.2 Landlord’s Earthquake Insurance. Landlord hereby agrees that, as of the Lease Commencement Date, Landlord shall carry earthquake insurance for the Project with a 5% deductible and which shall be for the full replacement cost of the Buildings (the “Earthquake Coverage”). In the event that Landlord shall elect at any time during the Lease Term not to carry earthquake insurance or to materially change either component of the Earthquake Coverage from that maintained as of the Lease Commencement Date (any of which Landlord shall have the right to do in Landlord’s sole and absolute discretion), then not less than sixty (60) days prior to the termination of or change in coverage, Landlord shall deliver notice thereof (the “Insurance Reduction Notice”) to Tenant, in which event Tenant may, at Tenant’s sole option and at Tenant’s sole cost and expense, elect to carry its own supplemental earthquake insurance (but the same shall not affect Landlord’s rights and/or obligation to carry any particular insurance pursuant to the terms of this Lease). To the extent that Landlord shall deliver a Insurance Reduction Notice and shall thereafter elect to materially change either component of the Earthquake Coverage for the Project, Landlord shall deliver notice thereof to Tenant.

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     10.3 Tenant’s Insurance. Tenant shall maintain the following coverages in the following amounts.

          10.3.1 Commercial General Liability Insurance covering the insured against claims of bodily injury, personal injury and property damage arising out of Tenant’s operations, assumed liabilities or use of the Premises, including a Commercial General Liability endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than: (i) Bodily Injury and Property Damage Liability - $5,000,000 each occurrence and $5,000,000 annual aggregate, and (ii) Personal Injury Liability - $5,000,000 each occurrence and $5,000,000 annual aggregate.

          10.3.2 Physical Damage Insurance covering (i) all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s property on the Premises installed by, for, or at the expense of Tenant, (ii) the “Tenant Improvements,” as that term is defined in the Tenant Work Letter, and (iii) all other improvements, alterations and additions to the Premises (excluding the Base Building, Building Structure and Building Systems). Such insurance shall be written on an “all risks” of physical loss or damage basis, for the guaranteed replacement cost value new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include a vandalism and malicious mischief endorsement, sprinkler leakage coverage and earthquake sprinkler leakage coverage.

          10.3.3 Workers Compensation Insurance in form and with limits in accordance with the laws of the State of California, including Occupational Disease Insurance, and Voluntary Compensation Insurance, and Employer’s Liability Insurance in the amount of $1,000,000.00 or such greater amount as may be required by Applicable Law.

          10.3.4 Form of Policies. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) name Landlord, Landlord’s Building manager(s) and/or the managers(s) of the Project and any other party it so specifies, as an additional insured; (ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant’s obligations under Section 10.1 of this Lease; (iii) be issued by an insurance company having a rating of not less than A-XII in Best’s Insurance Guide or which is otherwise reasonably acceptable to Landlord and licensed to do business in the State of California; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) provide that said insurance shall not be canceled or coverage changed below the amounts required hereunder unless thirty (30) days’ prior written notice shall have been given to Landlord and any mortgagee of Landlord; and (vi) contain a cross-liability endorsement or severability of interest clause acceptable to Landlord. Tenant shall deliver certificates thereof to Landlord on or before the Lease Commencement Date and at least thirty (30) days before the expiration dates thereof. Landlord and Tenant shall have the right to cover their respective insurance requirements set forth in this Article 10 pursuant to a “blanket” coverage, provided that the amounts (based upon allocations of such umbrella policy) and other conditions required to be satisfied by the terms of this Article 10 are satisfied by such coverage and provided, further, that, to the extent the Project

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is not owned (meaning at least a 50% ownership interest) by or is not controlled by or under common control with an EOP Affiliate, the deductibles under Landlord’s insurance policies do not exceed deductibles generally carried by institutional landlords of Comparable Buildings.

     10.4 Subrogation. Landlord and Tenant agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be, so long as the insurance carried by Landlord and Tenant, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, or other similar insurance. If either party fails to carry the amounts and types of insurance required to be carried by it pursuant to this Article 10, in addition to any remedies the other party may have under this Lease, such failure shall be deemed to be a covenant and agreement by such party to self-insure with respect to the type and amount of insurance which such party so failed to carry, with full waiver of subrogation with respect thereto.

     10.5 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant’s sole cost and expense, increased amounts of the insurance required to be carried by Tenant pursuant to this Article 10, and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord, but in no event shall such increased amounts of insurance or such other reasonable types of insurance be in excess of that required by landlords of Comparable Buildings for tenants comparable in size to Tenant. Notwithstanding anything to the contrary contained in this Lease, in the event of any termination of this Lease pursuant to Article 11 or Article 13 below, Tenant shall assign and deliver to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.3.2(ii) of this Lease for the unamortized value of the Tenant Improvements (“Landlord’s TI Proceeds”). Any such amortization shall be calculated on a straight-line basis throughout the initial Lease Term.

     10.6 Self-Insurance. Notwithstanding the foregoing provisions of this Article 10, any insurance required to be carried by Tenant pursuant to this Article 10 may be carried in whole or in part under a plan of self-insurance maintained by Tenant, which addresses the risks and liability exposures intended to be covered by the insurance required by this Article 10, provided that (i) Tenant or Affiliate Assignee maintains a net worth or shareholder’s equity equal to Five Hundred Million Dollars ($500,000,000) or more in U.S. Dollars, (ii) Tenant or Affiliate Assignee provides to Landlord from time to time, upon Landlord’s request therefor, evidence satisfactory to Landlord of such net worth or shareholder’s equity, and (iii) the self-insurance program does not violate any laws, statutes, ordinances or governmental regulations or requirements. In addition, whether or not Tenant self-insures, all references to insurance proceeds in this Lease shall be deemed to include any and all proceeds of self-insurance which shall be payable to the same extent, in the same amounts and to the party entitled to the same, as if actual policies of insurance set forth in this Article 10 had been obtained. Such self-insurance shall be treated as if Tenant actually carried a policy containing the required insurance. For example, the waiver of subrogation provisions set forth in this Lease shall apply to such self-

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insurance. The provisions of this paragraph shall be personal to Original Tenant or Affiliate Assignee and shall not apply to any assignee, sublessee or other transferee of Original Tenant’s or Affiliate Assignee’s interest in this Lease.

ARTICLE 11

DAMAGE AND DESTRUCTION

     11.1 Repair of Damage to Premises by Landlord. To the extent Landlord does not have actual knowledge of same, Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty or any condition existing in the Premises as a result of a fire or other casualty that would give rise to the terms of this Article 11. If the Premises, the Building Structure, the Building Systems or any Common Areas of the Project serving or providing access to the Premises shall be damaged by fire or other casualty or be subject to a condition existing as a result of a fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 11, restore the Base Building (including the Building Structure and the Building Systems) and such Common Areas to substantially the same condition as existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws or by the holder of a mortgage on the Buildings or Project or any other nonmaterial modifications to the Common Areas reasonably deemed desirable by Landlord, provided access to the Premises, Project parking facility and any common restrooms serving the Premises shall not be materially impaired. In connection with the foregoing, Tenant shall provide Landlord with all insurance proceeds payable under any insurance carried by Tenant pursuant to the terms of Section 10.2.2 of this Lease (except to the extent applicable to Tenant’s personal property). Upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, if the Lease is not terminated, Tenant shall put into a third party escrow account reasonably acceptable to Landlord (which escrow shall be jointly paid for by Landlord and Tenant) for distribution to Landlord (or to any party designated by Landlord) on a progress payment basis upon receipt of the appropriate conditional and/or unconditional lien releases, all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 10.3.2 (ii) and (iii) of this Lease and Landlord shall repair any injury or damage to the Tenant Improvements and subsequent Alterations installed in the Premises and shall return such Tenant Improvements and Alterations to their original condition; provided that (a) if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the incremental cost differential of such repairs shall be paid by Tenant to Landlord on a progress payment basis (after exhaustion of insurance proceeds), and (b) Tenant’s insurance proceeds shall be disbursed for all costs and expenses incurred by Landlord in connection with the repair of any such damage pursuant to a disbursement procedure mutually approved by Landlord and Tenant. As long as the Tenant Improvements in the Premises are rebuilt, Tenant shall be entitled to retain any portion of the proceeds of the insurance described in Sections 10.3.2 (ii) and (iii) in excess of the cost of such restoration or if this Lease terminates, Tenant will receive all of such insurance proceeds to the extent the such proceeds exceed Landlord’s TI Proceeds. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, if this Lease does not terminate pursuant to Section 11.2 of this Lease or for any other reason, Tenant shall, at

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its sole cost and expense, repair any injury or damage to the Tenant Improvements installed in the Premises and shall return such Tenant Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Tenant may select, subject to Landlord’s reasonable approval, the contractors to perform such improvement work. Such submittal of plans and construction of improvements shall be performed in substantial compliance with the terms of the Tenant Work Letter as though such construction of improvements were the initial construction of the Tenant Improvements. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary for Tenant to reasonably conduct Tenant’s Permitted Use from the Premises, Landlord shall allow Tenant a proportionate abatement of Rent, during the time and to the extent the Premises are unfit for occupancy for Tenant’s Permitted Use, and not occupied by Tenant as a result thereof, including abatement during a commercially reasonable period of build-out and move time; provided, further, if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct its business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for Tenant’s Permitted Use, and not occupied by Tenant as a result of the subject damage. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant’s right to rent abatement pursuant to the preceding sentence shall terminate as of the date Tenant should have completed repairs to the Premises and moved back into the Premises assuming Tenant used reasonable due diligence in connection therewith.

     11.2 Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Buildings and/or the Project, and instead terminate this Lease by notifying Tenant in writing of such termination within forty-five (45) days after Landlord’s discovery of the damage, such Notice to include a termination date giving Tenant one hundred eighty (180) days to vacate the Premises which period will be extended by any “Force Majeure,” as that term is defined in Section 29.13, below, on a day for day basis, but Landlord may so elect only if (a) the Buildings or Project shall be damaged by fire or other casualty or cause or be subject to a condition existing as a result of such a fire or other casualty or cause, whether or not the Premises are affected, and (b) one or more of the following conditions in (i), (ii) or (iii) immediately below is present: (i) in the opinion of Landlord’s licensed contractor, the repairs to be made by Landlord cannot reasonably be completed within two hundred seventy (270) days of the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Buildings and/or the Project, or ground lessor with respect to the Project and/or the Buildings shall require that the insurance proceeds or any portion thereof in excess of the “Landlord Damage Contribution” as that term is defined below, be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be, and (x) Tenant does not agree to fund the amount in excess of Landlord’s Damage Contribution required to complete the appropriate repairs, and (y) Landlord elects not to commence rebuilding or reconstructing within one (1) year from the date of such damage and destruction; or (iii) the damage or condition arising as a result of such damage is not fully covered, except for Landlord Damage Contribution, by Landlord’s insurance policies (or by the insurance Landlord is required to carry

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under this Lease) (plus any amounts of insurance received by Landlord from insurance carried by Tenant pursuant to the terms of Section 10.2.2 of this Lease (except to the extent applicable to Tenant’s personal property)) and Landlord elects not to commence rebuilding or reconstructing within one (1) year from the date of such damage and destruction; provided, however, that if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and the repairs cannot, in the reasonable judgment of a licensed contractor mutually and reasonably agreed upon by Landlord and Tenant, be completed within two hundred seventy (270) days after being commenced, Tenant may elect, no earlier than forty-five (45) days after Landlord’s discovery of the damage and not later than ninety (90) days after the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date such notice is given by Tenant. At any time, from time to time, after the date occurring forty-five (45) days after the date of the damage, Tenant may request that Landlord provide Tenant with a certificate from the licensed contractor set forth above setting forth such contractor’s opinion of the date of completion of the repairs and Landlord shall respond to such request within five (5) business days. For purposes of this Section 11.2, the “Landlord Damage Contribution” shall initially mean Four Million and No/Dollars ($4,000,000.00); provided, however, that such amount shall be reduced by an amount equal to Sixty-Six Thousand Six Hundred Sixty-Six and 67/Dollars ($66,666.67) on the first day of each month following the last day of the sixtieth (60^th) month anniversary of the Lease Commencement Date. Furthermore, if neither Landlord nor Tenant have terminated this Lease and the repairs are not actually completed within three hundred sixty-five (365) days after the date of the discovery of the damage (which 365-day period shall be subject to extension for events of “Force Majeure,” as that term is defined in Section 29.13 of this Lease, provided that, for purposes of this Section 11.2, there shall be specifically excluded from the definition of Force Majeure, delays resulting from disputes between Landlord and its insurance companies with respect to the payment of insurance proceeds), Tenant shall have the right to terminate this Lease within five (5) business days after the end of such period and thereafter during the first five (5) business days after each calendar month following the end of such period until such time as the repairs are Substantially Completed by notice to Landlord (the “Damage Termination Notice”), effective as of the date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than five (5) business days and not more than ninety (90) days following the end of such period or each such month, as the case may be. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Date to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period of thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such thirty (30) day period. If Landlord undertakes repair and/or restoration pursuant to this Article and thereafter determines that it will not be able to complete the same within the three hundred sixty-five (365) day period set forth herein, then Landlord shall

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promptly notify Tenant thereof (a “Revised Completion Date Notice”) and shall provide Tenant with Landlord’s revised estimate of the date upon which Landlord will complete the same (“Revised Completion Date”). Landlord shall have the right, subject to the terms hereof, to deliver one (1) or more Revised Completion Date Notices. Within ten (10) business days after Tenant’s receipt of a Revised Completion Date Notice, Tenant shall have the right to elect to terminate this Lease or to agree to extend the three hundred sixty-five (365) day period to the Revised Completion Date. Tenant’s failure to elect to terminate or to extend such time period to the Revised Completion Date by written notice to Landlord within such ten (10) business day period shall be conclusively deemed to be Tenant’s election to extend the time to the Revised Completion Date. Upon any such termination of this Lease pursuant to this Article 11, Tenant shall pay the monthly Base Rent and Additional Rent, properly apportioned up to such date of termination and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term.

     11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Buildings, or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Buildings, or the Project.

     11.4 Damage Near End of Term. Notwithstanding anything to the contrary in this Article 11, in the event that the Premises, Common Areas, or the Buildings are destroyed or damaged to any substantial extent during the final eighteen (18) months of the Lease Term (provided that any Option Term exercised by Tenant pursuant to the terms of this Lease shall be considered for purposes of determining whether eighteen (18) months remain in the Lease Term), either Landlord or Tenant may terminate this Lease by notice to the other party (the “Casualty Termination Notice”) within thirty (30) days after the discovery of such damage, and (a) this Lease shall be deemed to have terminated on the date which is ninety (90) days following the date the Casualty Termination Notice is given, (b) Tenant shall vacate the Premises on the termination date and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease as of the termination date, and (d) any prepaid Rent for any period after the termination date shall be refunded by Landlord to Tenant. For purposes of this Section 11.4, the Premises shall be deemed substantially damaged or destroyed if Tenant shall be precluded from using more than twenty-five percent (25%) of the Premises for the conduct of its business and Tenant’s inability to so use the Premises is reasonably expected to continue for more than ninety (90) days or portions of the Project other than the Premises shall be substantially damaged or destroyed and the time for repair of the same exceeds ninety (90) days. Notwithstanding the foregoing, in the event that Landlord exercises its right to terminate under this Section 11.4 during the initial Lease Term, Tenant shall have the right, to the extent that (i) Tenant retains an unexercised right to renew the term of Tenant’s lease of the Premises and (ii) more than sixteen (16) months remain in the then Lease Term, to reject Landlord’s exercise by notifying Landlord in writing within fifteen (15) days after receipt of Landlord’s Casualty Termination Notice of Tenant’s

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exercise of Tenant’s option to extend the Lease Term pursuant to Section 2.2 above; provided, however, that Tenant’s right to reject Landlord’s termination under this Section 11.4 shall not apply in the event Landlord exercises any other termination rights set forth in this Lease.

ARTICLE 12

NON-WAIVER

     Except as provided for herein as a “deemed waiver,” no provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed by such waiving party, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment. Tenant’s payment of any Rent hereunder shall not constitute a waiver by Tenant of any breach or default by Landlord under this Lease nor shall Landlord’s payment of monies due Tenant hereunder constitute a waiver by Landlord of any breach or Default by Tenant under this Lease. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent due shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance, treat such partial payment as a default or pursue any other remedy provided in this Lease or at law.

ARTICLE 13

CONDEMNATION

     If twenty-five percent (25%) or more of the Premises, either Building, or the Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose and if as a result thereof Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation as a result thereof, Landlord and Tenant shall each have the option to terminate this Lease upon ninety (90) days’ Notice to the other party, provided such Notice is given no later than one hundred eighty (180) days after the date of such taking, condemnation, reconfiguration, vacation, deed or other instrument. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, Tenant shall have the option to terminate this Lease upon ninety (90) days’ Notice, provided such Notice is given no later than one hundred eighty (180) days after the date of such taking. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available

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to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, and such claim is payable separately to Tenant or is otherwise separately identifiable. Notwithstanding anything in this Article 13 to the contrary, Landlord and Tenant shall each be entitled to receive fifty percent (50%) of the “bonus value” of the leasehold estate in connection therewith, which bonus value shall be equal to the difference between the Rent payable under this Lease and the sum established by the condemning authority as the award for compensation. All Rent shall be apportioned as of the date of such termination, or the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

     14.1 Transfers. Tenant shall not, without the prior written consent (except as provided in Section 14.6, below) of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the non-temporary, non-short term use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than fifteen (15) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer (but not any documentation relating solely to the sale (if any) of Tenant’s or an Affiliate’s business to such Transferee), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer but only to the extent that any such documentation and/or documents actually exist and, upon request from Landlord, Tenant’s good faith estimated calculation of the “Transfer Premium,” if any, as that term is defined in Section 14.3, below, in connection with such Transfer, (iv) financial information of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) such other information as Landlord may reasonably require. Any Transfer requiring Landlord’s consent hereunder which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect. Landlord shall approve or disapprove of the proposed Transfer in accordance with Section 14.2, below, within fifteen (15) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that Landlord fails to notify Tenant in writing of

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such approval or disapproval within such Review Period, Landlord shall be deemed to have approved such Transfer. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s reasonable and actual out-of-pocket costs and expenses, including attorneys’ fees and costs, incurred by Landlord in connection with its review of a proposed Transfer, within thirty (30) days after written request by Landlord, provided that such cost and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for a Transfer, except that such Two Thousand Five Hundred Dollar ($2,500.00) limitation shall be increased to Five Thousand Dollars ($5,000.00) in connection with an assignment of this Lease and in connection with a sublease of all or substantially all of the Premises.

     14.2 Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall only be deemed to be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer where only one or more of the following apply:

          14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project as reflected by the then existing tenants of Comparable Buildings with respect to comparable space and the Permitted Use;

          14.2.2 The Transferee is either a governmental agency or instrumentality thereof (i) which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a comparable building located in the vicinity of the Project, (iii) which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in the Premises, the subject Building, and/or the Project, unless Landlord, with respect to the Project, has leased space to, or approved subleases with, comparable (in terms of use, security issues, express or implied power of eminent domain, reputation, character and size of space in the Project) governmental agencies or instrumentalities thereof;

          14.2.3 The Transferee’s intended use of the Premises is inconsistent with the Permitted Use;

          14.2.4 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Transfer on the date consent is requested; or

          14.2.5 The proposed Transfer would cause Landlord to be in violation of an exclusive right granted by Landlord in good faith in another lease or agreement to which Landlord is a party, or would give an occupant of the Project a right to cancel its lease as a result of the proposed use to be made of the space by the sublessee or assignee, provided that upon request from Tenant, Landlord shall provide Notice of all applicable exclusive rights.

     Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld, conditioned or delayed its consent

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under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, Tenant hereby waives any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee but Tenant retains the right to sue Landlord for any damages suffered by Tenant and/or for specific performance if Landlord unreasonably withholds, conditions or delays its consent to a proposed Transfer (other than damages or injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring but not excluding loss of profits Tenant would have been able to claim pursuant to Section 14.3 of this Lease). If Landlord consents to any Transfer pursuant to the terms of this Section 14.2, Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14.

     14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such Transfer for (i) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Forty-Five Dollars ($45.00) and up to Seventy-Five Dollars ($75.00) per rentable square foot in the Transferred Space paid for by Tenant; (ii) any brokerage commission incurred by Tenant in connection with the Transfer, (iii) reasonable attorneys’ fees incurred by Tenant (including attorneys’ fees paid to Landlord) in connection with the Transfer, (iv) any costs to buy-out or takeover the previous lease of a Transferee; (v) out-of-pocket costs of advertising the space that is the subject of the Transfer and (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this provision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of six (6) months. “Transfer Premium” shall also include, but not be limited to, key money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee

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to Tenant in connection with such Transfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. Notwithstanding anything contained in this Section 14.3 to the contrary, no Transfer Premium shall be due in connection with Tenant’s sublease to Playa Capital Company, LLC (“Playa Capital”) as executed concurrently with this Lease (the “Playa Capital Sublease”).

     14.4 [Intentionally Omitted.]

     14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated by more than three percent (3%), Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord’s costs of such audit (otherwise Landlord shall be obligated to pay such audit costs).

     14.6 Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an entity which is controlled by, controls or is under common control with Tenant or an Affiliate of Tenant; (b) an entity which merges with or acquires or is acquired by Tenant or a parent or Affiliate, or a subsidiary of Tenant’s parent or Affiliate, (c) a transferee of all or substantially all of the assets of Tenant or an entity which is controlled by, controls or is under common control with Tenant, or (d) a transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or of an entity which is controlled by, controls or is under common control with Tenant (a, b, c and d to be collectively be referred to herein as an “Affiliate”) along with any other entity which will qualify as an “affiliate” under California General Corporations Code Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium or require the Landlord’s consent), provided that (i) Tenant promptly notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by

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Landlord regarding such assignment or sublease or such Affiliate; and (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. For purposes of this Lease, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise. No such sublease or assignment, as the case may be, shall relieve Tenant from any liability under this Lease.

     14.7 Business Affiliates; Trading of Tenant’s Shares.

          14.7.1 Notwithstanding anything to the contrary contained this Article 14, Tenant shall have the right, without Landlord’s consent and without the payment of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 75,000 square feet of the Premises to individuals, clients, agents or independent contractors (each a “Business Affiliate”) which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate (including without limitation, Tenant’s joint venturers, contractors, subcontractors and other entities with which Tenant has any sort of business relationship (other than that relating primarily to the subject subtenant’s/occupant’s occupancy)) or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Project and of Comparable Buildings; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease or assignment, as the case may be, shall relieve Tenant from any liability under this Lease. Tenant’s sublease to Playa Capital shall be deemed not to be a sublease to a Business Affiliate pursuant to the terms of this Section 14.7.1.

          14.7.2 The provisions of this Article 14 shall not apply to the transfer of stock or other beneficial ownership interest in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange.

ARTICLE 15

SURRENDER OF PREMISES; REMOVAL OF TRADE FIXTURES

     15.1 Surrender of Premises. No act or thing done by any Landlord Parties or Tenant during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in a writing signed by Landlord and Tenant. The delivery of keys to the Premises to any Landlord Parties shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises.

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     15.2 Removal of Tenant Property by Tenant. All articles of Tenant’s personal property, furniture (whether bolted or otherwise), furnishings, business machines and equipment and trade fixtures (whether or not affixed to the Premises), signs, communications equipment, moveable partitions, security equipment, networking equipment and viewing screens, a/v and video equipment, built-in television sets or projection screens, telecommunications equipment, seating, projectors and other items bolted in place, free-standing cabinet work, chillers, computer systems, furnishings, blowers, the uninterrupted power supply machinery and equipment and other articles of personal property or other property unique to Tenant’s operations and owned by Tenant or installed or placed by Tenant in the Premises, including the Tenant HVAC System owned by Tenant or installed by Tenant at its expense in the Premises, shall remain the property of Tenant, and may be removed by Tenant at any time during the Lease Term, provided that the foregoing shall not reduce or alter Tenant’s obligation to remove personal property or other items or improvements to the extent set forth in this Lease. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear, damage by casualty and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, free-standing cabinet work, and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Buildings resulting from such removal.

ARTICLE 16

HOLDING OVER

     If Tenant holds over after the expiration of the Lease Term or earlier termination thereof such tenancy shall be from month-to-month only, and shall not, except as set forth below, constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to the product of (i) the Base Rent applicable during the last rental period of the Lease Term under this Lease, and (ii) one hundred twenty-five percent (125%). Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall, except as otherwise expressly provided in this Lease, protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting

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the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits to Landlord, resulting from such failure to surrender.

ARTICLE 17

ESTOPPEL CERTIFICATES

     Within fifteen (15) business days following a request in writing by Landlord or Tenant, Tenant or Landlord, as the case may be, shall execute and deliver to the requesting party (the “Requesting Party”) an estoppel certificate, which shall be substantially in the reasonable form of Exhibit E, attached hereto, (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Buildings, the Project, or any portion thereof or by any assignee or sublessee), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by the Requesting Party or Landlord’s mortgagee or prospective mortgagee or purchasers or Tenant’s Transferee, as the case may be. Appropriate modifications shall be made to Exhibit E when Tenant is the Requesting Party. Landlord or Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a publicly available current financial statement and publicly available financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Any such statements shall be provided only to the extent they exist, in the form that they exist. The failure of Tenant or Landlord, as the case may be, to timely execute and deliver such estoppel certificate or other instruments upon five (5) business additional days Notice from the Requesting Party advising the other party of the consequences of a non-response, shall constitute an acceptance of the Premises and an acknowledgment by the other party that statements included in the estoppel certificate are true and correct, without exception.

ARTICLE 18

SUBORDINATION

     Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease is subject and subordinate to all future ground or underlying leases of the Project and/or the Buildings, and to the lien of any mortgages or trust deeds, now or hereafter in force against the Project and/or the Buildings, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord acknowledges and agrees that Landlord’s delivery to Tenant of a commercially reasonable non-disturbance agreement (“Non-Disturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later come into existence at any time prior to the expiration of the Lease Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the

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provisions of this Article 18. Such commercially reasonable Non-Disturbance Agreement(s) shall include the obligation of any such successor ground lessor, mortgage holder or lien holder (“Lien Holder”) to recognize Tenant’s rights specifically set forth in this Lease and Landlord’s obligations to comply with the provisions of this Lease, including all extension options of Tenant and the obligation to recognize Tenant’s Rent offsets rights (as and to the extent set forth in this Lease) with respect to the Tenant Improvement Allowance and the Cresa Partners’ Commission and the right of Tenant to otherwise receive certain credits against Rent as set forth herein. Landlord represents and warrants to Tenant that, as of the date of this lease, no deed of trust holders or ground lessors exist with respect to the Project. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, to attorn to the purchaser upon any such foreclosure sale. Tenant shall, within fifteen (15) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases in accordance with the provisions of this Article 18.

ARTICLE 19

DEFAULTS; REMEDIES

     19.1 Defaults. The occurrence of any of the following shall constitute a default of this Lease by Tenant a (“Default”):

          19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, within five (5) business days of Notice that the same is past due (“Monetary Default”), which Notice shall be in lieu of any Notice required under California Code of Civil Procedure Section 1161 or any similar or successor law; or

          19.1.2 Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written Notice thereof from Landlord to Tenant; provided however, that any such Notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or successor law; and provided further that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default, as soon as possible; or

          19.1.3 To the extent permitted by law, a general assignment by Tenant or any guarantor of the Lease for the benefit of creditors, or the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy law, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, or the appointment of a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease.

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     19.2 Remedies Upon Default. Upon the occurrence of a Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and, subject to the terms hereof, nonexclusive, without any Notice or demand whatsoever.

          19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following:

               (i) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

               (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

               (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

               (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease as allowed under all Applicable Laws; and

               (v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Applicable Law.

     The term “rent” as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Paragraphs 19.2.1(a) and (b), above, the “worth at the time of award” shall be computed by allowing interest at the rate set forth in Article 25 of this Lease, but in no case greater than the maximum amount of such interest permitted by law. As used in Paragraph 19.2.1(c) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

          19.2.2 In the event the Lease has not been terminated, Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover Rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any Default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

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     19.3 Subleases of Tenant. Subject to the terms of Section 14.7 above, if Landlord elects to terminate this Lease, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. In the event of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of Notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

     19.4 No Waiver of Redemption by Tenant. Nothing herein shall be deemed to constitute a waiver of Tenant’s right to redeem, by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease.

     19.5 Landlord Default.

          19.5.1 General. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease if (i) in the event a failure by Landlord is with respect to the payment of money, Landlord fails to pay such unpaid amounts within five (5) business days of Notice from Tenant that the same was not paid when due; (ii) the failure of Landlord to perform according to the provisions of Article 17 of this Lease for more than ten (10) business days after Notice from Tenant or (iii) in the event a failure by Landlord is other than (i) and (ii) above, Landlord fails to perform such obligation within a reasonable time period with the expenditure of diligent efforts, but in no event more than thirty (30) days after the receipt of Notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord commences such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

          19.5.2 Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord (including repairs, maintenance and alterations required or permitted by Landlord hereunder), or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the Buildings, Project, or Premises or the Project parking facility; (ii) any failure to provide services, utilities or ingress to and egress from the Buildings, Project, or Premises or the Project parking facility; (iii) damage and destruction of or eminent domain proceedings in connection with the Premises, the Buildings, the Project or the Project parking facility servicing the Project, or (iv) the presence of Hazardous Materials (including, without limitation, methane) (not brought on the Premises by Tenant Parties) in violation of Applicable Laws which poses a material health risk to the environment or the Premises (any such set of circumstances as set forth in items (i) through (iv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such Notice, or occurs for ten (10) non-consecutive business days in a twelve (12) month period

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(provided Landlord is sent a Notice pursuant to Section 29.14 of this Lease of each of such Abatement Event) (in either of such events, the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses and Tenant’s parking charges shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use (“Unusable Area”), bears to the total rentable area of the Premises and Landlord shall pay to Tenant, to the extent covered (except for any deductible amount) by insurance retained by Landlord, any incremental reasonable, out of pocket expense that the Tenant incurs in relocating the functions previously performed in the Unusable Area to a different location. For this purpose, an incremental expense shall be any expense that the Tenant incurs in relocating from the Unusable Area to a temporary location and then relocating back to the Unusable Area (after such area has been made fit for Tenant’s Permitted Use) that Tenant would not have had to incur but for such relocation; provided, however, in the event that Tenant is prevented from using, and does not use, the Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses and Tenant’s parking charges for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. If Tenant’s right to abatement occurs during a free rent period which arises after the Lease Commencement Date, Tenant’s free rent period shall be extended for the number of days that the abatement period overlapped the free rent period (“Overlap Period”). Landlord shall have the right to extend the Lease Expiration Date for a period of time equal to the Overlap Period if Landlord sends a Notice to Tenant of such election within ten (10) days following the end of the extended free rent period. Such right to abate Base Rent, Tenant’s Share of Direct Expenses and Tenant’s parking charges shall be Tenant’s sole and exclusive remedy at law or in equity for an Abatement Event; provided, however, that (a) nothing in this Section 19.5.2, shall impair Tenant’s rights under Section 19.5.1, above, and (b) if Landlord has not cured such Abatement Event within two hundred seventy (270) days after receipt of Notice from Tenant (or, in the event that the Premises or the Buildings are rendered inaccessible to Tenant by a casualty or act of Landlord, two hundred seventy (270) days following the date of Landlord’s actual knowledge of the occurrence of the Abatement Event), Tenant shall have the right to terminate this Lease during the first ten (10) business days of each calendar month following the end of such 270-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days’ Notice to Landlord (the “Abatement Event Termination Notice”) during such ten (10) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 19.5.2 to the contrary, Tenant’s Abatement Event Termination

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Notice shall be null and void (but only in connection with the first Notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. If Tenant’s right to abatement occurs because of an eminent domain taking, condemnation and/or because of damage or destruction to the Premises, the Project’s parking facility, and/or the Project, Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient ingress to, and egress from the Premises, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction or temporary taking and to move in over a weekend. To the extent Tenant is entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then the Eligibility Period shall not be applicable. Notwithstanding the foregoing, Tenant shall not have the right to terminate this Lease pursuant to the terms of this Section 19.5.2, if, as of the date of delivery by Tenant of the Abatement Event Termination Notice, (A) the first trust deed holder of either or both Buildings (the “Bank”) has recorded a notice of default on either or both Buildings or filed a notice evidencing a legal action by the Bank against Landlord on either or both Buildings, and (B) the Bank diligently proceeds to gain possession of the Premises and, to the extent Bank does gain possession of the Premises, the Bank diligently proceeds to cure such Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. In connection with the foregoing, to the extent (A) any repair, maintenance or alteration performed by Landlord (including repairs, maintenance and alterations required or permitted by Landlord hereunder), or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the Special Use Areas, and/or (B) any failure to provide services, utilities or ingress to and egress from the Special Use Areas (“Non-Abatement Events”), Tenant shall not be entitled to an abatement of Rent pursuant to the terms of this Section 19.5.2, provided that Tenant shall, subject to the terms of Section 19.5.1, above, be entitled to all available remedies at law or in equity (or, if a dispute arises in connection therewith, Tenant shall be entitled to arbitrate the same in accordance with the terms of Section 29.29 of this Lease).

          19.5.3 Landlord Bankruptcy Proceeding. In the event that the obligations of Landlord under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding involving Landlord as the debtor, or following the rejection of this Lease in accordance with Section 365 of the Bankruptcy Code, then notwithstanding any provision of this Lease to the contrary, Tenant shall have the right to set off against the Rent next due and owing under this Lease (a) any and all damages caused by such non-performance of Landlord’s obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (b) any and all damages caused by the non-performance of Landlord’s obligations under this Lease following any rejection of this Lease in accordance with Section 365 of the Bankruptcy Code.

     19.6 Efforts to Relet. For the purposes of this Article 19, Tenant’s right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord’s interests hereunder. The foregoing enumeration is not exhaustive, but

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merely illustrative of acts which may be performed by Landlord without terminating Tenant’s right to possession.

ARTICLE 20

ATTORNEYS’ FEES

     If either party commences litigation against the other for the specific performance of this Lease, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys’ fees as may have been incurred.

ARTICLE 21

LANDLORD’S RIGHT TO CONSTRUCT BUILDING 3

     21.1 In General. Tenant hereby acknowledges and agrees that Landlord shall have the right, at Landlord’s sole option, to construct Building 3 to the North of the “Building 3 Lot Line” depicted on Exhibit A-2, attached hereto. Landlord shall not commence construction of Building 3 and/or the parking facilities to be constructed concurrently therewith (the “Building 3 Project”) until such time as Landlord has obtained all applicable permits for the construction and development thereof (including full building permits). Landlord shall use commercially reasonable efforts to notify Tenant between sixty (60) and ninety (90) days prior to the commencement of the Building 3 Project.

     21.2 Timing/Manner of Construction. Landlord shall complete construction of the Building 3 Project (including the Field as required by Section 21.3, below) within sixteen (16) months from the commencement of the construction thereof (with commencement of construction evidenced by the commencement of demolition of the Surface Parking Lot and/or the Field (excluding Landlord’s conduct of test borings and/or indicator piles)) (the “Building 3 Construction Period”), provided that Tenant hereby acknowledges that such Building 3 Construction Period shall be subject to extension to extent of any delays resulting from “Force Majeure Delays,” as that term is defined in Section 5.1 of the Tenant Work Letter (provided that the reference in the definition of Force Majeure Delay to “constructing improvements comparable to the Tenant Improvements” shall be deemed for this purpose to mean “constructing improvements comparable to the Building 3 Project”. During the period of Landlord’s construction of Building 3 (if applicable), notwithstanding anything in this Lease to the contrary, but subject to the terms set forth below in this Section 21.2, Landlord shall have the right to modify the manner in which Tenant’s parking rights set forth in this Lease are provided to Tenant in any manner whatsoever reasonably determined by Landlord, provided that Tenant shall at all times have the right to the Maximum Parking Allotment (which shall be located on the Project and/or the Building 3 site). In connection with the foregoing, during the Building 3 Construction Period, Landlord and Tenant hereby acknowledge and agree that, notwithstanding anything in this Lease to the contrary, (i) Landlord shall have the right to implement an unlimited amount of aisle parking, (ii) Landlord shall cause the time period for retrieval of Tenant’s cars to be materially consistent with the normal time period in which Tenant’s cars are retrieved prior to the

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Building 3 Construction Period (and any incremental costs to maintain such level of service shall be the responsibility of Landlord and shall not be an Operating Expense), and (iii) to the extent that any persons other than Tenant, those receiving parking passes from Tenant and/or Tenant’s visitors shall be permitted to park in the Existing Parking Facilities (e.g., visitors to the Playa Vista Visitor’s Center), then Landlord shall provide security personnel, at Landlord’s cost and not as an Operating Expense, to reasonably maintain Tenant’s secure environment, provided that Landlord shall first park any such persons (excluding handicap vehicles) in the Playa Capital designated parking area (including aisles) to the extent such space is available.

     21.3 Demolition/Re-Construction of Field. Except as otherwise provided for herein, Tenant hereby acknowledges and agrees that the Field shall be demolished during the Building 3 Construction Period and that Landlord shall have no liability in connection therewith nor shall any Rent abate as a result thereof. Subject to the terms hereof, Landlord shall return the Field to Tenant for Tenant’s reconstruction of the same (the “Field Re-Construction”) in approximately the condition in which the Field exists as of the date of this Lease or a comparable or better condition within seven (7) months following the commencement of Landlord’s demolition of the Field, which seven (7) month period shall be subject to extension to the extent of any Force Majeure Delays (as such definition is modified in Section 21.2, above). Tenant hereby acknowledges and agrees that commencement of construction with respect to the Field shall not be deemed to have occurred until such time as Landlord commences actual demolition (which shall not include Landlord’s conduct of test borings and/or indicator piles, as required, but Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s use of the Field in performing such test borings and indicator piles). In addition, to the extent that Landlord conducts test borings and/or indicator piles on the Field and the construction of the Building 3 Project is not intended to be commenced reasonably promptly thereafter, Landlord shall repair the affected areas of the Field to a commercially reasonable condition. Notwithstanding anything contained herein to the contrary, Landlord shall be permitted to retain the area depicted on Exhibit A-3 (the “Landlord Staging Area”), following the initial return of the remainder of the Field to Tenant for purpose of staging the remaining construction of Building 3. The Landlord Staging Area shall be returned to Tenant for the Field Re-Construction associated therewith on or before Landlord’s completion of the Building 3 Project. In the event that Landlord shall fail to deliver the Field (other than the Landlord Staging Area) to Tenant in accordance with terms hereof for the Field Reconstruction within the seven (7) month period referred to above (as the same may be extended in accordance with the terms hereof), then, except to the extent resulting from the acts or omissions of Tenant (provided that Tenant has received notice of such delaying act or omission and has not cured the same within a reasonable period of time thereafter), Tenant shall be entitled to a credit against the next Rent due under this Lease in the amount of the product of (i) the number of days beyond the expiration of such 7-month period (as the same may be extended) that elapse until such delivery by Landlord is made in accordance with the terms hereof, and (ii) $3,000.00. Furthermore, in the event that Landlord shall fail to deliver the entirety of the Field (including the Landlord Staging Area) in accordance with the terms hereof prior to the expiration of the Building 3 Construction Period, then, in addition to the foregoing Rent credit, except to the extent resulting from the acts or omissions of Tenant (provided that Tenant has received notice of such delaying act or omission and has not cured the same within a reasonable period of time thereafter), Tenant shall be entitled to a further credit against the Rent due under this Lease in the amount of the product of (a) the number of days beyond the Building 3 Construction Period that elapse until Landlord delivers the entirety

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of the Field (including the Landlord Staging Area) in accordance with the terms hereof, and (b) $3,000.00. The foregoing Rent credits shall be Tenant’s sole and exclusive remedies for delays by Landlord in completion the Building 3 Project (or any portion thereof). The Field Re-Construction shall be performed by Tenant in accordance with the Tenant Work Letter in the same manner as the Field was constructed initially, provided that, in connection therewith, the Common Area Allowance shall be inapplicable, and lieu thereof, Landlord shall provide an allowance for the Field Re-Construction in the aggregate amount of $208,770.00 (the “Field Re-Construction Allowance”), and such Field Re-Construction Allowance shall be disbursed by Landlord under the Tenant Work Letter in the same manner as the Common Area Allowance initially provided under the Tenant Work Letter. Except as specifically set forth herein, Landlord shall not be obligated to provide or pay for any improvements in connection with the Field Re-Construction.

     21.4 Other Terms. Nothing contained in this Article 21 shall limit or alter Landlord’s rights under Section 29.28 of this Lease, which Landlord and Tenant hereby agree shall be applicable in connection with the construction of Building 3. Landlord and Tenant acknowledge that Tenant desires Landlord to minimize interference with Tenant’s use of the Project (other than the Field) during the construction of the Building 3 Project, and that, notwithstanding the foregoing, construction of the Building 3 Project will create noise, debris and other matters which are undesirable to Tenant. In connection with the foregoing, Landlord hereby agrees that Landlord shall construct the Building 3 Project in accordance with typical construction industry means and procedures.

     21.5 Tenant’s Limited Right to Notice Regarding Lease of Building 3. During the Lease Term, not less than ten (10) business days prior to the date Landlord is to consummate the first lease of all or a portion of Building 3 or the date which Landlord anticipates securing permits for the construction of Building 3 (regardless of whether Landlord has an anticipated tenant for Building 3), Landlord shall deliver notice of such leasing or the securing of such permits, as the case may be, to Tenant (which notice, in the case of a lease, shall include the location and approximate square footage of the subject space); provided, however, Landlord and Tenant hereby expressly agree that the terms of this Section 21.5 shall not be interpreted to impose any duty on Landlord to lease such space to Tenant including, to act in good faith or use reasonable efforts to lease or negotiate to lease such space to Tenant. The terms of this Section 21.5 are meant merely to cause Landlord to give a courtesy notice to Tenant of such lease or the securing of such permits, as the case may be, and not to expressly or impliedly obligate Landlord in any other manner. Notwithstanding anything contained herein to the contrary, Landlord shall have no obligation to deliver a notice under this Section 21.5 in the event that (i) Landlord has previously leased space in Building 3 to a party other than Tenant, or (ii) at the time Landlord would otherwise deliver a notice hereunder, Tenant is in default under this Lease after the expiration of any applicable cure period.

     21.6 Loading Docks. Landlord and Tenant hereby acknowledge and agree that, upon the construction of Building 3, the loading dock servicing the Buildings may be relocated, subject to and in accordance with the terms of Section 1.3 of the Tenant Work Letter.

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ARTICLE 22

INTENTIONALLY OMITTED

ARTICLE 23

SIGNS

     23.1 Permitted Signage. Subject to the terms hereof, provided all signs are in keeping with the quality of the Buildings and Project, Tenant, at its sole cost and expense, may install identification signage anywhere in the Premises.

     23.2 Directional Signage. Tenant shall be entitled to install reasonable amounts of directional and directory signage within the Project (“Directional Signage”) subject to Landlord’s prior approval, which approval shall not be unreasonably conditioned or withheld and shall be granted or denied within ten (10) business days following Tenant’s request therefor.

     23.3 Prohibited Signage and Other Items. Except as provided herein, Tenant may not install any signs on the exterior or roof of the Project or the Common Areas of the Project.

     23.4 Underlying Documents. Tenant shall comply with the Underlying Documents in connection with any signage permitted hereunder, including obtaining consents as and to the extent required thereunder. Landlord shall reasonably cooperate with Tenant in connection with Tenant’s compliance with the Underlying Documents hereunder, at no cost or expense to Landlord.

     23.5 Tenant’s Exterior Signage; Property Name.

          23.5.1 Building Signage. Subject to the terms hereof, Applicable Laws, and any Underlying Documents recorded against the Project as of the date of this Lease or as otherwise approved by Tenant pursuant to the terms of this Lease, Tenant shall be entitled, at its sole cost and expense, to exclusive multiple location identification signage (collectively, the “Building Signage”) anywhere on the exterior of Building 1 and Building 2 as desired by Tenant, with the exact locations to be subject to Landlord’s reasonable approval (provided that Landlord hereby approves the locations designated on Exhibit F, attached hereto, and the signage locations set forth in the Playa Capital Sublease), Applicable Laws and Underlying Documents recorded against the Project as of the date of this Lease or as otherwise approved by Tenant pursuant to the terms of this Lease. Except to the extent required by Applicable Law, no signage other than Tenant’s Building Signage shall be allowed on the Buildings, provided that the foregoing shall not alter or limit Landlord’s rights, as set forth in this Lease, with respect to the Building 3 Monument. Landlord hereby pre-approves the following types of Building Signage: electronic imaging (including multi-story), projection of signage onto the Buildings (including during special events), “bus wrap” signage, and “jumbotron” type signage, provided that the foregoing approval shall not alter or limit (i) Tenant’s obligations to comply with the terms of this Article 23, Applicable Laws and Underlying Documents recorded against the Project as of the date of this Lease or as otherwise approved by Tenant pursuant to the terms of this Lease,

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and (ii) Tenant’s obligation to obtain Landlord’s reasonable approval of all specifications of any particular Building Sign to be installed by Tenant.

          23.5.2 Monument Signage. Subject to the terms hereof, Tenant may install in the Project one or more monument signs along Jefferson Boulevard and/or Lincoln Boulevard (“Monument Signs”). The size, design, location and all other specifications of the Monument Signs shall be subject to the reasonable approval of Landlord. Notwithstanding the foregoing, Tenant hereby acknowledges and agrees that, at any time following the date Building 3 is substantially complete, Landlord shall be permitted to install a monument for Building 3 (the “Building 3 Monument”) on Jefferson Boulevard not less than 150 feet West of the intersection of Brisa Way and Jefferson Boulevard, and, in connection therewith, (i) none of Tenant’s Monument Signs shall be located within one hundred (100) feet of the Building 3 Monument, and (ii) to the extent required based upon the terms of item (i), above, by Applicable Law or by any applicable Underlying Documents for Landlord to install the Building 3 Monument, Tenant shall remove or relocate, as the case may be, any Monument Sign previously installed by Tenant. In no event shall the Building 3 Monument be greater than five (5) feet in height.

          23.5.3 Project Name. Provided that the Original Tenant or an Affiliate Assignee, as the case may be, is not in Material Default under this Lease, Landlord hereby grants the Original Tenant or an Affiliate Assignee the right to designate the “name” of the Project as “Electronic Arts” or “EA” followed by “Center,” “Centre,” “Studios” or “Plaza” or similar names subject to the prior reasonable approval of Landlord (“Project Name”) (provided that Landlord’s consent shall be deemed to be reasonably withheld to the extent that the Project Name is an “Objectionable Name,” as that term is defined in Section 23.5.4, below). Tenant shall designate the Project Name, subject to the foregoing, prior to the Lease Commencement Date. Landlord shall, at Tenant’s sole cost, in connection with any change in the Tenant’s Signage as allowed pursuant to the terms of this Lease, change such Project Name to match or be a direct, recognizable derivative of the new name on the Tenant’s Signage. No signage identifying the Landlord or identifying third parties (other than occupants of Building 3 on the Building 3 Monument) shall be permitted by Landlord in the Project.

          23.5.4 Additional Obligations and Conditions. The Building Signage, Directional Signage and the Monument Signs are collectively referred to herein as the “Exterior Signage.” All aspects of Tenant’s Exterior Signage (including any changes to such Exterior Signage which Tenant may, subject to Landlord’s reasonable approval and subject to the terms hereof, make from time to time throughout the entire Lease Term), including, but not limited to, quality, design, style, color, lighting and size, as applicable, shall be (a) subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, which shall be granted or denied within ten (10) business days, and (b) in compliance with all Applicable Laws and Underlying Documents recorded as of the date of this Lease or as otherwise approved by Tenant pursuant to the terms of this Lease; provided, however, that if Tenant does not receive the necessary governmental permits, approvals and other approvals required hereunder for all or any portion of the Exterior Signage, Landlord’s and Tenant’s rights and obligations under the remaining provisions of this Lease shall be unaffected; provided further, however, that Landlord shall, at Tenant’s sole cost and expense, use commercially reasonable efforts to cooperate with Tenant in obtaining any such required governmental permits and approvals. Notwithstanding the foregoing, but without limiting the conditions set forth in subsection 23.5.3(c), Landlord hereby

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pre-approves of the design and colors of Tenant’s logo existing as of the date hereof. Tenant shall be responsible, at its sole cost and expense, for the operation, maintenance, repair, replacement and compliance with laws of Tenant’s Exterior Signage. Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant’s sole cost and expense, remove Tenant’s Exterior Signage and repair any damage resulting therefrom. If Tenant fails to remove its Exterior Signage, and to repair any damage to the Buildings and/or the Project resulting from such removal when and as required hereunder, then Landlord may perform such work and all costs and expenses incurred by Landlord in so performing shall be reimbursed by Tenant to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s invoice therefor. The immediately preceding sentence shall survive the expiration or earlier termination of this Lease. Tenant’s rights to Exterior Signage contained in this Section 23.5 shall be personal to the Original Tenant and any Affiliate Assignee. Notwithstanding anything contained in this Article 23 to the contrary, in no event shall the name and/or any logo on any Exterior Signage be an “Objectionable Name.” The term “Objectionable Name” shall mean any name or logo which relates to an entity which is of a character or reputation, or is associated with a political orientation or faction, which is inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building.

ARTICLE 24

COMPLIANCE WITH LAW

     Tenant shall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance, decrees, codes, common law, judgments, orders, rulings, awards or other governmental or quasi-governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated including any “Environmental Laws,” as that term is defined in Section 29.25.1 of this Lease (“Applicable Laws”). Tenant shall, at its sole cost and expense, promptly comply with any Applicable Laws which relate to (i) Tenant’s use of the Premises (provided that this item (i) shall be inapplicable with respect to the Tenant Improvements and any Alterations, which shall be governed pursuant to the terms of items (ii) and (iii), below), (ii) any Alterations made by Tenant to the Premises, and any tenant improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by non-typical general office Alterations made by Tenant to the Premises, or any non-typical general office Tenant Improvements, or Tenant’s use of the Premises for non-general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, subject to Article 7 of this Lease and the immediately preceding sentence, at its sole cost and expense, to comply promptly with such standards or regulations. The judgment of any court of competent jurisdiction or the admission of either party hereto in any judicial action, regardless of whether the other party is a party thereto, that such party has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant. Landlord shall comply with all Applicable Laws relating to the Project (except as otherwise set forth in this Lease), Common Areas, Base Building and Building Systems (including, without limitation, Applicable Laws relating to hazardous materials or hazardous substances), provided that compliance with such Applicable Laws is not the responsibility of Tenant under this Lease, and

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provided further that Landlord’s failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy (or its legal equivalent) for the Premises, or would unreasonably and materially affect the safety of Tenant’s Parties or create a significant health hazard for Tenant’s Parties or otherwise materially interfere with or materially affect Tenant’s Permitted Use and enjoyment of the Premises (collectively, the “Landlord Compliance Conditions”). Landlord shall be permitted to include in Operating Expenses any costs or expenses incurred by Landlord under this Article 24 to the extent consistent with, and amortized to the extent required by, the provisions of Section 4.2.3 of this Lease. Notwithstanding anything to the contrary, in the event any portion of the Project (including the Premises) does not comply with the Americans With Disabilities Act of 1990 (41 U.S.C. 12101 et seq.), as well as the regulations and accessibility guidelines promulgated thereunder (collectively, “ADA”), or any laws, ordinances or statutes of the County of Los Angeles or State of California based upon or similar to ADA (collectively, the “Disability Codes”) for new construction disregarding any grandfathering and waivers as of the Lease Commencement Date and such non-compliance does not result from Tenant’s construction of the Tenant Improvements or Tenant’s particular use of the Premises for non-general office use, and Tenant is not responsible for such non-compliance in accordance with the terms of this Lease, then Landlord shall be obligated to promptly, at Landlord’s sole cost and expense (and not as an Operating Expense), rectify said violation and cause the Project to be in material compliance with ADA or the Disability Codes, as applicable, subject to the Landlord Compliance Conditions. Landlord furthermore agrees to be responsible, at its cost (not to be applied against the “Tenant Improvement Allowance,” as that term is defined in Section 2.1 of the Tenant Work Letter) for causing the Base Building to be in material compliance with all Environmental Laws (as defined herein) as of the date of this Lease (disregarding grandfathering and waivers). If Landlord fails to timely comply with its obligations under this Article 24, then Tenant shall, subject to the terms and conditions of Article 7, be permitted to exercise its rights under Section 7.2 of this Lease, as if such failure was a failure by Landlord to make repairs required under Section 7.1 of this Lease.

ARTICLE 25

LATE CHARGES

     If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) business days after Notice that said amount is past due, then Tenant shall pay to Landlord a late charge equal to two percent (2%) of the overdue amount, plus any reasonable attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within five (5) business days after notice that any such amounts are past due shall thereafter bear interest until paid at a rate per annum equal to the lesser of (i) the Interest Rate or (ii) the highest rate permitted by Applicable Law.

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ARTICLE 26

LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

     26.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent otherwise expressly provided in this Lease. If Tenant shall fail to perform any of its obligations under this Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2, above, then upon five (5) additional days Notice from Landlord, Landlord may, but shall not be obligated to make any such payment or perform any such act on Tenant’s part without waiving its right based upon any Default of Tenant and without releasing Tenant from any obligations hereunder.

     26.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, within thirty (30) days after delivery by Landlord to Tenant of statements therefor, sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant’s Defaults pursuant to the provisions of Section 26.1 above.

ARTICLE 27

ENTRY BY LANDLORD

     Subject to Tenant’s reasonable security arrangements, Landlord reserves the right at all reasonable times and upon reasonable prior Notice (which Notice shall (except in cases of emergency in which case no Notice shall be required) be at least forty-eight (48) hours’ prior written notice with respect to items (iii) and (iv) below and may be forty-eight (48) hours’ prior oral notice to Tenant’s office manager with respect to items (i) and (ii) below) to the Tenant to enter the Premises to (i) inspect them during Business Hours; (ii) show, during Business Hours, the Premises to prospective purchasers, mortgagees or ground or underlying lessors, or, during the last eighteen (18) months of the Lease Term, prospective tenants; (iii) post notices of non-responsibility; or (iv) alter, improve or repair the Premises, Building 1, Building 2, or the Project if necessary to comply with current building codes or other Applicable Laws, or for structural alterations, repairs or improvements to the Building 1, Building 2 or the Project as required or permitted under the Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord; and (B) subject to the terms of Section 26.1 above, perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as expressly provided in Section 19.5.2, above, and may take such steps as required to accomplish the stated purposes; provided, however, that any such entry shall be accomplished as expeditiously as reasonably possible and in a manner so as to cause as little interference to Tenant as reasonably possible and shall be performed after Business Hours if reasonably practical and subject to reasonable scheduling with Tenant. Landlord acknowledges and agrees that Tenant may require that Landlord be accompanied by an employee of Tenant during any such entry into the Premises by Landlord; provided, however, that in no event shall the unavailability of such escort at the time that Landlord is permitted to enter the Premises delay Landlord’s entry into the Premises as permitted hereunder. Tenant hereby waives any claims for

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damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. Even in emergency situations, Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant’s business operations. For each of the above purposes, Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises; provided, however, that Landlord shall, subject to Section 10.1 of this Lease and to the extent that such damage is not covered by insurance required to be carried by Tenant under this Lease or caused by any governmental agencies, repair any damage to the Premises caused by any such emergency entry into the Premises by Landlord. Notwithstanding anything to the contrary set forth in this Article 27, Tenant may designate certain areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or confidential information, including, without limitation, the data center portion of the Premises. In connection with the foregoing, Landlord shall not enter such Secured Areas except in the event of an emergency or unless Landlord is accompanied by a Tenant escort, to the extent an escort is reasonably available. Landlord need not clean any area designated by Tenant as a Secured Area and shall only maintain or repair such secured areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Building Structure and/or the Building Systems; (ii) as required by Applicable Laws, or (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord’s reasonable approval. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises.

ARTICLE 28

TENANT PARKING

     28.1 In General. Tenant shall rent from Landlord parking passes on a monthly basis throughout the Lease Term the Minimum Parking Allotment. Upon not less than thirty (30) days notice to Landlord, Tenant may elect to have up to thirty (30) of Tenant’s parking passes be for the use of a reserved parking space in the Existing Parking Garage. The location of Tenant’s parking passes shall be in the “Project Parking Facilities,” as that term is defined in Section 28.2, below. Subject to the terms of this Article 28, Tenant may elect to have any combination of valet parking, reserved parking and/or tandem/valet assist parking. Tenant acknowledges and agrees that Tenant shall be obligated to rent from Landlord the Minimum Parking Allotment, as such may increase from time to time. Landlord acknowledges and agrees that Landlord is obligated to provide to Tenant the Maximum Parking Allotment throughout the entire Lease Term (notwithstanding the terms of the Underlying Documents). Prior to the Tranche Rent Commencement Date for Tranche 4, Tenant may, upon two (2) business days notice, adjust the number of parking passes Tenant elects to rent from Landlord subject to the Minimum Parking Allotment and the Maximum Parking Allotment. Subject to the terms hereof, Tenant shall pay to Landlord for parking passes on a monthly basis the prevailing rate charged for parking passes as reasonably determined by Landlord from time to time based on the location of such passes and the type of such passes; provided, however, that (i) Tenant shall have no obligation to pay for

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parking prior to the Lease Commencement Date, and (ii) at such time as Tenant leases all of the parking spaces associated with Tranche 4 (excluding any parking spaces deemed rented by Tenant under Section 28.6, below), Tenant shall receive a fifty percent (50%) discount of the parking charge for fifty (50) of Tenant’s parking passes which are associated with Tranche 4 and a one hundred percent (100%) abatement of the parking charges applicable to sixty-six (66) of Tenant’s parking passes which are associated with Tranche 4. As of the Lease Commencement Date, the prevailing rate shall be Ninety Dollars ($90.00) for each unreserved pass per month and $150.00 for each reserved pass per month; provided, however, that Landlord and Tenant acknowledge and agree that such prevailing rate in effect as of the Lease Commencement Date shall not increase in any calendar year (on a percentage increase basis) by more than the average increase (on a percentage increase basis) in parking rates in the same calendar year charged generally by landlords of the Comparable Buildings. Notwithstanding anything in this Article 28 to the contrary, prior to the “Stipulated Rates Cutoff Date,” as that term is defined, below, the parking charge applicable to thirty-three (33) of Tenant’s unreserved passes shall equal $85.00 per pass per month (provided that such amount shall increase by three percent (3%) on each anniversary of the Lease Commencement Date). In addition, Tenant shall, in all instances, be responsible for any taxes imposed by any governmental authority in connection with the renting of such parking passes by Tenant or the use of the parking facility by Tenant. Tenant shall abide by all Applicable Laws (including any governmentally mandated traffic demand management program, subject to the terms of Section 4.2.3(BBB)) and all reasonable rules and regulations which are prescribed from time to time for the orderly operation and use of the parking facility where the passes are located and upon Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply with such rules and regulations. Subject to the requirements of this Article 28, Landlord specifically reserves the right to change the location, size, configuration, design, layout and all other aspects of the Project parking facility, but not the discontinuance of the reserved and/or valet parking rights of Tenant set forth herein (provided that Tenant’s parking rights are not reduced or materially changed as a result thereof, do not create a material security risk to Tenant and so long as Tenant’s obligations under this Lease are not materially and unreasonably increased as a result thereof and so long as the entrance to the Project, as constructed by Tenant and approved by Landlord in accordance with the terms of this Lease, shall not be materially modified or interfered with), at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent (except as provided in Section 19.5.2 of this Lease), from time to time, close-off or restrict access to the parking facility in question for purposes of permitting or facilitating any such construction, alteration or improvements provided that such modifications may only be made by Landlord to the extent required by Applicable Laws or as reasonably necessary on a temporary basis in the event of repairs required under this Lease and/or a damage or destruction. Landlord shall use commercially reasonable efforts to cause any such work to be conducted in a manner which will minimize material interference with Tenant’s Permitted Use, which efforts shall include, to the extent necessary, providing Tenant with reasonable alternative parking at no additional cost to Tenant. Landlord may totally or partially delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control delegated by Landlord. The parking passes rented by Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel (not including Tenant’s invitees and guests) and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant except on a pro rata basis in connection with an assignment or subletting of the

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Premises permitted or approved in accordance with the terms and conditions of Article 14. For purposes of this Lease, the “Stipulated Rates Cutoff Date” is the earlier to occur of (i) the tenth (10^th) anniversary of the Lease Commencement Date, and (ii) the later to occur of (a) date of the termination of the Playa Capital Sublease, or (b) the fifth (5^th) anniversary of the Lease Commencement Date.

     28.2 Project Parking Facilities. The term “Project Parking Facilities” shall mean, collectively, as the case may be (i) the parking garage existing as of the date of this Lease (the “Existing Parking Garage”), (ii) the surface parking lot anticipated to be constructed by Landlord on or about the area on which Building 3 may be constructed (the “Surface Parking Lot”), and/or (iii) any expansion of the Existing Parking Garage or additional parking garage located on the Project and/or the area in which Building 3 may be located (in either such events referred to in this item (iii), the “New Parking Garage”). In all events, the Project Parking Facilities shall be located within the Project and/or the area in which Building 3 may be constructed. Subject to the terms of Article 21, any valet personnel retained by Landlord in excess of the “Base Parking Personnel,” as that term is defined, below, if any, shall be the responsibility of Tenant (subject to the terms of Section 28.3, below). Subject to the terms of Article 21 of this Lease and the terms of this Article 28, Landlord shall have the right to “aisle park” up to one hundred sixteen (116) vehicles in the Existing Parking Garage (the “Aisle Parking Cap”) and on an unlimited basis on the Surface Parking Lot and/or New Parking Garage; provided that in the event that Landlord shall exceed the Aisle Parking Cap (A) by more than thirty (30) vehicles (inclusive of visitors), (B) in more than five (5) days (with Tenant providing notice to Landlord of each such daily violation on the date of the occurrence thereof), (C) such five (5) days of violation occur in the same month, and (D) there are more than four (4) different months in which the events described in items (A) through (C) occur in any twelve (12) month period, then Landlord shall be obligated to provide Tenant additional parking, subject to the requirements of this Article 28. Tenant hereby acknowledges and agrees that in addition to the Existing Parking Garage, Landlord may, at its sole option, provide additional parking in order to satisfy Tenant’s parking rights under this Lease by (i) construction of the Surface Parking Lot and/or (ii) a New Parking Garage. Notwithstanding anything contained herein to the contrary, in no event shall Landlord have the right to cause any of the parking to which Tenant is entitled under this Lease to be located outside of the Project and/or the area in which Building 3 is or may be located.

     28.3 Valet Parking Personnel; Monthly Valet Allowance. Landlord shall provide a monthly valet parking personnel allowance in an amount equal to the “Monthly Valet Allowance,” as that term is defined, below, for the purpose of retaining valet personnel to service the parking provided to Tenant pursuant to the terms of this Lease (the “Valet Parking Personnel”). The quantity and nature of the Valet Parking Personnel shall be as reasonably directed by Tenant from time to time, provided that in no event shall the quantity of such personnel be less than the “Base Parking Personnel”, as that term is defined, below. Because Tenant is directing the timing and allocation of Valet Parking Personnel, Landlord shall have no liability to Tenant for car retrieval delays resulting from inadequate valet parking personnel, provided that Landlord shall use commercially reasonable efforts to cause the Valet Parking Personnel which is at the Project to service Tenant on a timely basis. Any portion of the Monthly Valet Allowance which is not used by Tenant in a particular month may be carried forward and used by Tenant in any subsequent month, provided that the Monthly Valet

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Allowance shall be utilized solely for the purposes set forth herein and may not be used for any other purpose whatsoever. To the extent the valet parking costs exceed the Monthly Valet Allowance, Tenant shall pay such amounts to Landlord within thirty (30) days of billing. For purposes of this Lease, the “Base Parking Personnel” shall mean one (1) full time (i.e., one 8 hour shift) facility manager, six (6) full time (i.e., one 8 hour shift) tandem parking attendants, and two (2) full time (i.e., one 8 hour shift) relievers. For purposes of this Lease, the “Monthly Valet Allowance” shall mean $25,000.00, provided that such amount shall increase following the expiration of each thirty (30) month period during the Lease Term by an amount equal to $1,750.00.

     28.4 Visitor Parking. Landlord and Tenant hereby acknowledge and agree that (i) no person that does not retain a monthly parking pass provided by Landlord to Tenant or a Tenant invitee (which shall include Playa Capital as subtenant) or visitor shall be permitted to park in the Existing Parking Garage, (ii) to the extent that more than thirty (30) Tenant visitors (i.e., individuals that do not have a monthly parking pass provided by Landlord) shall be at the Project at any one time but not including any visitors which park in the Playa Capital designated parking area (the number of visitors in excess of 30 to be referred to herein as the “Excess Visitors”), Landlord shall undertake reasonable efforts to accommodate such Excess Visitors, provided that for the day(s) in which Excess Visitors exists, the number of Excess Visitors shall be added to the Aisle Parking Cap, and (iii) Tenant’s visitors shall not be charged for parking in the Project Parking Facilities.

     28.5 Modification of Parking Facilities for Subtenants. Subject to the terms of this Lease (including, without limitation, the Tenant Work Letter and/or Article 8, as the case may be), Tenant shall have the right to segregate a portion of the Existing Parking Garage for any subtenants of Tenant, provided that the same does not materially adversely affect Landlord’s ability to aisle park to the extent set forth in this Article 28. Landlord hereby approves the installation of a fence, in the location in the Existing Parking Garage set forth in the Playa Capital Sublease or such other location as is reasonably approved by Landlord, subject to the remaining terms of the Tenant Work Letter and/or Article 8 of the Lease.

     28.6 Common Area Alterations; Loading Dock. In the event that Tenant’s construction of Common Area Alterations (including, without limitation, any driveway or related features relating to vehicular entry into the Existing Parking Garage) and/or the construction of the loading dock in accordance with the terms of Section 1.3 of the Tenant Work Letter shall eliminate certain parking spaces within the Existing Parking Garage, (a) all of such parking spaces eliminated as a result of Common Area Alterations and fifty percent (50%) of the parking spaces eliminated as a result of the construction of the loading dock shall be deemed parking spaces provided to and used by Tenant pursuant to the terms of the Lease, (b) the Aisle Parking Cap shall be increased by the number of all of the parking spaces so eliminated (whether by Common Area Alterations or the loading dock), and (c) following the Tranche Rent Commencement Date for Tranche 4, Tenant shall be obligated to pay the parking charge (in accordance with the terms of this Article 28) associated with (i) all of the parking spaces eliminated as a result of Tenant’s Common Area Alterations, and (ii) fifty percent (50%) of the parking spaces eliminated as a result of the construction of the loading dock.

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     28.7 Tenant’s Operational Requests. Landlord shall cooperate with reasonable Tenant requests in connection with the operation of the Project Parking Facilities servicing Tenant, provided that (a) subject to the terms of Section 28.3, above, Tenant shall be responsible for any increased costs associated with the implementation of such requests, and (b) such requests shall not adversely effect Landlord’s ability to comply with the terms of this Lease (including, without limitation, this Article 28).

ARTICLE 29

MISCELLANEOUS PROVISIONS

     29.1 Binding Effect. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

     29.2 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

     29.3 Modification of Lease. Should any current or prospective mortgagee or ground lessor for Building 1, Building 2 and/or the Project require a modification or modifications of this Lease, which modification or modifications will not cause an increased cost or expense to Tenant or (other than in a de minimus manner) adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Landlord within twenty (20) days following the request therefor. Landlord shall reimburse to Tenant the actual, documented and reasonable attorneys’ fees incurred by Tenant in reviewing such documents, not to exceed Seven Hundred Fifty Dollars ($750.00). Should Landlord or any such prospective mortgagee or ground lessor require execution of a short form of Lease for recording, containing, among other customary provisions, the names of the parties, a description of the Premises and the Lease Term, Tenant agrees to execute such short form of Lease memorandum and to deliver the same to Landlord within twenty (20) days following the request therefor, the recordation of which shall be at the sole cost and expense of Landlord.

     29.4 Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project and/or Building 1 and/or Building 2 and in this Lease so long as such transfer is not a subterfuge to avoid Landlord’s obligations under this Lease, and Tenant agrees that in the event of any such transfer and if the transferee assumes the applicable obligations, Landlord shall automatically be released from all liability (to the extent such obligations are assumed by the transferee) under this Lease not accrued as of the date of the transfer and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as

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additional security. Such transfer shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder.

     29.5 Recordation of Memorandum of Lease and Purchase Option Agreement. Concurrently with the mutual execution of this Lease, Landlord and Tenant shall execute and acknowledge a Memorandum of Lease and Purchase Option Agreement in the form attached hereto as Exhibit J (the “Memorandum of Lease”). Within five (5) business days following the date of full execution and delivery of this Lease, Landlord shall cause the Memorandum of Lease to be recorded (at Tenant’s sole cost and expense) and shall provide Tenant with a conformed copy followed by a copy of the recorded document thereof. At such time as this Lease or any terms of the Memorandum of Lease, as the case may be, shall be inapplicable to any portion of the Project and/or to the Field and/or the Building 3 site, Tenant shall, at Landlord’s request, execute a commercially reasonable quitclaim or amendment relating thereto, which quitclaim or amendment shall be in a recordable form. Tenant hereby agrees to provide, upon not less than fifteen (15) business days notice, the owner of Phase I (i.e., Building 1 and Building 2) and/or the owner of Phase II (i.e., the Field and the Building 3 site), an estoppel certificate indicating the current status of any matter relating to the terms and conditions of Article 21 of this Lease.

     29.6 Captions. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections. Notwithstanding the foregoing, whenever in this Lease a reference is made to an Article, such reference shall include all Sections in such Article and whenever a reference is made to a Section, all such references shall include all subsections with the same pre-numeric identification. The term “Lease” shall include all Exhibits which are attached to this Lease which are by this reference deemed incorporated into this Lease.

     29.7 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

     29.8 Time of Essence. Time is of the essence of this Lease and each of its provisions. Whenever in the Lease a payment is required to be made by one party to the other, but a specific date for payment is not set forth or a specific number of days within which payment is to be made is not set forth, or the words “immediately,” “promptly,” and/or “on demand,” or their equivalent, are used to specify when such payment is due, then such payment shall be due thirty (30) days after the date that the party which is entitled to such payment sends Notice to the other party demanding such payment.

     29.9 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

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     29.10 Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the liability of Landlord and the Landlord Parties hereunder (including any successor landlord) and any recourse by Tenant against Landlord or the Landlord Parties shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Project (together with any rent, sales, insurance and condemnation proceeds actually received by Landlord and not subject to any superior rights of third parties), and neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability. Landlord acknowledges and agrees that in no event shall Tenant’s obligations under this Lease constitute the personal obligations of Tenant’s officers, directors and employees and Landlord, on behalf of itself and all persons claiming by, through or under Landlord, expressly waives and releases such individuals from any and all personal liability for Tenant’s obligations hereunder.

     29.11 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. This Lease, the exhibits and schedules attached hereto, and the Project Agreement Re Right of First Offer to Purchase and Options to Purchase (the “Purchase Option Agreement”) executed by Landlord and Tenant in connection with this Lease and dated of even date herewith, contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Premises and the rights of Tenant to purchase the Buildings, and shall be considered to be the only agreements between the parties hereto and their representatives and agents. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that any written or oral communications delivered by Landlord to Tenant pertaining to Direct Expenses do not constitute a part of this Lease and Tenant further acknowledges and agrees that in no event will Landlord be liable or bound in any manner by any such oral or written statements, representations or information pertaining to Project.

     29.12 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in Building 3 (if constructed by Landlord) as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of Building 3. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in Building 3 (if constructed by Landlord).

     29.13 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain permits, services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform (collectively, the “Force Majeure”), except with respect to the obligations imposed upon Tenant with regard to Rent or other charges to be paid by Tenant or Landlord pursuant to this Lease, and except as to Tenant’s obligations under Articles 5 and 24 of this Lease, notwithstanding anything to the contrary

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contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

     29.14 Notices. All notices, demands, statements, approvals or communications (each, a “Notice,” collectively, “Notices”) given or required to be given by either party to the other hereunder shall be in writing, shall be sent by United States certified or registered mail, postage prepaid, return receipt requested, or delivered personally (i) to Tenant at the appropriate address set forth in Section 5 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord; or (ii) to Landlord at the addresses set forth in Section 3 of the Summary, or to such other firm or to such other place as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given on the date it is mailed as provided in this Section 29.14 or upon the date personal delivery is made or attempted to be made. If Tenant is notified of the identity and address of Landlord’s mortgagee or ground or underlying lessor, Tenant shall give to such mortgagee or ground or underlying lessor Notice of any default by Landlord under the terms of this Lease by registered or certified mail.

     29.15 [Intentionally Omitted.]

     29.16 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

     29.17 Authority. If Tenant or Landlord is a corporation or partnership, each individual executing this Lease on behalf of Tenant or Landlord hereby represents and warrants that Tenant or Landlord, as appropriate, is a duly formed and existing entity qualified to do business in California and that Tenant or Landlord, as appropriate, has full right and authority to execute and deliver this Lease.

     29.18 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.

     29.19 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

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     29.20 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Landlord shall pay the brokerage commissions owing to Cresa Partners (the “Cresa Partner’s Commission”) in connection with the transaction contemplated by this Lease pursuant to a separate written agreement (the “Cresa Partner’s Agreement”). Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent other than the Brokers. In addition, to the extent that Landlord fails to pay to Brokers the Cresa Partner’s Commission in accordance with the Cresa Partner’s Agreement, Brokers may send written notice to Landlord and Tenant of such failure and if Landlord fails to pay such amounts or object to the payment thereof within thirty (30) days after said notice, Tenant shall be entitled to offset such amount(s) owed to the Brokers under the Cresa Partner’s Agreement from Landlord against Tenant’s next rental obligations which next become due under this Lease. Any amount(s) offset from Tenant’s rental obligations hereunder shall no longer be owed from Landlord to Broker under the Cresa Partner’s Commission, but will become due from Tenant to Broker. Any dispute with respect to the payment of the Cresa Partner’s Commission shall be determined by arbitration pursuant to Section 29.29 below. The terms of this Section 29.20 shall survive the expiration or earlier termination of the Lease Term.

     29.21 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not, except as otherwise expressly provided herein, be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord; provided, however, that the foregoing shall in no way impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions hereof so long as Notice is first given to Landlord and any holder of a mortgage or deed of trust covering either or both Buildings, the Project, or any portion thereof, of whose address Tenant has theretofore been notified.

     29.22 Quiet Enjoyment. Provided this Lease is in full force and effect and no Event of Default then exists, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any person lawfully claiming through or under Landlord, subject to the terms and conditions of this Lease and to all Superior Leases and Mortgages.

     29.23 Transportation Management. Subject to the terms of Section 4.2.3(BBB), Tenant shall fully comply with all present or future governmentally mandated programs intended to manage parking, transportation or traffic in and around the Project and/or the Buildings, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related

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committees or entities. Such programs may include, without limitation: (i) implementation of an in-house ridesharing program and an employee transportation coordinator; (ii) working with employees and any Project, Building or area-wide ridesharing program manager; (iii) instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and (iv) utilizing flexible work shifts for employees.

     29.24 No Discrimination. Tenant covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through Tenant, and this Lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, sex, religion, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, or enjoyment of the Premises, nor shall Tenant itself, or any person claiming under or through Tenant, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants or vendees in the Premises.

     29.25 Hazardous Substances.

          29.25.1 Definitions. For purposes of this Lease, the following definitions shall apply: “Hazardous Material(s)” shall mean any substance or material that is described as a toxic or hazardous substance, waste, material, pollutant, contaminant or infectious waste, or any matter that in certain specified quantities would be injurious to the public health or welfare, or words of similar import, in any of the Environmental Laws or any other words which are intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or reproductive toxicity and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, methane, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity. “Environmental Laws” shall mean all federal, state, local and quasi-governmental laws (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards, rules, regulations and guidance documents now or hereafter be enacted or promulgated as amended from time to time, in any way relating to or regulating Hazardous Materials. As used in this Lease, “Environmental Claims” shall mean any civil or administrative claim, order, demand, charge, liability, obligation, action, suit, damage, judgment, loss, cost expense, fine, or penalty, including but not limited to, attorney’s fees, court costs and other costs of administrative proceedings or litigation. For purposes of this Lease, the term “Pre-Existing Hazardous Materials” means any and all contamination or pollution caused by any Hazardous Materials previously released, discharged, leaked, stored, used, handled, contained, or otherwise presently existing, in, on, under or around the Project, whether or not caused by Landlord, any prior owner, operator, lessee, or any other party as of or prior to the date of this Lease. The obligations set forth in this Section 29.25 shall survive the expiration or termination of this Lease.

          29.25.2 Compliance with Environmental Laws. Landlord covenants that during the Lease Term, Landlord shall comply with all Environmental Laws in accordance with, and as required by, the terms of Article 24 of this Lease. To the extent required by any Environmental Laws, subject to the Landlord Compliance Conditions, Landlord shall (i)

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promptly commence a removal, encapsulation or other containment or remediation program reasonably selected by Landlord which is required by and complies with all Applicable Laws (the “Remediation Program”) to the extent not being performed by some other third party, and (ii) at Landlord’s sole cost and expense, diligently prosecute the Remediation Program and take such other reasonable action to completion in such a manner as will make the Project and/or Premises free from any Hazardous Materials in accordance with the standards promulgated in applicable Environmental Laws, except for Hazardous Materials released, disturbed, transported, stored, generated or used by Tenant or Tenant Parties after the date of this Lease. Landlord and Tenant specifically agree that Tenant shall not be responsible or liable to Landlord or to other parties for any of Hazardous Materials which are released or brought in, on, under or about the Project by Landlord or Landlord Party or by any non-Tenant Party (including without limitation, any other tenants or occupants of the Project and their agents, invitees, employees and contractors).

          29.25.3 Indemnifications. Landlord agrees to indemnify, defend, protect and hold harmless the Tenant Parties from any and all Environmental Claims arising from (i) Hazardous Materials brought onto the Project by Landlord or any Landlord Party, (ii) Landlord’s negligence or willful misconduct in connection with a Remediation Program relating to Pre-Existing Hazardous Materials, and (iii) any breach of this Section 29.25 by Landlord. Tenant agrees to indemnify, defend, protect and hold harmless the Landlord Parties from any and all Environmental Claims arising from any Hazardous Materials to the extent placed in, on, under or around the Premises or the Project by Tenant or Tenant Parties. Nothing in this Section 29.25 shall constitute a waiver or limitation of any legal rights which Landlord or Tenant may have including, without limitation, the right to implied indemnity. The indemnification obligation under this Section 29.25 shall not be limited in any way by any limitation on the amount or type of insurance carried by Landlord or Tenant.

          29.25.4 Pre-Existing Hazardous Materials. Subject to the Landlord Compliance Conditions, with respect to any Pre-Existing Hazardous Materials, Landlord shall be responsible, at its sole cost and expense, for the treatment, removal, and management of such Pre-Existing Hazardous Materials to the extent required by, and in compliance with, all Applicable Laws and Environmental Laws. Any costs incurred by Landlord in connection with such Pre-Existing Hazardous Materials shall be specifically excluded from Operating Expenses. Landlord covenants that during the Lease Term, Landlord shall comply with all Environmental Laws in accordance with, and as required by, the terms of this Section 29.25.

          29.25.5 Insurance. Landlord agrees that its insurance coverage for the Project shall insure both property damage and personal injury caused by methane-ignited fires.

          29.25.6 Methane Costs Triggered by Tenant’s Improvements. Notwithstanding anything in this Lease to the contrary, in the event that, in connection with the construction of any Common Area Alterations in the Project, methane remediation or treatment is required, so long as, in connection therewith, Tenant shall not have caused a penetration of the ground of greater than five (5) feet, Landlord shall perform such remediation or treatment, at Landlord’s sole cost and expense (and not as an Operating Expense) (and, in such instance, Landlord shall be responsible for any increased costs of construction incurred by Tenant as a result of the existence of methane). In the event that Tenant shall have penetrated the ground by

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greater than five (5) feet, then such remediation or treatment shall be performed by Landlord at Tenant’s expense (and Tenant shall be responsible for any increased costs of construction incurred by Tenant as a result of the existence of methane).

     29.26 Successors. Except as otherwise expressly provided herein, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto; provided, however, that no assignment, sublease or other transfer in violation of the provisions of Article 14 shall operate to vest any rights in any putative assignee, subtenant or transferee of Tenant.

     29.27 Intentionally Deleted.

     29.28 Development of the Project.

          29.28.1 Subdivision. Landlord reserves the right to subdivide the Field from Building 3 and the real property underlying Building 3. Tenant agrees to execute and deliver, within twenty (20) days after Landlord’s written demand, and in the form reasonably requested by Landlord, any additional documents needed to conform this Lease to the circumstances resulting from a subdivision and any and all maps in connection therewith so long as the same conforms to the requirements of this Lease (and any other documentation required, subject to and in accordance with the terms of Article 5). Landlord shall reimburse to Tenant the actual, documented and reasonable attorneys’ fees incurred by Tenant in reviewing such documents, not to exceed Seven Hundred Fifty Dollars ($750.00). Notwithstanding anything to the contrary set forth in this Lease, the separate ownership of Building 3 by an entity other than Landlord shall not affect the calculation of Direct Expenses or Tenant’s payment of Tenant’s Share of Direct Expenses.

          29.28.2 The Other Improvements. Subject to Article 4, if Building 3 is owned by an entity other than Landlord, Landlord shall enter into an agreement with the owner or owners of Building 3 to provide (i) subject to the terms of this Lease, for reciprocal rights of access, use and/or enjoyment of the Project parking facilities (provided that in no event shall the same minimize or alter Landlord’s obligation to cause the parking spaces available to occupants of Building 3 and the Playa Vista Visitor’s Center to be physically separate from the Existing Parking Garage in accordance with the terms of this Lease), (ii) for the common management, operation, maintenance, improvement and/or repair of the Project Parking Facilities, (iii) subject to the terms of this Lease, for the allocation of a portion of the Direct Expenses attributable to the parking facilities and Field to Building 3, (iv) for the matters covered by Articles 4, 21, and 28 that relate to Phase II (i.e. the Field and the Building 3 site) and (v) for any other matter which Landlord deems reasonably necessary so long as, subject to the terms of this Lease, any such other matter does not materially interfere with Tenant’s use of the Premises for the Permitted Use or Tenant’s other rights under this Lease (including Tenant’s use of the Project parking facilities, Special Use Areas, Field and Common Areas) or increase Tenant’s monetary obligations under this Lease or otherwise adversely affect Tenant’s rights under this Lease. Nothing contained in this Section 29.28 shall alter or modify Landlord’s rights with respect to the amendment of or creation of new Underlying Documents, subject to and in accordance with the terms of Article 5 of this Lease. Subject to the terms of the Purchase Option Agreement, nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to sell the Project as a whole.

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          29.28.3 Construction of Project and Other Improvements. Tenant acknowledges that portions of the Project and areas immediately adjacent to the Project, including without limitation, Building 3, may be under construction following Tenant’s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project. Subject to Section 19.5.2 hereof, Tenant hereby waives any and all rent offsets or claims of constructive eviction which may arise in connection with such construction. Landlord agrees to use commercially reasonable efforts to not materially interfere with Tenant’s use of the Premises for the Permitted Use (including Tenant’s use of the Project parking facilities, the Field, the Common Areas and Tenant’s Special Use Areas) in connection with any such construction (including, but not limited to, Landlord’s construction of the Building 3, subject to the terms of Article 21 of this Lease).

     29.29 Arbitration.

          29.29.1 General Submittals to Arbitration. The submittal of all matters to arbitration in accordance with the provisions of this Section 29.29 is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Lease, including, but not limited to any matter relating to Landlord’s failure to approve an assignment, sublease or other transfer of Tenant’s interest in the Lease under Article 14 of this Lease, any other defaults by Landlord, or any Tenant Default, except for (i) all claims by either party which (A) seek anything other than enforcement of rights under this Lease, or (B) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other allegations of tortious action, and seek the award of punitive or exemplary damages, (ii) all claims by either party arising from the determination of Fair Market Rental Rate, and (iii) claims relating to Landlord’s exercise of any unlawful detainer rights pursuant to California law or rights or remedies used by Landlord to gain possession of the Premises or terminate Tenant’s right of possession to the Premises, which disputes shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to Applicable Laws. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in strict, full, complete and timely accordance with the provisions of this Section 29.29 and all attempts to circumvent the terms and conditions of this Section 29.29 shall be absolutely null and void and of no force or effect whatsoever. As to any matter submitted to arbitration (except with respect to the payment of money) to determine whether a matter would, with the passage of time, constitute a default, such passage of time shall not commence to run until any such affirmative arbitrated determination, as long as it is simultaneously determined in such arbitration that the challenge of such matter as a potential Tenant Default or Landlord default was made in good faith. As to any matter submitted to arbitration with respect to the payment of money, to determine whether a matter would, with the passage of time, constitute a default, such passage of time shall not commence to run in the event that the party which is obligated to make the payment does in fact make the payment to the other party. Such payment can be made “under protest,” which shall occur when such payment is accompanied by a good faith Notice stating the reasons that the party has elected to make a payment under protest. Such protest will be deemed waived unless the subject matter identified in the protest is submitted to arbitration as set forth in this Section 29.29.

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          29.29.2 JAMS. Any dispute to be arbitrated pursuant to the provisions of this Section 29.29 shall be determined by binding arbitration before a retired judge of the Superior Court of the State of California (the “Arbitrator”) under the auspices of Judicial Arbitration & Mediation Services, Inc. (“JAMS”). Such arbitration shall be initiated by the parties, or either of them, within ten (10) days after either party sends Notice (the “Arbitration Notice”) of a demand to arbitrate to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. The parties may agree on a retired judge from the JAMS panel. If they are unable to promptly agree, JAMS will provide a list of three available judges who, to the extent available, have had extensive experience in handling real estate commercial lease transactions as practitioners and each party may strike one. The remaining judge (or if there are two, the one selected by JAMS) will serve as the Arbitrator. In the event that JAMS shall no longer exist or if JAMS fails or refuses to accept submission of such dispute, then the dispute shall be resolved by binding arbitration before the American Arbitration Association (“AAA”) under the AAA’s commercial arbitration rules then in effect.

          29.29.3 Arbitration Procedure.

               29.29.3.1 Pre-Decision Actions. The Arbitrator shall schedule a pre-hearing conference to resolve procedural matters, arrange for the exchange of information, obtain stipulations, and narrow the issues. The parties will submit proposed discovery schedules to the Arbitrator at the pre-hearing conference. The scope and duration of discovery will be within the sole discretion of the Arbitrator. The Arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties and third-party witnesses. This discretion shall be exercised in favor of discovery reasonable under the circumstances.

               29.29.3.2 The Decision. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel or other authorized representative. In rendering a decision(s), the Arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the provisions of this Lease. The Arbitrator’s decision shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The Arbitrator may make any determination, and/or grant any remedy or relief (an “Arbitration Award”) that is just and equitable. The decision must be based on, and accompanied by, a written statement of decision explaining the factual and legal basis for the decision as to each of the principal controverted issues. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the Arbitrator’s decision is to be determined exclusively by the California courts pursuant to the terms and conditions of this Lease. The Arbitrator shall award costs, including without limitation attorneys’ fees, and expert and witness costs, to the prevailing party as defined in California Code of Civil Procedure Section 1032 (“Prevailing Party”), if any, as determined by the Arbitrator in his discretion. The Arbitrator’s fees and costs shall be paid by the non-prevailing party as determined by the Arbitrator in his

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discretion. A party shall be determined by the Arbitrator to be the prevailing party if its proposal for the resolution of dispute is the closer to that adopted by the Arbitrator.

     29.30 Calendar Days. All references made in this Lease to the word “days,” whether for Notices, schedules or other miscellaneous time limits, shall at all times herein be deemed to mean calendar days, unless specifically references as “business” or “working” days. Business or working days shall mean the days Monday-Friday, excluding Holidays.

     29.31 Covenants and Conditions. It is agreed that each of the provisions of this Lease shall be terms, covenants, as well as conditions, and the failure of Tenant or Landlord to comply with any of the terms, covenants or conditions of this Lease shall entitle Tenant or Landlord to exercise the remedies of Tenant on default or Landlord on default as set forth in this Lease.

     29.32 Survival of Provisions Upon Termination of Lease. Any term, covenant or condition of this Lease which requires the performance of obligations or forbearance of an act by either party hereto after the termination of this Lease shall survive such termination of this Lease. Such survival shall be to the extent reasonably necessary to fulfill the intent thereof, or if specified, to the extent of such specification, as same is reasonably necessary to perform the obligations and/or forbearance of an act set forth in such term, covenant or condition. Notwithstanding the foregoing in the event a specific term, covenant or condition is expressly provided for in such a clear fashion as to indicate that such performance of an obligation or forbearance of an act is no longer required, then the specific shall govern over this general provision of this Lease.

     29.33 Good Faith. Except (i) for matters for which there is a standard of consent or discretion specifically set forth in this Lease; (ii) matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of Building 1 and/or Building 2, or (iii) matters covered by Article 19 (Defaults; Remedies) of this Lease (collectively, the “Excepted Matters”), any time the consent of Landlord or Tenant is required under this Lease, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish Rules and Regulations or make an allocation or other determination, Landlord and Tenant shall act reasonably and in good faith.

     29.34 Telecommunication Equipment/Roofs.

          29.34.1 In General. Landlord hereby agrees that, subject to the terms of this Section 29.24, Tenant shall have unfettered access to and the exclusive use of the roofs of Building 1 and Building 2, and shall be permitted to construct and/or install any improvements located thereon provided that (i) Tenant complies with the terms of this Lease (including, without limitation, the Tenant Work Letter and/or Article 8 of this Lease, as the case may be), (ii) Tenant obtains the prior approval of Landlord, which shall not be unreasonably conditioned, withheld or delayed, and (iii) Tenant at all times complies with Applicable Laws. Notwithstanding anything contained herein to the contrary, in addition to any portions of the roof used for Building systems and equipment, to the extent not reasonably required in connection with the installation of Tenant’s equipment which is installed as part of the initial Tenant Improvements and provided that (i) the same does not interfere with Tenant’s then existing

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equipment, (ii) the equipment installed or permitted to be installed by Landlord is located outside of the currently existing roof enclosure, and (iii) a screen reasonably acceptable to Tenant is installed around any equipment installed by or through Landlord, Landlord shall have the right to use a ten foot by ten foot area on the roof of each Building mutually and reasonably agreed upon by Landlord and Tenant.

          29.34.2 Terms. At any time during the Lease Term, Tenant shall have the right to install, at Tenant’s sole cost and expense but free of any charge by Landlord, satellite dishes and antennae (collectively, the “Telecommunication Equipment”), in areas of the roof (“Roof Location”) selected by Tenant and reasonably approved by Landlord. Landlord agrees that subject to Section 29.34.1 above, Landlord’s and any third party’s use of the roof will be prohibited. The physical appearance and location of any such Telecommunication Equipment shall be subject to Landlord’s reasonable approval, and Landlord may require Tenant to install screening around such equipment, at Tenant’s sole cost and expense, as reasonably designated by Landlord. Tenant shall maintain such Telecommunication Equipment at Tenant’s sole cost and expense. In the event Tenant elects to exercise its right to install Telecommunication Equipment as set forth in this Section 29.34, then Tenant shall give Landlord prior Notice thereof and Landlord and Tenant shall execute a Telecommunication Agreement in substantially the form as Exhibit G, attached hereto and incorporated herein by this reference, covering the installation and maintenance of such Telecommunication Equipment, Tenant’s indemnification of Landlord with respect thereto, Tenant’s obligation to remove such Telecommunication Equipment upon the expiration or earlier termination of this Lease, and other related matters. Landlord shall ensure that use of any other entities’ telecommunication equipment located on the roof of each Building shall not unreasonably interfere with the Telecommunication Equipment.

     29.35 Generator. Subject to the terms hereof, Tenant shall have the right to install a generator (the “Generator”) in a location mutually and reasonably agreed upon by Landlord and Tenant. Subject to Landlord’s prior approval of all plans and specifications, which approval shall not be unreasonably withheld, conditioned or delayed and at Tenant’s sole cost and expense, Landlord shall permit Tenant to install and maintain the Generator, and connections between the Generator and Landlord’s electrical systems in the Building, all in compliance with all Applicable Laws. Such Generator shall be used by Tenant only during (i) testing and regular maintenance, and (ii) the period of any electrical power outage in the Buildings. Tenant shall submit the specifications for design, operation, installation and maintenance of the connections to the Generator and facilities related thereto to Landlord for Landlord’s consent, which consent will not be unreasonably withheld, conditioned or delayed and may be conditioned on Tenant complying with such reasonable requirements imposed by Landlord, based on the advice of Landlord’s engineers, so that the Building’s Systems are not materially and adversely affected by the installation and operation of the Generator. The cost of design (including engineering costs) and installation of the Generator and the costs of the Generator itself shall be Tenant’s sole responsibility. All repairs and maintenance of the Generator shall be the sole responsibility of Tenant, and Landlord makes no representation or warranty with respect to such Generator. At Landlord’s option, Landlord may require that Tenant remove the Generator and all related facilities upon the expiration or earlier termination of this Lease and repair all damage to the Project resulting from such removal, at Tenant’s sole cost and expense. To the extent Tenant delivers a Removal Designation Reminder in the same manner as set forth in Section 8.5 of this Lease with Tenant’s plans and specification for the Generator when submitted for Landlord’s

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approval, Landlord shall make such election concurrently with Landlord’s approval of the Generator. The terms of the preceding sentence shall survive the termination or earlier expiration of this Lease. The Generator shall be deemed to be a part of the Premises for purposes of the indemnification and insurance provisions of this Lease, and Tenant shall maintain, at Tenant’s cost, industry standard “boiler and machinery” insurance coverage with respect thereto.

     29.36 Storage Space. Commencing as of September 1, 2005, and continuing thereafter throughout the Lease Term, Tenant shall rent the approximately 217 square feet of storage space located on the P-1 level of the Existing Parking Garage (the “Storage Space”). The Storage Space shall be rented by Tenant at the “Storage Rent” set forth below.

	Monthly
Lease Year	Storage Rent
1		N/A
2		N/A
3	$	289.45
4	$	299.00
5	$	308.87
6	$	319.06
7	$	329.59
8	$	340.46
9	$	351.70
10	$	363.31

The Storage Rent payable by Tenant during any applicable Option Term shall be determined as part of, and concurrently with, the determination of applicable Option Rent. All Storage Rent shall be due on a monthly basis concurrent with Tenant’s payment of the Base Rent due with respect to the Premises, and shall constitute Rent under the Lease. Tenant shall be fully responsible for repairing any damage to the Storage Space resulting from or relating to Tenant’s use thereof. Tenant shall comply with such reasonable rules and regulations as promulgated by Landlord from time to time pertaining to the use of such Storage Space. Tenant shall indemnify, defend and hold Landlord and the Landlord’s Parties from and against any and all loss, liability, claims, expenses, damages or costs arising out of or in connection with Tenant’s use of the Storage Space, except to the extent caused by Landlord’s negligence or willful misconduct. Tenant’s insurance obligations under the Lease shall also pertain to Tenant’s use of the Storage Space.

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     IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to execute this Lease as of the day and date first above written.

“Landlord”:
PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company
By:	CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, its Co-Manager
	By:	EOM GP, L.L.C.,
		a Delaware limited liability company, its general partner
		By:	Equity Office Management, L.L.C.,
			a Delaware limited liability company, its non-member manager
			By:   /s/   Robert E. Dezzutti
			Name:   Robert E. Dezzutti
			Title:   Senior Vice President
By:	Maguire Partners – PV Investor Partnership, L.P., a California limited partnership, its Co-Manager
	By:	Maguire Partners – PV IP GP, LLC, a California limited liability company, its general partner
		By:	Maguire Partners SCS, Inc., a California corporation, its Manager
			By:   /s/   John A. Morales
			Name:   John A. Morales
			Title:   Senior Vice President

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“Tenant”:
ELECTRONIC ARTS INC., a Delaware corporation
By:	/s/   Lawrence F. Probst III
Its:	CHIEF EXECUTIVE OFFICER
By:
Its:

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EXHIBIT A

OUTLINE OF PREMISES

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EXHIBIT A-1

SITE PLAN

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EXHIBIT A-2

BUILDING 3 LOCATION LIMITATION

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EXHIBIT A-3

OUTLINE OF LANDLORD STAGING AREA

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EXHIBIT B

RULES AND REGULATIONS

     Tenant shall faithfully observe and comply with the following Rules and Regulations.

     1.     Except for Tenant’s Secured Areas, Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant.

     2.     Unless requested otherwise by Tenant, Landlord shall keep locked all entrance and exit doors of the Buildings at all times; provided, however, that Landlord shall provide Tenant with reasonable access to the Buildings and the Project parking facilities throughout the Lease Term. Tenant, its employees and agents must be sure that the doors to the Buildings are securely closed and locked when leaving the Premises. Any tenant, its employees, agents or any other persons entering or leaving the Buildings at any time when it is so locked, or any time when it is considered to be after the Business Hours for the subject Building, may be required to sign the Building register. Access to the Buildings may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the subject Building. The Landlord and his agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Buildings of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Buildings or the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

     3.     Landlord shall have the right to reasonably prescribe the weight, size and position of all safes and other extraordinarily heavy property brought into the Buildings and also the reasonable manner of moving the same in and out of the Buildings, all to the extent reasonably necessary to avoid damage to the Buildings and/or the Project. Safes and other heavy objects shall, if considered necessary by Landlord to the extent reasonably necessary to avoid damage to the Buildings and/or the Project, stand on supports of such thickness as is reasonably necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Buildings, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant except to the extent covered by any insurance required to be maintained by Landlord under the Lease.

     4.     Any requests of Tenant shall be directed to the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.

     5.     Intentionally deleted.

     6.     The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage

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resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have caused it.

     7.     Tenant shall not overload the floor of the Premises.

     8.     Intentionally Deleted.

     9.     Except as otherwise expressly provided in the Lease, Tenant shall not use or keep in or on the Premises, the Buildings, or the Project any kerosene, gasoline or other inflammable or combustible fluid or material.

     10.     Intentionally Deleted.

     11.     Except as provided in the Lease, Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner unreasonably offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or unreasonably interfere in any way with other tenants or those having business therein.

     12.     Tenant shall not bring into or keep within the Project, the Buildings or the Premises any animals, except for seeing eye dogs accompanied by their masters or other dogs (but only to the extent any such other dogs are located in the Premises only) and in compliance with these Rules and Regulations and Applicable Laws, with Tenant acknowledging and agreeing that under no circumstances shall any such other dogs be allowed in any other areas of the Project (including the Common Areas) except for normal ingress and egress to the Building. Tenant acknowledges and agrees that any such other dogs shall be kept by Tenant in a manner consistent with Comparable Buildings such that the presence of such other dogs does not cause any objectionable odors or noises and if such objectionable odors and/or noises do occur then Tenant shall not be allowed to keep such dogs in the Premises. In the event Landlord incurs increased costs (including, but not limited to, increased janitorial, security and insurance costs) due to the presence of any such other dogs in the Project then Tenant shall pay to Landlord such increased costs within thirty (30) days of Landlord’s Notice thereof to Tenant.

     13.     Except as otherwise expressly provided in the Lease and except for any employee lunchrooms and/or cafeterias and/or outdoor barbecues that may be constructed by Tenant in the Premises pursuant to Article 8 of the Lease or the Tenant Work Letter, no cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations.

     14.     Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

     15.     Intentionally deleted.

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     16.     Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in Los Angeles, California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall reasonably designate.

     17.     Tenant shall comply with all safety, fire protection and evacuation procedures and regulations reasonably established by Landlord or any governmental agency.

     18.     Except as provided in the Lease, no awnings or other projection shall be attached to the outside walls of the Buildings without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord.

     19.     Intentionally deleted.

Subject to Tenant’s prior written approval in accordance with the terms of the Lease, Landlord reserves the right to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s reasonable judgment may from time to time be reasonably necessary for the management, safety, care and cleanliness of the Premises, Buildings, the Common Areas and the Project, and for the preservation of good order therein. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will materially interfere with the conduct of Tenant’s Permitted Use from the Premises or Tenant’s use of the Project parking facility, Field and/or Special Use Areas.

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EXHIBIT C

NOTICE OF LEASE TERM DATES

Date:                                          

To:                                          
                                                
                                                
                                                

Re: Office Lease dated                   , 20      between                , a                        (“Landlord”), and             , a               (“Tenant”) concerning Suite       on floor(s)       of the office building located at                ,                  , California.

Gentlemen:

     In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows:

     1.     The Lease Term commenced on                  for a term of                 ending on                 .

     2.     Rent commenced to accrue on                 , in the amount of               .

     3.     If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.

     4.     Your rent checks should be made payable to                       at                    .

     Pursuant to the terms of Section 2.1.1 of your Lease, you are required to return an executed copy of this notice to Landlord within ten (10) business days following your receipt hereof, and thereafter the statements set forth herein shall be conclusive and binding upon you. Your failure

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to timely execute and return this notice shall constitute your acknowledgment that the statements included herein are true and correct, without exception.

PLAYA VISTA - WATER’S EDGE, LLC, a
Delaware limited liability company

By:

Name:

Title:

Agreed to and Accepted as
of             , 20    .

“Tenant”:

ELECTRONIC ARTS INC.,
a Delaware corporation

By:

   Its:

By:

   Its:

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EXHIBIT D

TENANT WORK LETTER

PREAMBLE

     This Tenant Work Letter sets forth the terms and conditions relating to the construction of the Premises. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) the parties contemplate that all or portions of the Premises shall be constructed substantially at the same time, and (ii) except as specifically set forth in this Tenant Work Letter to the contrary, references to the “Premises” shall mean, collectively, all Tranches. This Tenant Work Letter is essentially organized chronologically and specifically addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of Articles 1 through 29 of the Office Lease to which this Tenant Work Letter is attached as Exhibit D, and all references in this Tenant Work Letter to Sections of this “Tenant Work Letter” shall mean the relevant portions of Sections 1 through 6 of this Tenant Work Letter. Except as defined to the contrary, all defined terms used in the Tenant Work Letter shall have the same meaning as the terms defined in the Lease.

ARTICLE 1
DELIVERY OF THE PREMISES AND BASE BUILDING;
ELEVATOR CONSTRUCTION

     1.1 Delivery. In accordance with the terms and conditions of this Lease, Landlord shall, at Landlord’s sole cost and expense, deliver the Premises and Base Building to Tenant. The “Base Building” shall consist of those items which exist in the Project as of the date of this Lease. The Base Building, Building Structure and Building Systems, shall, as of the Lease Commencement Date, be in good condition and working order, free of defects (which Landlord shall repair at Landlord’s expense and not as an Operating Expense in the Buildings and Project at any time discovered during the initial term of the Lease), and shall comply with applicable building codes and other governmental laws, ordinances and regulations which were enacted prior to the Lease Commencement Date and applicable to new construction for unoccupied space, whether or not then being enforced and disregarding variances and grandfathered/grandmothered rights (collectively, the “Code”) at Landlord’s sole cost, but only to the extent that Landlord’s failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for the Premises (to the extent the Tenant Improvements in the Premises consist of typical general office improvements).

     1.2 Elevator Construction. Prior to the Tranche Commencement Date for Tranche 4, Landlord shall install, at Landlord’s sole cost and expense, an elevator cab in the existing empty elevator shaft in Building 2, which cab shall be reasonably consistent (as to finish work and systems and equipment) with the other elevator cabs servicing Building 2. Tenant acknowledges and agrees that all elevators will need to be shut down during such elevator installation and that Landlord shall have no liability as a result thereof. Landlord shall provide Tenant with reasonable prior notice of the elevator installation and shall use commercially reasonable efforts

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to schedule the installation of the elevator during times reasonably acceptable to Tenant. To the extent possible, Landlord shall install the elevator described herein after hours and otherwise in a manner which minimized material interference with the conduct of Tenant’s business.

     1.3 Loading Dock. Landlord shall, at Landlord’s sole cost and expense, construct a loading dock to service the Project a location mutually and reasonably agreed upon by Landlord and Tenant (provided that Landlord may relocate the same, at Landlord’s sole cost and expense, at such time, if applicable, as Building 3 is constructed, to a location mutually and reasonably agreed upon by Landlord and Tenant which does not materially interfere with the Field). Any such loading dock shall be constructed in accordance with plans and specifications to be prepared by Landlord.

     1.4 Temporary Power Poles. Landlord shall, at Landlord’s sole cost and expense, remove and/or, as necessary, relocate the existing temporary power poles located on the Field and the area in which the Surface Parking Lot shall be constructed. In the event that any of such poles must be relocated, Landlord and Tenant shall mutually and reasonably agreed upon the location to which the subject pole(s) must relocated.

     1.5 Surface Parking Lot. Landlord shall complete the Surface Parking Lot, subject to delay by “Force Majeure Delay”, on or before April 1, 2004, provided that if such Surface Parking Lot is not completed by January 1, 2004, Landlord, at its sole cost and expense, must temporarily enlarge the Playa Capital exclusive parking area to accommodate any “Playa Vista Visitor Center” parking.

ARTICLE 2
TENANT IMPROVEMENTS

     2.1 Tenant Improvement Allowance.

          2.1.1 In General. Tenant shall be entitled to (a) a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount equal to the sum of (i) $46.00 per rentable square foot of Tranche 1 Part A, (ii) $1,115,035.00 for Tranche 1 Part B, (iii) $43.75 per rentable square foot of Tranche 2, (iv) $41.50 per rentable square foot of Tranche 3, (v) $37.00 per rentable square foot of Tranche 4, for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”), and (b) a one-time improvement allowance in the amount of $508,770.00 (the “Common Area Allowance”) for “Common Area Improvements,” as that term is defined in Section 2.1.2, below, all as more particularly described below; provided, however, that up to Three and 50/100 Dollars ($3.50) per rentable square foot of the Premises (excluding Phase IB) of the Tenant Improvement Allowance plus $250,000.00 for Phase IB may be used by Tenant for cabling, conduit, Tenant’s Exterior Signage and for fixtures, furniture and equipment installed in the Premises (collectively, the “Other Items”). The Tenant Improvement Allowance shall also include amounts, if any, due Tenant pursuant to the terms of Section 2.1.3 of the Lease.

          2.1.2 Use of Tenant Improvement Allowance; Common Area Improvements. Landlord agrees that Tenant may build out all or any portion of the Premises, spend all or any portion of the Tenant Improvement Allowance on any portion of the Premises and spend all or

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any portion of the Tenant Improvement Allowance well in advance of the applicable Tranche Rent Commencement Dates and such actions by Tenant shall not affect Landlord’s obligation to pay the Tenant Improvement Allowance as and when provided for herein. Tenant hereby agrees that, concurrently with the Tenant Improvements, Tenant shall construct a fence around the Project in accordance with specifications provided by Tenant and approved by Landlord (in Landlord’s reasonable discretion) (the “Fence”) and shall install the “Field Improvements” and certain other Common Area improvements (e.g., landscaping in the Common Areas) (collectively, the “Common Area Improvements”). The design and construction of the Common Area Improvements shall be made by Tenant subject to and in accordance with the terms of this Tenant Work Letter as if the same were Tenant Improvements, provided that in lieu of the Design Problem standard for Landlord’s approval which is applicable to the Tenant Improvements, Landlord’s consent to the Common Area Improvements shall not be unreasonably withheld, conditioned or delayed (provided that Landlord’s consent shall be deemed to be reasonably withheld to the extent a Design Problem exists). In connection with the foregoing, Landlord and Tenant hereby agree that all plans and specifications relating to the Common Area Improvements shall be subject to the approval of Landlord (which shall not be unreasonably withheld, conditioned or delayed, provided that Landlord’s consent shall be deemed to be reasonably withheld to the extent a Design Problem exists). For purposes of this Tenant Work Letter, the “Field Improvements” shall mean such improvements to the Field as may be reasonably agreed upon by Landlord and Tenant, which improvements may include, without limitation, a sand volleyball court, a soccer field, a basketball court, and the like. Subject to the terms of this Tenant Work Letter (including Landlord’s approval of applicable plans and specifications), Landlord hereby approves each of the foregoing specified items to be included on the Field. In no event shall any portion of the Tenant Improvement Allowance be available for the construction of the Common Area Improvements nor shall the Common Area Allowance be available for the construction of the Tenant Improvements.

          2.1.3 Tenant’s Offset Right. Notwithstanding anything to the contrary contained herein, in the event that the Tenant Improvement Allowance required to be paid by Landlord in accordance with the terms of this Tenant Work Letter or any portion thereof, is not timely paid when due (provided that all applicable conditions for the payment of any such amounts set forth herein have been fully satisfied), and such failure shall continue for twenty (20) business days following Landlord’s receipt of Tenant’s written notice thereof, then Tenant shall be entitled to deduct from Rent next payable by Tenant under the Lease the amount so paid by Tenant together with interest thereon, at the Interest Rate, during the period from and after the date Tenant accurately notifies Landlord that such amount should have been to Tenant through and including the earlier of (A) the date Landlord reimburses Tenant for such amount and (B) the date that Tenant deducts from Rent such amount; provided, however, if within such 20 business-day period Landlord notifies Tenant that Landlord disputes Tenant’s claim that Landlord failed to timely disburse any portion of the Tenant Improvement Allowance, then Tenant shall not be entitled to such offset, and the dispute shall be resolved pursuant to the arbitration provisions in Section 29.29 of the Lease. If the dispute is resolved in favor of Tenant in such arbitration proceeding, then Tenant shall be entitled to offset against the Rent payable under the Lease such undisbursed amount of the Tenant Improvement Allowance so paid by Tenant and which the arbitration panel determined should have been disbursed by Landlord, together with interest thereon, at the Interest Rate, from the date Landlord was obligated to pay such amount (based upon the date Tenant first accurately notified Landlord that such amount should have been paid

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to Tenant) through and including the earlier of (1) the date Landlord reimburses Tenant for such amount and (2) the date that Tenant deducts from Rent such amount.

     2.2 Disbursement of the Tenant Improvement Allowance by Landlord.

          2.2.1 Tenant Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively, the “Tenant Improvement Allowance Items”) and, except as otherwise specifically and expressly provided in this Tenant Work Letter, Landlord shall not deduct any other expenses from the Tenant Improvement Allowance. The Tenant Improvement Allowance Items shall consist of:

               2.2.1.1 Payment of the fees and costs of the “Architect,” project manager and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, costs paid to Tenant’s consultants in connection with the design, construction and move into the Premises and all related design and construction costs, including the fees and costs of Tenant’s project management consultants, and in connection therewith, Tenant shall reimburse to Landlord Landlord’s actual, reasonable and documented costs incurred as a result of any unaffiliated, third party review reasonably and necessarily required by Landlord in order to approve the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter, by deducting such costs from Tenant Improvement Allowance, provided that (i) notwithstanding the foregoing, to the extent Tenant retains Saiful Bouquet for the structural components of the Tenant Improvements, Tenant shall not be responsible for any third party review costs for structural components of the Tenant Improvements, (ii) Tenant shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or delayed) the cost estimate with respect to any such third party review to the extent the same shall exceed $5,000.00, and (iii) the cost of any such third party review shall be reasonably competitively priced;

               2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;

               2.2.1.3 The cost of (i) construction of the Tenant Improvements, including, without limitation, demolition, testing and inspection costs, trash removal costs, utility hook-up charges, hoist fees, parking fees, after-hours utilities usage and contractors’ fees and general conditions and (ii) the Other Items (subject to the limitations in Section 2.1 hereof);

               2.2.1.4 The cost of any changes in the Base Building on the floors of the Buildings on which the Premises is located, when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis);

               2.2.1.5 Sales and use taxes and Title 24 fees with respect to the Tenant Improvements;

               2.2.1.6 The cost of the design and construction of Tenant’s security system (if any) installed in the Premises pursuant to Section 6.1.6 of this Lease;

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               2.2.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.1, below; and

               2.2.1.8 The cost of reinforcing the floors of the Buildings, if necessary, to accommodate the Tenant Improvements.

          2.2.2 Disbursement of Tenant Improvement Allowance. Prior to and during the construction of the Tenant Improvements, as the case may be, subject to the disbursement timing limitations set forth in Section 2.2.2.4 of this Tenant Work Letter with respect to the portion of the tenant improvement allowance relating to each Tranche, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. Landlord acknowledges and agrees that Tenant may satisfy all conditions precedent to the disbursement of the Tenant Improvement Allowance with respect to each Tranche well in advance of the limitation dates set forth in Section 2.2.2.4 of this Tenant Work Letter , and in such event, those portions of the Tenant Improvement Allowance shall be paid to Tenant within thirty (30) days following the dates set forth in Section 2.2.2.4 of this Tenant Work Letter.

               2.2.2.1 Monthly Disbursements. On or before the first (1st) day of each month (a “Submittal Date”) during the period from the date hereof through the construction of the Tenant Improvements, Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a form to be to be mutually and reasonably agreed upon by Landlord and Tenant, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the work projected to be completed by the end of the month; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (or stored therein or offsite or those items where deposits are standard in the industry) for the applicable payment period; (iii) executed conditional mechanic’s lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions of California Civil Code Section 3262(d), or unconditional releases (with respect to payments previously made); provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above of this Tenant Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, a reasonably particularized invoice evidencing the cost for the applicable Non-Contribution Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request vis-à-vis Landlord. On or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, subject to the limitations set forth in Section 2.2.2.4, below, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant in payment

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of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above and (B) the balance of any remaining available portion of the Tenant Improvement Allowance. In the event that Landlord or Tenant identifies any material non-compliance with the “Approved Working Drawings,” as that term is defined in Section 3.4 below, or substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work creates a “Design Problem,” as that term is defined in Section 8.1 of the Lease, Tenant shall cause such work to be corrected so that no Design Problem exists. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this Section 2.2.2.1, Tenant may return such check to Landlord and receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above to receive a check payable solely to Tenant.

               2.2.2.2 Final Payment. Subject to the provisions of this Tenant Work Letter (including, without limitation Section 2.2.2.4, below), a check for the Tranche 4 portion of the Tenant Improvement Allowance payable to Tenant shall be delivered by Landlord to Tenant, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), (ii) Landlord has reasonably determined that no Design Problem exists, (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements then being constructed by Tenant in the Premises has been substantially completed, and (iv) Tenant delivers to Landlord a commercially reasonable “Closing Package,” as that term is defined below. The “Closing Package” shall consist of (a) an application and certificate for payment (AIA from G702-1992 or equivalent) signed by the Architect, (b) a breakdown sheet (AIA from 3703-1992 or equivalent), (c) original stamped building permit plans, (d) copy of the building permit, (e) original stamped building permit inspection card with all final sign-offs, (f) a reproducible copy (in a form as reasonably approved by Landlord) of the “as built” drawings of the Tenant Improvements, (g) air balance reports, (h) a one (1) year warranty letter from the “Contractor,” as that term is defined in Section 4.1.1, below, from the date of Substantial Completion and (i) manufacturers’ warranties and operating instructions.

               2.2.2.3 Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items. All Tenant Improvement Allowance Items for which the Tenant Improvement Allowance has been made available shall, subject to the terms and provisions of this Lease, be deemed Landlord’s property upon the expiration or sooner termination of this Lease. To the extent that a dispute shall arise as to whether certain amounts of the Tenant Improvement Allowance are due and/or payable to Tenant, any amounts which are not the subject of such dispute, shall be disbursed by Landlord, subject to the terms of this Tenant Work Letter.

               2.2.2.4 Limitations On Landlord’s Obligation to Disburse Tenant Improvement Allowance. Notwithstanding anything contained in this Tenant Work Letter to the contrary, Landlord shall have no obligation to disburse any portion of the Tenant Improvement

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Allowance applicable to each Tranche of the Premises until the date which is three (3) months prior to the Tranche Rent Commencement Date applicable to the subject Tranche (and any such disbursement shall be subject to the terms of this Tenant Work Letter), provided that the Supplemental TI Allowance due for any particular Tranche, if any, shall (subject to the terms of this Tenant Work Letter) be disbursed at any time following Tenant’s payment of the Early Rent applicable to the subject Tranche. Notwithstanding anything in this Tenant Work Letter (including, without limitation this Section 2.2.2.4), in no event shall Landlord have any obligation to disburse any portion of the Tenant Improvement Allowance applicable to Tranche 4 prior to the date which is the later to occur of (i) the expiration of all statutory lien periods with respect to the Tenant Improvements, and (ii) the date Tenant pays the first installment of Base Rent applicable to Tranche 4.

               2.2.2.5 Common Area Allowance. Except as otherwise set forth in this Tenant Work Letter to the contrary, the Common Area Allowance shall be disbursed in the same manner as, and upon all of the terms applicable to, the Tenant Improvement Allowance as set forth herein, provided that the Common Area Allowance shall not be subject to the timing limitations set forth in Section 2.2.2.4, above.

               2.2.2.6 Fence Allowance. Landlord and Tenant hereby acknowledge and agree that (i) $300,000.00 (the “Fence Allowance”) of the Common Area Allowance has been allocated by the parties to the Fence, and (ii) in the event that fifty percent (50%) of the cost of the Fence shall be less than the Fence Allowance, then 25% of such unused Fence Allowance shall revert to Landlord (and Tenant shall have no further rights with respect thereto), and the remaining 75% of such unused Fence Allowance may be utilized by Tenant in accordance with the terms of this Tenant Work Letter for other Common Area Improvements.

ARTICLE 3
CONSTRUCTION DRAWINGS

     3.1 Selection of Architect/Construction Drawings. Tenant shall retain a space planner approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (the “Architect”), to prepare the “Construction Drawings,” as that term is defined, below. Landlord hereby approves HLW International, LLP as the Architect. Tenant shall retain engineering consultants reasonably approved by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Premises. The following Engineers, if selected by Tenant, are hereby pre-approved by Landlord: Syska & Hennessey Associates, Inc. (mechanical/electrical/plumbing); Saiful Bouquit (structural). The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall be consistent with the Base Building, Building Structure and Building Systems and shall be in a drawing format reasonably acceptable to Landlord. Landlord’s review of the Construction Drawings as set forth in this Section 3 shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers,

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and consultants, Landlord shall have no liability whatsoever in connection therewith, except to the extent that Landlord has specifically requested a modification to the Construction Drawings as a condition to Landlord’s approval of the Construction Drawings, and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease shall specifically apply to the Construction Drawings. Furthermore, Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building drawings, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith, except to the extent that verification cannot be accomplished by visual inspection made with reasonable diligence (which visual inspection shall not include the penetration of a wall, ceiling or floor), in which case Landlord shall be responsible for any increased reasonable design and construction cost as well as construction delays (subject to the terms of Section 5 of this Tenant Work Letter) incurred by Tenant as a result of such condition. Each time Landlord is granted the right to review, consent or approve the Construction Drawings (collectively, “Consent”), such Consent shall be granted unless a Design Problem exists; provided, however, that Landlord shall, in all cases involving a Design Problem, not unreasonably withhold such consent.

     3.2 Final Space Plan. Tenant and the Architect shall have the right, but not the obligation, to prepare a final space plan for the Tenant Improvements (the “Final Space Plan”). In the event that Tenant shall prepare a Final Space Plan, Tenant shall deliver the Final Space Plan to Landlord for Landlord’s approval; provided, however, Landlord agrees that Tenant may submit the Final Space Plan and any other Construction Drawings on a piece-by-piece basis and in the event of any such partial submittals, Article 3 shall apply to such partial submittals as if Tenant had submitted the Final Space Plan and/or Construction Drawings for the entire Building Premises. The Final Space Plan shall show all corridors, internal and external offices and partitions, paths of travel, and exiting. Landlord shall, within five (5) business days after Landlord’s receipt of the Final Space Plan (i) approve the Final Space Plan, (ii) approve the Final Space Plan subject to specified conditions (which shall be limited to conditions required to eliminate a Design Problem and must be stated in a reasonably clear manner) to be complied with (which shall be limited to conditions required to eliminate a Design Problem) when the Final Working Drawings are submitted by Tenant to Landlord, or (iii) disapprove the Final Space Plan for a Design Problem and return the same to Tenant with requested revisions; provided, however, that Landlord shall only disapprove the Final Space Plan if the Tenant Improvements as shown on the Final Space Plan has a Design Problem. If Landlord disapproves the Final Space Plan, Tenant may resubmit the Final Space Plan to Landlord at any time, and Landlord shall approve or disapprove of the resubmitted Final Space Plan, based upon the criteria set forth in this Section 3.2, within three (3) business days after Landlord receives such resubmitted Final Space Plan. Such procedures shall be repeated until the Final Space Plan is approved. Landlord’s failure to timely respond to Tenant within any applicable response period referenced herein shall be deemed Landlord’s approval of the Final Space Plan.

     3.3 Completion of Construction Drawings. Tenant, the Architect and the Engineers shall complete the Construction Drawings for the Premises in a form which is sufficient to obtain applicable permits and shall submit the Construction Drawings to Landlord for Landlord’s approval. The Construction Drawings may be submitted in one or more stages at one or more times, provided that Tenant ultimately supplies Landlord with four (4) completed copies signed

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by Tenant of such Construction Drawings for the Tenant Improvements. Landlord shall, within ten (10) days after Landlord’s receipt of all of the Construction Drawings, either (i) approve the Construction Drawings, (ii) approve the Construction Drawings subject to specified conditions which must be stated in a reasonably clear and complete manner to be satisfied by Tenant prior to obtaining permits as set forth in Section 3.4, below of this Tenant Work Letter, to the extent the Construction Drawings contain a Design Problem, or (iii) disapprove and return the Construction Drawings to Tenant with requested revisions to the extent the Construction Drawings contain a Design Problem. If Landlord disapproves the Construction Drawings, Tenant may resubmit the Construction Drawings to Landlord at any time, and Landlord shall approve or disapprove the resubmitted Construction Drawings, based upon the criteria set forth in this Section 3.3, within two (2) business days after Landlord receives such resubmitted Construction Drawings. Such procedure shall be repeated until the Construction Drawings are approved. Landlord’s failure to timely respond to Tenant within any applicable response period referenced herein shall be deemed Landlord’s approval of the Construction Drawings.

     3.4 Approved Construction Drawings. The Construction Drawings shall be approved by Landlord (the “Approved Construction Drawings”) prior to the commencement of construction of the Premises by Tenant in one or more stages. In the event that Tenant shall submit the Construction Drawings to Landlord in more than one stage, Landlord shall be entitled to approve a stage and to subsequently disapprove of such stage, provided that a Design Problem is found to exist which is evident only following Landlord’s review of subsequent drawings and was not reasonably ascertainable prior to that time. Tenant shall cause to be obtained all applicable building permits required in connection with the construction of the Tenant Improvements (“Permits”); provided, however, that Tenant shall be entitled to pull permits for construction on a piece-by-piece basis. Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any Permits or certificate of occupancy for the Premises and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in performing ministerial acts reasonably necessary to enable Tenant to obtain any such Permits or certificate of occupancy.

     3.5 Change Orders. In the event Tenant desires to materially change the Approved Construction Drawings and such change could cause a Design Problem, Tenant shall deliver notice (the “Drawing Change Notice”) of the same to Landlord, setting forth in detail the changes (the “Tenant Change”) Tenant desires to make to the Approved Construction Drawings. Landlord shall, within three (3) business days of receipt of a Drawing Change Notice related to a Tenant Change affecting the Base Building, and within two (2) business days of receipt of the Drawing Change Notice related to a Tenant Change which does not affect the Base Building, either (i) approve the Tenant Change, or (ii) disapprove the Tenant Change and deliver a notice to Tenant specifying in reasonably sufficient detail the reasons for Landlord’s disapproval; provided, however, that Landlord may only disapprove of the Tenant Change if the Tenant Change contains a Design Problem. Any additional costs which arise in connection with such Tenant Change shall be paid by Tenant; provided, however, that to the extent the Tenant Improvement Allowance has not been disbursed, such payment shall be made out of the Tenant Improvement Allowance subject to the terms of this Tenant Work Letter and the terms of Section 1.2 of the Lease.

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ARTICLE 4
CONSTRUCTION OF THE TENANT IMPROVEMENTS

     4.1 Tenant’s Selection of Contractors.

          4.1.1 The Contractor. Tenant shall select and retain a licensed general contractor (the “Contractor”) reasonably approved by Landlord. Landlord hereby pre-approves Matt Construction and, subject to the conditions previously communicated to Techtonics Construction (“Techtonics”), Techtonics, as the Contractor if either of such entities are selected by Tenant.

          4.1.2 Tenant’s Agents. Tenant shall cause the construction of the Tenant Improvements. All subcontractors used by Tenant (such subcontractors, as well as engineers, project manager, broker, architect, Tenant’s employees engaged in the review of the design and construction of the Tenant Improvements, laborers, materialmen, and suppliers, and the Contractor shall hereafter be known collectively as “Tenant’s Agents”) must, to the extent any such Tenant’s Agents are working on-site at the Project, be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and shall be granted or denied within three (3) business days of Tenant’s Notice to Landlord requesting Landlord’s approval of the same. Sares-Regis or Lowe Enterprises, if selected by Tenant, is hereby approved as Tenant’s project manager. The Contractor and the Contractor’s subcontractors (collectively “Tenant’s Contractors”) and their respective workers shall conduct their activities in and around the Premises, Buildings and Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Buildings and Project. Tenant shall be required to cause all work which may be completed by the carpenters’ union (e.g., drywall, acoustic ceiling, millwork) to be completed by union labor. Subject to the foregoing requirements, Tenant shall not be required to employ union labor.

     4.2 Construction of Tenant Improvements by Tenant’s Agents.

          4.2.1 Construction Contract. Prior to Tenant’s execution of the construction contract and general conditions with Contractor (the “Contract”), Tenant shall submit the Contract to Landlord for its records.

          4.2.2 Tenant’s Agents.

               4.2.2.1 Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work. Tenant’s and Tenant’s Agent’s construction of the Tenant Improvements shall comply with the following (i) the Tenant Improvements shall be constructed in material conformance with the Approved Construction Drawings, subject to Tenant’s right to make changes to the same in accordance with, and subject to, this Tenant Work Letter; (ii) Tenant and Tenant’s Agents shall use commercially reasonable efforts (in accordance with industry custom and practice) not to interfere with, obstruct, or delay, any other work in the Project and Landlord’s contractors and subcontractors shall use commercially reasonable efforts (in accordance with industry custom and practice) not to interfere with, obstruct or delay the work of Tenant’s Agents with respect to the Tenant Improvements; and (iii) Tenant shall abide by all reasonable rules made by Landlord with respect to any matter, within reason, in connection with

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this Tenant Work Letter, including, without limitation, the construction of the Tenant Improvements; provided that such rules and regulations are consistent with the practices of landlords of Comparable Buildings. Tenant shall pay logistical coordinate fee to Landlord (the “Coordination Fee”) in amount equal to $50,000.00 for services relating to the coordination of construction of the Tenant Improvements.

               4.2.2.1 [Intentionally Omitted]

               4.2.2.3 Indemnity. Tenant’s indemnity of Landlord and Landlord’s indemnity of Tenant as set forth, qualified and conditioned in Section 10.1 of this Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Agents or any act or omission of Landlord and Landlord’s agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s or Landlord’s (as the case may be) non-payment of any amount required to be paid by such party hereunder and/or Tenant’s or Landlord’s disapproval of all or any portion of any request for payment.

               4.2.2.4 Requirements of Tenant’s Contractors. Each of Tenant’s Contractors shall guarantee or warrant to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of Substantial Completion of the Tenant Improvements. Each of such Tenant’s Contractors performing actual construction work shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the Substantial Completion of the work performed by such Contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Buildings and/or Common Areas of the Buildings that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either; provided that Landlord shall only enforce such guarantee or warranty if Tenant fails to do so in a reasonable time following notice thereof from Landlord. Tenant covenants to use commercially reasonable efforts to give to Landlord any assignment or other assurances which may be reasonably necessary to effect such right of direct enforcement.

               4.2.2.5 Insurance Requirements.

                           4.2.2.5.1 General Coverages. All of Tenant’s Agents shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Article 10 of this Lease (provided that the limits of liability to be carried by Tenant’s Agents and Contractor, shall be in an amount and with companies which are customary for such respective Tenant’s Agents employed by tenants constructing improvements in the buildings comparable to any in the

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vicinity of the Buildings), and the policies therefor shall insure Landlord and Tenant, as their interests may appear, as well as the Contractor and subcontractors.

                           4.2.2.5.2 Special Coverages. Tenant or Contractor shall carry “Builder’s All Risk” insurance, in an amount not more than the amount of the Contract, covering the construction of the Tenant Improvements, and such other insurance as Landlord may reasonably require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord, and are generally required by landlords of Comparable Buildings.

                           4.2.2.5.3 General Terms. Certificates for all insurance carried pursuant to this Section 4.2.2.5 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements (or applicable portion thereof) and before the Contractor’s equipment is moved onto the Project. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Substantial Completion of the Tenant Improvements, except for any “Products” and “Completed Operation Coverage” insurance required by Landlord, which is to be maintained for the term of the policy period following Substantial Completion of the Tenant Improvements. All such insurance relating to property, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 4.2.2.3 of this Tenant Work Letter and Tenant’s rights with respect to the waiver of subrogation.

          4.2.3 Governmental Compliance. The Tenant Improvements shall comply in all respects with the following: (i) applicable building codes and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications, but none of the foregoing requirements shall restrict or limit Landlord’s obligation to deliver the Base Building to Tenant pursuant to Section 1 of this Tenant Work Letter.

          4.2.4 Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements at all reasonable times; provided, however, that Landlord’s failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Tenant Improvements constitute Landlord’s approval of the same. In the event that Landlord should discover a Design Problem during an inspection, Landlord shall, as soon as reasonably possible, notify Tenant in writing of such

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inspection of such disapproval and shall specify in reasonably sufficient detail the items disapproved. Any material defects or deviations in, and/or disapprovals in accordance herewith (because of the existence of a Design Problem) by Landlord of, the Tenant Improvements shall be rectified by Tenant at Tenant’s expense and at no additional expense to Landlord, provided however, that in the event Landlord determines that a material defect or deviation exists or reasonably disapproves of any matter in connection with any portion of the Tenant Improvements because of a Design Problem, Landlord may, following notice to Tenant and a reasonable period of time for Tenant to cure (which period shall in no event be less than ten (10) business days), take such action as Landlord deems reasonably necessary to correct the Design Problem, at Tenant’s expense, and at no additional expense to Landlord, and without incurring any liability on Landlord’s part, to correct any such Design Problem, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the Design Problem is corrected to Landlord’s reasonable satisfaction.

          4.2.5 Meetings. Commencing upon the execution of this Lease, Tenant shall hold regular meetings at a reasonable time, with the Architect and the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Tenant Improvements, which meetings shall be held at the Project or another location in West Los Angeles or Santa Monica (including Tenant’s current location in Bel-Air), and, for at least one (1) meeting a month, Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, a meeting to review the Tenant Improvement Allowance draw package and the Tenant Improvement design and/or construction status, and, upon Landlord’s request, certain of Tenant’s Agents shall attend such meetings. Upon request by Landlord, Tenant shall supply Landlord with the date, time and location of any particular meeting relating to the construction of the Tenant Improvements and Landlord shall have the right to attend such meetings.

     4.3 Notice of Completion; Copy of Updated Approved Construction Drawings. Within ten (10) days after completion of construction of the Tenant Improvements, Tenant shall prepare a Notice of Completion, which Landlord shall promptly execute if factually correct, and Tenant shall cause such Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 4.3, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) in connection with such failure by Tenant to so record the Notice of Completion as required hereunder. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’s sole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Contractor (A) to update the Approved Construction Drawings as to the mechanical drawing portion thereof, and to provide field-grade mark-ups of the remaining portion of the Approved Construction Drawings, in all cases only as necessary to reflect all changes made to the Approved Construction Drawings during the course of construction, (B) to certify to the actual knowledge of Contractor that such updated Approved Construction Drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C) to deliver to Landlord two (2) sets of sepias or electronic format of such updated Approved Construction Drawings, together with any

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permits or similar documents issued by governmental agencies in connection with the construction of the Tenant Improvements, within ninety (90) days following issuance of a certificate of occupancy for the Premises, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises in Tenant’s possession.

ARTICLE 5
DELAY OF LEASE COMMENCEMENT DATE

     5.1 Lease Commencement Date Delays. The Lease Commencement Date shall occur as provided in Section 2.1.1 of this Lease and each Tranche Rent Commencement Date shall occur as set forth in Section 2.1.1 of the Lease, provided that the Lease Commencement Date and any Tranche Rent Commencement Date shall be extended by the number of days of delay of the Substantial Completion of the Tenant Improvements in the subject Tranche and/or Tenant’s move into the subject Tranche when desired by Tenant to the extent caused by a “Commencement Date Delay,” as that term is defined below. As used herein, the term “Commencement Date Delay” shall mean only a “Force Majeure Delay” or a “Landlord Caused Delay,” as those terms are defined below in this Section 5.1 of this Tenant Work Letter. As used herein, the term “Force Majeure Delay” shall mean only an actual delay resulting from fire, wind, damage or destruction to the Buildings, explosion, casualty, flood, hurricane, tornado, the elements, acts of God or the public enemy, strikes, sabotage, war, invasion, insurrection, rebellion, civil unrest, riots, or earthquakes, failure of utilities, inability to secure labor or materials or reasonable substitutions therefor or inability to secure permits and governmental inspections beyond the time period that would normally be required to secure such permits and inspections on an objective basis by any other person or entity constructing improvements comparable to the Tenant Improvements. As used in this Tenant Work Letter, “Landlord Caused Delay” shall mean actual delays to the extent resulting from the acts or omissions of Landlord Parties, including without limitation, the (i) except to the extent Landlord’s approval under this Tenant Work Letter is deemed granted pursuant to the terms of this Tenant Work Letter, failure of Landlord to timely approve or disapprove any Construction Drawings or Change Orders or any other items within time periods set forth in this Tenant Work Letter or this Lease, as applicable, or otherwise within a reasonable period of time; (ii) material and unreasonable interference by Landlord, its agents or Landlord Parties (except as otherwise allowed under this Tenant Work Letter) with the Substantial Completion of the Tenant Improvements and which objectively preclude or delay the construction of general office use tenant improvements in the Buildings or any portion thereof, which interference relates to access by Tenant, or Tenant’s Agents to the Buildings or any Building’s facilities (including loading docks and freight elevators) or service and utilities (including temporary power and parking areas as provided herein) during normal construction hours, or the use thereof during normal construction hours, (iii) any delay in the funding of the Tenant Improvement Allowance by Landlord, (iv) a material breach by Landlord of a provision of this Tenant Work Letter or as specifically provided in Section 6.8 or 6.11 of this Tenant Work Letter (v) Landlord’s failure to maintain a temporary or permanent certificate of occupancy for the Building by the date of execution of this Lease, and (vi) the failure of Landlord to deliver the Base Building in substantially the condition required.

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     5.2 Determination of Lease Commencement Date Delay. If Tenant contends that a Landlord Caused Delay has occurred, Tenant shall notify Landlord in writing of the event which constitutes such Landlord Caused Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Landlord within one (1) business day of Landlord’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Landlord Caused Delay, then a Landlord Caused Delay shall be deemed to have occurred commencing as of the date of Landlord’s receipt of the Delay Notice and ending as of the date such delay ends.

     5.3 Definition of Substantial Completion of the Tenant Improvements. For purposes of this Section 5, “Substantial Completion” of the Tenant Improvements shall mean the issuance of a temporary certificate of occupancy for the subject space and completion of construction of the Tenant Improvements in the subject space pursuant to the Approved Construction Drawings, including any furniture, fixtures, work stations, built-in furniture or equipment necessary to obtain a temporary certificate of occupancy, with the exception of any punch list items, any furniture, fixtures, work stations, built-in furniture or equipment not required to obtain a temporary certificate of occupancy (even if the same requires installation or electrification by Tenant’s Agents) and any tenant improvement finish items and materials which are selected by Tenant but which are not available within a reasonable time (given the Lease Commencement Date).

ARTICLE 6
MISCELLANEOUS

     6.1 Tenant’s Representative. Tenant has designated Mr. Randy Gustafson as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

     6.2 Landlord’s Representative. Landlord has designated Mr. Jonathan Hartz as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

     6.3 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references in this Tenant Work Letter to a “number of days” shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.

     6.4 Tenant’s Lease Default. Notwithstanding any terms and conditions to the contrary contained in this Lease, if a Default as described in Article 19 of this Lease or a material default by Tenant under this Tenant Work Letter beyond the applicable notice and cure period set forth in Article 19 of the Lease has occurred at any time on or before the Substantial Completion of the Tenant Improvements, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold disbursement of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause Contractor to

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cease the construction of the Tenant Improvements (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Tenant Improvements caused by such work stoppage), and (ii) all other obligations of Landlord under the terms and conditions of this Tenant Work Letter shall be suspended until such time as such Default is cured pursuant to the terms and conditions of the Lease (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Tenant Improvements caused by such inaction by Landlord), provided, however, that notwithstanding any other provisions of this Lease, if a Default by Tenant is cured, forgiven or waived, Landlord’s suspended obligations shall be fully reinstated and resumed, effective immediately.

     6.5 Bonding. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall not be required to obtain or provide any completion or performance bond in connection with any Tenant Improvement work performed by or on behalf of Tenant.

     6.6 No Miscellaneous Charges. Neither Tenant nor Tenant’s Agents shall be charged for the use of parking, electricity, water, security, toilet facilities, HVAC (during Building Hours, except Holidays), loading docks and/or the freight elevator during the construction of the Tenant Improvements and Tenant’s move into the Premises prior to the Lease Commencement Date. Subject to terms of this Tenant Work Letter, the foregoing items (including reasonable parking accommodations (with key cards)) shall be made reasonably available to the Contractor, Architect, consultants and the subcontractors during the construction period. In addition, the HVAC systems for the Premises shall be run when Tenant is moving into the Premises.

     6.7 Clean-Up Expenses. Landlord shall clean the Premises prior to Tenant’s move into the Premises, including the washing of all exterior windows. The costs of any cleaning to be provided by Landlord pursuant to this Section 6.7 shall not be included in Operating Expenses for the Building.

     6.8 Codes. In the event that the Base Building does not comply with Code as required by, and subject to, the terms of Section 1 of this Tenant Work Letter, and therefore Tenant incurs increased design or construction costs that it would not have incurred but for such non-compliance with Code, then such costs shall be reimbursed by Landlord to Tenant within ten (10) business days after receipt by Landlord from Tenant of a reasonably particularized invoice documenting and evidencing such increased costs and any delays encountered by Tenant in the design or construction of the Tenant Improvements as a result of such non-compliance shall be subject to Section 5.1 above of this Tenant Work Letter in order to determine if such delay is a Landlord Caused Delay.

     6.9 Move-In Priority. Provided that Tenant has provided Landlord with at least two (2) weeks’ prior written notice of Tenant’s move into the Buildings, Tenant shall have the exclusive right to use the passenger and freight elevators during the weekend that it moves into the Buildings, but only to the extent such exclusive use is necessary for Tenant to complete its move into the Buildings over one (1) weekend in an orderly and efficient manner.

     6.10 Staging Area. During the period prior to the Lease Commencement Date, Tenant shall have the right, without the obligation to pay Rent, to use empty space in the Project’s parking facilities for the purposes of storing and staging its furniture and equipment only. With

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respect to this free storage space (if any), Tenant shall be responsible for providing all insurance and for providing any necessary fencing or other protective facilities. Tenant shall hold Landlord harmless and shall indemnify Landlord from and against any and all loss, liability or cost arising out of or in connection with use of such storage space by Tenant.

     6.11 Hazardous Materials Costs. Subject to the terms of Section 29.25.6 of the Lease, Landlord agrees to bear any increased costs in the design or construction of the Tenant Improvements directly resulting from any Hazardous Materials in the Project (provided such Hazardous Materials are not introduced by Tenant) and shall reimburse to Tenant, any additional, actual, documented and reasonable hard costs incurred by Tenant as a result of the presence of Hazardous Materials in the Project (provided such Hazardous Materials are not introduced by Tenant) prior to the date Tenant constructs the Tenant Improvements and any delays encountered by Tenant in the design or Substantial Completion of the Tenant Improvements as a result of the presence of such Hazardous Materials shall be subject to Section 5.1 above in this Tenant Work Letter in order to determine if any such delays constitute a Landlord Caused Delay.

     6.12 Miscellaneous. Landlord shall provide Tenant with adequate space at the Project at a mutually agreeable location for the placement of a commercially reasonable sized construction trailer.

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EXHIBIT E

FORM OF TENANT’S ESTOPPEL CERTIFICATE

     The undersigned as Tenant under that certain Office Lease (the “Lease”) made and entered into as of           , 2003 by and between            as Landlord, and the undersigned as Tenant, for Premises on the            floor(s) of the office building located at           , Los Angeles, California           , certifies as follows:

     1.     Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and modifications thereto. The documents contained in Exhibit A represent the entire agreement between the parties as to the Premises.

     2.     The undersigned currently occupies the Premises described in the Lease.

     3.     The Lease Term commenced on      , and the Lease Term expires on      .

     4.     Base Rent became payable on           .

     5.     The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A.

     6.     Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows:

     7.     All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through           . The current monthly installment of Base Rent is $          .

     8.     To Tenant’s actual knowledge, all conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder.

     9.     No rental has been paid more than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease.

     10.     To Tenant’s actual knowledge, as of the date hereof, there are no existing defenses or offsets that the undersigned has against Landlord nor have any events occurred that with the

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passage of time or the giving of notice, or both, would constitute a default on the part of Landlord under the Lease.

     11.     The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee, or a prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of making of such loan or acquisition of such property.

     12.     Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate.

     Executed at                on the       day of           , 20     .

“Tenant”:	,
a

By:
	Its:
By:
	Its:

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EXHIBIT F

PRE-APPROVED SIGNAGE LOCATIONS

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EXHIBIT G

FORM OF TELECOMMUNICATION AGREEMENT

     This Telecommunication Agreement (this “Agreement”) is entered into as           of           by and between Playa Vista – Water’s Edge, LLC, a Delaware limited liability company (“Landlord”), and Electronic Arts Inc., a Delaware corporation (“Tenant”).

R E C I T A L S :

     This Agreement is made with regard to the following facts:

     A.     Landlord and Tenant entered into that certain Office Lease dated           (the “Lease”), under which Tenant leases approximately       rentable square feet of office space commonly known as Suite           (the “Premises”) in that certain office building located at      , California (the “Building”).

     B.     In connection with the Lease, Tenant desires to use an additional area located on the roof area of the Building for the purpose of constructing, installing, operating, repairing, replacing (subject to Section 3 of this Agreement) and maintaining a [INSERT APPROPRIATE EQUIPMENT] microwave, radio, satellite and other telecommunications equipment as set forth on Schedule 1, attached hereto (individually, a “Transmission Device”, and collectively, the “Transmission Devices”), and an additional area within the Building’s riser system for the telecommunications conduits, devices, fiber optics and electrical, coaxial, and other connections (collectively, the “Connections”) necessary to connect the Transmission Devices to the Premises. The Transmission Devices and Connections are sometimes referred to in this Agreement collectively as the “Telecommunication Devices”. Landlord has agreed to permit Tenant to use those areas and to construct, install, operate, repair, replace, and maintain the Telecommunication Devices at Tenant’s sole cost and expense.

A G R E E M E N T :

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

     1.     License of Transmission Devices Area.

          1.1 Designation Notice; Transmission Devices Area. Within thirty (30) days after prior notice from Tenant to Landlord (the “Designation Notice”), Landlord and Tenant shall mutually agree on areas on the roof of the Building (the “Roof Location”) that Tenant may use for the purpose of constructing, installing, operating, repairing, replacing (subject to Section 3 of this Agreement) and maintaining the Transmission Devices (collectively, the “Transmission Devices Area”). For purposes of this Agreement, the Building riser system

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as used by Tenant for the Connections shall also be referred to as a part of the Transmission Devices Area.

          1.2 Notice of Exercise. Tenant may exercise its right to use that Transmission Devices Area by written notice delivered to Landlord (the “Notice of Exercise”) at any time after the delivery of the Designation Notice. The terms of this Agreement shall be effective upon the date of this Agreement and shall continue in effect until the expiration or earlier termination of this Agreement as set forth in Section 1.3, below, or the failure of Tenant to timely deliver a Notice of Exercise.

          1.3 License to use the Transmission Devices Area; Exclusive Use. Five (5) business days following the delivery of the Notice of Exercise, Tenant’s license to use the Transmission Devices Area to construct, install, operate, repair, replace (subject to Section 3 of this Agreement) and maintain the Telecommunication Devices shall commence and shall continue until the earlier of (i) the expiration or earlier termination of the Lease, (ii) any termination of this Agreement required by law, governmental authority or quasi-governmental authority, or (iii) the effective date set forth in a written notice from Tenant to Landlord electing to terminate this Agreement. Subject to the rights of Landlord to maintain, operate and repair the Building, Tenant shall have the exclusive right to use the Roof Location. Landlord shall, upon reasonable prior Notice to Tenant, have the right to use and to grant to third parties, the right to use, the Building riser system, and portions of the roof of the Building (subject to the terms of the Lease), other than the Roof Location for Telecommunication Devices only so long as any such use of the other portions of the roof shall not unreasonably interfere with Tenant’s Telecommunication Devices.

          1.4 Access to Telecommunication Devices. During the term of this Agreement, Tenant, its agents, employees and contractors, will have the unlimited right of access to the Transmission Devices, the Transmission Devices Area, and the Connections. In the event that the Connections are only accessible through space in the Building leased to other tenants, Tenant may access such Connections only (i) after giving Landlord at least three (3) business days’ prior written notice, (ii) if such access is reasonably necessary, and (iii) if accompanied by an agent of Landlord. In the event of an emergency, Tenant shall notify Landlord of such emergency and, thereafter, Landlord shall use its commercially reasonable efforts to respond more quickly than as set forth in this Section 1.4 to the access needs of Tenant.

          1.5 Ownership and Removal of Telecommunication Devices. The Telecommunication Devices shall at all times remain the property of Tenant. Tenant shall have the right to remove the Telecommunication Devices, or any part thereof, at any reasonable time upon at least thirty (30) days’ prior written notice to Landlord; provided that in the event of an emergency, Landlord shall use its commercially reasonable efforts to allow Tenant to remove such Telecommunication Devices upon less notice. On or before the expiration or earlier termination of this Agreement, Tenant will remove, at its own cost and expense, the Telecommunication Devices and all related facilities in the Transmission Devices Area (specifically including, but not limited to, (i) any fencing and barriers securing the Telecommunication Devices, and (ii) any Connections installed by or on behalf of Tenant in the Building riser system), and return the Transmission Devices Area (specifically including, but not limited to, the Building riser system) to its condition existing prior to Tenant’s installation of the

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Telecommunication Devices. If Tenant fails to complete such removal or fails to repair any damage caused by such removal within ten (10) days after the expiration or sooner termination of the Lease, Landlord may complete such removal and repair such damage and charge the cost thereof to Tenant, which amounts shall be payable by Tenant within thirty (30) days after Notice thereof from Landlord to Tenant.

     2.     Costs. Tenant shall not be obligated to pay any rent for the Roof Location and Transmission Devised Area; provided, however, that Tenant shall pay, as Additional Rent, all costs incurred by Landlord or Tenant for Tenant’s use of Building utilities in connection with the Telecommunication Device (including the cost of any separate metering requested by Landlord to the extent applicable), including, without limitation, any electricity, water, gas, or heating, ventilation or air conditioning (if any). In addition, Tenant shall directly pay for all costs in connection with the construction, installation, operation, maintenance, repair, replacement, and insurance of the Telecommunication Devices, Roof Location and the Transmission Devices Area.

     3.     Installation, Maintenance and Operation of Telecommunication Devices.

          3.1 Approvals and Permits. During the term of this Agreement and subject to the terms of Section 3.2, below, Tenant may install and operate the Telecommunication Devices in the Transmission Devices Area, in the particular locations as indicated on Schedule 2 for the particular Telecommunication Devices, provided that: (a) Tenant has obtained Landlord’s prior written approval, which approval shall be in Landlord’s reasonable discretion, of the plans and specifications for the Telecommunication Devices and all working drawings for the installation of the Telecommunication Devices, (b) Tenant has obtained all required permits and governmental or quasi-governmental approvals (including satisfying any applicable Federal Communications Commission and Federal Aviation Administration requirements) to install and operate the Telecommunication Devices, and (c) Tenant complies with all applicable governmental and quasi-governmental laws, regulations and building codes in connection with the Transmission Devices Area and the Telecommunication Devices. Landlord shall have the right to reasonably condition its approval of any Telecommunication Devices proposed to be installed by Tenant on Tenant, among other things, erecting fencing or other barriers to secure such devices. With regard to Tenant obtaining all required permits and approvals set forth in Section 3.1(b) above, Landlord shall reasonably cooperate, at Tenant’s sole cost, with Tenant; provided, however, that Landlord shall not be responsible for any such approvals. Once Landlord has given its requisite approval, Tenant may not materially alter or modify the working drawings, or the actual installation of the Telecommunication Devices without Landlord’s prior written consent, which consent shall be granted or withheld in Landlord’s reasonable discretion.

          3.2 Compatibility with Building Systems and Operations. All Telecommunication Devices shall be compatible with the Building systems and equipment and shall not impair window washing or the use of chiller units, the cooling tower, the emergency generator, elevators, machine rooms, helipads, ventilation shafts, if any, or any other parts of the Building. If the installation, maintenance, repair, operation or removal of the Telecommunication Devices require any changes or modifications to any structural systems or components of the Building or any of the Building’s systems or equipment, Landlord shall have the right to either (i) perform such changes or modifications and Tenant shall pay for the actual

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costs thereof (without overhead or profit) within thirty (30) days after Notice thereof from Landlord to Tenant or (ii) require Tenant to perform such changes or modifications at Tenant’s sole cost and expense. If required by Landlord, in its reasonable discretion, or any governmental agency or authority, Tenant shall fully enclose the Transmission Devices Area with suitable fencing or other required enclosures, subject to the terms of Section 3.1, above. Landlord shall have the right to post notices of non-responsibility in connection with any work performed by Tenant or its agents or contractors in connection with this Agreement. The terms and conditions of Article 9 of the Lease shall specifically be applicable in connection with any work performed by Tenant or its agents or contractors in connection with the Telecommunication Devices or this Agreement.

     4.     Use of Transmission Devices Area. Tenant shall have the right to use the Building electricity, water, gas and heating, ventilation and air conditioning located on the roof of the Building for the operation of the Telecommunication Devices. Tenant will not store any materials in the Transmission Devices Area. Tenant will use the Transmission Devices Area solely for the Telecommunication Devices and not for any other purpose. Landlord and its agents may enter and inspect the Transmission Devices Area at any time. Concurrently with Tenant’s installation of any locks for the Transmission Devices Area, Tenant will deliver to Landlord a key for any such lock. Tenant will not materially interfere with the mechanical, electrical, heating, ventilation and air conditioning, or plumbing systems of the Building or the operation, reception, or transmission of any other satellite, microwave, or other broadcasting or receiving devices that are, or will be, located on the roof of, or in, the Building and or the Project.

     5.     Indemnification and Insurance. Tenant agrees and acknowledges that it shall use the Transmission Devices Area at its sole risk, and, expect to the extent caused by Landlord’s negligence or willful misconduct (unless the same is otherwise covered by insurance required to be maintained by Tenant under the Lease), Tenant absolves and fully releases Landlord and the “Landlord Parties,” as that term is defined in Section 10 of the Lease, from (i) any and all cost, loss, damage, expense, liability, and cause of action, whether foreseeable or not, arising from any cause, that Tenant may suffer to its personal property located in the Transmission Devices Area, or (ii) that Tenant or Tenant’s officers, agents, employees, or independent contractors Landlord or the Landlord Parties may suffer as a direct or indirect consequence of Tenant’s use of the Transmission Devices Area, the Telecommunication Devices or access areas to the Transmission Devices Area, or (iii) any other cost, loss, damage, expense, liability, or cause of action arising from or related to this Agreement. In addition, subject to the terms of Article 10 of the Lease, Tenant agrees to indemnify, defend, protect, and hold Landlord and the Landlord Parties harmless from and against any loss, cost, damage, liability, expense, claim, action or cause of action of any third party (including, but not limited to, reasonable attorneys’ fees and costs), whether foreseeable or not, resulting as a direct or indirect consequence of Tenant’s use of the Transmission Devices Area, the Telecommunication Devices or access areas to the Transmission Devices Area, except when such cost, loss, damage, expense, or liability is due to the negligence or willful misconduct of Landlord or the Landlord Parties (unless the same is otherwise covered by insurance required to be maintained by Tenant under the Lease). In addition, Tenant will procure and maintain, at Tenant’s sole expense, insurance in connection with the Transmission Devices Area, the Telecommunication Devices and the obligations assumed by Tenant under this

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Agreement, in the same amounts and with the same types of coverage as required to be procured by Tenant under the Lease.

     6.     Defaults. If Tenant fails to cure the breach of any of the covenants set forth in this Agreement within ten (10) business days following notice from Landlord (provided that such time period shall be extended so long as Tenant commences the cure within such ten (10) business day period and pursues such cure with due diligence to completion), Landlord shall have the right to terminate this Agreement upon written notice to Tenant. In addition, at the option of Landlord, breach of any of the covenants under this Agreement by Tenant will also constitute a default by Tenant under the Lease, and a default by Tenant under the Lease will also constitute a default by Tenant under this Agreement (in which event Landlord may terminate this Agreement upon notice to Tenant).

     7.     Notices. Any notice required or permitted to be given under this Agreement by Tenant or Landlord will be given under the terms of Section 29.14 of the Lease.

     8.     Incorporation of Lease Provisions. All applicable provisions of the Lease apply to Tenant’s payment of rent and other charges pursuant to this Agreement, and the Transmission Devices Area and Tenant’s use thereof in the same manner as those provisions apply to the Premises and are incorporated into this Agreement by this reference as though fully set forth in this Agreement. In the event of any conflicts between the provisions of this Agreement and the Lease, in connection with the interpretation of this Agreement only, the provisions of this Agreement shall govern.

     9.     No Warranty. Landlord has made no warranty or representation that the Telecommunication Devices are permitted by law and Tenant assumes all liability and risk in obtaining all permits and approvals necessary for the installation and use of the Telecommunication Devices. Landlord does not warrant or guaranty that Tenant will receive unobstructed transmission or reception to or from the Telecommunication Devices and Tenant assumes the liability for the transmission and reception to and from the Telecommunication Devices.

     10.     Assignment. Notwithstanding any contrary provision set forth in this Agreement above, this Agreement, and Tenant’s rights contained herein, may not be transferred or assigned to any other person or entity, and no person or entity other than Tenant (and its employees) and Tenant’s Affiliates and other Transferees permitted under the terms of the Lease but only to the extent any such entity is actually occupying all or a portion of the Premises, shall be entitled to use the Telecommunication Devices or the Transmission Devices Area.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

“Landlord”:
PLAYA VISTA - WATER’S EDGE, LLC, a Delaware limited liability company
By:
Name:
Title:
“Tenant”:
ELECTRONIC ARTS INC., a Delaware corporation
By:
	Its:
By:
	Its:

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EXHIBIT H

OUTLINE OF FIELD

(PRIOR TO CONSTRUCTION OF BUILDING 3)

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EXHIBIT H-1

OUTLINE OF FIELD

(FOLLOWING CONSTRUCTION OF BUILDING 3)

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EXHIBIT I

INTENTIONALLY DELETED

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EXHIBIT J

FORM OF MEMORANDUM OF LEASE
AND PURCHASE OPTION

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ALLEN MATKINS LECK GAMBLE
& MALLORY LLP
1901 Avenue Of The Stars, Suite 1800
Los Angeles, California 90067-6050
Attention: Anton N. Natsis, Esq.

(Space Above For Recorder’s Use)

MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE (the “Memorandum”) is made as of the 31^st day of July, 2003 by and between PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited company (“Landlord”) and ELECTRONIC ARTS INC., a Delaware corporation (“Tenant”).

R E C I T A L S:

     A.     Landlord and Tenant have entered into that certain unrecorded lease of even date herewith (the “Lease”). All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Lease.

     B.     Landlord and Tenant desire to provide notice that (i) Tenant hereby leases all of the rentable square footage in those certain office buildings (the “Buildings”) located at 5570 and 5510 Lincoln Boulevard, Los Angeles, California, as situated on that certain parcel of real property located in the County of Los Angeles, State of California, and all as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference, and (ii) Tenant retains certain rights on and with respect to certain real property located adjacent to the Buildings, as more particularly set forth on Exhibit A-1, attached hereto (the “Adjacent Property”), all on the terms and conditions as more fully set forth in the Lease.

     C.     Landlord and Tenant have entered into that certain Project Agreement Re Right of First Offer to Purchase and Options to Purchase which relate to the Buildings (the “Purchase Option Agreement”).

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     D.     NOW, THEREFORE, in consideration of the facts herein above set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

AGREEMENT

     1.     Demise of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, subject to the terms and conditions set forth in the Lease, all of the approximately 243,432 rentable square feet of the Buildings. The Lease Commencement Date is as set forth in the Lease, and the term of the Lease shall terminate, subject to the options to renew set forth below, ten (10) years thereafter.

     2.     Limitation on Building 3 Rentable Square Footage, Field Location. In consideration of Tenant’s execution of the Lease, (i) Landlord has agreed that the total rentable square footage of “Building 3”, as that term is defined in the Lease, to the extent built upon the Adjacent Property, shall not exceed 130,000 rentable square feet of space (calculated in the same manner as Tenant’s rentable square footage was calculated under the Lease), and (ii) Landlord has agreed that the “Field” (which is located on the Adjacent Property) shall be located as set forth on Exhibit B attached hereto prior to the construction of Building 3 and as set forth on Exhibit B-1 following the construction of Building 3.

     3.     Options to Renew. Landlord hereby grants to Tenant, subject to the terms and conditions set forth in the Lease, two (2) options to extend the term of the Lease (for a period of five (5) years each) with respect to all space leased by Tenant in the Buildings (“Option to Extend”). Each Option to Extend is to be exercised, if at all, at least sixteen (16) months prior to the expiration of the then Lease Term.

     4.     Purchase Option. Subject to the terms of the Purchase Option Agreement, Landlord hereby grants to Tenant certain rights to purchase the Buildings, as more particularly set forth in such agreement.

     5.     Other Terms. The terms and conditions of the Lease and the Purchase Option Agreement are incorporated herein by this reference. This Memorandum is prepared and recorded for the purpose of putting the public on notice of the Lease and the Purchase Option Agreement, and this Memorandum in no way modifies the terms and conditions of the Lease or the Purchase Option Agreement. If there is any inconsistency between the terms and conditions of this Memorandum and the terms and conditions of the Lease or the Purchase Option Agreement, the terms and conditions of the Lease or the Purchase Option Agreement, as the case may be, shall control.

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     E.     IN WITNESS WHEREOF, the parties execute this Memorandum on the day and year first above written.

“Landlord”:
PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company
By:	CA-Playa Vista Water’s Edge Limited Partnership,
	a Delaware limited partnership,
	its Co-Manager
	By:	EOM GP, L.L.C.,
		a Delaware limited liability company,
		its general partner
		By:	Equity Office Management, L.L.C.,
			a Delaware limited liability company,
			its non-member manager
			By:
			Name:
			Title:
By:	Maguire Partners – PV Investor Partnership, L.P.,
	a California limited partnership,
	its Co-Manager
	By:	Maguire Partners – PV IP GP, LLC,
		a California limited liability company,
		its general partner
		By:	Maguire Partners SCS, Inc.,
			a California corporation,
			its Manager
			By:
			Name:
			Title:

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“Tenant”:
ELECTRONIC ARTS INC.,
a Delaware corporation
By:
	Its:
By:
	Its:

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STATE OF	)
	)	ss.
COUNTY OF LOS ANGELES)

     On           , before me,           , a Notary Public in and for said state, personally appeared           , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

	WATER’S EDGE
EXHIBIT J	[Electronic Arts]
- -5-	EOP Matter ID No. 7467

STATE OF	)
	)	ss.
COUNTY OF LOS ANGELES)

     On                , before me,           , a Notary Public in and for said state, personally appeared      , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

STATE OF	)
	)	ss.
COUNTY OF LOS ANGELES)

     On          , before me,           , a Notary Public in and for said state, personally appeared           , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

	WATER’S EDGE
EXHIBIT J	[Electronic Arts]
- -6-	EOP Matter ID No. 7467

STATE OF	)
	)	ss.
COUNTY OF LOS ANGELES)

     On      , before me,      , a Notary Public in and for said state, personally appeared      , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

	WATER’S EDGE
EXHIBIT J	[Electronic Arts]
- -7-	EOP Matter ID No. 7467

EXHIBIT A

DESCRIPTION OF REAL PROPERTY

PHASE I
LEGAL DESCRIPTION

The land referred to in this policy is situated in the county of Los Angles, State of California, and is described as follows:

PARCEL A-1:

PARCEL 1 OF CERTIFICATE OF COMPLIANCE FOR LOT-LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-600995 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS:

THAT PORTION OF LOTS 6 AND 7 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 6 NORTH 62º21’36” EAST 367.18 FEET; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT; THENCE SOUTH 62º21’36” WEST 337.78 FEET ALONG SAID PARALLEL LINE TO SAID SOUTHWESTERLY LINE OF SAID LOT 7; THENCE ALONG SAID SOUTHWESTERLY LINE AND THE SOUTHWESTERLY LINE OF SAID LOT 6, THE FOLLOWING THREE COURSES:

1)	NORTH 27º04’18” WEST 102.84 FEET;
2)	NORTH 38º17’34” WEST 123.72 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1,948.11 FEET.
3)	THENCE NORTHWESTERLY 43.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01º16’26” TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED

EXHIBIT A
- -1- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO, 3526, IN BOOK 38244 PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL A-2

PARCEL 2 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PORTION OF LOTS 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240, PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF SAID LOT 8; THENCE PARALLEL WITH THE NORTHERLY LINE OF LOT 6 OF SAID TRACT, NORTH 62°21’36” EAST 322.95 FEET TO A LINE WHICH BEARS SOUTH 27º38’02” EAST AND WHICH PASSES THROUGH A POINT IN SAID NORTHERLY LINE DISTANT NORTH 62°21’36” EAST 352.35 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHERLY LINE OF SAID LOT 8; THENCE ALONG THE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY LINE OF SAID LOT 8 AND THE SOUTHWESTERLY LINE OF LOT 7 THE FOLLOWING THREE COURSES:

1)	SOUTH 61°14’56” WEST 285.50 FEET;
2)	NORTH 72°54’4l” WEST 54.60 FEET;
3)	NORTH 27°04’18” WEST 163.16 TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT A
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[Electronic Arts]
EOP Matter ID No. 7467

PARCEL B.

EASEMENTS AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THAT CERTAIN “AGREEMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS (PLAYA VISTA PARKS AND LANDSCAPE CORPORATION/LOTS 6, 7 AND 8 OF TRACT NO. 49104-03 – JEFFERSON NORTH)” RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961844 OF OFFICIAL RECORDS, SAID EASEMENTS ARE LOCATED OVER THE FOLLOWING DESCRIBED LAND:

LOT 4 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, AS SHOWN ON MAP RECORDED IN BOOK 1240 PAGES 26 TO 32 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL C:

AN EASEMENT FOR DRIVEWAY PURPOSES AS DESCRIBED IN THAT CERTAIN COVENANT AND AGREEMENT FOR COMMON DRIVEWAY RECORDED DECEMBER 9, 1999 AS INSTRUMENT NO. 99-2273732 OF OFFICIAL RECORDS, EXECUTED BY PLAYA CAPITAL COMPANY, LLC IN FAVOR OF THE CITY OF LOS ANGELES, SAID EASEMENT HAVING BEEN CREATED BY THAT CERTAIN INSTRUMENT EXECUTED BY 1) PLAYA PHASE I APARTMENTS, LLC; 2) PLAYA CAPITAL COMPANY; 3) PLAYA PHASE I COMMERCIAL LAND LLC DATED DECEMBER 8, 2000 AND BEING RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961846 OF OFFICIAL RECORDS, SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF LOTS 1 AND 4 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP FILED IN BOOK 1240, PAGES 26 TO 32 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF LOT 5 OF SAID TRACT NO. 49104-03; THENCE NORTH 27º38’24” WEST 182.00 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 5 AND ITS NORTHWESTERLY PROLONGATION TO A LINE PARALLEL WITH AND 14.00 FEET NORTHWESTERLY OF THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE ALONG SAID PARALLEL, LINE NORTH 62°21’36” EAST, 297.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 43.00 FEET, SAID CURVE BEING CONCENTRIC WITH AND 14.00 FEET NORTHERLY OF THE CURVED NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90º00’00”; THENCE SOUTH 27°38’24” EAST 21.00 FEET ALONG A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4 TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHEASTERLY 15.51 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE

EXHIBIT A
- -3- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

OF 44°25’21” TO THE NON-TANGENT CURVED NORTHERLY LINE OF SAID LOT 4, SAID NON-TANGENT CURVE BEING CONCAVE NORTHERLY HAVING A RADIUS OF 27.00 FEET, AND TO WHICH INTERSECTION A RADIAL BEARS SOUTH 11°59’21” EAST; THENCE ALONG THE GENERALLY NORTHERLY, NORTHEASTERLY AND EASTERLY LINES OF SAID LOT 4, THE FOLLOWING FIVE COURSES:

1.	SOUTHEASTERLY 7.38 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15°39’04”;
2.	NORTH 62º21’36” EAST 18.71 FEET TO A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 68.00 FEET AND TO WHICH INTERSECTION A RADIAL LINE BEARS SOUTH 78°35’06” WEST;
3.	SOUTHERLY 38.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32º27’01”;
4.	SOUTH, 62°21’36” WEST 16.71 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 29.00 FEET;
5.	SOUTHWESTERLY 10.22 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°11’30” TO A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET, BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF SAID GENERALLY EASTERLY LINE AND TO WHICH INTERSECTION A RADIAL LINE BEARS NORTH 76º16’21” WEST;

THENCE LEAVING SAID GENERALLY EASTERLY LINE OF LOT 4, SOUTHWESTERLY 14.44 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41°22’03” TO SAID PARALLEL LINE; THENCE SOUTH 27º38’24” EAST 21.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 43.00 FEET AND BEING CONCENTRIC WITH AND 14.00 FEET EASTERLY OF THE CURVED SOUTHEASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00”; THENCE ALONG A LINE PARALLEL WITH AND 14.00 FEET SOUTHEASTERLY OF THE SOUTHEASTERLY LINE. OF SAID LOT 4, SOUTH 62°21’36” WEST 297.00 FEET TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 4; THENCE NORTH 27º38’24” WEST 14.00 FEET ALONG SAID PROLONGATION TO TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4; THENCE ALONG THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET, NORTH 27º38’24” WEST 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE

EXHIBIT A
- -4- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

EASTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHEASTERLY TERMINUS WITH THE SOUTHEASTERLY LINE OF THE NORTHWESTERLY 14.00 FEET OF SAID LOT 4; THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 31.42 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID SOUTHEASTERLY LINE; THENCE NORTH 62º21’36” EAST 244.00 FEET ALONG SAID SOUTHEASTERLY LINE TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET SOUTHWESTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID PARALLEL LINE; THENCE SOUTH 27°38’24” EAST 100.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHWESTERLY TERMINUS WITH THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 14.00 FEET OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID NORTHWESTERLY LINE; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 62°21’36” WEST 244.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHWESTERLY TERMINUS WITH THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET OF SAID LOT 4; THENCE SOUTHWESTERLY, WESTERLY AIM NORTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4.

End of Legal Description

EXHIBIT A
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[Electronic Arts]
EOP Matter ID No. 7467

EXHIBIT A-1

DESCRIPTION OF ADJACENT PROPERTY

PHASE II
LEGAL DESCRIPTION

The land referred to in this policy is situated in the county of Los Angles, State of California, and is described as follows:

PARCEL A-3:

PARCEL 3 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS 6, 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 6 DISTANT THEREON NORTH 62°21’36” EAST 367.18 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT THENCE SOUTH 62°21’36” WEST ALONG SAID PARALLEL LINE 14.83 FEET; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 8.

EXCEPTING THEREFROM THE RIGHT TO ALL, OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL, RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT A-1
- -1- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

PARCEL B.

EASEMENTS AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THAT CERTAIN “AGREEMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS (PLAYA VISTA PARKS AND LANDSCAPE CORPORATION/LOTS 6, 7 AND 8 OF TRACT NO. 49104-03 – JEFFERSON NORTH)” RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961844 OF OFFICIAL RECORDS, SAID EASEMENTS ARE LOCATED OVER THE FOLLOWING DESCRIBED LAND:

LOT 4 OF TRACT NO. 49104-03, IN TIE CITY OF LOS ANGELES, AS SHOWN ON MAP RECORDED IN BOOK 1240 PAGES 26 TO 32 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL C:

AN EASEMENT FOR DRIVEWAY PURPOSES AS DESCRIBED IN THAT CERTAIN COVENANT AND AGREEMENT FOR COMMON DRIVEWAY RECORDED DECEMBER 9, 1999 AS INSTRUMENT NO. 99-2273732 OF OFFICIAL RECORDS, EXECUTED BY PLAYA CAPITAL COMPANY, LLC IN FAVOR OF THE CITY OF LOS ANGELES, SAID EASEMENT HAVING BEEN CREATED BY THAT CERTAIN INSTRUMENT EXECUTED BY 1) PLAYA PHASE I APARTMENTS, LLC; 2) PLAYA CAPITAL COMPANY; 3) PLAYA PHASE I COMMERCIAL LAND LLC DATED DECEMBER 8, 2000 AND BEING RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961846 OF OFFICIAL RECORDS, SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF LOTS 1 AND 4 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP FILED IN BOOK 1240, PAGES 26 TO 32 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF LOT 5 OF SAID TRACT NO. 49104-03; THENCE NORTH 27º38’24” WEST 182.00 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 5 AND ITS NORTHWESTERLY PROLONGATION TO A LINE PARALLEL WITH AND 14.00 FEET NORTHWESTERLY OF THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE ALONG SAID PARALLEL, LINE NORTH 62°21’36” EAST, 297.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 43.00 FEET, SAID CURVE BEING CONCENTRIC WITH AND 14.00 FEET NORTHERLY OF THE CURVED NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90º00’00”; THENCE SOUTH 27°38’24” EAST 21.00 FEET ALONG A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4 TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHEASTERLY 15.51 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE

EXHIBIT A-1
- -2- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

OF 44°25’21” TO THE NON-TANGENT CURVED NORTHERLY LINE OF SAID LOT 4, SAID NON-TANGENT CURVE BEING CONCAVE NORTHERLY HAVING A RADIUS OF 27.00 FEET, AND TO WHICH INTERSECTION A RADIAL BEARS SOUTH 11°59’21” EAST; THENCE ALONG THE GENERALLY NORTHERLY, NORTHEASTERLY AND EASTERLY LINES OF SAID LOT 4, THE FOLLOWING FIVE COURSES:

1.	SOUTHEASTERLY 7.38 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15°39’04”;
2.	NORTH 62º21’36” EAST 18.71 FEET TO A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 68.00 FEET AND TO WHICH INTERSECTION A RADIAL LINE BEARS SOUTH 78°35’06” WEST;
3.	SOUTHERLY 38.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32º27’01”;
4.	SOUTH, 62°21’36” WEST 16.71 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 29.00 FEET;
5.	SOUTHWESTERLY 10.22 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°11’30” TO A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET, BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF SAID GENERALLY EASTERLY LINE AND TO WHICH INTERSECTION A RADIAL LINE BEARS NORTH 76º16’21” WEST;

THENCE LEAVING SAID GENERALLY EASTERLY LINE OF LOT 4, SOUTHWESTERLY 14.44 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41°22’03” TO SAID PARALLEL LINE; THENCE SOUTH 27º38’24” EAST 21.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 43.00 FEET AND BEING CONCENTRIC WITH AND 14.00 FEET EASTERLY OF THE CURVED SOUTHEASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00”; THENCE ALONG A LINE PARALLEL WITH AND 14.00 FEET SOUTHEASTERLY OF THE SOUTHEASTERLY LINE. OF SAID LOT 4, SOUTH 62°21’36” WEST 297.00 FEET TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 4; THENCE NORTH 27º38’24” WEST 14.00 FEET ALONG SAID PROLONGATION TO TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4; THENCE ALONG THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET, NORTH 27º38’24” WEST 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE

EXHIBIT A-1
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[Electronic Arts]
EOP Matter ID No. 7467

EASTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHEASTERLY TERMINUS WITH THE SOUTHEASTERLY LINE OF THE NORTHWESTERLY 14.00 FEET OF SAID LOT 4; THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 31.42 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID SOUTHEASTERLY LINE; THENCE NORTH 62º21’36” EAST 244.00 FEET ALONG SAID SOUTHEASTERLY LINE TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET SOUTHWESTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID PARALLEL LINE; THENCE SOUTH 27°38’24” EAST 100.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHWESTERLY TERMINUS WITH THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 14.00 FEET OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID NORTHWESTERLY LINE; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 62°21’36” WEST 244.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHWESTERLY TERMINUS WITH THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET OF SAID LOT 4; THENCE SOUTHWESTERLY, WESTERLY AIM NORTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4.

End of Legal Description

EXHIBIT A-1
- -4- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

EXHIBIT B

LOCATION OF FIELD

(PRIOR TO CONSTRUCTION OF BUILDING 3)

EXHIBIT B
- -1- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

EXHIBIT B-1

LOCATION OF FIELD

(FOLLOWING CONSTRUCTION OF BUILDING 3)

EXHIBIT B-1
- -1- WATER’S EDGE
[Electronic Arts]
EOP Matter ID No. 7467

EXHIBIT K

FORM OF RECOGNITION OF AMENDMENT TO COVENANTS,

CONDITIONS, AND RESTRICTIONS

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

ALLEN, MATKINS, LECK, GAMBLE
             & MALLORY LLP
1901 Avenue of the Stars, 18^th Floor
Los Angeles, California 90067
Attention: Anton N. Natsis, Esq.

RECOGNITION OF AMENDMENT TO COVENANTS,

CONDITIONS, AND RESTRICTIONS

     This Recognition of Amendment to Covenants, Conditions, And Restrictions (this “Agreement”) is entered into as of the     day of          ,     , by and between PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited company (“Landlord”), and ELECTRONIC ARTS INC., a Delaware corporation (“Tenant”), with reference to the following facts:

     A.          Landlord and Tenant entered into that certain Office Lease dated          , 2003 (the “Lease”). Pursuant to the Lease, Landlord leased to Tenant and Tenant leased from Landlord space (the “Premises”) located in the office buildings on certain real property described in Schedule 1 attached hereto and incorporated herein by this reference (the “Property”).

     B.          The Premises are located in two office buildings located on the Property.

     C.          Landlord, as declarant, has previously recorded, or proposes to record concurrently with the recordation of this Agreement, an amendment (the “Amendment”) to the Covenants, Conditions, and Restrictions recorded on     ,      (the “Declaration”), dated     ,     , in connection with the Property.

     NOW, THEREFORE, in consideration of (a) the foregoing recitals and the mutual agreements hereinafter set forth, and (b) for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

     1.          Tenant’s Recognition of Declaration. Notwithstanding that the Lease has been executed prior to the recordation of the Amendment, Tenant agrees to recognize and be bound by all of the terms and provisions of the Declaration as amended by the Amendment.

	WATER’S EDGE
EXHIBIT K	[Electronic Arts]
-1-	EOP Matter ID No. 7467

     IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be executed the      the day of      , 200_.

“Landlord”:

PLAYA VISTA - WATER’S EDGE, LLC, a
Delaware limited liability company

By:

Name:

Title:

“Tenant”:

ELECTRONIC ARTS INC., a Delaware
corporation

By:

Its:

By:

Its:

	WATER’S EDGE
EXHIBIT K	[Electronic Arts]
-2-	EOP Matter ID No. 7467

STATE OF                                        )
                                                          ) ss.

COUNTY OF LOS ANGELES)

     On                , before me,                , a Notary Public in and for said state, personally appeared                , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

STATE OF                                        )
                                                           ) ss.

COUNTY OF LOS ANGELES)

     On                     , before me,                     , a Notary Public in and for said state, personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

	WATER’S EDGE
EXHIBIT K	[Electronic Arts]
-3-	EOP Matter ID No. 7467

STATE OF                                        )
                                                           ) ss.

COUNTY OF LOS ANGELES)

     On                     , before me,                     , a Notary Public in and for said state, personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

STATE OF                                        )
                                                           ) ss.

COUNTY OF LOS ANGELES)

     On                     , before me,                     , a Notary Public in and for said state, personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State

	WATER’S EDGE
EXHIBIT K	[Electronic Arts]
-4-	EOP Matter ID No. 7467

EXHIBIT L

INTENTIONALLY DELETED

	WATER’S EDGE
EXHIBIT L	[Electronic Arts]
-1-	EOP Matter ID No. 7467

EXHIBIT M

HVAC SPECIFICATIONS

The indoor design temperatures are based on an outdoor summer dry bulb temperature of 91 degrees F and an outdoor summer wet bulb temperature of 67 degrees F and a winter outdoor design temperature of 37 degrees F. The indoor design temperatures will be controlled to not greater than 75 degrees F during the summer and no less than 70 degrees F during the winter. The building internal load shall not exceed 100 sq. ft. / person density, 1.5 Watts/sq. ft lighting and 2.0 Watts/sq. ft. receptacle loads.

	WATER’S EDGE
EXHIBIT M	[Electronic Arts]
-1-	EOP Matter ID No. 7467

EXHIBIT N

JANITORIAL SPECIFICATIONS

1. OFFICE AREAS (All Floors)

a. Nightly Services (Five (5) nights per week)

1.	Empty all waste receptacles. Clean, and reline when needed. Remove material to designated areas.
2.	Remove recycling material when container is full (see weekly)
3.	Vacuum all carpeted main traffic and use areas, including conference rooms, reception areas, interior stairwells, hallways and corridors with the exception of individual offices (see weekly). Spot vacuum/clean all others areas as needed.
4.	Wash and sanitize all drinking fountains.
5.	Damp mop spillage in uncarpeted office areas.
6.	Spot clean carpets to remove light spillage. Report large spills and stains to supervisor.
7.	Assure all designated locked doors are closed after area has been cleaned.
8.	Activate all alarm systems as instructed by occupant (if applicable).
9.	Arrange chairs at desk and conference room tables and turn off lights upon exiting.
10.	Clean conference room tables and remove any remaining food items.
11.	Clean and sweep all lunchroom/eating areas. Wash and wipe tables and counter tops and clean sinks.
12.	Remove scuff marks on floor as needed.

b. Weekly Services

1.	Remove recycling material when container is full.
2.	Vacuum all carpeted areas completely, private offices and cubicle interiors, desk knee area spaces and under waste containers.
3.	Dust and wipe clean with damp or treated cloth all office furniture, files, and cubicle partition tops, (DO NOT MOVE PAPERS).
4.	Remove all finger marks and smudges from all vertical surfaces, including doors, door frames, around light switches, private entrance glass, and partitions.
5.	Damp wipe and polish all glass furniture tops.
6.	Damp mop hard surfaced floors and/or uncarpeted surface floors.
7.	Sweep uncarpeted floors employing dust control techniques with exception of lunchroom (which is to be performed nightly)

c. Monthly Services

1.	Dust and wipe clean chair bases and arms, telephones, cubicle shelves, window sills, relite ledges and all other horizontal surfaces as needed to maintain clean appearance (DO NOT MOVE PAPERS).
2.	Edge vacuum all carpeted areas, as needed.

	WATER’S EDGE
EXHIBIT N	[Electronic Arts]
-1-	EOP Matter ID No. 7467

EX-10.30 4 f94137exv10w30.htm EXHIBIT 10.30

EXHIBIT 10.30

EXECUTION ORIGINAL

AGREEMENT RE RIGHT OF FIRST OFFER TO PURCHASE

AND OPTIONS TO PURCHASE

By and Between

PLAYA VISTA – WATER’S EDGE, LLC,

a Delaware limited liability company

(“Optionor”)

and

ELECTRONIC ARTS INC.,

a Delaware corporation

(“Optionee”)

ELECTRONIC ARTS
[ROFO/Option Agreement]

TABLE OF CONTENTS

		Page(s)
1.	Right Of First Offer To Purchase		2
2.	Purchase Options		5
3.	Limitation on Rights		10
4.	Notices/Delivery		13
5.	Optionor’s Representations and Warranties		15
6.	Optionee’s Representations and Warranties		15
7.	Entire Agreement		16
8.	Governing Law		16
9.	Successors and Assigns		17
10.	Attorneys’ Fees, Costs		17
11.	Time of Essence		17
12.	No Joint Venture		17
13.	Severability		17
14.	Memorandum		17
15.	Subordination/Recognition Agreement		17
16.	Estoppel		18
17.	Reciprocal Parking Agreement/Lot Line Adjustment		18
18.	Counterparts		19

(i) ELECTRONIC ARTS
[ROFO/Option Agreement]

INDEX

	Page(s)
Action		17
ASA		8
Average Option Purchase Price		9
Building 1		1
Building 2		1
Building 3		1
control		3
credit tenant		10
Dispute Resolution Period		12
Documents		6
Escrow Holder,		3
Fair Market Value		9
Field		1
Field Easement		19
Final GAAP Loss Calculation		12
First Offer Notice		3
First Purchase Option		5
Foreclosure Event		3
Foreclosure Owner		3
GAAP Basis		11
GAAP Loss		11
GAAP Loss Number		12
Interest Notice		6
Lease		1
Lease Term		1
Lot Line Adjustment		19
MAI		8
Memorandum		17
Negotiation Period		4
Non-Disturbance Agreement		18
Offered Property		3
Option Agreement		1
Option Property		5
Option Purchase Date		6
Option Purchase Price		6
Optionee		1
Optionee Affiliate		10
Optionee Affiliated Entity		10
Optionee’s Exercise Notice		3
Optionee’s Notice Period		3
Optionee’s Option Exercise Notice		7
Optionee’s Price Proposal		7
Optionee’s Response Notice		7
Optionor		1
Optionor Affiliate		2
Optionor Member		2
Optionor’s Price Proposal		7
Optionor’s Put Notice		6
Optionor’s Put Option		6
Parking Easement		19

(i)

	Page(s)
Permitted Mortgage/Lien Holders		18
Phase I/Phase II Allocation		11
Preliminary GAAP Notice		11
Project		1
Purchase Agreement		3
Qualified Transaction		5
Real Property		1
Right of First Offer		2
ROFO Purchase Price		3
Ruling		8
Second Purchase Option		6

(ii)

AGREEMENT RE RIGHT OF FIRST OFFER TO PURCHASE

AND OPTIONS TO PURCHASE

     This Agreement Re Right of First Offer to Purchase and Options to Purchase (hereinafter referred to as the “Option Agreement”) is made and entered into this 31^st day of July, 2003 by and between PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company (“Optionor”), and ELECTRONIC ARTS INC., a Delaware corporation (“Optionee”).

R E C I T A L S:

     A.        Optionor is the owner of certain real property situated in the City of Los Angeles, County of Los Angeles, State of California, as more particularly described on Exhibit “1” attached hereto and incorporated herein by this reference (the “Real Property”), which Real Property is currently improved with two (2) office buildings designated hereinafter as “Building 1” and “Building 2” located at 5510 and 5570 Lincoln Boulevard, respectively, Los Angeles, California. Optionor and Optionee acknowledge that Optionor may, in the future, construct another building on the Real Property, to be referred to herein as “Building 3”. Building 1, Building 2, and, when applicable, Building 3, together with the Real Property and all improvements thereon and appurtenances thereto are hereinafter, collectively, referred to as the “Project”. The Project is being developed in two phases (hereinafter, “Phase I” and “Phase II”). Phase I consists of the portion of the Real Property on which Building 1 and Building 2 are located, Building 1 and Building 2 and all improvements and appurtenances related thereto. Phase II consists of the that portion of the Real Property on which Building 3 will be located, Building 3, when constructed, and all improvements and appurtenances related thereto, including but not limited to, an approximately 60,000 square foot athletic field defined in the “Lease” (as defined below) as the “Field” (the “Field”) to be constructed in connection therewith. The portions of the Real Property on which each of Building 1, Building 2 and Building 3 are located are each separate, legally subdivided parcels, as shown in Exhibit A-1.

     B.        Pursuant to that certain Office Lease (as the same may be amended from time to time, the “Lease”), by and between Optionor and Optionee, Optionee has agreed to lease from Optionor certain premises situated on Phase I, the Field and a portion of any parking garage hereafter which may be constructed under the Field. This Option Agreement shall not be applicable to Phase II of the Project or the sale of any portion thereof, except as specifically provided herein.

     C.        In connection with, and as partial consideration for, Optionee’s entering into the Lease, Optionor agrees to grant to Optionee (i) an ongoing right of first offer to purchase any and all permitted portions (as hereinafter set forth) of the Project that Optionor elects to sell at any time during the term of the Lease, including any extensions thereof (the “Lease Term”), provided Optionor shall only offer to sell to Optionee either all of Phase I, individually, or all of Phase I and Phase II, collectively, and may not sell or offer to sell only a portion of any applicable Phase, and Optionor shall not have the obligation to offer Phase II to Optionee, if Optionor intends to sell Phase II individually, (ii) an option to purchase Phase I of the Project, as of the fifth (5^th) anniversary of the Lease Commencement Date (as that term is defined in the Lease) and (iii) an option to purchase Phase I of the Project as of the tenth (10^th) anniversary of the Lease Commencement Date, each upon the terms and conditions set forth in this Option

-1- ELECTRONIC ARTS
[ROFO/Option Agreement]

Agreement, provided, however, both of the foregoing option rights shall be subject to “Optionor’s Put Option” (defined in Section 2.1.3 below). The ongoing right of first offer granted herein shall be independent of any option rights granted herein, and subject to the terms of this Option Agreement may be exercised at any time. Further, any sale to Optionee of Phase I only, must also include either a fee interest or an exclusive easement interest in the Field, and a reciprocal parking easement, as set forth in Section 17 below.

     NOW, THEREFORE, in consideration of the parties’ mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.   Right Of First Offer To Purchase. Provided that (i) Optionee or an “Optionee Affiliate” (as defined below) is still the “Tenant” under the Lease, (ii) Optionee is not in monetary default under the Lease beyond any applicable notice and cure periods at the time of Optionee’s exercise of the “Right of First Offer” (as defined below), provided Optionor has delivered to Optionee written notice hereunder, in addition to any notice required under the Lease, of such default and given Optionee at least five (5) business days following delivery of such notice to cure such default, and Optionee fails to cure the default within such period, (nothing herein shall modify Optionor’s rights or remedies as Landlord under the Lease) (iii) Optionee has not subleased more than 40% of the Premises under the Lease at the time of such exercise of the Right of First Offer hereunder and on the applicable “Closing Date,” as defined in the “Purchase Agreement” (as defined below), and (iv) Optionee has not assigned its rights under the Lease to any entity except to an Optionee Affiliate, Optionee or the Optionee Affiliate shall have, throughout the Lease Term, as such may be extended, an on ongoing right of first offer (the “Right of First Offer”) to purchase the portion of the Project as permitted under this Option Agreement that Optionor elects to sell to any party other than an “Optionor Affiliate” or a “Foreclosure Owner,” (as each such term is defined below) (such other party hereinafter referred to as an “Unaffiliated Third Party”), whether or not such Optionor Affiliate purchases a direct or indirect, or partial or total, interest in the “Offered Property” (defined below) or any entity directly or indirectly owning all or a part of the Project or such Foreclosure Owner purchases title to the Offered Property. For purposes of this Option Agreement, an “Optionor Affiliate” shall mean (a) (i) CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, (ii) McGuire Partners SCS, Inc., a Delaware corporation, and (iii) McGuire Partners-PV Investor Partnership, L.P., California limited partnership, (iv) McGuire Properties Inc., a Maryland corporation, (v) Equity Office Properties Trust, and (vi) McGuire Partners Ltd., a California limited partnership (each of (a) (i)-(vi), an “Optionor Member”), or (b) an entity which is controlled by, controls or is under common control with Optionor or any Optionor Member, or (c) an entity which merges with or acquires or is acquired by Optionor or Optionor Member or a parent, subsidiary or member of Optionor or any Optionor Member, provided that if any entity acquires or merges with Optionor and such entity is not otherwise an Optionor Affiliate under items (a) or (b) of this Section 1, such acquiring entity after the acquisition or merger, shall not be deemed to be an Optionor Affiliate if the acquiring entity, in connection with such acquisition or merger, does not acquire any other material assets of any Optionor Member or (d) a transferee of substantially all of the assets or stock of Optionor or any Optionor Member, provided that if any entity acquires Optionor and such entity is not otherwise an Optionor Affiliate under items (a) or (b) of this Section 1, such acquiring entity after the acquisition shall not be deemed to be an Optionor Affiliate if the acquiring entity, in connection with such acquisition, does not acquire any other material assets of any Optionor

-2- ELECTRONIC ARTS
[ROFO/Option Agreement]

Member. For purposes of this Agreement, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Option Agreement, a “Foreclosure Owner” shall be an entity or person that is a “Permitted Mortgage/Lien Holder” (defined in Section 15 below), which becomes the owner of all or a portion of the Project through a foreclosure by trustee’s power of sale, judicially or otherwise, or as a purchaser at a foreclosure sale or by deed in lieu (collectively, a “Foreclosure Event”). Optionee’s Right of First Offer shall be on the terms and conditions set forth in this Section 1.

          1.1   Procedure for Offer. Prior to entering into any agreement to sell the Project, as a whole, or Phase I of the Project, individually, Optionor shall notify Optionee by written notice (the “First Offer Notice”) when and if Optionor desires to sell the Project or any permitted portion thereof, at any time during the Lease Term as the same may be extended, to an Unaffiliated Third Party, whether on the open market or pursuant to an existing offer to purchase received by Optionor, in any manner. Pursuant to such First Offer Notice, Optionor shall offer to sell the Project or the applicable permitted portion thereof (the “Offered Property”) to Optionee and such First Offer Notice shall be accompanied by a purchase and sale agreement in the form set forth in Exhibit 2 attached hereto (the “Purchase Agreement”), which Purchase Agreement shall: (A) set forth (i) the purchase price at which Optionor is willing to sell the Offered Property to Optionee (the “ROFO Purchase Price”), which ROFO Purchase Price shall be determined by Optionor, in Optionor’s sole and absolute discretion and need not be determined by Optionor in good faith, (ii) the required “Deposit” (as such term is defined in the Purchase Agreement), which Deposit shall not exceed three percent (3%) of the ROFO Purchase Price, (iii) the “Contingency Date” (as such term is defined in the Purchase Agreement), which shall in no event be less than thirty (30) days following the “Effective Date” (as such term is defined in the Purchase Agreement) of the Purchase Agreement, and (iv) the Closing Date, which shall in no event be less than sixty (60) days following the Effective Date of the Purchase Agreement; and (B) be executed by Optionor. If the Offered Property is comprised of Phase I, alone, the ROFO Purchase Price will include the value of the interest in the Field, as a fee interest or as an exclusive easement interest, as applicable, and the interest in the “Parking Easement” (defined in Section 17, below).

          1.2   Procedure for Acceptance.

               1.2.1   Acceptance of Offer by Optionee. If Optionee wishes to exercise its Right of First Offer in response to a First Offer Notice, then within ten (10) business days following Optionee’s receipt of the First Offer Notice (the “Optionee’s Notice Period”), Optionee shall notify Optionor in writing either (i) of Optionee’s exercise of the Right of First Offer or (ii) of Optionee’s interest in exercising the Right of First Offer, subject to a reservation of right to further negotiate the ROFO Purchase Price and/or any other terms of the First Offer Notice in its sole and absolute discretion (“Optionee’s Exercise Notice”). If Optionee does not reserve the right in Optionee’s Exercise Notice to further negotiate the ROFO Purchase Price and/or any other terms in the First Offer Notice, Optionee shall deliver to the escrow holder named in the Purchase Agreement (the “Escrow Holder) concurrent with Optionee’s delivery of Optionee’s Exercise Notice, the Deposit required in the Purchase Agreement and an executed copy of the Purchase Agreement. If, however, Optionee in Optionee’s Exercise Notice reserves the right to further negotiate as provided hereinabove, then Optionor shall negotiate with Optionee during a period not to exceed fifteen (15) business days following Optionor’s receipt of Optionee’s

-3- ELECTRONIC ARTS
[ROFO/Option Agreement]

Exercise Notice (the “Negotiation Period”) the terms of the First Offer Notice, including, if requested by Optionee, the ROFO Purchase Price. Optionor will act in good faith as to scheduling and attending meetings with Optionee during the Negotiation Period, provided that nothing herein shall be deemed in any manner to require Optionor to agree to change any terms of Optionor’s First Offer Notice or the Purchase Agreement, and any such changes may be made or rejected by Optionor, in Optionor’s sole and absolute discretion, without any requirement that Optionor do so acting in good faith. If, during the Negotiation Period, Optionor and Optionee mutually agree upon a change in the ROFO Purchase Price and/or such other terms in the First Officer Notice, then prior to the expiration of the Negotiation Period, Optionor and Optionee shall execute the Purchase Agreement and deliver it to the Escrow Holder reflecting the agreed-upon changes, the “Effective Date” of the Purchase Agreement shall be deemed the date on which the Purchase Agreement is delivered to the Escrow Holder as fully executed by both parties, and Optionee shall concurrently deliver to the Escrow Holder the Deposit required under the Purchase Agreement. If Optionee delivers (a) Optionee’s Exercise Notice to Optionor, and (b) the Purchase Agreement and the Deposit to the Escrow Holder, prior to the expiration of Optionee’s Notice Period, without any request for further negotiation, the “Effective Date” of the Purchase Agreement shall be deemed the date on which the fully executed Purchase Agreement is delivered to the Escrow Holder. Notwithstanding anything to the contrary contained herein, Optionee may at any time prior to the expiration of the Negotiation Period exercise the Right of First Offer by delivering the Purchase Agreement (with Optionor’s ROFO Purchase Price) and the Deposit to Escrow Holder. Optionor’s sale of the Offered Property to Optionee, and Optionee’s purchase thereof from Optionor, shall be subject to the terms and conditions of the Purchase Agreement. If the Purchase Agreement terminates in accordance with the terms thereof, then (1) Optionee shall be entitled to withdraw Optionee’s Exercise Notice and receive an immediate refund of the entire Deposit then held by the Escrow Holder, (2) Optionee and Optionor shall be relieved from all obligations under the Purchase Agreement, and (3) Optionor shall, subject to any of Optionee’s rights under the Purchase Agreement, be free to thereafter sell the Offered Property to any Unaffiliated Third Party on any terms elected by Optionor in its sole discretion, but subject to the terms of Section 1.2.2 below. Further, if the Purchase Agreement is terminated after the Contingency Date, solely as a result of a default by Optionor, or pursuant to the terms of the Purchase Agreement as a result of damage or destruction or condemnation, in addition to any remedies of Optionee under the Purchase Agreement, Optionee’s Right of First Offer hereunder shall be deemed to remain in full force and effect.

               1.2.2    Non-Acceptance of Offer by Optionee. If Optionee does not timely accept the terms of the First Offer Notice, or if Optionor and Optionee do not mutually agree upon the ROFO Purchase Price and/or such other terms in the First Offer Notice by the expiration of the Negotiation Period, and/or the Purchase Agreement terminates, in accordance with the terms thereof, then Optionor shall be free to sell the Offered Property, in the same configuration as offered to Optionee, to any Unaffiliated Third Party thereafter on any terms elected by Optionor in its sole discretion, provided that Optionor (i) enters into a fully executed purchase and sale agreement for the Offered Property with an Unaffiliated Third Party within nine (9) months following the expiration of Optionee’s Notice Period (or, if Optionee requests the right to negotiate in Optionee’s Exercise Notice, the expiration of the Negotiation Period), and (ii) consummates the sale of the Offered Property, in the same configuration as offered to Optionee, with such Unaffiliated Third Party as evidenced by recordation of a grant deed conveying the Offered Property to such Unaffiliated Third Party (a “Closing” or “Close”) within twelve (12) months following the expiration of Optionee’s Notice Period (or, if Optionee

-4- ELECTRONIC ARTS
[ROFO/Option Agreement]

requests the right to negotiate in Optionee’s Exercise Notice, the expiration of the Negotiation Period), provided Optionor shall not be required to re-offer the Offered Property to Optionee if any applicable purchase agreement entered into by Optionor within such period then remains executory and cannot be terminated by Optionor within such period, without resulting in the default of Optionor thereunder (the foregoing hereinafter referred to as a “Qualified Transaction”). In the event Optionor fails to enter into or Close a Qualified Transaction, following the expiration of the time periods allowed for a Qualified Transaction, Optionee’s Right of First Offer shall once again be applicable to the Offered Property.

               1.3   Term/Termination of Right of First Offer. The term of the Right of First Offer shall commence upon the full, unconditional, execution and delivery of the Lease and shall terminate:

                  1.3.1   In full, upon termination of the Lease for any reason.

                  1.3.2   With respect to an Offered Property, upon Optionee’s failure to timely exercise the Right of First Offer with respect to such Offered Property as set forth in Section 1.2 above (including timely execution of the Purchase Agreement and delivery of the Deposit), and, thereafter, the sale of such Offered Property under a Qualified Transaction.

                  1.3.3   With respect to an Offered Property, after the timely exercise of the Right of First Offer with respect to the Offered Property by Optionee with a request to further negotiate, and the failure of Optionee and Optionor to reach a mutual agreement to proceed with the purchase in accordance with the First Offer Notice and Purchase Agreement or any amendment thereof prior to the expiration of the Negotiation Period, and, thereafter, the sale of the Offered Property under a Qualified Transaction.

                  1.3.4   In full, upon the purchase of Phase I pursuant to the exercise of either of the Purchase Options in accordance with Section 2 below.

                  1.3.5   In full, upon the purchase of the Offered Property by a Foreclosure Owner.

          1.4   Quitclaim by Optionee. Upon the termination of the Right of First Offer pursuant to Section 1.3, above, in full, Optionee shall execute, acknowledge and deliver to Optionor, within five (5) business days following request therefor from Optionor, a standard and customary quitclaim deed relinquishing all rights of Optionee to purchase the Offered Property pursuant to this Section 1.

     2.      Purchase Options

     2.1   Grant of Options.

                  2.1.1   First Purchase Option. Optionor hereby grants to Optionee an option to purchase all, but not less than all, of Phase I of the Project, together with either a fee interest or an exclusive easement interest in the Field and a reciprocal parking easement interest pursuant to Section 17 below (collectively, the “Option Property”) as of the date of the fifth (5th) anniversary of the Lease Commencement Date (the “First Purchase Option”), upon the terms and conditions set forth more particularly in this Section 2.

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                  2.1.2   Second Purchase Option. Optionor hereby grants to Optionee an option to purchase the Option Property as of the date of the tenth (10^th) anniversary of the Lease Commencement Date (the “Second Purchase Option”), upon the terms and conditions set forth more particularly in this Section 2. The date on which Optionee is required under the Purchase Agreement to purchase of the Option Property pursuant to either the First Purchase Option or the Second Purchase Option, which shall not be later than the date of the fifth (5^th) or tenth (10^th) anniversary, respectively, of the Lease, shall hereinafter be referred to as the “Option Purchase Date”.

                  2.1.3   Optionor’s Put Option. Notwithstanding anything to the contrary in this Section 2.1, or elsewhere in this Option Agreement, in the event Optionee elects to exercise either the First Purchase Option or the Second Purchase Option, in either event, if Phase II of the Project remains undeveloped (i.e., the construction of Building 3 has not commenced) at the time Optionee delivers Optionee’s “Interest Notice” (defined in Section 2.2.1.1 below) Optionor shall have the right, by delivering written notice of such election (“Optionor’s Put Notice”) not later than fifteen (15) business days following Optionor’s receipt of Optionee’s Interest Notice to “put” Phase II to Optionee (“Optionor’s Put Option”), meaning, if Optionor timely delivers Optionor’s Put Notice, Optionee may exercise the applicable Option Right in accordance with Section 2.2.1 below only with respect to both Phase I and Phase II of the Project, in which event, for all purposes of this Option Agreement the “Option Property” shall be deemed to include both Phase I and Phase II of the Project. If Optionor fails to deliver Optionor’s Put Notice in the time permitted hereunder, Optionor shall be deemed to have waived Optionor’s Put Option.

               2.2   Exercise of Purchase Options/Determination of Option Purchase Price. Provided that Optionee or Optionee Affiliate is the “Tenant” under the Lease, Optionee or an Optionee Affiliate, as the case may be, may exercise either the First Purchase Option or the Second Purchase Option, and the purchase price for the Option Property in either event (the “Option Purchase Price”) shall be equal to the “Fair Market Value” (as defined below) of the Option Property, which shall be determined, at the applicable time, in accordance with the terms of Section 2.2.2 below, or such other price as may be agreed to between the parties, in accordance with the terms of Section 2.2.1, below. In the event that the Option Property, is solely Phase I, together with the fee interest or exclusive easement interest, as applicable, in the Field, and an interest in the Parking Easement, the value of the applicable interest in the Field and the interest in the Parking Easement shall be included in the determination of the Fair Market Value of the Option Property.

                  2.2.1   Exercise.

                     2.2.1.1   In the event Optionee wishes to exercise either the First Purchase Option or the Second Purchase Option, Optionee shall, not later than nine (9) months prior to the applicable Option Purchase Date, deliver to Optionor a written notice (“Interest Notice”) notifying Optionor of Optionee’s interest in exercising the applicable Purchase Option and requesting that Optionor deliver to Optionee the “Documents” identified in Sections 4.1.3 and 4.1.4 of the Purchase Agreement; provided, however, the Interest Notice shall not be deemed defective or invalid if Optionee fails to request delivery of the Documents therein. Optionor shall within fifteen (15) business days following receipt of Optionee’s Interest Notice, (i) deliver the Documents to Optionee or make the Documents readily available to Optionee for its review at the Project, and (ii) if applicable, deliver Optionor’s Put Notice.

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                     2.2.1.2   Optionee shall have until the date which is sixty (60) days following receipt of all of the Documents (as evidenced by Optionee’s written acknowledgment of receipt of the Documents, which acknowledgment shall be deemed given if not received by Optionor or if Optionor does not receive objection thereto within five (5) business days after Optionee’s receipt of written request for such acknowledgment from Optionor) to deliver written notice (“Optionee’s Option Exercise Notice”) to Optionor that Optionee is interested in exercising the applicable Purchase Option, subject to the terms of this Section 2. Optionee’s Option Exercise Notice shall state the proposed Option Purchase Price at which Optionee is willing to purchase the Option Property (“Optionee’s Price Proposal”).

                     2.2.1.3   Within ten (10) business days after receipt of Optionee’s Price Proposal, Optionor shall deliver to Optionee written notice (the “Optionor’s Price Proposal”) which notice shall state either (i) that Optionor agrees to Optionee’s Price Proposal or (ii) that Optionor disagrees with Optionee’s Price Proposal and, in such event, Optionor’s Price Proposal shall also set forth Optionor’s proposed Option Purchase Price at which Optionor is willing to sell the Option Property, and (iii) advise Optionee as to whether Optionor believes a “GAAP Loss” (as defined below) exists and concurrently deliver Optionor’s “Final GAAP Loss calculation” (including, if applicable, the allocation between Phase I and Phase II) based on Optionee’s and/or Optionor’s Price Proposal, pursuant to Section 3.3, below.

                     2.2.1.4   If Optionor’s Price Proposal states that Optionor agrees with Optionee’s Price Proposal, whether or not Optionor states that there is a GAAP Loss, then Optionor and Optionee shall execute the Purchase Agreement, which Purchase Agreement shall not have a contingency period and shall reflect (i) the proposed Option Purchase Price, as agreed to by the parties, and (ii) the Closing Date, which shall not be later than the applicable Option Purchase Date, and deliver it to the Escrow Holder and Optionee shall deliver the Deposit to Escrow Holder. Upon Optionor’s and Optionee’s execution and delivery of the Purchase Agreement, and Optionee’s delivery of the Deposit no further act on the part of either party shall be necessary to form a binding contract for the purchase and sale of the Option Property and the transaction shall proceed and close in accordance with the terms of the Purchase Agreement.

                     2.2.1.5   If Optionor’s Price Proposal states that Optionor disagrees with Optionee’s Price Proposal, whether or not Optionor states that there is a GAAP Loss, Optionee shall, within ten (10) business days after receipt of Optionor’s Price Proposal, deliver written notice to Optionor (“Optionee’s Response Notice”) stating either (i) that Optionee irrevocably exercises the applicable Purchase Option and Optionee agrees to purchase the Option Property at the Option Purchase Price set forth in Optionor’s Price Proposal, in which event (A) Optionee and Optionor shall, within five (5) business days after Optionor’s receipt of Optionee’s Response Notice, modify and execute the Purchase Agreement to reflect the agreed upon Option Purchase Price and deliver the new Purchase Agreement to the Escrow Holder, (B) Optionee shall, concurrent with delivery of the Purchase Agreement, deliver the Deposit to the Escrow Holder, and (C) the transaction shall proceed and close in accordance with the terms of the Purchase Agreement, as modified; or (ii) that Optionee irrevocably exercises the applicable Purchase Option, subject only to a determination of the applicable Option Purchase Price in accordance with the arbitration procedure set forth in Section 2.2.2 below, in which event Optionor and Optionee shall, within five (5) business days after Optionor’s receipt of Optionee’s Response Notice, execute the Purchase Agreement, subject to final determination of, and modification of the Purchase Agreement to reflect the Option Purchase Price as determined pursuant to Section 2.2.2 below, and deliver it to the Escrow Holder and concurrent with the

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delivery of the Purchase Agreement, Optionee shall deliver the Deposit to Escrow Holder. Upon Optionor’s and Optionee’s execution and delivery of the Purchase Agreement and Optionee’s delivery of the Deposit, no further act on the part of either party shall be necessary to form a binding contract for the purchase and sale of the Option Property and the transaction shall proceed and close in accordance with the terms of the Purchase Agreement, subject only to determination of the applicable Option Purchase Price as set forth in Section 2.2.2 below, and modification of the Purchase Agreement to reflect such Option Purchase Price or (iii) that Optionee elects to withdraw Optionee’s Option Exercise Notice, in which event (A) the applicable Purchase Option shall be deemed terminated and of no further force and effect, and (B) Optionor shall be entitled thereafter to sell the Option Property to any party on any terms determined by Optionor in its sole discretion, subject only to (1) Optionee’s rights, if any, under Section 1 above, and (2) the Second Purchase Option if the terminated Purchase Option was the First Purchase Option.

                  2.2.2   Determination of Fair Market Value for the Project. In the event Optionee elects in Optionee’s Response Notice to exercise the applicable Purchase Option, subject to arbitration of the Option Purchase Price in accordance with this Section 2.2.2, the following terms shall apply:

                     2.2.2.1   Optionor and Optionee shall each appoint one unrelated neutral arbitrator who shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least ten (10) years experience within the previous fifteen (15) years as a real estate appraiser of office buildings in the County of Los Angeles area, with working knowledge of current market conditions and practices. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar). The determination of the arbitrators shall be limited solely to the issue area of whether the Option Purchase Price in Optionor’s Price Proposal or in Optionee’s Price Proposal, is the closest to the actual Fair Market Value of the Option Property determined by the arbitrators, taking into account the requirements of Section 2.3, below. Each such arbitrator shall be appointed within fifteen (15) days after Optionor’s receipt of Optionee’s Response Notice.

                     2.2.2.2   The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall have the same qualification as set forth in Section 2.2.2.1 above.

                     2.2.2.3   The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator, (a) reach a decision as to the Fair Market Value of the Project and whether the proposed Option Purchase Price in Optionor’s Price Proposal or in Optionee’s Price Proposal is the closest to the Fair Market Value of the Project as determined by the arbitrators, and (b) simultaneously publish a ruling (the “Ruling”) indicating whether the proposed Option Purchase Price in Optionor’s Price Proposal or in Optionee’s Price Proposal is the closest to the Fair Market Value of the Project as determined by the arbitrators. Following the Ruling, the proposed Option Purchase Price selected by the arbitrators as being closest to the Fair Market Value of the Entire Project as determined by the arbitrators shall be deemed the

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Option Purchase Price under the Purchase Agreement, and if necessary, the parties shall enter into an amendment to the Purchase Agreement reflecting the same.

                     2.2.2.4   The decision of the majority of the three arbitrators shall be binding upon Optionor and Optionee.

                     2.2.2.5   If either Optionor or Optionee fails to appoint an arbitrator within fifteen (15) days after the date Optionor receives Optionee’s Response Notice, the arbitrator appointed by one of them shall reach a decision, notify Optionor and Optionee thereof, and such arbitrator’s decision shall be binding upon Optionor and Optionee.

                     2.2.2.6   If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the parties shall submit a request to the American Institute of Real Estate Appraisers, or successor organization, to provide a list of five (5) qualified appraisers. Beginning with the appraiser appointed by Optionor, or Optionor, if no appraiser has been appointed, each appraiser or each party, as applicable, shall, within three (3) business days, strike the name of one (1) of the five (5) appraisers on such list, and the appraiser remaining after each appraiser or party, as applicable, has stricken two (2) names shall be the third appraiser.

                     2.2.2.7   The cost of the third appraiser shall be paid by Optionor and Optionee equally and they shall each pay their appointed appraiser.

                     2.2.2.8   If, for any reason, the arbitrators have not issued the Ruling by the applicable Option Purchase Date, the purchase transaction shall proceed based on an Option Purchase Price equal to the average of Optionor’s and Optionee’s proposed Option Purchase Prices (the “Average Option Purchase Price”) and Optionee shall deliver such amount at closing, provided, the difference between the Average Option Purchase Price and Optionor’s proposed Option Purchase Price shall be held in Escrow by the Escrow Holder until a final determination of the Option Purchase Price is determined by the arbitrators. If the Ruling results in Optionee’s Proposed Purchase Price being the Option Purchase Price, the amount held in escrow, including any interest earned thereon, shall be returned to Optionee, and Optionor shall, within ten (10) business days following receipt of the Ruling, reimburse Optionee for the difference between the Average Option Price and Optionee’s Option Purchase Price. If, on the other hand, the Ruling results in Optionor’s Proposed Purchase Price being the Option Purchase Price, the amount held in escrow, including any interest earned thereon, shall be disbursed to Optionor.

               2.3   Fair Market Value. The “Fair Market Value” of the Option Property shall be the amount that an Unaffiliated Third Party bona-fide buyer would pay to purchase, and a bona-fide seller would accept to sell, the Option Property based on the following assumptions: (i) the determination of the Fair Market Value of the Option Property shall be made as of the applicable Option Purchase Date; (ii) the sales transaction is between arms length unrelated parties, independently negotiating and represented; (iii) that if the Option Property is only Phase I, all leasable space in the Option Property is 100% leased, and if the Option Property is Phase I and Phase II, Phase I will be deemed to be 100% leased and the actual vacancy of Building 3 will be considered; (iv) that no space in the Option Property leased by Optionee is subleased; (v) that there shall be deductions for outstanding tenant improvement allowances or

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leasing commissions, and Optionor shall pay such costs under the Purchase Agreement; (vi) that there is a 50-50 probability (and corresponding value) that all existing leases in the Option Property, including the Lease, shall be renewed for a term of five (5) years at the end of the then term of such leases, notwithstanding their actual terms; (vii) that Optionee is a “credit tenant” with a rating under Moody’s Rating Guidelines of Ba1; (viii) that credit should be given for any tenant lease that is executed and delivered before the Option Purchase Date; (ix) the fact that Optionee is an “owner occupier” will specifically not be taken into account, and (x) the physical condition and location of the Option Property and the actual terms and conditions of the Purchase Agreement shall all be taken into account.

               2.4   Term of Options. The terms of the First Purchase Option and Second Purchase Option shall commence upon the full, unconditional execution and delivery of the Lease and shall terminate upon any of the following.

                  2.4.1   The termination of the Lease for any reason.

                  2.4.2   The sale of the Option Property to Unaffiliated Third Party(s), subject to the terms hereof.

                  2.4.3   With respect to the First Purchase Option, Optionee’s failure to or election not to exercise such First Purchase Option, in accordance with the provisions of Section 2.2.1 above.

                  2.4.4   With respect to the Second Purchase Option, Optionee’s failure to (or election not to) exercise such Second Purchase Option in accordance with the provisions of Section 2.2.1 above.

               2.5   Quitclaim by Optionee. Upon the termination of a Purchase Option pursuant to Section 2.4 above, Optionee shall execute, acknowledge and deliver to Optionor, within five (5) business days following request therefor from Optionor, a standard and customary quitclaim deed relinquishing all rights of Optionee to purchase the Option Property under the applicable terminated Purchase Option.

3. Limitation on Rights.

               3.1   Rights Personal. The Right of First Offer, First Purchase Option and Second Purchase Option granted herein are personal to Optionee and any “Optionee Affiliate” (as defined below) and may be exercised only by Optionee or Optionee’s Affiliate and may not be exercised by any other assignee or transferee of any of Optionee’s interest herein or in the Lease. For purposes herein, an “Optionee Affiliate” shall mean any of the following: (a) an entity which is controlled by, controls or is under common control with Optionee (an “Optionee Affiliated Entity”) or an Optionee Affiliated Entity ; (b) an entity which merges with or acquires or is acquired by Optionee or a parent or an Optionee Affiliated Entity, or a subsidiary of Optionee’s parent or an Optionee Affiliated Entity, (c) a transferee of all or substantially all of the assets of Optionee or an Optionee Affiliated Entity or an entity which is controlled by, controls or is under common control with Optionee, or an Optionee Affiliated Entity, or (d) a transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Optionee or an Optionee Affiliated Entity or of an entity which is controlled by, controls or is under common control with Optionee an Optionee Affiliated Entity, along with

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any other entity which will qualify as an “affiliate” under California General Corporations Code Sections 150 and 5031.

     3.2   No Double Escrow. In the event Optionee exercises any right to acquire the Project or any permitted portion thereof, as provided under this Option Agreement, Optionee shall only take title to the Project, or the applicable permitted portion thereof, in Optionee’s or an Optionee Affiliate’s name and shall not concurrently with the closing of the applicable purchase transaction, or within one (1) year following the Closing, directly or indirectly transfer all or a portion of the ownership interest in the Project or the applicable permitted portion thereof, directly or indirectly to any party other than an Optionee Affiliate, and Optionee shall not acquire all or any permitted portion of the Project pursuant to a First Offer Right or Purchase Option, and, at the time of acquisition, have the intent to transfer the Project, either directly or indirectly, to any party other than an Optionee Affiliate. Optionor shall be entitled to seek damages resulting from a breach of the foregoing covenant. Notwithstanding anything in the foregoing to the contrary, the provisions of this Section 3.2 shall not apply to a (i) transfer by Optionee to an Optionee Affiliate, or vice versa, or (ii) to a transfer with respect to a “synthetic lease” or other similar financing transaction where the transfer of real estate is made solely in trust for financial reporting purposes and control of the ownership of the Project is not directly or indirectly transferred, or (iii) any loan, lien or mortgage placed on the Project.

     3.3   No GAAP Loss on Purchase Options.

                  3.3.1   GAAP Loss. Notwithstanding anything else contained in this Agreement, in no event shall Optionor be required to sell the Option Property to Optionee pursuant to a Purchase Option if such transaction will result in a “GAAP Loss” (as defined below) to Optionor. In the event that the Option Purchase Price would cause Optionor to have a GAAP Loss, Optionor shall have the right, in Optionor’s sole discretion, to terminate the applicable Purchase Option. A “GAAP Loss” shall mean that the net proceeds (after payment of all closing costs and other expenses) that would be received by Optionor from a sale of the Option Property to Optionee for the Option Purchase Price are less than the historical cost basis of Optionor in the Option Property, as determined in accordance with generally accepted accounting principles, provided that “historical cost” will include depreciation/amortization taken up to the date of the sale (such historical cost basis to be known as the “GAAP Basis”). In the event the Option Property is Phase I only, the determination of GAAP Loss will take into consideration an equitable allocation of acquisition and operational costs and expenses between Phase I and Phase II (the “Phase I/Phase II Allocation”). Optionor agrees that not later than December 31, 2004, Optionor shall deliver to Optionee, Optionor’s preliminary GAAP Basis analysis, as of a date no earlier than July 31, 2003, together with reasonable supporting evidence with respect thereto (the “Preliminary GAAP Notice”). Optionee shall then have a period of one hundred eighty (180) days following receipt of the Preliminary GAAP Notice, upon not less than fifteen (15) business days prior written notice, to commence an audit of Optionor’s books and records for the Project conducted by an independent certified accountant licensed in the State California, selected by Optionee, and that shall meet the same qualification required of the arbitrators in Section 3.3.2 below, for the purpose of verifying the calculation of the GAAP Basis set forth in Optionor’s Preliminary GAAP Notice. Optionor shall make available to the auditor, in a location in Los Angeles County, California, within fifteen (15) business days following selection of the auditor, all books and records of Optionor for the Project which are reasonably necessary for purposes of performing such audit, as reasonably determined by the auditor. The preceding audit shall be a one-time right, and Optionor shall not be required to

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provide any further GAAP Basis notice calculation to Optionee thereafter, unless and until Optionee delivers Optionee’s Price Proposal as hereinafter set forth. The cost of Optionee’s audit with respect to Optionor’s Preliminary GAAP Notice shall be borne solely by Optionee. Further, if at the time Optionee delivers Optionee’s Price Proposal, or at the time Optionor delivers Optionor’s Price Proposal, Optionor believes that a GAAP Loss will result based on one of the price proposals, Optionor shall notify Optionee in Optionor’s Price Proposal that Optionee’s or Optionor’s Price Proposal will result in a GAAP Loss, and provide reasonable supporting evidence with respect thereto (the “Final GAAP Loss Calculation”), in which event unless Optionee elects within ten (10) business days following receipt of Optionor’s Price Proposal to accept the greater of the Fair Market Value of the Option Property as determined under Section 2, above, or the “GAAP Loss Number” (defined below), and exercise the applicable Purchase Option pursuant to Section 2.2.1.5(i) above, the applicable Purchase Option shall be of no further force and effect, provided Optionee shall have the right to notify Optionor in writing (“Optionee’s GAAP Dispute Notice”), within ten (10) business days following receipt of Optionor’s Price Proposal claiming a GAAP Loss, that Optionee disputes Optionor’s determination and/or supporting evidence, including any Phase I/Phase II Allocation and provide to Optionor, Optionee’s determination of the Final GAAP Loss Calculation. In such event, Optionor and Optionee shall meet and confer in good faith within and during a period not to exceed ten (10) business days following receipt by Optionor of Optionee’s GAAP Dispute Notice in an attempt to resolve any such dispute (the “Dispute Resolution Period”).

               3.3.2 Resolution of Dispute. If such dispute cannot be resolved within the Dispute Resolution Period, the matter shall be submitted to arbitration in accordance with the following terms.

                    3.3.2.1 Optionor and Optionee shall each appoint one arbitrator who shall be a certified public accountant from a nationally recognized accounting firm and who shall have recognized experience of not less than ten (10) years in financial analysis and real estate accounting principals with respect to real estate construction and development for major first class office projects of the nature of the Project. The determination of the arbitrators shall be limited solely to the issues of (i) whether or not a GAAP Loss exists, taking into consideration, if applicable, any Phase I/Phase II Allocation and all of other factors of this Section 3.3, and (ii) if a GAAP Loss exists, the amount necessary to be paid as the purchase price for the Option Property to avoid a GAAP Loss (the “GAAP Loss Number).” Each such arbitrator shall be appointed within five (5) business days after the expiration of the Dispute Resolution Period.

               3.3.3 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall have the same qualification as set forth in Section 3.3.1 above.

               3.3.4 Within five (5) business days following the appointment of the last arbitrator, Optionor and Optionee shall each submit to the arbitrators their respective determinations as to whether a GAAP Loss exists, and if applicable, their respective estimations of the GAAP Loss Number.

               3.3.5 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator, reach a decision and publish their ruling as to whether or not a GAAP Loss exists, and if so, whether Optionor’s estimated GAAP Loss Number or Optionee’s

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GAAP Loss Number is closest to the actual GAAP Loss Number as determined by the Arbitrators. The closest GAAP Loss Number to the actual GAAP Loss Number as determined by the Arbitrators shall then be the GAAP Loss Number for all purposes herein.

               3.3.6 The decision of the majority of the three arbitrators shall be binding upon Optionor and Optionee.

               3.3.7 If either Optionor or Optionee fails to appoint an arbitrator within five (5) business days after the expiration of the Dispute Resolution Period, the arbitrator appointed by one of them shall reach a decision, notify Optionor and Optionee thereof, and such arbitrator’s decision shall be binding upon Optionor and Optionee.

               3.3.8 If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the parties shall submit a request to the American Arbitration Association to provide a list of five (5) qualified arbitrators. Beginning with the arbitrator appointed by Playa, or Playa, if no arbitrator has been appointed, each arbitrator or each party, as applicable, shall, within three (3) business days, strike the name of one (1) of the five (5) arbitrators on such list, and the arbitrator remaining after each arbitrator or party, as applicable, has stricken two (2) names shall be the third arbitrator.]

               3.3.9 The cost of the third arbitrator shall be paid by Optionor to Optionee equally.

          After the arbitrators have determined if a GAAP Loss exists, the parties shall proceed in accordance with the provisions of Sections 2.2.1.3 through 2.2.1.5 and Section 2.2.2 above to determine the Fair Market Value of the Option Property. Thereafter, if Optionee has elected to accept the greater of (i) Fair Market Value of the Option Property as determined under Section 2, above or (ii) the GAAP Loss Number as determined by Section 3.3, above, pursuant to Section 3.3.1 above, Optionee shall pay the greater of (i) Fair Market Value of the Option Property as determined under Section 2, above or (ii) the GAAP Loss Number as determined by Section 3.3 above. If the arbitrators’ decision has not been delivered prior to the scheduled Closing Date for the applicable Purchase Option, the Closing, if it is to occur, based on the arbitrators’ decision shall be delayed until the date which is ten (10) days following delivery of the arbitrators’ decision.

     4.     Notices/Delivery. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered (including by means of professional messenger service) by nationally recognized overnight courier service, messenger service or registered or certified mail, postage prepaid, return receipt requested. All written communications in accordance with the foregoing shall be deemed given (i) three (3) days after the date it is posted if sent by mail, or (ii) the date the overnight courier or personal delivery is made, or refused by the addressee, at the address set forth below, if delivered by 5:00 P.M., Los Angeles Time on a business day, the next business day if delivered after 5:00 P.M. of a business day or non-business day. Notices of change of address shall be given by written notice as described in this Section 4.

     Notice Address for Optionor:

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	Playa Vista – Water’s Edge, LLC c/o Equity Office Properties 550 South Hope Street, Suite 2200 Los Angeles, California 90071 Attention: Regional Vice President
	and
	c/o Maguire Partners 555 West Fifth Street, Suite 500 Los Angeles, California 90013 Attention: Partner – Leasing
With copies to:
	Equity Office 2 North Riverside Plaza Suite 2100 Chicago, Illinois 60606 Attention: Chief Legal Counsel
And to:
	Allen Matkins Leck Gamble & Mallory LLP 1901 Avenue of the Stars Suite 1800 Los Angeles, California 90067 Attention: Anton N. Natsis, Esq.
Notice Address for Optionee:
	at Optionee’s location at the Project Attention: Head of Facilities and COO EALA
	and
	Electronic Arts 209 Redwood Shores Parkway Redwood City, California 94065 Attention: General Counsel
	and
	209 Redwood Shores Parkway Redwood City, California 94065 Attention: Senior Director of Facilities and               Corporate Services

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     5.     Optionor’s Representations and Warranties. Optionor hereby represents and warrants to Optionee the following matters:

          5.1 Optionor has the legal power, right and authority to enter into this Option Agreement, the Purchase Agreement and the instruments referenced herein and therein and to consummate the transactions contemplated hereby and thereby.

          5.2 All requisite action (corporate, trust, partnership or otherwise) has been taken by Optionor in connection with entering into this Option Agreement, the Purchase Agreement, and the instruments referenced herein and therein and the consummation of the transactions contemplated hereby and thereby.

          5.3 Neither the execution and delivery of this Option Agreement, the Purchase Agreement and the documents referenced herein and therein, nor the consummation of the transactions contemplated herein and therein, nor the compliance with the terms of this Option Agreement, the Purchase Agreement and the documents referenced herein and therein conflict with or result in a material breach of any terms, conditions or provisions of, or constitute a default under, any judicial or administrative order or decree, any note or other evidence of an indebtedness, any contract, deed of trust, loan, partnership agreement or other agreement to which Optionor is a party or affecting the Project or by which Optionor may be bound.

          5.4 There is no pending or contemplated action, suit, arbitration, claim or proceeding, at law or in equity, affecting all or any portion of the Project or in which Optionor is or will be a party by reason of Optionor’s ownership of the Project.

          5.5 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Optionor.

          5.6 No consent of any partner, shareholder, creditor, investor, judicial or administrative body, authority or other party is required that has not been obtained. The individuals executing this Option Agreement and the instruments referenced herein on behalf of Optionor and the partners, members, officers or trustees of Optionor, if any, have the legal power, right, and actual authority to bind Optionor to the terms and conditions hereof and thereof. This Option Agreement and all documents required hereby to be executed by Optionor are and shall be valid, legally binding obligations of and enforceable against Optionor in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the rights of contracting parties generally.

     6.     Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionor the following matters:

          6.1 Optionee has the legal power, right and authority to enter into this Option Agreement and the instruments referenced herein and therein and to consummate the transactions contemplated hereby and thereby.

          6.2 All requisite action (corporate, trust, partnership or otherwise) has been taken by Optionee in connection with entering into this Option Agreement, and the instruments

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referenced herein and therein and the consummation of the transactions contemplated hereby and thereby.

          6.3 Neither the execution and delivery of this Option Agreement and the documents referenced herein and therein, nor the consummation of the transactions contemplated herein and therein, nor the compliance with the terms of this Option Agreement and the documents referenced herein and therein conflict with or result in a material breach of any terms, conditions or provisions of, or constitute a default under, any judicial or administrative order or decree, any note or other evidence of an indebtedness, any contract, deed of trust, loan, partnership agreement or other agreement to which Optionee is a party or by which Optionee may be bound.

          6.4 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Optionee.

          6.5 No consent of any partner, shareholder, creditor, investor, judicial or administrative body, authority or other party is required that has not been obtained. The individuals executing this Option Agreement and the instruments referenced herein on behalf of Optionee and the partners, members, officers or trustees of Optionee, if any, have the legal power, right, and actual authority to bind Optionee to the terms and conditions hereof and thereof. This Option Agreement and all documents required hereby to be executed by Optionee are and shall be valid, legally binding obligations of and enforceable against Optionee in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the rights of contracting parties generally.

     7.     Entire Agreement. This instrument, along with the attached exhibits, contains the entire agreement between the parties relating to the First Purchase Option, Second Purchase Option and the Right of First Offer herein granted and the purchase and sale of the Project or portions thereof pursuant hereto (other than any amendments to the Purchase Agreement entered into pursuant to the terms hereof). Any oral representations of modifications concerning this instrument or its exhibits shall be of no force or effect, excepting a subsequent modification in writing, signed by the party to be charged. This Option Agreement supersedes any prior oral or written agreement between the parties relating to the First Purchase Option, Second Purchase Option and Right of First Offer herein granted.

     8.     Governing Law. This Option Agreement shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, OPTIONOR AND OPTIONEE HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS OPTION AGREEMENT.

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     9.     Successors and Assigns. This Option Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. Optionee may not assign this Option Agreement, or any rights hereunder, at any time, except to an Optionee Affiliate, without the consent of Optionor, in Optionor’s sole judgment and discretion. Notwithstanding any assignment permitted hereunder, Optionee shall not be relieved of any of Optionee’s obligations hereunder unless such assignee assumes all of Optionee’s obligations hereunder.

     10.     Attorneys’ Fees, Costs. If either party (a) files any action or brings any proceeding against the other arising out of this Option Agreement, or (b) is made a party to any action or proceeding brought by the Escrow Holder, whether or not such action or proceeding is prosecuted to judgment (“Action”), then as between Optionor and Optionee (1) the unsuccessful party therein shall pay all costs incurred by the prevailing party therein, including reasonable attorneys’ fees and costs, court costs and reimbursements for any other expenses incurred in connection therewith, and (2) as a separate right, severable from any other rights set forth in this Option Agreement, the prevailing party therein shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing any judgment against the unsuccessful party therein, which right to recover post-judgment attorneys’ fees and costs shall be included in any such judgment. The right to recover post-judgment attorneys’ fees and costs shall (i) not be deemed waived if not included in any judgment, (ii) survive the final judgment in any Action, and (iii) not be deemed merged into such judgment. The rights and obligations of the parties under this Section 10 shall survive the termination of this Option Agreement.

     11.     Time of Essence. Time is of the essence of this Option Agreement.

     12.     No Joint Venture. Nothing in this Option Agreement, including the exhibits, or in the performance of this Option Agreement, shall create or be deemed to create a partnership or joint venture relationship between the parties hereto.

     13.     Severability. Should any part of this Option Agreement for any reason be declared invalid by a court or arbitrator of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect as if this Option Agreement was entered into without including any such part, or portions which may, for any reason, be hereafter declared invalid.

     14.     Memorandum. Concurrently with the execution hereof, Optionor and Optionee shall execute and acknowledge a memorandum of this Option Agreement in the form attached to the Lease as Exhibit J (the “Memorandum”). Within five (5) business days following the date of the full execution and delivery of this Option Agreement and the Lease, Optionor shall cause the Memorandum to be recorded (at the sole cost and expense of Optionee) in the Official Records of Los Angeles County, California.

     15.     Subordination/Recognition Agreement. Subject to Optionee’s receipt of an appropriate non-disturbance agreement (which non-disturbance shall not recognize this Option Agreement as surviving a Foreclosure Event) as set forth below, this Option Agreement shall be subject and subordinate to the lien of any mortgages or trust deeds, now or hereafter in force against the Project, in favor of any Unaffiliated Third Party, if any, and/or renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, provided that the loan evidenced by

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the mortgage or trust deed is only made with respect to and is only secured by a trust deed on the Project. Optionee, shall within fifteen (15) business days following receipt of the request of Optionor, execute a commercially reasonable subordination agreement relating to the rights of Optionor under this Option Agreement, in favor of any mortgage holders or lienholders of Optionor who are Unaffiliated Third Parties (“Permitted Mortgage/Lien Holders”) who later come into existence at any time prior to the expiration of earlier termination of this Option Agreement, provided that the loan evidenced by the mortgage or trust deed is only made with respect to and is only secured by a trust deed on the Project, and provided, further, that such subordination agreement is in accordance with the provisions of this Section 15. Optionor acknowledges and agrees that Optionee’s receipt of a commercially reasonable non-disturbance agreement (“Non-Disturbance Agreement”) in favor of Optionee from any Permitted Mortgage/Lien Holder who later comes into existence at any time prior to the expiration of this Option Agreement shall be in consideration of, and a condition precedent to, Optionee’s agreement to be bound by the provisions of this Section 15 and any other provisions hereunder for the benefit of a Foreclosure Owner. Optionor agrees to use commercially reasonable efforts to obtain the agreement of any Permitted Mortgage/Lien Holders to provide notice to Optionee of any monetary default by Optionor and to permit Optionee to make payments directly to any such Permitted Mortgage/Lien Holder, in the event of Optionor’s failure to make required payments, and provided Optionee shall first notify Optionor prior to making any such payment and provide Optionor with not less than the greater of (i) ten (10) business days following Optionor’s receipt of Optionee’s notice, and (ii) the cure period permitted under the applicable mortgage or lien to cure such default.

16.     Estoppel. Within ten (10) business days following a request in writing by Optionor, Optionee shall execute, acknowledge and deliver to Optionor an estoppel certificate indicating therein to what extent Optionee’s Right of First Offer or either Purchase Option may exist at that time or that any or all of such rights have been waived or terminated, as applicable, and shall also contain any other information reasonably requested by Optionor or any mortgagee or transferee of Optionor’s interest in the Project. Any such certificate may be relied upon by any prospective mortgagee or transferee of all or any portion of the Project. Optionee shall execute and deliver whatever other commercially reasonable instruments may be reasonably required for such purposes. Failure of Optionee to execute, acknowledge and deliver such estoppel certificate or other instruments within five (5) business days after Optionor’s second request (which shall in no event be deemed delivered prior to the expiration of the initial 10 business day period) shall constitute an acknowledgment by Optionee that statements included in the estoppel certificate are true and correct, without exception.

     17.     Reciprocal Parking Agreement/Lot Line Adjustment. In the event that either (i) Optionee exercises the Right of First Offer or either the First Purchase Option or Second Purchase Option with respect to Phase I of the Project only, in accordance with the terms of this Option Agreement, or (ii) Optionor sells Phase II of the Project, as and when permitted under this Option Agreement, separately from Phase I, to any party other than Optionee, Optionor shall, at its election, either (A) obtain and record a lot line adjustment such that the legal parcel comprising Phase I of the Project, as it currently exists of the date of this Option Agreement, (i.e., exclusive of the Field) will be adjusted to cause the portion of the Real Property on which the Field is located to be included (as a fee interest or air rights parcel) as part of the Real Property comprising Phase I of the Project (the “Lot Line Adjustment”), or (B) alternatively, in the event of the purchase of Phase I by Optionee, enter into with Optionee, or in the event of a

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sale of Phase II separately to a third party, cause to be recorded, an exclusive easement, for the benefit of the owner of Phase I, for the use of the Field (the “Field Easement”). The Field Easement shall be in a commercially reasonable form acceptable to both Optionor and Optionee and shall require, at a minimum, that Optionee shall have exclusive use of the Field, and shall maintain, and assume all costs, including an equitable portion of real estate taxes and assessments, for maintenance of, the Field, and that Optionee shall indemnify Optionor or any other owner of Phase II, from all liability resulting from Optionee’s exercise of the rights under the easement and/or its use of the Field. Further, if Building 3 and its related improvements on Phase II have not been completed, the Field Easement shall recognize the fact that Optionee or any other owner of Phase I will not have the use of the Field during the construction of Building 3 and its related improvements, for the period of time, and subject to the terms and conditions with respect thereto, as set forth in the Lease. In addition, in the event of the purchase of Phase I by Optionee, Optionee and Optionor shall enter into, or in the event of a sale of Phase II separately to a third party, Optionor shall cause to be recorded, a reciprocal parking easement for parking in the parking facilities located beneath the Field, and ingress and egress with respect thereto (the “Parking Easement”), which easement shall provide for the number of parking spaces to be allocated to the owner of Phase I and the number of parking spaces to be allocated to the owner of Phase II as required under the Lease and shall be in a commercially reasonable form acceptable to both Optionor and Optionee. Optionor and Optionee agree that, (i) in the event of a purchase of Phase I by Optionee, pursuant to a Purchase Option, during the period between delivery of Optionee’s Interest Notice and delivery of Optionee’s Price Proposal, and (ii) in the event of a purchase of Phase I by Optionee pursuant to a Right of First Offer, prior to the Contingency Date set forth in the Purchase Agreement, Optionor and Optionee shall meet in good faith and mutually agree upon the terms and conditions of the Lot Line Adjustment or Field Easement, as elected by Optionor, and the Parking Easement. Further, upon a sale of Phase II separately, Optionor and Optionee and any other necessary third party(ies) shall meet and in good faith negotiate the terms of the required Lot Line Adjustment or Field Easement and Parking Easement in the time required pursuant to the applicable transaction. In such event, Optionee shall not have the right to object to or prevent the recordation of any of the Lot Line Adjustment, Field Easement or Parking Easement because of matters set forth in any of the Lot Line Adjustment, Field Easement or Parking Easement, so long as Optionee’s rights with respect to the Field and reciprocal parking as hereinabove specified are not materially altered.

     18.     Counterparts. This Option Agreement may be executed in several original counterparts, each of which and all together will constitute this Option Agreement in its entirety.

     IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written.

[SIGNATURES FOLLOW, EACH ON A SEPARATE PAGE]

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SIGNATURES TO THAT CERTAIN AGREEMENT RE RIGHT OF FIRST OFFER TO PURCHASE AND OPTIONS TO PURCHASE BY AND BETWEEN PLAYA VISTA – WATER’S EDGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ELECTRONIC ARTS INC., A DELAWARE CORPORATION, DATED JULY 31, 2003

OPTIONOR:
PLAYA VISTA – WATER’S EDGE, LLC,
a Delaware limited liability company
By:	CA-Playa Vista Water’s Edge Limited
	Partnership, a Delaware limited partnership,
	its Co-Manager
	By:	EOM GP, L.L.C.,
		a Delaware limited liability company,
		its general partner
		By:	Equity Office Management, L.L.C.,
			a Delaware limited liability company,
			its non-member manager
			By: /s/ Robert E. Dezzutti
			Name: Robert E. Dezzutti
			Its: Senior Vice President

By:	Maguire Partners – PV Investor Partnership,
	L.P., a California limited partnership,
	its Co-Manager
	By:	Maguire Partners – PV IP GP, LLC,
		a California limited liability company,
		its general partner
		By:	Maguire Partners SCS, Inc.,
			a California corporation
			its Manager
			By: /s/ John A. Morales
				John A. Morales
				Senior Vice President

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[ROFO/Option Agreement]

SIGNATURES TO THAT CERTAIN AGREEMENT RE RIGHT OF FIRST OFFER TO PURCHASE AND OPTIONS TO PURCHASE BY AND BETWEEN PLAYA VISTA — WATER’S EDGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ELECTRONIC ARTS INC., A DELAWARE CORPORATION, DATED JULY 31, 2003

OPTIONEE:
ELECTRONIC ARTS INC.,
a Delaware corporation
By:	/s/ Lawrence F. Probst III
Its:	Chief Executive Officer
By:
Its:

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[ROFO/Option Agreement]

EXHIBIT “1”

LEGAL DESCRIPTION OF THE REAL PROPERTY

The land referred to in this policy is situated in the county of Los Angles, State of California, and is described as follows:

PARCEL A-1:

PARCEL 1 OF CERTIFICATE OF COMPLIANCE FOR LOT-LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-600995 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS:

THAT PORTION OF LOTS 6 AND 7 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 6 NORTH 62º21’36” EAST 367.18 FEET; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT; THENCE SOUTH 62º21’36” WEST 337.78 FEET ALONG SAID PARALLEL LINE TO SAID SOUTHWESTERLY LINE OF SAID LOT 7; THENCE ALONG SAID SOUTHWESTERLY LINE AND THE SOUTHWESTERLY LINE OF SAID LOT 6, THE FOLLOWING THREE COURSES:

1)	NORTH 27º04’18” WEST 102.84 FEET;
2)	NORTH 38º17’34” WEST 123.72 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1,948.11 FEET.
3)	THENCE NORTHWESTERLY 43.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01º16’26” TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO, 3526, IN BOOK 38244

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PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL A-2

PARCEL 2 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PORTION OF LOTS 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240, PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF SAID LOT 8; THENCE PARALLEL WITH THE NORTHERLY LINE OF LOT 6 OF SAID TRACT, NORTH 62°21’36” EAST 322.95 FEET TO A LINE WHICH BEARS SOUTH 27º38’02” EAST AND WHICH PASSES THROUGH A POINT IN SAID NORTHERLY LINE DISTANT NORTH 62°21’36” EAST 352.35 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHERLY LINE OF SAID LOT 8; THENCE ALONG THE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY LINE OF SAID LOT 8 AND THE SOUTHWESTERLY LINE OF LOT 7 THE FOLLOWING THREE COURSES:

1)	SOUTH 61°14’56” WEST 285.50 FEET;
2)	NORTH 72°54’4l” WEST 54.60 FEET;
3)	NORTH 27°04’18” WEST 163.16 TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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PARCEL A-3:

PARCEL 3 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS 6, 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 6 DISTANT THEREON NORTH 62°21’36” EAST 367.18 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT THENCE SOUTH 62°21’36” WEST ALONG SAID PARALLEL LINE 14.83 FEET; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 8.

EXCEPTING THEREFROM THE RIGHT TO ALL, OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL, RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL B.

EASEMENTS AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THAT CERTAIN “AGREEMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS (PLAYA VISTA PARKS AND LANDSCAPE CORPORATION/LOTS 6, 7 AND 8 OF TRACT NO. 49104-03 – JEFFERSON NORTH)” RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961844 OF OFFICIAL RECORDS, SAID EASEMENTS ARE LOCATED OVER THE FOLLOWING DESCRIBED LAND:

LOT 4 OF TRACT NO. 49104-03, IN TIE CITY OF LOS ANGELES, AS SHOWN ON MAP RECORDED IN BOOK 1240 PAGES 26 TO 32 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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PARCEL C:

AN EASEMENT FOR DRIVEWAY PURPOSES AS DESCRIBED IN THAT CERTAIN COVENANT AND AGREEMENT FOR COMMON DRIVEWAY RECORDED DECEMBER 9, 1999 AS INSTRUMENT NO. 99-2273732 OF OFFICIAL RECORDS, EXECUTED BY PLAYA CAPITAL COMPANY, LLC IN FAVOR OF THE CITY OF LOS ANGELES, SAID EASEMENT HAVING BEEN CREATED BY THAT CERTAIN INSTRUMENT EXECUTED BY 1) PLAYA PHASE I APARTMENTS, LLC; 2) PLAYA CAPITAL COMPANY; 3) PLAYA PHASE I COMMERCIAL LAND LLC DATED DECEMBER 8, 2000 AND BEING RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961846 OF OFFICIAL RECORDS, SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF LOTS 1 AND 4 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP FILED IN BOOK 1240, PAGES 26 TO 32 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF LOT 5 OF SAID TRACT NO. 49104-03; THENCE NORTH 27º38’24” WEST 182.00 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 5 AND ITS NORTHWESTERLY PROLONGATION TO A LINE PARALLEL WITH AND 14.00 FEET NORTHWESTERLY OF THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE ALONG SAID PARALLEL, LINE NORTH 62°21’36” EAST, 297.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 43.00 FEET, SAID CURVE BEING CONCENTRIC WITH AND 14.00 FEET NORTHERLY OF THE CURVED NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90º00’00”; THENCE SOUTH 27°38’24” EAST 21.00 FEET ALONG A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4 TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHEASTERLY 15.51 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 44°25’21” TO THE NON-TANGENT CURVED NORTHERLY LINE OF SAID LOT 4, SAID NON-TANGENT CURVE BEING CONCAVE NORTHERLY HAVING A RADIUS OF 27.00 FEET, AND TO WHICH INTERSECTION A RADIAL BEARS SOUTH 11°59’21” EAST; THENCE ALONG THE GENERALLY NORTHERLY, NORTHEASTERLY AND EASTERLY LINES OF SAID LOT 4, THE FOLLOWING FIVE COURSES:

1.	SOUTHEASTERLY 7.38 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15°39’04”;
2.	NORTH 62º21’36” EAST 18.71 FEET TO A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 68.00 FEET AND TO WHICH INTERSECTION A RADIAL LINE BEARS SOUTH 78°35’06” WEST;
3.	SOUTHERLY 38.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32º27’01”;

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4.	SOUTH, 62°21’36” WEST 16.71 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 29.00 FEET;
5.	SOUTHWESTERLY 10.22 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°11’30” TO A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET, BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF SAID GENERALLY EASTERLY LINE AND TO WHICH INTERSECTION A RADIAL LINE BEARS NORTH 76º16’21” WEST;

THENCE LEAVING SAID GENERALLY EASTERLY LINE OF LOT 4, SOUTHWESTERLY 14.44 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41°22’03” TO SAID PARALLEL LINE; THENCE SOUTH 27º38’24” EAST 21.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 43.00 FEET AND BEING CONCENTRIC WITH AND 14.00 FEET EASTERLY OF THE CURVED SOUTHEASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00”; THENCE ALONG A LINE PARALLEL WITH AND 14.00 FEET SOUTHEASTERLY OF THE SOUTHEASTERLY LINE. OF SAID LOT 4, SOUTH 62°21’36” WEST 297.00 FEET TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 4; THENCE NORTH 27º38’24” WEST 14.00 FEET ALONG SAID PROLONGATION TO TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4; THENCE ALONG THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET, NORTH 27º38’24” WEST 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHEASTERLY TERMINUS WITH THE SOUTHEASTERLY LINE OF THE NORTHWESTERLY 14.00 FEET OF SAID LOT 4; THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 31.42 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID SOUTHEASTERLY LINE; THENCE NORTH 62º21’36” EAST 244.00 FEET ALONG SAID SOUTHEASTERLY LINE TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET SOUTHWESTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID PARALLEL LINE; THENCE SOUTH 27°38’24” EAST 100.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHWESTERLY TERMINUS WITH THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 14.00 FEET OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 31.42 FEET

-5-

ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID NORTHWESTERLY LINE; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 62°21’36” WEST 244.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHWESTERLY TERMINUS WITH THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET OF SAID LOT 4; THENCE SOUTHWESTERLY, WESTERLY AIM NORTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4.

End of Legal Description

-6-

EXHIBIT “2”

AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS

By and Between

PLAYA VISTA – WATER’S EDGE, LLC,
a Delaware limited liability company

(“Seller”)

and

ELECTRONIC ARTS INC.,
a Delaware corporation

(“Buyer”)

ELECTRONIC ARTS INC.
[Purchase Agreement]

TABLE OF CONTENTS

		Page
I	SUMMARY OF BASIC TERMS		1
II	PURCHASE		6
III	PURCHASE PRICE; ESCROW		7
IV	CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS		7
V	CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS		12
VI	FAILURE OF CONDITIONS TO CLOSE OF ESCROW		12
VII	CLOSING, ESCROW AND TITLE		13
VIII	COSTS AND EXPENSES		15
IX	PRORATIONS		15
X	DISBURSEMENTS AND OTHER ACTIONS BY ESCROW HOLDER		17
XI	REPRESENTATIONS AND WARRANTIES		18
XII	BUYER’S REPRESENTATIONS AND WARRANTIES		20
XIII	OPERATIONS DURING ESCROW		22
XIV	CONDEMNATION, DAMAGE AND DESTRUCTION		24
XV	RIGHTS AND REMEDIES		25
XVI	MISCELLANEOUS		26

	ELECTRONIC ARTS INC.
(i)	[Purchase Agreement]

Page

EXHIBITS

EXHIBIT A	LEGAL DESCRIPTION
EXHIBIT B	GRANT DEED
EXHIBIT C	TENANT LEASE ASSIGNMENT
EXHIBIT D	GENERAL ASSIGNMENT AND BILL OF SALE
EXHIBIT E	TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS
EXHIBIT F	TENANT NOTIFICATION LETTER
EXHIBIT G	ADVERSE CLAIMS; INSOLVENCY
EXHIBIT H	NOTICES
EXHIBIT I	EXCEPTIONS TO TITLE OF SELLER
EXHIBIT J	SERVICE CONTRACTS
EXHIBIT K	TENANT LEASES
EXHIBIT L	BILL OF SALE
EXHIBIT M	DESCRIPTION OF THE FIELD

(ii)

INDEX

	Page(s)
Action		28
Affiliate		27
Agreement		1
Approved Title Conditions		9
Authorities		3
Bill of Sale		13
Brokers		3
Building 3		11
Buyer		1
Buyer’s Acknowledgment of Receipt		9
Close of Escrow		2, 7
Closing Date		1
Contingency Date		1
Contingency Period		1
control		9, 27
Deed		13
Deposit		1
Documents		9, 10
Effective Date		1
Environmental Laws		3
Escrow		3
Escrow Holder		1
Field		2
Field Easement		11
FIRPTA Certificate		13
First Purchase Option		6
General Assignment		13
Governmental Regulations		3
Hazardous Material		3
Improvements		3
Inventory		10
Lease		4
Licenses and Permits		4
material		25
Official Records		5
Opening of Escrow		5
Option Agreement		1, 20
Parking Easement		11
Personal Property		5
Phase II Owner		11
Project		3
Project Name		3, 5
Property		2
PTR		8
Purchase Option		6
Purchase Options		6
Purchase Price		1
Real Property		2

	ELECTRONIC ARTS INC.
(iii)	[Purchase Agreement]

	Page(s)
Real Property Owner		11
Records and Plans		5
Rentals		15
Right of First Offer		6
Second Purchase Option		6
Seller		1
Service Contracts		5
Survey		8
Tenant		6
Tenant Deposits		6
Tenant Estoppel Certificates		10
Tenant Lease Assignment		13
Tenant Leases		6
Tenant Notification Letter		13
Title Company		3
Title Documents		8
Title Notice		8
Title Policy		9
to Seller’s actual knowledge		18
To the best of Seller’s knowledge		18
Underlying Documents		8

	ELECTRONIC ARTS INC.
(iv)	[Purchase Agreement]

AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS

I

SUMMARY OF BASIC TERMS

     This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”), dated as of the date set forth in Section 1 of the Summary of Basic Terms, below, is made by and between PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company (“Seller”) and ELECTRONIC ARTS INC., a Delaware corporation (“Buyer”). The terms as set forth below shall have the meanings as set forth below when used in this Agreement.

TERM		DEFINITION
1.1	“Effective Date”
1.2	“Purchase Price”	[TO BE DETERMINED subject to the terms of that certain Agreement Re Right of First Offer to Purchase and Options to Purchase between Seller and Buyer, dated                                          (the “Option Agreement”)]
1.3	“Deposit”	3% of the Purchase Price
1.4	“Escrow Holder”	Chicago Title Company 700 South Flower Street Suite 900 Los Angeles, CA 90017 Attention: Mike Slinger
1.5	“Contingency Date”	[THIS PROVISION IS APPLICABLE ONLY IN THE EVENT THIS PURCHASE AGREEMENT IS EXECUTED IN CONNECTION WITH THE EXERCISE BY BUYER OF THE RIGHT OF FIRST OFFER UNDER THE OPTION AGREEMENT —5:00 P.M. (PST) of the date which is thirty (30) days after the Seller’s delivery to Buyer of all Documents set forth in Section 4 (such 30 day period shall be referred to herein as the “Contingency Period”)
1.6	“Closing Date”	a) WITH RESPECT TO A PURCHASE PURSUANT TO BUYER’S RIGHT OF FIRST OFFER:
		[FILL IN THE DATE – no later than thirty (30) days after the Contingency Date], or such earlier date as may be agreed upon between the

	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

TERM		DEFINITION
		parties
		(b) WITH RESPECT TO PURCHASE PURSUANT TO BUYER’S FIRST PURCHASE OPTION:                                , 2008 or such earlier date as may be agreed upon between the parties
		(c) WITH RESPECT TO PURCHASE PURSUANT TO BUYER’S SECOND PURCHASE OPTION:                                , 2013 or such earlier date as may be agreed upon between the parties
1.7	“Close of Escrow”	The date the Deed is recorded in the Official Records
1.8	“Property”	Collectively, the Real Property, the Improvements, the Licenses and Permits, the Personal Property, the Records and Plans and all of Seller’s right, title and interest in and to the Tenant Leases, Tenant Deposits, and Service Contracts, affecting the Real Property and Improvements
1.9	“Real Property”	That certain real property described on Exhibit A attached hereto, together with all of right, title and interest in and to (i) all appurtenances, streets, alleys, easements, right-of-way in or to all streets or other interests in, on, across, in front of, abutting or adjoining such real property, and (ii) all of the rights, title, interests, privileges and appurtenances which are in any way related to or used in connection with such real property and/or the Improvements [IN THE EVENT OF A PHASE I ONLY PURCHASE, THE REAL PROPERTY SHALL INCLUDE EITHER THE FEE TO THE FIELD IF A LOT LINE ADJUSTMENT IS OBTAINED OR AN EASEMENT FOR THE USE OF THE FIELD BY BUYER]
1.10	“Field”	That certain real property containing an approximately 60,000 square foot athletic field, which is property is described on Exhibit M attached hereto.

	ELECTRONIC ARTS INC.
-2-	[Purchase Agreement]

TERM		DEFINITION
1.11	“Improvements”	All buildings, fixtures, structures, parking areas, landscaping and other improvements constructed and located on the Real Property, including, but not limited to, _____ building(s) containing approximately _____ rentable square feet of space, together with all machinery and mechanical, electrical, HVAC and plumbing systems used in the operation thereof, but excluding any such items owned by tenants in possession or public or private utilities or contractors under contract
1.12	“Project”	The Real Property and the Improvements
1.13	“Title Company”	Chicago Title Insurance Company
1.14	“Project Name”	Playa Vista – Water’s Edge
1.15	“Brokers”	NONE
1.16	“Authorities”	Any governmental or quasi-governmental body or agency having jurisdiction over the Property and/or Seller including, without limitation, the State, the City and the County
1.17	“Escrow”	The escrow opened with Escrow Holder for the consummation of the transaction described in this Agreement
1.18	“Governmental Regulations”	Any laws, ordinance, rules, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, environmental, toxic or hazardous waste, occupational health and safety, water, earthquake hazard reduction, disabled persons and building and fire codes) of the Authorities bearing on the construction, alterations, rehabilitation, maintenance, use, operation, ownership or sale of the Project
1.19	“Hazardous Material”	Any substance or material that is described as a toxic or hazardous substance, waste, material, pollutant, contaminant or infectious waste, or any matter that in certain specified quantities would be injurious to the public health or welfare, or words of similar import, in any of the Environmental Laws or any other words which

	ELECTRONIC ARTS INC.
-3-	[Purchase Agreement]

TERM		DEFINITION
		are intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or reproductive toxicity and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity. “Environmental Laws”shall mean all federal, state, local and quasi-governmental laws (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards, rules, regulations and guidance documents now or hereafter be enacted or promulgated as amended from time to time, in any way relating to or regulating Hazardous Materials
1.20	“Lease”	That certain Office Lease by and between Playa Vista – Water’s Edge, LLC and Electronic Arts Inc. dated _____ , 2003
1.21	“Licenses and Permits”	(A) all licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements issued, approved or granted by Authorities or otherwise in connection with the Project; (B) all right title and interest of Seller in and to the use of the name “Playa Vista Water’s Edge” and any and all other trade names and logos used by Seller in the operation and identification of the Project, except those identifying Seller or an affiliate of Seller, and the name Playa Vista Water’s Edge if less than whole Playa project conveyed; (C) any and all development rights and other intangible rights, titles, interests, privileges and appurtenances owned by Seller and in any way related to or used in connection with the Project and its operation; and (D) all licenses, consents, easements, rights of way and approvals from private parties which Seller has obtained to make use of utilities and to permit vehicular and pedestrian ingress and egress to the Project which are of record or to which

	ELECTRONIC ARTS INC.
-4-	[Purchase Agreement]

TERM		DEFINITION
		Seller is otherwise a party
1.22	“Official Records”	The Official Records of the County of Los Angeles
1.23	“Opening of Escrow”	The date on which a fully executed copy of this Agreement is delivered to Escrow Holder by Buyer and Seller
1.24	“Personal Property”	All equipment, appliances, tools, machinery, supplies, building materials and other personal property of every kind and character owned by Seller and attached to, appurtenant to, located in or used in connection with the operation of the Project, including, without limitation, all attachments, appliances, fittings, gas and oil burners, automatic stokers, lighting fixtures, doors, cabinets, partitions, mantles, elevators, electric motors, pumps, screens, flag poles, waste disposal or storage equipment, all sprinklers, plumbing, heating, incinerating, vacuum cleaning, refrigerating and cooling systems, each with its respective furnaces, boilers, engines, motors, dynamos, radiators, pipe, wiring and other apparatus, vaults, safes, fire prevention and extinguishing equipment, carpets, floor covering, kitchen appliances and antenna, and the Records and Plans
1.25	“Project Name”	[TO BE DETERMINED BY EA PER LEASE]
1.26	“Records and Plans”	(A) All preliminary, final and proposed building plans and specifications (including “as-built” drawings) respecting the Improvements, and (B) all structural reviews, architectural drawings and engineering, soils, seismic, geologic, hyrogeologic and architectural reports, studies and certificates and other documents pertaining to the Project which are within the possession of or under the control of Seller
1.27	“Service Contracts”	Any and all service contracts, maintenance agreements, construction contracts, architects’ agreements, brokerage agreements, parking agreements, consultants’ agreements, warranties, guarantees, management contracts, bonds operating agreements, listing agreements, union

	ELECTRONIC ARTS INC.
-5-	[Purchase Agreement]

TERM		DEFINITION
		contracts, labor agreements, collective bargaining arrangements, and all other service contracts and agreements relating to the Project (other than the Title Documents), together with all supplements, amendment and modifications thereto, relating to the Property, to which Seller is a party and which are currently in effect, provided, such Service Contracts shall not include any “national” service contracts which cover other properties.
1.28	“Tenant”	Any person who is named tenant or lessee under a Tenant Lease, excluding Buyer
1.29	“Tenant Deposits”	All security deposits, prepaid rentals, cleaning fees and other deposits, plus any interest accrued thereon, paid by Tenants to Seller relative to the Project
1.30	“Tenant Leases”	All leases, licenses, rental agreements or occupancy agreements and all amendments and supplements thereto, relative to the Property (together with all rents, issues and profits thereunder), to which Seller is a party and which are currently in effect, excluding the Lease

II

PURCHASE

     2.     Purchase Transaction. Seller and Buyer acknowledge that this Purchase Agreement is being entered into pursuant to the terms of the Option Agreement under which Buyer is granted the right to purchase the Property under either (i) a right of first offer (“Right of First Offer”), (ii) a first purchase option (“First Purchase Option”), or (iii) a second purchase option (“Second Purchase Option”). The First Purchase Option and the Second Purchase Option are sometimes herein referred to, collectively, as the “Purchase Options” or, individually, as a “Purchase Option”. This Agreement is drafted to accommodate a sale pursuant to either the Right of First Offer or a sale pursuant to either Purchase Option, in accordance with the terms of the Option Agreement. Where alternative terms apply, such terms are noted in brackets identifying the type of purchase transaction to which they apply. In submitting this Agreement to Escrow in accordance with the terms of the Option Agreement, Buyer and Seller shall strike and initial the bracketed terms that do not apply to the applicable transaction and shall initial the bracketed terms that do apply to the particular transaction.

	ELECTRONIC ARTS INC.
-6-	[Purchase Agreement]

III

PURCHASE PRICE; ESCROW

     3.     Purchase Price; Escrow Opening. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the sum of the Purchase Price, which shall be paid as set forth below in this Section 1. Buyer shall have the right to allocate the Purchase Price between the Real Property and the Personal Property, provided any such allocation by Buyer shall not be binding on Seller.

          3.1 Deposit. Upon the Opening of Escrow, Buyer shall deliver to Escrow Holder the Deposit required pursuant to Section 1.3 of the Summary which Escrow Holder shall invest in a federally-insured, interest bearing account. At the Close of Escrow, all interest which accrues on the Deposit shall be credited to Buyer’s account and shall be credited to payment of the Purchase Price. [THIS PROVISION APPLICABLE TO A PURCHASE OPTION PURCHASE: The Deposit shall be deemed fully earned on delivery and shall be deemed to be non-refundable in any event except in the event of a default by Seller hereunder, or as a result of damage or destruction or condemnation as set forth in Section 14 below.] [THE FOLLOWING PROVISIONS APPLICABLE IN THE EVENT OF A RIGHT OF FIRST OFFER PURCHASE: Until the Contingency Date, the Deposit shall remain immediately refundable to Buyer if this Agreement is terminated for any reason. Provided Buyer has not terminated this Agreement on or before the Contingency Date, thereafter, the Deposit shall be deemed to be non-refundable unless the transaction contemplated by this Agreement is not consummated as the result of Seller’ default under the terms of this Agreement, or as a result of damage or destruction or condemnation as set forth in Section 14 below.]

          3.2 Purchase Price Balance. Provided that this Agreement has not been previously terminated for any reason permitted hereunder, on or before the Closing Date, Buyer shall deliver the balance of the Purchase Price, as adjusted by Buyer’s share of costs, expenses and prorations, to Escrow Holder by wire transfer of immediately available funds.

          3.3 Escrow Opening. Buyer and Seller shall promptly cause the Opening of Escrow by delivering a fully executed copy of this Agreement to Escrow Holder, and shall execute any additional or supplementary instructions as may be reasonably necessary or convenient to implement the terms of this Agreement. The “Close of Escrow” shall occur on the Closing Date.

IV

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

          4. Conditions Precedent to Buyer’s Obligations; Contingencies. Except as otherwise expressly indicated, the Close of Escrow and Buyer’s obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction or waiver by Buyer, in its sole discretion, as evidenced by delivery of written notice thereof to Seller, not later than the Closing Date (unless otherwise provided herein) of the following conditions as a condition precedent to Buyer’s obligations under this Agreement.

	ELECTRONIC ARTS INC.
-7-	[Purchase Agreement]

          4.1 Inspections, Investigations and Approvals. [ALL PROVISIONS OF THIS SECTION 4.1, INCLUDING ALL SUBSECTIONS HEREUNDER, APPLY ONLY IN THE EVENT OF A RIGHT OF FIRST OFFER PURCHASE: Prior to the expiration of the Contingency Period, Buyer shall have received and/or reviewed and approved, disapproved or waived, as hereafter provided, all of the following matters.

               4.1.1 Physical Inspection. From and after the Opening of Escrow, Buyer and Buyer’s representatives, agents and designees shall have the right to (i) consult with any party, including, without limitation, any Authorities for any purpose relating to the Real Property, and (ii) enter upon the Property, at Buyer’s sole cost, for any purpose (subject to the rights of Tenants) in connection with its proposed purchase, development or operation of the Property, including, without limitation, to examine all “Documents” (as defined in Section 4.1.3 below) relating to the Property and to make such inspections, investigations and tests (including all leased areas and mechanical systems) as Buyer may elect to make or obtain, including, without limitation, a phase I and phase II, as applicable, environmental survey, zoning, building codes or other governmental regulations, architectural inspections, engineering tests, economic feasibility studies, soils, seismic, hydrogeologic and engineering tests, surveys, analyses and studies (including all structural and mechanical systems). No invasive tests, analyses or studies shall be conducted without Seller’s consent, which is not to be unreasonably withheld but may be reasonably conditioned and shall be granted or denied within three (3) business days. Seller agrees to make all such Documents readily available to Buyer and Buyer’s attorneys, accountants and other representatives at the Property at or at Seller’s offices in Los Angeles County, any time during business hours as required in Section 4.1.3 below upon three (3) business days prior notice from Buyer. Buyer shall have the right to make copies, at Buyer’s sole expense, of any and all Documents. Buyer hereby indemnifies and agrees to defend and hold harmless Seller from any and all claims, suits, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements and personal injuries or damages to real or personal property and mechanics’ liens arising out of any such entry by Buyer or its agents, designees or representatives.

               4.1.2 Title Approval.

                    4.1.2.1 Delivery of Title Documents. It shall be the sole obligation and responsibility of Buyer, at Buyer’s sole cost and expense, to order and obtain the following documents (collectively, the “Title Documents”): (A) a preliminary title report (“PTR”) dated on or after the date of this Agreement issued by the Title Company with respect to the Real Property which includes all requirements of the Title Company for “extended coverage”; (B) any update of any existing ALTA as-built survey or any required new survey (“Survey”) of the Real Property; and (C) legible copies of all documents (“Underlying Documents”), whether recorded or unrecorded, referred to in such PTR or Survey; provided, however, Seller shall deliver copies of any unrecorded documents referenced in the PTR in Seller’s possession or control within three (3) business days of written request.

                    4.1.2.2 Buyer Approval. On or before the later of (a) the date which is fifteen (15) days of Buyer’s receipt of the last of the Title Documents, or (b) one (1) business day prior to the Contingency Date, Buyer shall advise Seller and the Title Company of its approval or disapproval of the condition of title reflected in the Title Documents (the “Title

	ELECTRONIC ARTS INC.
-8-	[Purchase Agreement]

Notice”). Buyer’s failure to give Seller and the Title Company timely Title Notice shall be deemed approval by Buyer of the condition of title. Notwithstanding the foregoing, Buyer hereby objects to (i) all liens evidencing monetary encumbrances (other than liens for non-delinquent general real property taxes, including any special taxes or assessments collected therewith which cannot be paid off, but specifically excluding any special taxes or assessments collected therewith which may be paid off), and (ii) all standard nonspecific exceptions to the title to the Property, and Seller hereby agrees to cause all such liens and standard nonspecific exceptions to be eliminated as exceptions to title and from the Title Policy prior to the Closing Date at Seller’s expense. If Buyer timely notifies Seller of its disapproval of the condition of title of the Property, and Seller notifies Buyer in writing, on or before the expiration of the Contingency Date, that it is unable or unwilling to cure any or all matters disapproved by Buyer (or if Seller fails to deliver such notice, in which event, Seller shall be deemed to have elected not to cure any such matters), Buyer may either elect to waive Buyer’s disapprovals by delivering written notice to Seller and Title Company or to terminate this Agreement, on or before the expiration of the Contingency Date, in which event Escrow shall be canceled and the Deposit (together with all interest accrued thereon) shall be returned to Buyer. Upon the Close of Escrow, Seller shall convey fee simple title to the Project to Buyer by the Deed (as defined below in Section 7.2.1), subject only to the following matters (“Approved Title Conditions”): (A) a lien for non-delinquent general real property taxes, including any special taxes or assessments collected therewith which cannot be paid off, but specifically excluding any special taxes or assessments collected therewith which may be paid off, prorated in accordance with the provisions of this Agreement; (B) matters of title respecting the Project approved or waived by Buyer in accordance with this Section 4.1.2; and (C) matters affecting the condition of title to the Project created by or with the written consent of Buyer during the Escrow. Upon the Close of Escrow, Seller, at Seller’s expense, shall cause the Title Company to issue to Buyer an ALTA Extended Coverage 1970 Form B Owner’s Policy of Title Insurance, provided Buyer shall bear the expense of any premium applicable to the ALTA extended coverage portion of such policy, included extended coverage endorsements, with liability in the amount of the Purchase Price and with such CLTA endorsements, co-insurance and/or facultative reinsurance as Buyer designates in its reasonable discretion, showing fee title to the Project vested in Buyer subject only to the Approved Title Conditions (“Title Policy”).

               4.1.3 Operating and Leasing Approval. Concurrently with the Opening of Escrow, or no later than five (5) days thereafter, Seller shall deliver to Buyer or make readily available to Buyer at the Property the documents and materials respecting the Property set forth below in this Section 4.1.3, to the extent in Seller’s possession or control (“control,” meaning in the possession of parties whom Seller has the right to cause to deliver to Seller or parties directed by Seller any information, materials or documents, e.g., property managers, attorneys, accountants, agents, contractors, employees and consultants) (collectively, the “Documents”). Upon Seller’s request, Buyer shall provide Seller with Buyer’s written acknowledgment of receipt (“Buyer’s Acknowledgment of Receipt”) of the Documents delivered by Seller pursuant to this Section 4.1.3 within five (5) days following Buyer’s receipt of Seller’s written request therefor, and if Buyer does not respond within such five (5) day period, then Buyer’s Acknowledgment of Receipt shall be deemed given; provided, however, the fact that Buyer has delivered (or deemed to have delivered) Buyer’s Acknowledgment of Receipt for such Documents shall not waive Buyer’s right to request and have timely delivered to Buyer all items required under this Purchase Agreement, but any further request after such acknowledgment

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shall not extend the Contingency Date. By the Contingency Date, Buyer shall have delivered to Seller written approval or disapproval of the Documents and Buyer’s failure to timely do so, by the Contingency Date, TIME BEING OF THE ESSENCE, shall be deemed to constitute Buyer’s approval of the Documents and Buyer’s election to proceed under this Agreement. The “Documents” shall consist of (i) the most recent phase I and phase II, if any, environmental reports prepared with respect to the Project; (ii) complete copies of all Tenant Leases encumbering the Project, and all amendments or modifications thereto; (iii) a detailed list (“Inventory”) describing all of the Personal Property as of the Opening of Escrow; (iv) legible copies of all Service Contracts (any Service Contract which is not approved by Buyer in writing to Seller on or prior to the Contingency Date shall be terminated by Seller, without cost or liability to Buyer, on or prior to the Closing Date, provided the same can by their terms be terminated by such date, and such disapproved Service Contracts shall no longer be Service Contracts for purposes of this Agreement); (v) copies of all Records and Plans; (vi) copies of all Licenses and Permits; (vii) copies of all documents, agreements and other writings referenced in and affecting the Tenant Leases, other than the Lease; and (viii) copies of all insurance claims and settlements made within the three most recent years of Fifty Thousand and No/100 Dollars ($50,000.00) or more; and (ix) copies of the bills issued for the three (3) most recent years for all real property taxes.

               4.1.4 [THIS PROVISION APPLICABLE ONLY WITH RESPECT TO A FIRST OFFER PURCHASE WHICH INCLUDES BUILDING 3: Tenant Estoppel Certificates. No later than twenty (20) business days after the Opening of Escrow, Seller shall deliver to Buyer estoppel certificates (“Tenant Estoppel Certificates”) duly executed by Tenants occupying not less than 70% of the rentable square footage of the building designated as Building 3 of the Project, and to the extent Seller is unable to deliver Tenant Estoppel Certificates from all tenants of the Building 3, Seller shall deliver Landlord estoppel certificates for all remaining Tenants, occupying up to a maximum of 30% of the rentable square footage of Building 3, which are dated not more than sixty (60) days prior to the Closing Date. Seller shall use commercially reasonable efforts to obtain Tenant Estoppel Certificates substantially in the form of Exhibit “N” attached hereto (with any Landlord certificate adapted appropriately to reflect Landlord responses), provided, Seller shall only be obligated to provide a Tenant Estoppel Certificate in the form attached to any applicable Tenant Lease, if the applicable Tenant will not deliver a Tenant Estoppel Certificate in the form of Exhibit “N”. Seller shall deliver the original executed Tenant Estoppel Certificates to Buyer no later than ten (10) business days prior to the Closing Date.]

               4.1.5 By the Closing Date, Buyer and Seller shall have reached an agreement with respect to the terms of the “Lot Line Adjustment” or “Field Easement,” as applicable, and the “Parking Easement”, each as defined in Section 4.2.6 below.

     By the Contingency Date, Buyer shall have delivered to Seller written disapproval of any matters resulting from any and all inspections, investigations, tests and studies with respect to the matters set forth in Sections 4.1.1 through 4.1.3 above to which Buyer has any objection. In the event Buyer has not provided Seller with written notice of any such disapproval by the expiration of the Contingency Period, all matters not previously disapproved shall be deemed to be approved, and this Agreement shall remain in full force and effect and the Deposit shall be non-refundable except as otherwise provided herein. In the event Buyer notifies Seller of its

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disapproval of any matter to which it objects (unless Seller has cured such matter to Buyer’s satisfaction, in Buyer’s sole discretion, such that Buyer has waived its disapproval, this Agreement shall terminate, and the Deposit (including all interest accrued thereon) shall immediately be returned to Buyer. Notwithstanding anything to the contrary contained herein, Buyer may elect to terminate this Agreement on or prior to the Contingency Date for no reason or any reason whatsoever, in Buyer’s sole and absolute discretion.

          4.2 Buyer’s Conditions Precedent.

               4.2.1 Representations, Warranties and Covenants of Seller. Seller shall have performed each and every material covenant and agreement to be performed by Seller hereunder in the form, by the time and in the manner required by the terms of this Agreement, and Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof and as of the Close of Escrow with the same force and effect as if remade by Seller in a separate certificate at that time.

               4.2.2 Original Documents. Without limiting Seller’s obligations under Section 4.1.3, Seller shall, by the Closing Date, deliver to Buyer originals of all the Documents, or if an original is not available, a copy thereof.

               4.2.3 Seller’s Deliveries. Seller shall have delivered the items described in Section 7.2.

               4.2.4 Title Insurance. As of the Close of Escrow, the Title Company shall have issued or shall have committed to issue the Title Policy to Buyer.

               4.2.5 [THIS PROVISION APPLICABLE ONLY IN THE EVENT THE PROPERTY IS ONLY “PHASE I” AS DEFINED IN THE OPTION AGREEMENT] Lot Line Adjustment/Easements. Seller shall, at Seller’s election, have either (i) obtained and recorded or be in a position to record at Closing, a lot line adjustment such that the legal parcel comprising the Real Property shall include the Field (the “Lot Line Adjustment”), or (ii) alternatively, grant an exclusive easement to the owner of the Real Property (the “Real Property Owner”) for the Real Property Owner’s exclusive use of the Field (the “Field Easement”), which Field Easement shall be in a commercially reasonable form mutually acceptable to Buyer and Seller and shall be recorded at Closing, and will provide, at a minimum, that the Real Property Owner shall (a) have exclusive use of the Field, (b) maintain, and assume all costs (including an equitable portion of real estate taxes and assessments) for maintenance and use of the Field, and (c) indemnify Seller or any other owner of Phase II (as defined in the Option Agreement) (the “Phase II Owner”) against any liabilities arising out of Buyer’s exercise of its rights under such Field Easement and use of the Field. Further, if the building intended to be constructed on Phase II (“Building 3”) and its related improvements on Phase II have not been completed, the Field Easement shall recognize the fact that the Real Property Owner will not have use of the Field during the construction of Building 3 and its related improvement, for the period of time, and subject to the terms and conditions with respect thereto, as set forth in the Lease. In addition, Buyer and Seller shall enter into a reciprocal parking easement for parking and ingress and egress with respect thereto with respect to the parking facilities located beneath the Field (the “Parking Easement”), which Parking Easement shall be in a commercially reasonable form mutually acceptable to Buyer and Seller, shall benefit and burden the Real

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Property Owner and the Phase II Owner, and will provide for the number of parking spaces to be allocated to the Phase I Owner and the number of parking spaces to be allocated to the Real Property Owner as required under the Lease.

The conditions set forth in this Section 4, above [PHASE I ONLY PURCHASE –(except with respect to the Parking Easement, which shall be for Seller’s sole benefit)], are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall, at all times, have the right to waive any condition. Such waiver or waivers shall be in writing to Buyer. The waiver by Buyer of any particular condition, representation, warranty, covenant or agreement of Seller shall not relieve Seller of any liability or obligation with respect to any other condition, representation, warranty, covenant or agreement of Seller. All approvals given by Buyer under this Section 4 shall be in writing and the failure of Buyer to approve any matter requiring its approval under this Section 4, by the time therefor shall be deemed approval thereof by Buyer. Neither Seller nor Buyer shall act or fail to act for the purpose of permitting or causing any condition to fail (except to the extent Buyer, in its own sole discretion, exercises its right to disapprove any such items or matters).

V

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS

     5.     Conditions Precedent to Seller’s Obligations. As a condition precedent to Seller’s obligations under this Agreement, (i) all uncured monetary defaults, if any, under the Lease shall have been cured on or before Close of Escrow; provided, however, the parties agree that Buyer may deposit all funds required to cure any such defaults, in addition to the Purchase Price, on the Closing Date, and (ii) Buyer shall have performed all of Buyer’s obligations hereunder and delivered the Purchase Price to Escrow Holder by the Closing Date and shall have made the other deliveries in the form, manner and at the times specified in this Agreement [PHASE I ONLY PURCHASE and (iii) if applicable, Buyer shall have delivered the executed Field Easement, and Buyer shall have delivered the executed Parking Easement].

VI

FAILURE OF CONDITIONS TO CLOSE OF ESCROW

     6.     Failure of Conditions to Close of Escrow. If any of the conditions set forth in Sections 4, 5 or 7 are not timely satisfied or waived by the party to whose benefit such condition inures, for a reason other than a breach of an obligation of Buyer or Seller under this Agreement, then (i) this Agreement, the Escrow and the rights and obligations of Buyer and Seller shall terminate, except as otherwise provided herein; and (ii) Escrow Holder is hereby instructed to promptly return to Seller and Buyer all funds (including the Deposit and all interest accrued thereon) and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of said termination; and (iii) the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne one-half (½) by Seller and one-half (½) by Buyer and all other charges shall be borne by the party incurring same.

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VII

CLOSING, ESCROW AND TITLE

     7.     Close of Escrow.

          7.1 Close of Escrow. The Close of Escrow shall occur through Escrow on the Closing Date. TIME IS OF THE ESSENCE for the Close of Escrow to occur on or prior to the Closing Date.

          7.2 Seller’s Deliveries to Escrow Holder. At least one (1) business day prior to the Closing Date, Seller shall deliver to Escrow Holder the following, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under the terms of this Agreement:

               7.2.1 A grant deed (“Deed”), duly executed by Seller and acknowledged in the form of, and upon the terms contained in, Exhibit “B” attached hereto;

               7.2.2 An Assignment of Leases and Tenant Deposits (“Tenant Lease Assignment”) duly executed by Seller in the form of, and upon the terms contained in, Exhibit “C” attached hereto;

               7.2.3 An assignment (“General Assignment”), duly executed by Seller in the form of, and upon the terms contained in, Exhibit “D” attached hereto;

               7.2.4 A bill of sale (“Bill of Sale”), duly executed by Seller, in the form of, and upon the terms contained in Exhibit “E” attached hereto;

               7.2.5 A transferor’s certification of non-foreign status (“FIRPTA Certificate”) duly executed by Seller in the form of, and upon the terms contained in, Exhibit “E” attached hereto (or such other form as may be required under Internal Revenue Code § 1445), provided if Seller is unable to deliver such statement, Seller shall authorize Escrow Holder to withhold and remit to the Internal Revenue Service all appropriate amounts as required by law, and such other certifications, statements, affidavits or other documents as may be required under California Revenue and Tax Code § 18662 (or any successor statute);

               7.2.6 A letter to each of the tenants (“Tenant Notification Letter”), duly executed by Seller and dated as of the Closing Date, in the form of, and upon the terms contained in, Exhibit “F” attached hereto;

               7.2.7 Written notices executed by Seller to third parties to any Service Contracts approved by Buyer, changing the address for service of notice and delivery of statements and bills;

               7.2.8 Such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or

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certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company;

               7.2.9 Any owner’s statements, lien affidavits or mechanic’s lien indemnifications as may be reasonably requested by the Title Company to issue the Title Policy;

               7.2.10 A Form 593 W duly completed and executed by Seller, stating that Seller is not an out-of-state resident, provided if Seller is unable to deliver such statement, Seller shall authorize Escrow Holder to withhold all appropriate amounts as required by law; and

               7.2.11 A re-certification of Seller’s representations and warranties pursuant to Section 11 below.

               7.2.12 [PHASE I ONLY PURCHASE- The recorded or recordable Lot Line Adjustment or, if applicable, Field Easement, and the Parking Easement, duly executed by Seller.

          7.3 Buyer’s Deliveries to Escrow Holder. At least one (1) business day prior to the Closing Date, Buyer shall deliver to Escrow Holder the following , the delivery of each of which shall be a condition to the performance by Seller of its obligations under the terms of this Agreement:

               7.3.1 The balance of the Purchase Price in accordance with Section 3;

               7.3.2 The Tenant Lease Assignment duly executed by Buyer;

               7.3.3 The General Assignment duly executed by Buyer;

               7.3.4 The amount due to Seller, if any, after the prorations are computed in accordance with Section 9; and

               7.3.5 Such proof of Buyer’s authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title Company.

               7.3.6 [PHASE I ONLY PURCHASE- The Field Easement, if applicable, and the Parking Easement each duly executed by Buyer.

          7.4 Deliveries to Buyer Upon and Following Close of Escrow. Seller shall deliver possession of the Property to Buyer upon the Close of Escrow, together with keys to all entrance doors to the Improvements and keys to all Personal Property located on the Property, which Seller has possession or control over, which keys shall be properly tagged for identification. Further, to the extent the same have not been previously delivered to Buyer, Seller hereby covenants and agrees to deliver to Buyer, immediately following the Close of Escrow, originals, to the extent Seller has possession and control of such originals, and otherwise

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copies, of the (i) Tenant Leases; (ii) Service Contracts; (iii) Records and Plans; and (iv) Licenses and Permits.

VIII

COSTS AND EXPENSES

     8.     Costs and Expenses. If all conditions set forth in Sections 4, 5 and 7 hereof have been satisfied or appropriately waived as provided for herein, the transaction contemplated by this Agreement shall be closed and consummated, and upon the Close of Escrow: (i) Seller shall pay (A) the portion of the premium for the Title Policy attributable to CLTA coverage, (B) all documentary transfer taxes, (C) one-half (1/2) of all escrow fees and costs, and (D) Seller’s share of prorations, (ii) Buyer shall pay (A) the portion of the premium for the Title Policy attributable to ALTA Coverage and the cost of any endorsements, (B) any document recording charges, (C) one-half (1/2) of all escrow fees and costs, (D) Buyer’s share of prorations; (E) any sales tax applicable to any transferred personal property, and (F) the cost of obtaining or updating an ALTA survey and (iii) Buyer and Seller shall each pay all legal and professional fees and fees of other consultants incurred by them, respectively. All other costs and expenses shall be allocated between Buyer and Seller in accordance with the customary practice in the County.

IX

PRORATIONS

     9.     Prorations. Rentals, revenues, and other income, if any, from the Property, and real property taxes and operating expenses, if any, affecting the Property shall be prorated on -an accrual basis as of 11:59 p.m. on the day preceding the Close of Escrow in accordance with the following provisions. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Close of Escrow occurs.

          9.1 Rentals. As used herein, “Rentals” includes fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by Tenants under the any Tenant Leases. Delinquent Rentals shall be prorated between Buyer and Seller as of the Close of Escrow but not until they are actually collected by Buyer. Buyer shall have the right, but not the obligation, to collect any delinquent Rentals; provided, however, Buyer agrees to send invoices to Tenants for delinquent Rentals for a period of six(6) months following the Close of Escrow. From and after the Close of Escrow, Seller shall have the right to institute or continue any legal action to collect delinquent Rentals under any Tenant Lease, provided that Seller shall not be permitted to commence or continue any action to terminate the applicable Tenant Lease or the Tenant’s right to possession of a portion of the Property pursuant to any Tenant Lease. Buyer shall not be obligated to remit to Seller any Rentals received from Tenants after the Close of Escrow unless such Tenants are current in their Rental obligations for periods occurring from and after the Close of Escrow. Delinquent Rentals collected by Buyer, net of the costs of collection (including actual out-of-pocket attorneys’ fees), shall be applied first to amounts currently due and then to amounts most recently overdue. Buyer shall remit any amounts to which Seller is

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entitled in accordance with this Section 9.1 to Seller immediately upon receipt. Except as specified above, if either Buyer or Seller receives any revenues attributable to the period during which it is not the owner of the Property, said party shall promptly forward such amounts to the other party (if such revenues are only partially attributable to the period during which said party is not the owner of the Property, the amount paid to the other party shall be based upon proration as of the Close of Escrow as set forth above). Notwithstanding the foregoing, Seller shall be entitled to an increase in the Purchase Price to the extent any rents or other amounts due as of the Close of Escrow, and attributable to periods prior to the Close of Escrow, under the Lease between Seller and Buyer remain unpaid.

          9.2 Property Taxes. All non-delinquent real property taxes on the Property shall be prorated on an accrual basis based on the actual current tax bill, but if such tax bill has not yet been received by Seller by the Close of Escrow then the current year’s taxes shall be deemed to be one hundred two percent (102%) of the amount of the previous year’s tax bill, so that Seller pays all amounts that relate to the period prior to the Close of Escrow, regardless of when such sums are billed, due or payable, and Buyer pays all amounts relating to the period after the Close of Escrow. All delinquent taxes and all assessments (including any assessments collected with the general real property taxes which may be paid off), if any, on the Property shall be paid at the Close of Escrow from funds accruing to Seller. All supplemental taxes billed after the Close of Escrow for periods prior to the Close of Escrow shall be paid promptly by Seller.

          9.3 Utilities. Except to the extent payable by Tenants directly to service providers pursuant to the terms of their respective Tenant Leases, all utility service charges for electricity, heat and air conditioning service, other utilities, elevator maintenance, common area maintenance, taxes (other than real estate taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business of the management and operation of the Project. Seller shall pay all such expenses that accrue prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain billings and meter readings as of the Close of Escrow to aid in such prorations.

          9.4 Leasing Commissions and Monetary Concessions. [THE FOLLOWING PROVISION APPLICABLE TO A RIGHT OF FIRST OFFER PURCHASE: Seller shall pay and perform all leasing commissions and other monetary and other concessions, including improvement allowances and improvement work which relate to any Tenant Leases, including any renewals, extensions or expansions related thereto, which are effective or completed before Contingency Date, and Buyer shall pay all leasing commissions and other monetary and other concessions, including improvement allowances and improvement work, which relate to any Tenant Leases, including any renewals, extensions or expansions related thereto, which are effective or remain to be completed, as applicable, from and after the Contingency Date, and, if applicable, approved by Buyer pursuant to Section 13.11 below.] [THE FOLLOWING PROVISION APPLICABLE TO A PURCHASE OPTION PURCHASE: Seller shall pay and perform all leasing commissions and other monetary and other concessions, including improvement allowances and improvement work which relate to any Tenant Leases, including any renewals, extensions or expansions related thereto, which are effective or completed before the Effective Date, and Buyer shall pay all leasing commissions and other monetary and other

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concessions, including improvement allowances and improvement work, which relate to any tenant leases, including any renewals, extensions or expansions related thereto, which are effective or remain to be completed, as applicable, from and after the Effective Date, and, if applicable, approved by Buyer pursuant to Section 13.11.]

          9.5 Tenant Deposits. Buyer shall be credited with an amount equal to all Tenant Deposits, prepaid rentals, cleaning fees and other deposits which have not been previously applied by Seller in accordance with any Tenant Lease, plus any interest accrued thereon, paid by Tenants to Seller or any other person relative to the Project (and any interest accrued thereon for the benefit of a Tenant) owed to any Tenants pursuant to the terms of their Tenant Leases.

          9.6 Service Contracts. Amounts payable under Service Contracts which cannot be cancelled by their terms as provided in Section 13.6, below shall be prorated on an accrual basis as of the Close of Escrow, and Seller shall pay all charges related to terminating all Service Contracts which are required to be terminated pursuant to Section 13.6 below.

     Except as set forth above, all prorations shall be made in accordance with customary practice in the County. Five (5) business prior to the Closing Date, Seller shall prepare and deliver to Buyer, for Buyer’s reasonable approval, Seller’s proposed schedule of prorations. If and to the extent known and agreed upon as of the Close of Escrow, prorations shall be paid by Buyer to Seller (if the prorations result in a net credit to the Seller) or by Seller to Buyer (if the prorations result in a net credit to the Buyer) by increasing or reducing the cash to be paid by Buyer at the Close of Escrow. Any such prorations not determined or not agreed upon as of the Close of Escrow shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as practicable following the Close of Escrow. A copy of the schedule of prorations to the extent agreed upon by Buyer and Seller shall be delivered to Escrow Holder at least one (1) business days prior to the Close of Escrow.

X

DISBURSEMENTS AND OTHER ACTIONS BY ESCROW HOLDER

     10.     Disbursements and Other Actions by Escrow Holder. Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following (A) deliver to the “County Recorder” and cause the Deed (with documentary transfer tax information to be affixed after recording) and any other documents which the parties hereto may mutually direct to be recorded in the Official Records of the County and obtain conformed copies thereof for distribution to Buyer and Seller, (B) direct the Title Company to issue the Title Policy to Buyer, (C) disburse the Purchase Price, after adjustment pursuant to the terms of this Agreement for expenses and prorations, to Seller and deliver the balance of the funds placed in escrow by Buyer, if any, to Buyer, (D) disburse to Buyer a conformed copy of the Deed and executed originals of the Tenant Lease Assignment, the General Assignment, the Bill of Sale, the FIRPTA Certificate, the Form 593, the Tenant Notification Letters and change of address notices duly executed by Seller and any other documents (or copies thereof) deposited into Escrow by Seller pursuant hereto, and (E) disburse to Seller a conformed copy of the Deed and executed originals of the Tenant Lease Assignment, and the General Assignment.

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XI

REPRESENTATIONS AND WARRANTIES

     11.     Seller’s Representations and Warranties. In addition to any express agreements of Seller contained herein, the following constitute representations and warranties of Seller to Buyer which shall be true and correct as of the date hereof and as of the Close of Escrow as if remade in a separate certificate at that time, and which shall specifically survive, and shall not merge into, the Close of Escrow and the recordation of the Deed. “To the best of Seller’s knowledge” shall mean the information within the knowledge, possession or reasonable control of the current head of property management of Seller’s property management entity responsible for the Project, and “to Seller’s actual knowledge” shall mean the actual knowledge of the current head of property management of Seller’s property management entity responsible for the Project, without the duty of investigation or inquiry.

          11.1 Authority. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, Authority or other party is required that has not been obtained. The individuals executing this Agreement and the instruments referenced herein on behalf of Seller and the partners, members, officers or trustees of Seller, if any, have the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the rights of contracting parties generally. Neither the execution and delivery of this Agreement and the documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transaction herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, limited liability agreement or other agreements or instruments to which Seller is a party or by which Seller is bound.

          11.2 Adverse Claims; Insolvency. Seller has not received written notice of, and to the Seller’s actual knowledge, there are no, pending, threatened or contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, in which Seller is, or will be, a party by reason of Seller’s ownership of the Property, which will affect Seller’s ability to consummate the transactions contemplated hereunder or which will adversely affect the Property, except as set forth on Exhibit “G”, if any, hereto. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to Seller’s actual knowledge, threatened, in writing against Seller or, to the best of Seller’s knowledge, any members of Seller, nor are any of such proceedings contemplated by Seller or, to

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the best of Seller’s knowledge, any general partner of Seller, except as set forth on Exhibit “G” hereto.

          11.3 Default Notices and Governmental Regulations. To Seller’s actual knowledge, and except as disclosed on Exhibit H, if any, Seller has received no written notice from any Authority of any violations of Governmental Regulations.

          11.4 Title of Seller. Except as set forth on Exhibit “I” hereto, if any, (i) all of Seller’s right, title and interest in and to any Personal Property or intangible property transferred hereby have been fully paid for and will not be subject to any liens, encumbrances or claims of any kind upon the Close of Escrow, (ii) the transfer and assignment to Buyer of Seller’s right, title and interest in and to the Personal Property, intangible property and operating agreements transferred hereunder, if any, does not require the consent of third parties, and (iii) there do not exist any rights of first refusal or options to purchase the Property which are superior to Buyer’s rights under this Agreement.

          11.5 Service Contracts and Records and Plans. Except as set forth on Exhibit “J” hereto, to the best of Seller’s knowledge, there are no service or maintenance contracts, which will be obligations of the Buyer after the Close of Escrow with respect to the Property, other than the Service Contracts delivered to Buyer by Seller pursuant to this Agreement and which have been approved by Buyer pursuant to the terms of this Agreement. To the best of Seller’s knowledge, the Records and Plans to be delivered to Buyer under the terms of this Agreement are all of such Records and Plans which are within the possession or control of Seller.

          11.6 Tenant Leases. Exhibit “K” attached hereto, is a complete list of all of the Tenant Leases affecting the Property. To the best of Seller’s knowledge, (i) other than the Tenant Leases, there are no written leases, subleases, occupancies or tenancy agreements, to which Seller is a party, in effect pertaining to the Property, and Seller has no actual knowledge of any oral agreements between Seller and anyone, including Tenants, with respect to the occupancy of the Project; (ii) no Tenant Lease has been modified, amended or altered in writing or otherwise, and no concessions, abatements or adjustments have been granted to any Tenant, except as set forth in the Tenant Leases; (iii) true and complete copies of all Tenant Leases have been provided to Buyer; (iii) Seller has not given to any Tenant or received from any Tenant, any notice of any default under any Tenant Lease which default remains uncured; (iv) no guarantors of any of the Tenant Leases have been released by Seller from any obligation related to the Tenant Leases; (v) neither Seller’s interest in the Tenant Lease nor any of the rentals due or to become due under the Tenant Leases will be, assigned, encumbered or subject to any liens at the Close of Escrow, and (vi) except as set forth on Exhibit “K”, no leasing or brokerage fees or commissions of any nature whatsoever shall be or become due or owing after the Close of Escrow with respect to the Tenant Leases.

          11.7 Third Party Rights. Seller has not entered into any other contracts for the sale of the Property which are currently in effect, nor do there exist any rights of first refusal or options to purchase the Property, other than Buyer’s rights under that certain Agreement re Right of First Offer to Purchase and Option to Purchase, dated July 30, 2003 (the “Option Agreement”), by and between Seller as Optionor thereunder and Buyer as Optionee thereunder.

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          11.8 Hazardous Materials. To the best of Seller’s knowledge, Seller has not received any written notice of any violation of any laws relating to Hazardous Materials with respect to the Property.

XII

BUYER’S REPRESENTATIONS AND WARRANTIES

     12.     Buyer’s Representations and Warranties. In addition to any express agreements of Buyer contained herein, which shall be true and correct as of the date hereof and the Close of Escrow as if remade in a separate certificate at that time, Buyer hereby represents and warrants to Seller as follows: Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. All requisite action (corporate, trust, partnership or otherwise) has been taken by Buyer in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, Authority or other party is required. The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the rights of contracting parties generally.

          12.1 SALE “AS IS”. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN PARAGRAPH 11, -, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF ITS RESPECTIVE AGENTS. EXCEPT WITH RESPECT TO THE COVENANTS, REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN PARAGRAPH 11 AND 13, BUYER IS RELYING SOLELY UPON BUYER’S OWN, INDEPENDENT INSPECTION, INVESTIGATION AND ANALYSIS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE IN SO ACQUIRING THE PROPERTY FROM SELLER, INCLUDING, WITHOUT LIMITATION, AN ANALYSIS OF ANY AND ALL MATTERS CONCERNING THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR BUYER’S INTENDED PURPOSES, AND A REVIEW OF ALL APPLICABLE LAWS, ORDINANCES, RULES AND GOVERNMENTAL REGULATIONS (INCLUDING, BUT NOT LIMITED TO, THOSE RELATIVE TO BUILDING, ZONING AND LAND USE) AFFECTING THE DEVELOPMENT, USE, OCCUPANCY OR ENJOYMENT OF THE PROPERTY. UPON CLOSING, EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS AGREEMENT, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON

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CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS, EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS AGREEMENT. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS AGREEMENT, SELLER SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO (A) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (B) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (C) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE), (D) TAX CONSEQUENCES, (E) THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF, (F) THE CONTENT OR ACCURACY OF ANY INFORMATION RELEASED TO BUYER BY AN ENGINEER OR PLANNER IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY, OR (G) THE CONTENT OR ACCURACY OF THE DOCUMENTS AND MATERIALS AND ANY OTHER INFORMATION GIVEN TO BUYER BY SELLER WITH RESPECT TO THE PROPERTY, AND BUYER HEREBY RELEASES SELLER FROM ANY LIABILITY ARISING OUT OF ANY CLAIM RELATED TO ANY OF THE FOREGOING MATTERS SET FORTH IN THIS SECTION 12.1. THE TERMS AND CONDITIONS OF THIS PARAGRAPH 12.1 SHALL EXPRESSLY SURVIVE THE CLOSE OF ESCROW AND SHALL NOT BE MERGED WITH THE DEED. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THIS DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

     BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A general release does not extend to claims which the creditor

does not know or suspect to exist in his favor at the time of

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executing the release, which if known by him must have

materially affected his settlement with the debtor.”

BUYER EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS OR BENEFITS IT MAY HAVE UNDER, OR WHICH MAY BE CONFERRED UPON IT BY, THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE TO THE FULLEST EXTENT THAT IT MAY LAWFULLY WAIVE SUCH RIGHTS OR BENEFITS PERTAINING TO THE SUBJECT MATTER OF THIS RELEASE.

BUYER’S INITIALS:

XIII

OPERATIONS DURING ESCROW

     13.     Seller’s Covenants Regarding Operation of the Property Through the Close of Escrow. From and after the Effective Date, through and including the Close of Escrow, Seller, at its sole cost and expense, covenants and agrees to:

          13.1 Keep all existing insurance policies affecting the Property in full force and effect;

          13.2 Use commercially reasonable efforts to keep in full force and effect and/or renew all Licenses and Permits affecting the Property, to the extent not the obligation of any other party, including any Tenants under the Tenant Leases, including Buyer;

          13.3 Provide all services and continue to operate, manage and maintain the Property (including mechanical equipment of every kind used in the operation thereof) in such condition so that the Property shall be in substantially the same condition on the Close of Escrow as on the Effective Date, reasonable wear and tear excepted;

          13.4 Comply with all Governmental Regulations;

          13.5 Deliver to Buyer copies of any Operating Statements prepared after the Effective Date;

          13.6 Not extend, renew, modify or replace any of the Service Contracts without the prior written consent of Buyer, which consent may be withheld by Buyer in its sole discretion [IF RIGHT OF FIRST OFFER PURCHASE: reasonable discretion prior to the expiration of the Contingency Period, and sole discretion thereafter] and Seller shall cancel all Service Contracts which are required to be cancelled by Buyer pursuant to this Agreement as of the Close of Escrow;

          13.7 Not, without the prior written consent of Buyer, convey any interest in any Licenses and Plans, Permits and Records, affecting the Property, and Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date;

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          13.8 Not make any alterations to the Property, except (a) to the extent required under existing Tenant Leases, or (b) if necessary to complete any alterations commenced prior to the Effective Date; or (c) if necessary to maintain the Property in the condition required under this Agreement or remove any Personal Property therefrom;

          13.9 Pay for all capital and other improvements (including labor and materials) which are performed or contracted for by Seller at or prior to Effective Date. Any improvements if commenced after the Effective Date must be approved by Buyer in its sole discretion provided, however, such approval shall be deemed given if not denied by Buyer within five (5) business days after Seller’s written request therefor;

          13.10 Keep Buyer timely advised of any repair or improvement required to keep the Project in such condition as aforesaid and which costs in excess of Ten Thousand Dollars ($10,000.00), which improvements must be approved by Buyer in its reasonable discretion, except (a) to the extent required under existing tenant leases, or (b) if commenced prior to the opening of escrow provided, however, such approval shall be deemed given if not denied by Buyer within five (5) business days of Seller’s request therefor;

          13.11 Not modify, extend, terminate or otherwise change any of the terms, covenants or conditions of the Tenant Leases or enter into new leases or any other obligations or agreements affecting the Project without the prior written consent of Buyer, [THIS PROVISION APPLICABLE TO A PURCHASE OPTION PURCHASE: which consent may be withheld in Buyer’s sole discretion,] [THIS PROVISION APPLICABLE TO A RIGHT OF FIRST OFFER PURCHASE: which consent may (A) not be unreasonably withheld by Buyer prior to the expiration of the Contingency Period, and (B) may be withheld in Buyer’s sole discretion following the expiration of the Contingency Period.] Without the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall not terminate any of the Tenant Leases, unless the Tenant thereunder shall have defaulted in the payment of rent. In the event Buyer has not responded to Seller’s written request for consent within five (5) business days after Seller’s delivery to Buyer of all pertinent information concerning such Tenant Lease, obligation or agreement, Buyer shall be deemed to have consented thereto;

          13.12 Not accept from any of the Tenants payment of rent more than one month in advance (Seller shall be permitted to apply any Tenant Deposit to rent or any other sum due from, or on account of any default by, any Tenant subject to and in accordance with the terms of the applicable Tenant Lease); and

          13.13 Seller shall pay in full, prior to the Close of Escrow, all bills and invoices for labor, goods, materials and services of any kind relating to the Property and utility charges, relating to the period prior to the Close of Escrow, provided the payment of such items is not the responsibility of any Tenants (including Buyer) under the Tenant Leases. Any alterations, installations, decorations and other work required to be performed by Landlord prior to the Close of Escrow under the Tenant Leases will be completed and paid for in full by the Close of Escrow or Buyer shall receive a credit against the Purchase Price for the reasonable estimate of any cost to complete such work.

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          13.14 Promptly notify Buyer of any change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller under this Agreement untrue or misleading, or any covenant of Buyer under this Agreement incapable or less likely of being performed, it being understood that the Seller’s obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement.

XIV

CONDEMNATION, DAMAGE AND DESTRUCTION

     14.     Condemnation, Damage and Destruction.

          14.1 Condemnation. If, prior to the Close of Escrow, any material portion of the Real Property or any of the rentable square footage of the Improvements is taken, by eminent domain or otherwise (or is the subject of a pending, threatened or contemplated taking which has not been consummated), or if the access thereto or available parking area therefor is reduced or restricted so that Buyer’s use and enjoyment of the Project is materially and adversely affected, Seller shall immediately notify Buyer, in writing, of such fact. In such event, Buyer shall have the option, in its sole discretion, to terminate this Agreement upon written notice to Seller given not later than ten (10) business days after receipt of Seller’s notice. If this Agreement is so terminated, the provisions of Section 6 shall govern. If Buyer does not exercise this option to terminate this Agreement, neither party shall have the right to terminate this Agreement, and Seller shall have no obligation under this Agreement to rebuild or restore the Property in any manner, but the Seller shall assign and turn over, and the Buyer shall be entitled to receive and keep, all awards for the taking by eminent domain which accrue to Seller for periods after the Close of Escrow, and the parties shall proceed to consummate the transaction contemplated by this Agreement pursuant to the terms hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price. Unless and until this Agreement is terminated, Seller shall take no action with respect to any eminent domain proceeding without obtaining Buyer’s prior written consent.

          14.2 Damage or Destruction. Prior to the Close of Escrow, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section. If, prior to the Close of Escrow, any part of the Improvements is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer, in writing, of such fact. If such damage or destruction is “material”, Buyer shall have the option to terminate this Agreement upon written notice to the Seller given not later than ten (10) business days after receipt of Seller’s notice. For purposes hereof, “material” shall be deemed to be any insured damage or destruction that shall take more than one hundred eighty (180) days to repair, in Buyer’s good faith judgment. If this Agreement is so terminated, the provisions of Section 6 shall govern. If Buyer does not exercise this option to terminate this Agreement, neither party shall have the right to terminate this Agreement and Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable to it with respect to such destruction (which shall then be repaired or not at Buyer’s option and cost), including any rent loss insurance applicable to periods after the Close of Escrow, plus the

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Purchase Price shall be reduced by an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to consummate the transaction contemplated by this Agreement pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price (except as specifically set forth hereinabove). If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment of the insurance claim.

XV

RIGHTS AND REMEDIES

     15.     Legal and Equitable Enforcement of this Agreement.

          15.1 Default by Seller. If the Close of Escrow and the consummation of the transactions herein contemplated do not occur by reason of any default by Seller, Buyer shall be entitled to terminate this Agreement and the return of the Deposit (including all interest accrued thereon) and to pursue any other remedy available to it at law or in equity, including the specific performance of this Agreement, provided, however, as a condition precedent to Buyer’s right under this Section 14.1 to obtain specific performance by Seller and to commence an action therefor and to record a notice of lis pendens or other notice or filing in the county records, Buyer shall have performed, or be in a position, ready, willing and able, to the extent required by law, to fully perform, all of its obligations under this Agreement, including, without limitation, delivery to Escrow Holder of the balance of the Purchase Price (as adjusted) pursuant to Section 8 hereof. In no event may Buyer seek, and Buyer hereby waives and releases Seller from any claim for, any consequential damages if either the transfer of the Property does not occur or if the transfer of the Property does occur pursuant to an action for specific performance.

          15.2 DEFAULT BY BUYER. IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS HEREIN PROVIDED BY REASON OF A MATERIAL UNCURED DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT AND ALL INTEREST THEREON. SUBJECT TO THE FINAL TWO SENTENCES OF THIS SECTION 15.2, SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. BUYER AND

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SELLER HEREBY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND/OR ESCROW HOLDER. FURTHERMORE, THE OPTION AGREEMENT SHALL IMMEDIATELY TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT EXCEPT WITH RESPECT TO THE OBLIGATION OF BUYER TO EXECUTE A QUITCLAIM DEED AS SET FORTH THEREIN. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 15.2 SHALL NOT LIMIT BUYER’S OBLIGATIONS UNDER SECTION 16.2 BELOW OR SELLER’S RIGHTS UNDER SECTION 16.8 BELOW.

BUYER’S INITIALS SELLER’S INITIALS

XVI

MISCELLANEOUS

     16.     Miscellaneous.

          16.1 Notices. Unless otherwise expressly provided herein, all notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered (including by means of professional messenger service) or by nationally recognized overnight courier service, messenger service, or registered or certified mail, postage prepaid, return receipt requested. All written communications in accordance with the foregoing shall be deemed given (i) three (3) days after the date it is posted if sent by mail, or (ii) the date the personal or overnight courier delivery is made, or refused by the addressee, at the address set forth below the signature of the appropriate party, if delivered by 5:00 p.m. Los Angeles time on a business day, or the next business day if delivered after 5:00 p.m. of a business day or on a non-business day. Notices of change of address shall be given by written notice as described in this Section.

          16.2 Broker. Upon the Close of Escrow, Seller shall pay from funds accruing to Seller through Escrow, any brokerage commission and fees owed to the Broker(s) in connection with the transactions contemplated by this Agreement. Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that no other broker or finder has been engaged by it, respectively, in connection with any of the transactions contemplated by this Agreement, or to its knowledge is in any way connected with any of such transactions. If any such claims for additional brokers’ or finders’ fees or commissions in connection with the negotiation, execution or consummation of this Agreement, then Buyer shall indemnify, save harmless and defend Seller from and against such claims if they shall be based upon any statement, representation or agreement made by Buyer, and Seller shall indemnify, save harmless and defend Buyer if such claims shall be based upon any statement, representation or agreement made by Seller.

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          16.3 Assignment. Buyer may not assign this Agreement, nor may any direct or indirect interests in Buyer be transferred or assigned, at any time, except to an “Affiliate” of Buyer. For purposes herein, an “Affiliate” shall mean any of the following: (a) (an entity which is controlled by, controls or is under common control with Buyer or an Affiliate of Buyer; (b) an entity which merges with or acquires or is acquired by, Buyer or a parent or a subsidiary of Buyer’s parent or Affiliate; (c) a transferee to a purchaser of all or substantially all of the assets of Buyer or an entity which is controlled by, controls or is under common control of Buyer; or (d) a transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Buyer or an entity which is controlled by, controls or is under common control of Buyer. For purposes of this Agreement, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

          16.4 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

          16.5 Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

          16.6 Survival. The covenants, agreements, representations and warranties made herein shall survive the Close of Escrow for and shall not merge into the Deed upon the recordation thereof in the Official Records.

          16.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

          16.8 Professional Fees. If either party files any action or brings any proceeding against the other arising out of this Agreement, whether or not such action or proceeding is prosecuted to judgment (“Action”), then (1) the unsuccessful party therein shall pay all costs incurred by the prevailing party therein, including reasonable attorneys’ fees and costs, court costs and reimbursements for any other expenses incurred in connection therewith, and (2) as a separate right, severable from any other rights set forth in this Agreement, the prevailing party therein the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing any judgment against the unsuccessful party therein, which right to recover post-judgment attorneys’ fees and costs shall be included in any such judgment. The right to recover post-judgment attorneys’ fees and costs shall (i) not be deemed waived if not included in any judgment, (ii) survive the final judgment in any Action, and (iii) not be deemed merged into such judgment. The rights and obligations of the parties under this Section 16.8 shall survive the termination of this Agreement.

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          16.9 Entire Agreement. This Agreement (including all Exhibits attached hereto) and the Option Agreement and Profit Participation Agreement entered into between buyer and Seller are the final expression of, and contain the entire agreement between, the parties with respect to the subject matter hereof and supersede all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto.

          16.10 Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform.

          16.11 Construction. Headings at the beginning of each Section and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Sections and subparagraphs are to this Agreement. All exhibits referred to in this Agreement and the Glossary of Terms are attached and incorporated by this reference. If the date on which Buyer or Seller is required to take any action under the terms of this Agreement occurs on a Saturday, Sunday or Federal or State holiday, then, the action shall be taken on the next succeeding business day.

          16.12 Governing Law. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

          16.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, together, shall constitute one and the same instrument.

          16.14 No Joint Venture. This Agreement shall not create a partnership or joint venture relationship between Buyer and Seller.

          16.15 Confidentiality. Neither Seller nor Buyer, nor any of their agents, brokers, or employees shall make any public announcement (including, without limitation, any press release) or disclosure of any information related to this Agreement to outside brokers or third parties, of any information concerning the transaction contemplated hereby, before or after the Close of Escrow, without the prior written consent of the other. This Section 16.15 shall survive the closing or any termination or expiration of this Agreement.

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          16.16 Required Actions of Buyer and Seller. Buyer and Seller agree to execute all such instruments and documents and to take all actions pursuant to the provisions hereof in order to consummate the purchase and sale herein contemplated and shall use their commercially reasonable best efforts to consummate the transaction contemplated by this Agreement in accordance with the provisions hereof.

          16.17 Indemnification. Seller agrees to indemnify, protect, defend and hold harmless Buyer and its respective nominees, successors, assigns, parent company (if any), officers, directors, partners, agents, employees and beneficiaries from any and all third-party liabilities, claims, causes of action, penalties, demands and expenses, of any kind or nature whatsoever (including attorney’s fees and costs) arising out of, resulting from, or relating to, any breach by Seller of the representations and warranties as set forth in Section 11 of this Agreement, provided such representations and warranties and Seller’s obligations hereunder shall only survive the Closing by one (1) year following the Close of Escrow, any claim with respect thereto must be brought within one (1) year following the Close of Escrow, and Seller’s liability hereunder shall not exceed Two Million and No/100 Dollars ($2,000,000.00).

               16.17.1 Buyer hereby agrees to indemnify Seller against, and to hold Seller harmless from, all losses, damages, costs and expenses, including without limitation, legal fees and disbursements, incurred by Seller relating to the Property which arise or result from acts, occurrences or matters that take place after the Close of Escrow; provided, however, nothing contained herein shall obligate Buyer with respect to, or negate or modify any liability of Seller for a breach of Seller’s representations, warranties and covenants in this Agreement.

          16.18 WAIVER OF JURY TRIAL. SELLER AND BUYER, TO THE EXTENT THEY MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, SELLER AND BUYER HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year hereinabove written.

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“BUYER”	“SELLER”
ELECTRONIC ARTS INC.	PLAYA VISTA – WATER’S EDGE, LLC,
a Delaware Corporation	a Delaware limited liability company

By:	By:	CA-Playa Vista Water’s Edge Limited Partnership,
		a Delaware limited partnership,
		its Co-Manager
Its:

By:	By:	EOM GP, L.L.C.,
		a Delaware limited liability company,
		its general partner
Its:

By:	Equity Office Management, L.L.C., a Delaware limited liability company, its non-member manager
	By:
	Name:
	Its:

By: Maguire Partners – PV Investor Partnership, L.P.,
a California limited partnership,
its Co-Manager

By: Maguire Partners – PV IP GP, LLC,
a California limited liability company,
its general partner

By:	Maguire Partners SCS, Inc., a California corporation, its Manager
	By:
	Name:
	Title:

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Address for notices:	Address for notices:
At Buyer’s address at the Property Attention: Head of Facilities and                      COO EALA	Playa Vista – Water’s Edge, LLC c/o Equity Office Properties                550 South Hope Street, Suite 2200 Los Angeles, California 90071 Attention: Regional Vice President Facsimile No.:                                     and c/o Maguire Partners 555 West Fifth Street, Suite 500 Los Angeles, California 90013 Attention: Partner – Leasing Facsimile No.:
With copies to:	With copies to:
Electronic Arts 209 Redwood Shores Parkway Redwood City, California 94065 Attention: General Counsel	Equity Office 2 North Riverside Plaza Suite 2100 Chicago, Illinois 60606 Attention: Chief Legal Counsel
And	And:
209 Redwood Shores Parkway Redwood City, California 94065 Attention: Senior Director of Facilities and                   Corporate Services	Allen, Matkins, Leck, Gamble & Mallory 1901 Avenue of the Stars Suite 1800 Los Angeles, California 90067 Attention: Anton N. Natsis, Esq. Facsimile No.: (310) 788-2410

- -31- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT A

LEGAL DESCRIPTION

[TO BE PROVIDED]

EXHIBIT A
- -1- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT B

RECORDING REQUESTED BY

WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO

NAME

ADDRESS

CITY
STATE & ZIP

GRANT DEED

TITLE ORDER NO. ESCROW NO. APN NO.

THE UNDERSIGNED GRANTOR(s) DECLARE(s)
	DOCUMENTARY TRANSFER TAX is not shown pursuant to Section 11932 of the Revenue and Taxation Code.

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

, a

hereby GRANT(s) to

, a

the following described real property in the County of             Los Angeles,        State of California:

See Exhibit A attached hereto and incorporated herein by this reference.

Dated:	, 20			,
		a
		By:
			Its:

EXHIBIT B
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

ACKNOWLEDGMENT

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF ___________________	)

           On            before me,          , personally appeared           , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

NOTARY PUBLIC             

State of California              

EXHIBIT B
- -2- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT A TO EXHIBIT B

LEGAL DESCRIPTION

[TO BE PROVIDED]

EXHIBIT A TO
EXHIBIT B - -1-	ELECTRONIC ARTS INC. [Purchase Agreement]

EXHIBIT C

TENANT LEASE ASSIGNMENT

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Attn:

MAIL TAX STATEMENTS TO:

Same as Above

(Above Space for Recorder’s Use Only)

TENANT LEASE ASSIGNMENT

     THIS TENANT LEASE ASSIGNMENT (“Assignment”) is made this      day of                          , 20     , by and between                                       (“Assignor”) and                                  (“Assignee”).

WITNESSETH:

     Under that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated         , 20        , (“Agreement”), Assignor is obligated to assign to Assignee any and all of Assignor’s right, title and interest in and to all leases, licenses, tenancy agreements or occupancy agreements relative to the real property (“Real Property”) described in Exhibit “A” attached hereto, together with all rents, issues and profits thereunder (collectively, “Tenant Leases”) and all security deposits, plus any interest accrued thereon, paid by tenants of the Property to Assignor or any other person (“Tenant Deposits”), which Tenant Leases and Tenant Deposits are set forth on Exhibit “B” attached hereto. The term “Tenant Leases” specifically excludes the “Lease” (as defined in the Agreement) between Assignee and Assignor.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title and interest in and to the Tenant Leases and the Tenant Deposits and Assignee hereby accepts such assignment.

     Assignor hereby covenants that Assignor will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, Assignee’s successors, nominees or assigns, such reasonable documents as Assignee may reasonably request in order to fully assign and transfer to and vest in Assignee or Assignee’s successors, nominees and assigns the rights assigned hereunder.

EXHIBIT C	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

     Assignee hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor as landlord under the Tenant Leases accruing or arising on or after the date of recordation of this Assignment.

     Assignor hereby agrees to indemnify, defend, protect and hold harmless Assignee, Assignee’s agent and Assignee’s and their successors and assigns from an against any and all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee by reason of any breach by Assignor prior to the date of recordation hereof, of any of Assignor’s obligations under the Tenant Leases (specifically excluding the Lease) or with respect to Tenant Deposits.

     Assignee hereby agrees to indemnify, defend, protect and hold harmless Assignor, Assignor’s agents and Assignor’s and their successors and assigns from an against any and all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor by reason of any breach by Assignee from and after the date of recordation hereof, of any of Assignee’s obligations under the Tenant Leases or with respect to Tenant Deposits.

     In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

     This Assignment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

     This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

     This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

	,
a		a

By: By:

Its:	Its:
“Assignor”		“Assignee”

EXHIBIT C	ELECTRONIC ARTS INC.
-2-	[Purchase Agreement]

EXHIBIT A TO EXHIBIT C

LEGAL DESCRIPTION OF REAL PROPERTY

[TO BE PROVIDED]

EXHIBIT A TO
EXHIBIT C	ELECTRONIC ARTS INC.
- -1-	[Purchase Agreement]

EXHIBIT B TO EXHIBIT C

LIST OF TENANT LEASES AND TENANT DEPOSITS

[TO BE PROVIDED PRIOR TO CLOSING]

EXHIBIT B TO
EXHIBIT C	ELECTRONIC ARTS INC.
- -1-	[Purchase Agreement]

ACKNOWLEDGMENT

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF ___________________	)

               On                        before me,                                , personally appeared                                , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

NOTARY PUBLIC

State of California

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF ___________________	)

     On                                before me,                               , personally appeared                               , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

NOTARY PUBLIC

State of California

EXHIBIT B TO
EXHIBIT C	ELECTRONIC ARTS INC.
- -2-	[Purchase Agreement]

EXHIBIT D

GENERAL ASSIGNMENT

     THIS GENERAL ASSIGNMENT (“Assignment”) is made this           day of           , 20     , by and between                                , a                           (“Assignor”) and                     , a                (“Assignee”)

WITNESSETH:

     Assignor and Assignee entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of      , 20      (“Agreement”) respecting the sale of certain “Property”, including the “Real Property” described in Exhibit “A” and the “Improvements” located thereon (all as defined in the Agreement).

     Under the Agreement, Assignor is obligated to assign to Assignee any and all of its right, title and interest in and to:

     (a)  certain service agreements, construction contracts, architects’ agreements, brokerage agreements, parking agreements, consultants’ agreements, maintenance contracts, warranties, guarantees, management contracts, bonds and all other contracts and agreements relating to the Real Property and Improvements, together with all supplements, amendments and modifications thereto, relating to the Property (“Service Contracts”);

     (b)  to the extent assignable, all licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements issued, approved or granted by the “Authorities” (as that term is defined in the Agreement) or otherwise in connection with the Property; the use of the name “[PROJECT NAME]” and any other trade names, trademarks, and logos used by Assignor in the operation and identification of the Improvements and/or the Real Property (as that term is defined in the Agreement); any and all development rights and other intangible rights, title and interests, privileges and appurtenances owned by Assignor and in any way related to or used in connection with the Property and its operation; and all licenses, consents, easements, rights of way and approvals from private parties to use utilities and permit vehicular and pedestrian ingress and egress to the Real Property and the Improvements (“Licenses and Permits); and

     (c)  all preliminary, final and proposed building plans and specifications (including “as-built” drawings) respecting the Improvements, and all structural reviews, architectural drawings and engineering, soils, seismic, geologic and architectural reports, studies and certificates and other documents pertaining to the Property which are within the possession of or under the control of Assignor and such additional plans, specifications, reports, studies maintained or prepared after the date of the Agreement (“Records and Plans).

EXHIBIT D	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title and interest in and to the Service Contracts, Licenses and Permits and Records and Plans and Assignee hereby accepts such assignment.

     Assignor hereby covenants that Assignor will, at any time and from time to time, upon written request therefor, execute and deliver to Assignee, Assignee’s successor, nominees and assigns, any reasonable documents which Assignee, Assignee’s successors, nominees and assigns may reasonably request in order to fully assign and transfer to and vest in Assignee, or Assignee’s successors the rights conveyed hereunder.

     Assignee hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor under the Service Contracts, Licenses and Permits, and Records and Plans accruing or arising on or after the date of recordation of the Deed (as defined in the Agreement).

     Assignee hereby agrees to indemnify, defend, protect and hold harmless Assignor, Assignor’s agents and Assignor’s and their successors and assigns from and against any and all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor by reason of any breach by Assignee from and after the date of recordation of the Deed of any of Assignee’s obligations under the Service Contracts, Licenses and Permits or Records and Plans.

     Assignor hereby agrees to indemnify, defend, protect and hold harmless Assignee, Assignee’s agents and Assignee’s and their successors and assigns from and against any and all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee by reason of any breach by Assignor prior to the date of recordation of the Deed of any of Assignor’s obligations under the Service Contracts, Licenses and Permits or Records and Plans.

     In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

     This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

     This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of this State of California.

     This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, together, shall constitute one and the same instrument.

EXHIBIT D	ELECTRONIC ARTS INC.
-2-	[Purchase Agreement]

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

a a

By: By:

Its:		Its:
	“Assignor”		“Assignee”

EXHIBIT D	ELECTRONIC ARTS INC.
-3-	[Purchase Agreement]

EXHIBIT A TO EXHIBIT D

LEGAL DESCRIPTION OF REAL PROPERTY

[TO BE PROVIDED]

EXHIBIT A TO
EXHIBIT D	ELECTRONIC ARTS INC.
- -1-	[Purchase Agreement]

EXHIBIT E

TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS

     Section 1445 of the Internal Revenue Code provides that a transferee (purchaser) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. To inform ELECTRONIC ARTS INC., a Delaware corporation (“Transferee”), that withholding of tax under § 1445 of the Internal Revenue code is not required upon the disposition of a U.S. real property interest by                           (“Transferor”) Transferor hereby certifies:

1.	Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).
2.	Transferor’s Federal Employer Identification Number is                           .
3.	Transferor’s office address is:

   ; and

4. The address or description of the property which is the subject matter of the disposition is                          .

     Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

     Under penalty of perjury, Transferor declares that (a) it has examined this certification, (b) to the best of its knowledge and belief, this certification is true, correct and complete, and (c) the individual executing this certification on behalf of Transferor has full authority to do so.

a

By:

Name:

Title:

Dated:

EXHIBIT E	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

EXHIBIT F

TENANT NOTIFICATION LETTER

, 2003

To:All Tenants

Re: Your lease (the “Lease”) at that certain property located at the above addresses and commonly known as                                     (the “Property”)

Ladies and Gentlemen:

     You are hereby notified that                                ,                                (the “Seller”), has sold the Property to                                , a                                (“Buyer”), as of the date of this Tenant Notice Letter set forth above (the “Closing Date”), and in connection with such sale the Seller has assigned and transferred its interest in the Lease, and delivered any and all security deposits thereunder or relating thereto to Buyer, and Buyer has assumed the performance of all of the Seller’s obligations accruing or arising under the Lease from and after the Closing Date. Accordingly, (i) all of your obligations under the Lease from and after the Closing Date (including your obligations to pay rent and fulfill your insurance requirements) shall be performable to and for the benefit of Buyer, its successors and assigns and (ii) all of the obligations of the “landlord” under the Lease (including any obligations to repay or account for any security deposits thereunder) from and after the Closing Date shall be the binding obligations of Buyer and its successors and assigns.

EXHIBIT F	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

     The address of Buyer for all purposes under the Lease (including the payments of rentals, the recoupment of and security deposits and the giving of any notices provided for in the Lease) is:

Attention
	Very truly yours,

By:
	[Name]
	[Title]

EXHIBIT F	ELECTRONIC ARTS INC.
-2-	[Purchase Agreement]

EXHIBIT G

ADVERSE CLAIMS; INSOLVENCY

[TO BE COMPLETED PRIOR TO EXECUTION OF THE APPLICABLE PURCHASE
AGREEMENT]

EXHIBIT G
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT H

NOTICES

[TO BE COMPLETED PRIOR TO EXECUTION OF THE APPLICABLE PURCHASE
AGREEMENT]

EXHIBIT H	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

EXHIBIT I

EXCEPTIONS TO TITLE OF SELLER

[TO BE COMPLETED PRIOR TO EXECUTION OF THE APPLICABLE PURCHASE
AGREEMENT]

EXHIBIT I	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

EXHIBIT J

SERVICE CONTRACTS

[TO BE COMPLETED PRIOR TO EXECUTION OF THE APPLICABLE PURCHASE
AGREEMENT]

EXHIBIT J	ELECTRONIC ARTS INC.
-1-	[Purchase Agreement]

EXHIBIT K

TENANT LEASES

[TO BE COMPLETED PRIOR TO EXECUTION OF THE APPLICABLE PURCHASE
AGREEMENT]

EXHIBIT K
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT L

BILL OF SALE

     THIS BILL OF SALE (“Bill of Sale”) is made this            day of                     , 20     , by                               , a                           (“Seller”), in favor of                     , a                      (“Buyer”).

WITNESSETH:

     Seller and Buyer entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of                     , 20      (“Agreement”) respecting the sale of certain “Property,” as that term is defined in the Agreement.

     Under the terms of the Agreement, Seller is obligated to transfer to Buyer any and all of its right, title and interest in and to all equipment, appliances, tools, machinery, supplies, building materials and other personal property of every kind and character owned by Seller and attached to, appurtenant to, located in or used in connection with the operation of the improvements (“Improvements”) commonly known as                [PROJECT NAME]                and located on the real property, described in Exhibit “A” attached hereto, including, without limitation, (A) all preliminary, final and proposed building plans and specifications (including “as-built” drawings) respecting the Improvements, (B) all structural reviews, architectural drawings and engineering, soils, seismic, geologic and architectural reports, studies and certificates and other documents pertaining to the Property which are within the possession or the control of Seller, and (C) those items described on the “Personal Property Schedule,” as that term is defined in the Agreement (collectively, the “Personal Property”).

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, transfer, sell, set over, assign, convey, release, confirm and deliver to Buyer all of the Personal Property.

     Seller hereby covenants that Seller will, at any time and from time to time upon written request therefor, execute and deliver to Buyer, Buyer’s successors, nominees or assigns, such documents as Buyer or they may reasonably request in order to fully assign and transfer to and vest in Buyer or Buyer’s successors, nominees and assigns the rights or property conveyed herein.

     This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Buyer and Seller.

     This Bill of Sale shall be governed by, interpreted under, and constructed and enforceable in accordance with, the laws of the State of California.

EXHIBIT L
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

     IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first set forth hereinabove.

		,
a
By:
Its:
	“Seller”

EXHIBIT L
-2- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT A TO EXHIBIT L

LEGAL DESCRIPTION OF REAL PROPERTY

[TO BE PROVIDED]

EXHIBIT A TO

EXHIBIT L
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT M

DESCRIPTION OF THE FIELD

[TO BE PROVIDED]

EXHIBIT M
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

EXHIBIT N

TENANT ESTOPPEL CERTIFICATE

     The undersigned as Tenant under that certain Lease (the “Lease”) made and entered into as of           , 200      by and between                           as Landlord, and the undersigned as Tenant, for Premises on the            floor(s) of the office building located at                ,                 California                , certifies as follows:

1.        Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and modifications thereto. The documents contained in Exhibit A represent the entire agreement between the parties as to the Premises.

2.        The undersigned currently occupies the Premises described in the Lease, the Term commenced on                          , and the Term expires on                          , and the undersigned has no option to terminate or cancel the Lease or to purchase all or any part of the Premises of the Building and/or the Project.

3.        Fixed Rent became payable on                               .

4.        The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A.

5.        Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows:

6.        All monthly installments of Fixed Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through                     . The current monthly installment of Fixed Rent is $                    .

7.        To Tenant’s knowledge, all conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, the undersigned has not delivered any notice to Landlord regarding a default by Landlord thereunder.

8.        No rental has been paid more than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease.

9.        As of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge claims or any basis for a claim, that the undersigned has against Landlord.

10.        If Tenant is a corporation or partnership, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and

EXHIBIT N
-1- ELECTRONIC ARTS INC.
[Purchase Agreement]

existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

11.        There are no actions pending against the undersigned under the bankruptcy or similar laws of the United States or any state.

12.        Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises.

13.        To the undersigned’s knowledge, all tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full.

                    The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of making such loan or acquiring such property.

Executed at              on the day of             , 200      .

“Tenant”:
	,
a
By:
Its:
By:
Its:

EXHIBIT N
-2- ELECTRONIC ARTS INC.
[Purchase Agreement]

EX-10.31 5 f94137exv10w31.htm EXHIBIT 10.31

EXHIBIT 10.31

EXECUTION ORIGINAL

PROFIT PARTICIPATION AGREEMENT

BETWEEN

PLAYA VISTA – WATER’S EDGE, LLC.,
A DELAWARE LIMITED LIABILITY COMPANY

AND

ELECTRONIC ARTS INC.,

A DELAWARE CORPORATION

ELECTRONIC ARTS INC.
[Profit Participation Agreement]

TABLE OF CONTENTS

		Page
1.	Definitions		1
2.	Payment of Profit Participation Allocation		5
3.	Financial Records and Statements of Playa		8
4.	Sale of Portion of Phase I		9
5.	Default and Remedies		9
6.	Miscellaneous		9

ELECTRONIC ARTS INC.
[Profit Participation Agreement]

(i)

PROFIT PARTICIPATION AGREEMENT

     THIS PROFIT PARTICIPATION AGREEMENT (this “Agreement”) is made as of July 31, 2003 by and between the PLAYA VISTA – WATER’S EDGE, LLC., a Delaware limited liability company, (“Playa”), and ELECTRONIC ARTS INC., a Delaware corporation (“EA”).

R E C I T A L S:

     A.     Playa owns an office project located at the corner of Jefferson and Lincoln Boulevards, in Los Angeles, California, commonly known as Playa Vista-Water’s Edge (the “Playa Project”). The Playa Project will be developed in two phases (hereinafter, “Phase I” and “Phase II”) on certain real property, as more particularly described on Exhibit “A” attached hereto and made a part hereof. Phase I is improved with two commercial office buildings located at 5510 and 5570 Lincoln Boulevard, Los Angeles, California, together with underground parking and other improvements. Phase II will be improved with an athletic field (the “Field”) and surface parking lot and, at some point in the future, with an office building ( “Building 3”) and parking garage located under the Field and Building 3. Concurrently with the execution hereof, and pursuant to that certain Office Lease, as of the date hereof (the “Lease”), by and between Playa and EA, EA has agreed to lease from Playa certain premises situated on Phase I and the Field, and portions of any parking garage hereafter constructed under the Field, situated on Phase II. This Agreement shall not be applicable to Phase II of the Playa Project or the sale of any portion thereof, except as specifically provided herein.

     B.     As partial consideration for EA’s entering into the Lease, Playa has agreed to pay to EA a certain amount of the profit from the sale of Phase I, if and when Playa sells Phase I, including a sale of Phase I to EA or an EA Affiliate (as defined below), all as more particularly set forth below. Playa and EA acknowledge that a fee interest or as an exclusive easement interest in the Field and an easement interest in a portion of the parking garage which may hereafter be constructed under the Field may be sold with Phase I.

A G R E E M E N T :

     NOW, THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

     1.     Definitions.

          1.1 Intentionally Omitted.

          1.2 “Closing Costs” shall mean and refer to the actual out-of-pocket costs incurred by Playa strictly in connection with the sale of Phase I, including, but not limited to, advertising costs, sales commissions, title insurance premiums, transfer taxes and escrow fees,

ELECTRONIC ARTS INC.
[Profit Participation Agreement]

provided, however, in no event shall any fees, costs, expenses or other amounts (i) paid to Playa or a Playa Affiliate (as defined below) or (ii) incurred with respect to internal issues and dealings between members or partners, as the case may be, of Playa and/or any Playa Affiliate, in connection with the sale of Phase I be included in the calculation “Closing Costs.”

          1.3 “EA Affiliate” shall mean (a) an entity which is controlled by, controls or is under common control with EA (an “EA Affiliated Entity”), (b) an entity which merges with or acquires or is acquired by EA or a parent or an EA Affiliated Entity, or a subsidiary of EA’s parent or an EA Affiliated Entity, (c) a transferee of all or substantially all of the assets of EA or an entity which is controlled by, controls or is under common control with EA or an EA Affiliated Entity, or (d) a transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of EA or an EA Affiliated Entity or of an entity which is controlled by, controls or is under common control with EA or an EA Affiliated Entity along with any other entity which will qualify as an “affiliate” under California General Corporations Code Sections 150 and 5031. For purposes of this Agreement, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

          1.4 “Gross Sales Price” shall mean and refer to the total sales price paid in connection with the sale of Phase I (or in the event of a “Joint Sale” as defined below, both Phase I and II), and shall include, without limitation, key money and bonus money or other consideration of any kind paid by the buyer of Phase I (or in the event of a Joint Sale, both Phase I and II), or otherwise granted to Playa or a Playa Affiliate in connection with the sale of Phase I (or in the event of a Joint Sale, both Phase I and II) and shall be reduced by any pre or post closing monetary obligations assumed by Playa in connection with the applicable sale. In the event Phase I is sold together with Phase II (a “Joint Sale”), the Gross Sales Price from such Joint Sale shall be allocated between Phase I and Phase II on a proportionate basis, as follows. First, the “Market Value” of each of Phase I and Phase II shall be determined as if each were being sold separately (the “Individual Values”). Second, the amount of the Gross Sales Price for the Joint Sale shall be allocated to each of Phase I and Phase II (the “Allocated Gross Sales Price”) as follows. The Allocated Gross Sales Price for a particular phase shall be equal to the product of (i) the Gross Sales Price of both Phase I and Phase II, and (ii) a fraction, the numerator of which is the Individual Value of such phase and the denominator of which is the aggregate Individual Values of both phases. Collectively, the Allocated Gross Sales Prices shall be known as the “Joint Sale Allocation”. The Allocated Gross Sales Prices calculation shall be submitted to EA at the same time that Playa submits its “Accounting” (defined in Section 2.3 below) to EA, and if EA disputes the Joint Sale Allocation, such Joint Sale Allocation will be subject to the provisions of Section 2.3 below.

          1.5 “Invested Capital” shall mean an amount equal to the sum of the following items set forth in Sections 1.5.1 through 1.5.11 below, as modified by Sections 1.5.12, below (collectively, “Capital Investment Items”). Each category of Capital Investment Items comprising Invested Capital shall, to the extent not specifically allocable solely to Phase I, be allocated between Phase I and Phase II on an equitable and reasonable basis (the “Phase I/Phase II Allocation”), and only Capital Investment Items allocable to Phase I will be considered for purposes of this Agreement. Playa agrees that costs and/or items of Invested Capital included in

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one group of Capital Investment Items shall not be included in any other group of Capital Investment Items (i.e., no cost shall be counted twice in determining the amount of Invested Capital for purposes of this Agreement), and, generally, it is the intention of the parties that all out-of-pocket costs of Playa or any Playa Affiliate allocable to Phase I as provided herein shall be included in Invested Capital and all revenue from any source received by Playa or any Playa Affiliate and allocable to Phase I as provided herein shall be credited against Invested Capital.

               1.5.1 Land Acquisition Cost. The acquisition price paid by Playa or a Playa Affiliate for the Playa Project, in the amount of $27,055,000.00.

               1.5.2 Land Acquisition Transaction Costs. The out-of-pocket transaction costs paid by Playa or a Playa Affiliate to Unaffiliated Third Parties (defined below) which were directly related to acquiring the Playa Project, such as title insurance and endorsements, legal fees, easement costs, due diligence costs and market studies and other similar or related costs. The amount of the escrow charges, title fees, endorsement fees, recording fees and broker fees was an amount equal to $421,824.60.

               1.5.3 Site Improvement Costs. On-site and off-site improvement costs actually expended by Playa or a Playa Affiliate which were directly related to Phase I for engineering, consultants, bonds, grading, wet utilities, dry utilities, street improvements, walls and fences, landscaping, and any other facilities located in Phase I and other similar or related costs.

               1.5.4 Indirect Construction. Indirect construction costs actually expended by Playa or a Playa Affiliate which were directly related to the construction of Phase I for entitlements, permits and fees, architecture, engineering, inspections, site supervision, construction trailer and security and other similar or related costs.

               1.5.5 Direct Construction. The actual costs of the construction of Phase I including construction materials, equipment rental, labor and subcontractors, expended by Playa or a Playa Affiliate for the construction of Phase I and other similar or related costs.

               1.5.6 Financing Costs. Any actual or imputed interest charges, loan fees, points, commitment fees and other costs required to be paid by Playa or a Playa Affiliate to obtain any actual or imputed debt or equity directly related to the acquisition of Phase I, the development of Phase I, or the operation of Phase I.

               1.5.7 Property Taxes. Costs of property taxes and assessments levied on Phase I, and all other assessments paid in connection with community facility districts, landscape maintenance districts and any other public financing districts charged against Phase I.

               1.5.8 Marketing Costs. Actual out-of-pocket costs of sales office, signage, and advertising costs and other similar or related costs which are directly related to the marketing and/or leasing of Phase I or any portion thereof.

               1.5.9 Insurance. Cost of insurance paid by Playa or a Playa Affiliate with respect to Phase I including construction insurance for Phase I.

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               1.5.10 Overhead Allocation. A percentage of the gross revenue of Phase I to compensate Playa or a Playa Affiliate for its overhead in connection with the development of Phase I for costs not specifically allocated to Phase I such as: payroll additives and salaries of Playa’s or a Playa Affiliate’s corporate and division office executives, officers, department heads and staff in directing, administering and supervising such development; employee bonuses, general legal and accounting fees; and the operating expenses of Playa’s or a Playa Affiliate’s corporate and division offices such as rent, utilities, office supplies, office equipment and other office related expenses.

               1.5.11 Other Allocable Costs. Any other actual out-of-pocket costs expended by Playa or a Playa Affiliate in connection with the acquisition, development, construction, leasing, and financing of Phase I, and Phase I operating expenses, including legal fees, tenant improvement costs, leasing commissions, and development fees.

               1.5.12 Exclusions. Notwithstanding anything to the contrary contained in this Section 1.5, Invested Capital shall not include the following: (i) except to the extent such amounts do not materially exceed the amount that would have been paid to Unaffiliated Third Parties in an arms-length transaction, any fees, costs, expenses or other amounts paid or reimbursed to Playa or a Playa Affiliate in connection with the acquisition of Phase I, or the development, ownership or maintenance of Phase I, and (ii) any fees, costs, expenses or other amounts reimbursed by any Playa Member to another Playa Member for fees, costs, or expenses that were already included in Invested Capital.

               1.5.13 Preliminary Cost Basis and Allocation. On or before December 31, 2004, Playa shall deliver to EA a “Preliminary Cost Basis and Allocation Statement” which shall itemize all Invested Capital Items as of a date no earlier than July 31, 2003 (the “Current Basis Date”) and shall state Playa’s determination of the Phase I/Phase II Allocation as of the Current Basis Date, and shall meet the requirements of the “Accounting,” as that term is defined in Section 2.3.1 of this Agreement. At any time within one hundred eighty (180) days following receipt by EA of the Preliminary Cost Basis and Allocation Statement, if EA disputes the same, EA shall notify Playa of such dispute and the parties shall follow the procedures to attempt to resolve the dispute and/or arbitrate the dispute in the same manner as with respect to the “Final Accounting” as set forth in Section 2.3 below and the “Dispute Resolution Period” (defined in Section 2.3 below) shall commence upon delivery of EA’s dispute notice hereunder. The ruling of the arbitrators in this event, however, will be limited solely as to the correct amount of the Preliminary Cost Basis and Allocation Statement and all components thereof, and such ruling will be deemed the “Interim Arbitration Ruling.” The Interim Arbitration Ruling shall be binding upon the parties with respect to the period up to the Current Basis Date in any future dispute regarding the Profit Participation Allocation or any component thereof. If EA does not timely dispute such Preliminary Cost Basis and Allocation Statement, then EA shall be deemed to have conclusively approved of the same.

          1.6 “Net Profits from Sale” shall mean and refer to the amount derived from the sale of Phase I (other than to Playa or a Playa Affiliate), but specifically including a sale of Phase I to EA or an EA Affiliate, which amount shall be calculated as follows: Allocated Gross Sales Price for Phase I minus (i) Closing Costs for Phase I, (ii) Invested Capital for Phase I, and (iii) “Required IRR” (as defined below) for Phase I. In the event of a Joint Sale, the Net Profits

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from Sale shall be determined as a result of the allocation of the Gross Sales Price, Closing Costs, Invested Capital, and Required IRR provided in Sections 1.4 and 1.5, above, and Section 1.9 below.

          1.7 “Playa Affiliate” shall mean (A) (i) CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, (ii) McGuire Partners SCS, Inc., a Delaware corporation, and (iii) McGuire Partners-PV Investor Partnership, L.P., California limited partnership, (iv) McGuire Properties Inc., a Maryland corporation, (v) Equity Office Properties Trust, and (vi) McGuire Partners Ltd., a California limited partnership (each of (i)-(vi), a “Playa Member”), or (B) an entity which is controlled by, controls or is under common control with Playa or any Playa Member, or (C) an entity which merges with or acquires or is acquired by Playa or Playa Member or a parent, subsidiary or member of Playa or any Playa Member, provided that if any entity acquires or merges with Playa (and such entity is not otherwise a Playa Affiliate under items (A) or (B) of this Section 1.7), such acquiring entity after the acquisition or merger shall not be deemed a Playa Affiliate if the acquiring entity, or any of its affiliates, in connection with such acquisition, or merger does not acquire any other material assets of any Playa Members, or (D) a transferee of substantially all of the assets of Playa or any Playa Member, provided that if any entity acquires Playa, (and such entity is not otherwise a Playa Affiliate under items (A) or (B) of this Section 1.7) such acquiring entity after the acquisition shall not be deemed a Playa Affiliate if the acquiring entity or any of its affiliates, in connection with such acquisition does not acquire any other material assets of any Playa Members.

          1.8 “Profit Participation Allocation” shall mean the amount, if any, due and payable to EA pursuant to the terms of this Agreement, which amount shall be equal to twenty-five percent (25%) of the Net Profits from Sale.

          1.9 “Required IRR” shall mean an amount equal to a twelve percent (12%) per annum return on Invested Capital (as allocated to Phase I pursuant to Section 1.5, above) from the time of the applicable investment of each component of Invested Capital, which amount shall be reduced by (and at the time that) (i) any “Base Rent” is actually received from EA under the Lease or any other net income is received as to Phase I, or (ii) that any other fees, costs or expenses are reimbursed to Playa or a Playa Affiliate by EA under the Lease or any other reimbursements are received by Playa or a Playa Affiliate as to Phase I.

          1.10 “Unaffiliated Third Party” shall mean any party other than Playa, a Playa Affiliate, or a “Foreclosure Owner” (defined below).

     2.     Payment of Profit Participation Allocation. Playa hereby agrees to pay the Profit Participation Allocation to EA, at the time and in the manner specified below.

          2.1 Transactions Excluded. The requirement that Playa pay to EA (including any EA Affiliate possessing the lessee’s interest under the Lease) the Profit Participation Allocation pursuant to this Agreement shall expressly not apply in the event that Playa transfers the Phase I to a Playa Affiliate or a Foreclosure Owner (“Excluded Transaction”), provided that any Playa Affiliate who acquires title to Phase I shall be obligated to pay the Profit Participation Allocation to EA in accordance with the terms of this Agreement if

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such Playa Affiliate subsequently sells, conveys or transfers Phase I, to an Unaffiliated Third Party, specifically including a sale of Phase I, to EA or an EA Affiliate.

          2.2 Termination of Right. Notwithstanding anything to the contrary in this Agreement, EA’s right to receive the Profit Participation pursuant to this Agreement shall terminate upon the occurrence of either of the following: (i) in the event that the Lease is terminated for any reason; other than as a result of a default by Playa or a Playa Affiliate, or (ii) upon a transfer to a “Foreclosure Owner.” For purposes of this Agreement, a “Foreclosure Owner” shall be an entity or person, other than Playa or a Playa Affiliate, which becomes the owner of Phase I through a foreclosure by trustee’s power of sale, judicially or otherwise, or as a purchaser at a foreclosure sale or by deed in lieu (collectively, a “Foreclosure Event”).

          2.3 Payment.

               2.3.1 The Accounting. Not less than fifteen (15) business days prior to the close of escrow for the sale of Phase I, except in connection with any Excluded Transaction, Playa shall complete and submit to EA, Playa’s best estimate of the Profit Participation in a detailed “Accounting” (defined below). As used herein, an “Accounting” shall mean a report prepared by Playa showing in reasonable detail (including reasonable back-up documentation) the calculation of the Profit Participation Allocation, including Invested Capital Items (and the dates incurred), Closing Costs, and Net Profits from Sale of Phase I (or in the event of a Joint Sale, both Phase I and Phase II), the required IRR , the Phase I/Phase II Allocation, if applicable, the Joint Sale Allocation, any Preliminary Cost Basis and Allocation Statement (or the Interim Arbitration Ruling, if any) and the Phase I/Phase II Allocation given with such Preliminary Cost Basis and Allocation Statement (or the Interim Arbitration Ruling, if any) (“Playa’s PPA”).

               2.3.2 Resolution of Disputes; Escrowing of Funds. If EA objects to Playa’s PPA, including, if applicable, Playa’s Joint Sale Allocation, EA shall have ten (10) business days from the receipt of the Accounting within which to provide written notice to Playa of EA’s objection, together with EA’s proposed Profit Participation Allocation amount (“EA’s PPA”) and, if applicable, EA’s proposed Joint Sale Allocation. In such event, to the extent the parties are unable to agree as to the Profit Participation Allocation amount, including, if applicable, the Joint Sale Allocation, prior to any scheduled closing, the average of Playa’s PPA and EA’s PPA shall be held in escrow (and shall accrue interest) until the final agreement by EA and Playa, or determination as provided below, as to the amount of the Profit Participation Allocation. If EA does not timely object to Playa’s PPA, an amount equal to Playa’s PPA shall be held in escrow (and shall accrue interest) until the final agreement by EA and Playa, or determination as provided below, as to the amount of the Profit Participation Allocation. Upon the agreement of or determination as provided below, as to the amount of the Profit Participation Allocation, such amount held in escrow (plus or minus any adjustments necessary based on such final agreement or determination) shall be released from escrow to EA upon the mutual instructions of EA and Playa to the escrow agent. If required, Playa shall, within ten (10) business days following any such agreement or determination, deposit any additional funds required to equal the final amount of the Profit Participation Allocation. Any overage above the final Profit Participation Allocation, if any, shall be returned by the escrow agent to Playa. In no event shall the final agreement or determination as to the amount of the Profit Participation Allocation delay the closing of any sale.

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               2.3.3 Resolution of Disputes. Not later than fifteen (15) business days after the close of escrow, Playa shall give EA an accurate and final Accounting (the “Final Accounting”). EA may, within thirty (30) days thereafter (the “Dispute Resolution Period”), dispute the Final Accounting, and the final amount of the Profit Participation Allocation, including the Phase I/Phase II Allocation and, if applicable, the Joint Sale Allocation, and any components of either. If EA does not timely dispute the same, the final Accounting shall be binding on both parties. If EA does dispute the same, EA shall, within thirty (30) days following the receipt by EA of Playa’s Final Accounting (the “Dispute Resolution Period”), submit its final proposed Profit Participation Allocation (the “EA’s PPA”) unless EA has already submitted the EA’s PPA as provided above. Thereafter, EA’s PPA and Playa’s PPA shall each be known as a “Final PPA”. Each Final PPA shall meet the requirements of the “Accounting” as set forth above; provided that, if EA shall have accepted, or be deemed to have accepted, a Preliminary Cost Basis and Allocation Statement, or an Interim Arbitration Ruling has been obtained prior to the applicable sale, calculations relating to Invested Capital Items expended, and the allocation thereof pursuant to the Phase I/Phase II Allocation, may only be disputed with respect to the period following the Current Basis Date and the arbitrators shall be required to rely on the accepted Preliminary Cost Basis and Allocation Statement or the Interim Arbitration Ruling with respect thereto. Immediately, thereafter, Playa and EA shall proceed as follows.

               2.3.4 Playa and EA shall each appoint one arbitrator who shall be a certified public accountant from a nationally recognized accounting firm and shall have recognized experience of not less than ten (10) years in the financial analysis and real estate accounting principals with respect to real estate construction and development for major first class office projects of the nature of the Playa Project. The determination of the arbitrators shall be limited solely to the issue of whether EA’s Final PPA or Playa’s Final PPA, including, if applicable each party’s determination of the Joint Sale Allocation, is closest to the Profit Participation Allocation determined by the Arbitrators, taking into consideration all of the factors of this Agreement. Each such arbitrator shall be appointed within ten (10) business days after the expiration of the Dispute Resolution Period.

               2.3.5 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall have the same qualification as set forth in Section 2.3.1 above.

               2.3.6 In the event of a dispute regarding the Joint Sale Allocation, as timely raised by EA, the three arbitrators by majority vote shall select an appraiser (the “Appraiser”) who shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least ten (10) years experience within the previous fifteen (15) years as a real estate appraiser of office buildings in the County of Los Angeles area, with working knowledge of current market conditions and practices. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar). The determination of the Appraiser shall be limited solely to the issue area of whether EA’s Joint Sale

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Allocation or Playa’s Joint Sale Allocation, is closest to the actual Joint Sale Allocation determined by the Appraiser, taking into consideration the factors set forth in Section 1.4, above. The Appraiser shall, within forty-five (45) days following its appointment reach a decision and deliver a ruling as to the actual Joint Sale Allocation. The ruling of the Appraiser shall be binding, and the Joint Sale Allocation of the party that is the closest to the actual Joint Sale Allocation as determined by the Appraiser shall then be the Joint Sale Allocation for all purposes hereunder.

               2.3.7 The three arbitrators shall (by majority vote) within thirty (30) days of the appointment of the third arbitrator or, in the event of a dispute involving the Joint Sale Allocation, within the later of thirty (30) days of the appointment of the third arbitrator or ten (10) business days after delivery of the ruling of the Appraiser, reach a decision (by majority vote) and publish a ruling (the “Ruling”) indicating whether Playa’s Final PPA or EA’s Final PPA, adjusted, if applicable, to take into account the Joint Sale Allocation as determined by the Appraiser in accordance with Section 2.3.3 above, is closest to the actual Profit Participation Allocation as determined by the Arbitrators. Following the Ruling, the stated Profit Participation Allocation as determined by the arbitrators shall be deemed the Profit Participation Allocation under this Agreement, and if necessary, adjustments shall be made in accordance with Section 2.3 above.

               2.3.8 The decision of the majority of the three arbitrators shall be binding upon Playa and EA.

               2.3.9 If either Playa or EA fails to appoint an arbitrator within ten (10) business days following the expiration of the Dispute Resolution Period, the arbitrator appointed by one of them shall reach a decision, notify Playa and EA thereof, and such arbitrator’s decision shall be binding upon Playa and EA.

               2.3.10 If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the parties shall submit a request to the American Arbitration Association to provide a single arbitrator that is qualified in accordance with the terms of this Agreement, and such arbitrator’s decision shall be binding upon Playa and EA.

               2.3.11 In the event of a dispute with respect to the Joint Sale Allocation, if the arbitrators fail to agree upon and appoint an appraiser, then the arbitrators shall submit a request to the American Institute of Real Estate Appraisers, or successor organization, to provide an appraiser qualified in accordance with the terms of this Agreement, and such appraiser’s decision shall be binding on the parties.

               2.3.12 The cost of the third arbitrator and the appraiser shall be paid by Playa and EA equally. Otherwise, each party shall bear its own costs including the cost of the arbitrator elected by such party.

     3.     Financial Records and Statements of Playa. Playa shall keep and maintain, or cause to be kept and maintained, accurate financial books and records with respect to the acquisition of the Real Property and the development and ownership of the Playa Project. Such

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financial books and records shall include all supporting documentation relative to Capital Investment Items, and shall be maintained by Playa for two (2) years after the date on which the Project, or last portion thereof, if later, is sold in an event triggering Playa’s obligation to pay the Profit Participation Allocation to EA.

     4.     Sale of Portion of Phase I. Playa shall not sell only a portion of Phase I to any party other than to a Playa Affiliate or a Foreclosure Owner.

     5.     Default and Remedies.

          5.1 Default. Each of the terms, conditions, covenants and provisions of this Agreement is a material consideration for this Agreement, the breach of which shall be deemed a default hereunder. Said default shall be deemed to have occurred if the defaulting party has not effected a cure within ten (10) days after a written notice from the other party specifying the default.

          5.2 Default Interest. In the event of a default by Playa in the payment of any funds required to be paid by Playa hereunder, all amounts which remain unpaid for a period of ten (10) days from the date such payment is due hereunder, shall bear interest from the initial due date through the date actual payment is received by EA at a rate equal to the lesser of (i) the “Interest Rate” under the Lease or (ii) the maximum rate permitted under applicable law. The imposition or payment of such default interest shall not excuse any default.

          5.3 Remedies. In the event of a default by either party hereunder, either party shall have all rights and remedies available to it at law or in equity. To the maximum extent permitted by law, all rights, options and remedies of EA contained in this Agreement, or under law, shall be cumulative, and no one remedy shall be exclusive of any other remedy, and EA shall have the right to pursue any one or all such remedies.

          5.4 No Continuing Waiver. No waiver by a party of a breach of any of the terms, covenants or conditions of this Agreement by the other party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default by a party hereunder shall be implied from any omission by the other party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect default other than as specified in such waiver. The consent or approval by a party to or of any act by the other party requiring consent or approval, shall not be deemed to waive or render unnecessary the such party’s consent or approval to or of any subsequent similar acts by the first party.

     6.     Miscellaneous.

          6.1 Notices. All notices or other communications required or permitted hereunder shall be in writing and personally delivered (including by means of professional messenger service) by nationally recognized overnight courier service, messenger service or registered or certified mail, postage prepaid, return receipt requested. All written communications in accordance with the foregoing shall be deemed given (i) three (3) days after the date it is posted if sent by mail, or (ii) the date the overnight courier or personal delivery is made, or refused by the addressee, at the address set forth below, if delivered by 5:00 P.M., Los

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Angeles Time on a business day, the next business day if delivered after 5:00 P.M. of a business day or non-business day. Notice of change of address shall be given by written notice as described in Section 6.1.

EA:
	at EA’s location at the project Attention: Head of Facilities and COO EALA
	and
	Electronic Arts 209 Redwood Shores Parkway Redwood City, California 94065 Attention: General Counsel
	and
	209 Redwood Shores Parkway Redwood City, California 94065 Attention: Senior Director of Facilities and Corporate Services
Playa:
	Playa Vista – Water’s Edge, LLC c/o Equity Office Properties 550 South Hope Street, Suite 2200 Los Angeles, California 90071 Attention: Regional Vice President
	and
	c/o Maguire Partners 555 West Fifth Street, Suite 500 Los Angeles, California 90013 Attention: Partner – Leasing
With copies to:
	Equity Office 2 North Riverside Plaza Suite 2100 Chicago, Illinois 60606 Attention: Chief Legal Counsel

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And to:
	Allen Matkins Leck Gamble & Mallory LLP 1901 Avenue of the Stars Suite 1800 Los Angeles, California 90067 Attention: Anton N. Natsis, Esq.

          6.2 Subordination/Recognition Agreement. Subject to EA’s receipt of an appropriate recognition agreement (which recognition shall not recognize this Agreement as surviving a Foreclosure Event) as set forth below, this Agreement shall be subject and subordinate to the lien of any mortgages or trust deeds in favor of any Unaffiliated Third Party, now or hereafter in force against Phase I, if any, and/or renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, provided that the loan evidenced by the mortgage or trust deed is only made with respect to and is only secured by, a trust deed on the Playa Project. EA shall, within fifteen (15) business days following receipt of the request of Playa, execute a commercially reasonable subordination in favor of mortgage holders or lienholders of Playa who are Unaffiliated Third Parties (“Permitted Mortgage/Lien Holders”) who later come into existence at any time prior to the expiration of earlier termination of this Agreement, provided that the loan evidenced by the mortgage or trust deed is only made with respect to and is only secured by, a trust deed on the Playa Project, and provided further, that such subordination agreement is in accordance with the provisions of this Section 6.2. Playa acknowledges and agrees that EA’s receipt of a commercially reasonable non-disturbance agreement (“Non-Disturbance Agreement”) in favor of EA from any Permitted Mortgage/Lien Holder who later comes into existence at any time prior to the expiration or termination of this Agreement shall be in consideration of, and a condition precedent to, EA’s agreement to be bound by the provisions of this Section 6.2 and any other provisions hereunder for the benefit of a Foreclosure Owner. Playa agrees to use commercially reasonable efforts to obtain the agreement of any Permitted Mortgage/Lien Holders to provide notice to EA of any monetary default by Playa and to permit EA to make payments directly to any such Permitted Mortgage/Lien Holder, in the event of Playa’s failure to make required payments, and provided EA shall first notify Playa prior to making any such payment and provide Playa with not less than the greater of (i) ten (10) business days following Playa’s receipt of EA’s notice, and (ii) the cure period permitted under the applicable mortgage or lien to cure such default.

          6.3 Estoppel. Within ten (10) business days following a request in writing by Playa, EA shall execute, acknowledge and deliver to Playa an estoppel certificate indicating therein to what extent EA’s right to receive the Profit Participation Allocation may exist at that time or that such right has been waived or terminated, as applicable, and shall also contain any other information reasonably requested by Playa or any mortgagee or transferee of Playa’s interest in Phase I. Any such certificate may be relied upon by any prospective mortgagee or transferee of all or any portion of Phase I. EA shall execute and deliver whatever other commercially reasonable instruments may be reasonably required for such purposes. Failure of EA to timely execute, acknowledge and deliver such estoppel certificate or other instruments

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within five (5) business days after Playa’s second request (which shall in no event be deemed delivered prior to the expiration of the initial 10 business day period) shall constitute an acknowledgment by EA that statements included in the estoppel certificate are true and correct, without exception.

          6.4 Time of the Essence. Time is of the essence of this Agreement and each and every term and provision hereof.

          6.5 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both parties. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. This Agreement shall be construed, interpreted and governed by the laws of the State of California.

          6.6 Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, by a court or arbitrator of competent jurisdiction, the remainder of this Agreement and application of such provision to other circumstances, shall be interpreted so as best to reasonably effect the intent of the parties hereto.

          6.7 Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday or holiday, such payment may be made or act performed on the next succeeding business day.

          6.8 Attorneys’ Fees. If either party files any action or brings any proceeding against the other arising out of this Agreement, whether or not such action or proceeding is prosecuted to judgment (“Action”), then (1) the unsuccessful party therein shall pay all costs incurred by the prevailing party therein, including reasonable attorneys’ fees and costs, court costs and reimbursements for any other expenses incurred in connection therewith, and (2) as a separate right, severable from any other rights set forth in this Agreement, the prevailing party therein shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing any judgment against the unsuccessful party therein, which right to recover post-judgment attorneys’ fees and costs shall be included in any such judgment. The right to recover post-judgment attorneys’ fees and costs shall (i) not be deemed waived if not included in any judgment, (ii) survive the final judgment in any Action, and (iii) not be deemed merged into such judgment. The rights and obligations of this Section 6.8 shall survive the termination of this Agreement.

          6.9 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING OR HEARING BROUGHT BY A PARTY HERETO OR ITS SUCCESSORS AND ASSIGNS ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES WITH RESPECT TO THIS AGREEMENT, OR THE ENFORCEMENT OF ANY REMEDY PROVIDED BY THIS

- -12- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

AGREEMENT UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.

          6.10 Jurisdiction. The parties agree that any action or proceeding to enforce or relating to this Agreement, including any arbitration, shall be brought exclusively in the federal or state courts located in Los Angeles County, California, and the parties hereto consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding.

          6.11 Entire Agreement; Amendments. This Agreement, together with the attached exhibits, is intended by the parties to be the final expression of their agreement with respect to EA’s right to share in any profits from the sale of Phase I, and is intended as the complete and exclusive statement of the terms of the agreement with respect thereto between the parties. As such, this Agreement supersedes any prior understandings between the parties regarding the subject matter hereof, whether oral or written. Any amendments to this Agreement shall be in writing and shall be signed by all parties hereto.

          6.12 No Waiver. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

          6.13 Assignment. EA shall not have the right to assign its rights and obligations hereunder without the prior written consent of Playa, except that EA may assign its rights hereunder to an EA Affiliate without the consent of Playa (but EA shall give notice of such assignment to Playa).

          6.14 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns.

          6.15 Headings; Cross-References; Exhibits. The headings and captions used in this Agreement are for convenience and ease of reference only and shall not be used to construe, interpret, expand or limit the terms of this Agreement.

          6.16 Survival of Certain Covenants. Playa’s obligation to pay the Profit Participation Allocation shall survive, and not merge into, the conveyance of Phase I, or any portion thereof, or any interest therein, by Playa, including without limitation, with respect to a conveyance to a Playa Affiliate.

          6.17 No Partnership. EA shall not be liable to any contractor, subcontractor, supplier, laborer, architect, engineer, purchaser, or any other party for services performed or materials supplied or for any causes of action arising out of or in connection with construction or sale of improvements on Phase I. EA shall not be liable for any debts or claims accruing in favor of any such parties against Playa or others or against Phase I. Playa is not and shall not be considered an agent of EA for any purposes whatsoever. EA is not a venture partner with Playa

- -13- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

or with the owners of Playa in any manner whatsoever and EA shall have no duties of any kind to Playa, including without limitation, any fiduciary duties as to Playa or the owners of Playa or to any other person, except as expressly set forth herein. Playa is not a venture partner with EA or with the owners of EA in any manner whatsoever and Playa shall have no duties of any kind to EA, including without limitation, any fiduciary duties as to EA or the owners of EA or to any other person, except as expressly set forth herein. EA shall not be deemed to be in privity of contract with any contractor or provider of services on Phase I or any purchaser of Phase I or any portion thereof, nor shall any payment of funds directly to a contractor, subcontractor or provider of services be deemed to create any third party beneficiary status, whether intended or incidental, or recognition of same by EA. Approvals granted by EA or Playa for any matters covered under this Agreement shall be construed to be solely for the benefit of the party granting the approval and no other person shall be considered a third party beneficiary hereof.

          6.18 Counterparts. This Agreement may be executed in several original counterparts, each of which and all together will constitute this Agreement in its entirety.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

[SIGNATURES FOLLOW, EACH ON A SEPARATE PAGE]

- -14- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

SIGNATURES TO THAT CERTAIN PROFIT PARTICIPATION AGREEMENT BY AND BETWEEN PLAYA VISTA – WATER’S EDGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ELECTRONIC ARTS INC., A DELAWARE CORPORATION, DATED JULY 31, 2003

PLAYA:
PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company
By:	CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, its Co-Manager

By: EOM GP, L.L.C.,
a Delaware limited liability company,
its general partner

By: Equity Office Management, L.L.C.,
a Delaware limited liability
company,
its non-member manager

By:	/s/ Robert E. Dezzutti
Name:		Robert E. Dezzutti
Its:		Senior Vice President

By: Maguire Partners – PV Investor Partnership,
L.P., a California limited partnership,
its Co-Manager

By: Maguire Partners – PV IP GP, LLC,
a California limited liability company,
its general partner

By: Maguire Partners SCS, Inc.,
a California corporation,
its Manager

By:	/s/ John A. Morales
Name:		John A. Morales
Title:		Senior Vice President

ELECTRONIC ARTS INC.
[Profit Participation Agreement]

SIGNATURES TO THAT CERTAIN PROFIT PARTICIPATION AGREEMENT BY AND BETWEEN PLAYA VISTA – WATER’S EDGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ELECTRONIC ARTS INC., A DELAWARE CORPORATION, DATED JULY 31, 2003

“EA”
ELECTRONIC ARTS INC., a Delaware corporation
By:	/s/ Lawrence F. Probst III
Its:	CHIEF EXECUTIVE OFFICER
By:
Its:

ELECTRONIC ARTS INC.
[Profit Participation Agreement]

EXHIBIT “A”

LEGAL DESCRIPTION OF THE REAL PROPERTY

The land referred to in this policy is situated in the county of Los Angeles, State of California, and is described as follows:

PARCEL A-1:

PARCEL 1 OF CERTIFICATE OF COMPLIANCE FOR LOT-LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-600995 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS:

THAT PORTION OF LOTS 6 AND 7 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 6 NORTH 62º21’36” EAST 367.18 FEET; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT; THENCE SOUTH 62º21’36” WEST 337.78 FEET ALONG SAID PARALLEL LINE TO SAID SOUTHWESTERLY LINE OF SAID LOT 7; THENCE ALONG SAID SOUTHWESTERLY LINE AND THE SOUTHWESTERLY LINE OF SAID LOT 6, THE FOLLOWING THREE COURSES:

1)	NORTH 27º04’18” WEST 102.84 FEET;
2)	NORTH 38º17’34” WEST 123.72 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1,948.11 FEET.
3)	THENCE NORTHWESTERLY 43.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01º16’26” TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA,

EXHIBIT “A”
- -1- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO, 3526, IN BOOK 38244 PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL A-2

PARCEL 2 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PORTION OF LOTS 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240, PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF SAID LOT 8; THENCE PARALLEL WITH THE NORTHERLY LINE OF LOT 6 OF SAID TRACT, NORTH 62°21’36” EAST 322.95 FEET TO A LINE WHICH BEARS SOUTH 27º38’02” EAST AND WHICH PASSES THROUGH A POINT IN SAID NORTHERLY LINE DISTANT NORTH 62°21’36” EAST 352.35 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHERLY LINE OF SAID LOT 8; THENCE ALONG THE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY LINE OF SAID LOT 8 AND THE SOUTHWESTERLY LINE OF LOT 7 THE FOLLOWING THREE COURSES:

1)	SOUTH 61°14’56” WEST 285.50 FEET;
2)	NORTH 72°54’4l” WEST 54.60 FEET;
3)	NORTH 27°04’18” WEST 163.16 TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE RIGHT TO ALL OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT “A”
- -2- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

PARCEL A-3:

PARCEL 3 OF CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 10, 2001 AS INSTRUMENT NO. 01-0600995, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS 6, 7 AND 8 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1240 PAGES 26 THROUGH 32 INCLUSIVE OF MAPS, RECORDS OF SAID COUNTY, EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 6 DISTANT THEREON NORTH 62°21’36” EAST 367.18 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 6; THENCE SOUTH 27º38’02” EAST 267.08 FEET TO A LINE PARALLEL WITH SAID NORTHWESTERLY LINE OF LOT 6 AND WHICH PASSES THROUGH A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 7 DISTANT THEREON NORTHWESTERLY 163.16 FEET FROM THE MOST WESTERLY, SOUTHERN CORNER OF LOT 8 OF SAID TRACT THENCE SOUTH 62°21’36” WEST ALONG SAID PARALLEL LINE 14.83 FEET; THENCE SOUTH 27°38’02” EAST 196.04 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 8.

EXCEPTING THEREFROM THE RIGHT TO ALL, OIL, GAS AND OTHER HYDROCARBONS IN SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT TO USE PERPETUALLY THE SUBSURFACE OIL AND/OR GAS FORMATIONS FOR INSPECTING, STORING AND WITHDRAWING NATURAL GAS THEREIN AND THEREFROM AND FOR REPRESSURING THE SAME, BUT NOT EXCLUDING OR RESERVING, HOWEVER, THE RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND OR ANY PART OR PORTIONS THEREOF, AS RESERVED BY THE UNITED STATES OF AMERICA, AND ITS ASSIGNS, BY DECREE ENTERED FEBRUARY 5, 1952, IN UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 2454-B, CIVIL; A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 18, 1952, AS INSTRUMENT NO. 3526, IN BOOK 38244 PAGE 397, OFFICIAL, RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT “A”
- -3- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

PARCEL B.

EASEMENTS AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THAT CERTAIN “AGREEMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS (PLAYA VISTA PARKS AND LANDSCAPE CORPORATION/LOTS 6, 7 AND 8 OF TRACT NO. 49104-03 – JEFFERSON NORTH)” RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961844 OF OFFICIAL RECORDS, SAID EASEMENTS ARE LOCATED OVER THE FOLLOWING DESCRIBED LAND:

LOT 4 OF TRACT NO. 49104-03, IN TIE CITY OF LOS ANGELES, AS SHOWN ON MAP RECORDED IN BOOK 1240 PAGES 26 TO 32 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL C:

AN EASEMENT FOR DRIVEWAY PURPOSES AS DESCRIBED IN THAT CERTAIN COVENANT AND AGREEMENT FOR COMMON DRIVEWAY RECORDED DECEMBER 9, 1999 AS INSTRUMENT NO. 99-2273732 OF OFFICIAL RECORDS, EXECUTED BY PLAYA CAPITAL COMPANY, LLC IN FAVOR OF THE CITY OF LOS ANGELES, SAID EASEMENT HAVING BEEN CREATED BY THAT CERTAIN INSTRUMENT EXECUTED BY 1) PLAYA PHASE I APARTMENTS, LLC; 2) PLAYA CAPITAL COMPANY; 3) PLAYA PHASE I COMMERCIAL LAND LLC DATED DECEMBER 8, 2000 AND BEING RECORDED DECEMBER 18, 2000 AS INSTRUMENT NO. 00-1961846 OF OFFICIAL RECORDS, SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF LOTS 1 AND 4 OF TRACT NO. 49104-03, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP FILED IN BOOK 1240, PAGES 26 TO 32 INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF LOT 5 OF SAID TRACT NO. 49104-03; THENCE NORTH 27º38’24” WEST 182.00 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT 5 AND ITS NORTHWESTERLY PROLONGATION TO A LINE PARALLEL WITH AND 14.00 FEET NORTHWESTERLY OF THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE ALONG SAID PARALLEL, LINE NORTH 62°21’36” EAST, 297.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 43.00 FEET, SAID CURVE BEING CONCENTRIC WITH AND 14.00 FEET NORTHERLY OF THE CURVED NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90º00’00”; THENCE SOUTH 27°38’24” EAST 21.00 FEET ALONG A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4 TO THE BEGINNING OF A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHEASTERLY 15.51 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE

EXHIBIT “A”
- -4- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

OF 44°25’21” TO THE NON-TANGENT CURVED NORTHERLY LINE OF SAID LOT 4, SAID NON-TANGENT CURVE BEING CONCAVE NORTHERLY HAVING A RADIUS OF 27.00 FEET, AND TO WHICH INTERSECTION A RADIAL BEARS SOUTH 11°59’21” EAST; THENCE ALONG THE GENERALLY NORTHERLY, NORTHEASTERLY AND EASTERLY LINES OF SAID LOT 4, THE FOLLOWING FIVE COURSES:

1.	SOUTHEASTERLY 7.38 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15°39’04”;
2.	NORTH 62º21’36” EAST 18.71 FEET TO A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 68.00 FEET AND TO WHICH INTERSECTION A RADIAL LINE BEARS SOUTH 78°35’06” WEST;
3.	SOUTHERLY 38.51 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32º27’01”;
4.	SOUTH, 62°21’36” WEST 16.71 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 29.00 FEET;
5.	SOUTHWESTERLY 10.22 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°11’30” TO A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET, BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET NORTHEASTERLY OF THE TANGENT PORTION OF SAID GENERALLY EASTERLY LINE AND TO WHICH INTERSECTION A RADIAL LINE BEARS NORTH 76º16’21” WEST;

THENCE LEAVING SAID GENERALLY EASTERLY LINE OF LOT 4, SOUTHWESTERLY 14.44 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41°22’03” TO SAID PARALLEL LINE; THENCE SOUTH 27º38’24” EAST 21.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 43.00 FEET AND BEING CONCENTRIC WITH AND 14.00 FEET EASTERLY OF THE CURVED SOUTHEASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 67.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00”; THENCE ALONG A LINE PARALLEL WITH AND 14.00 FEET SOUTHEASTERLY OF THE SOUTHEASTERLY LINE. OF SAID LOT 4, SOUTH 62°21’36” WEST 297.00 FEET TO THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 4; THENCE NORTH 27º38’24” WEST 14.00 FEET ALONG SAID PROLONGATION TO TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4; THENCE ALONG THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET, NORTH 27º38’24” WEST 100.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE

EXHIBIT “A”
- -5- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

EASTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHEASTERLY TERMINUS WITH THE SOUTHEASTERLY LINE OF THE NORTHWESTERLY 14.00 FEET OF SAID LOT 4; THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 31.42 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID SOUTHEASTERLY LINE; THENCE NORTH 62º21’36” EAST 244.00 FEET ALONG SAID SOUTHEASTERLY LINE TO THE BEGINNING OF A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS WITH A LINE PARALLEL WITH AND 14.00 FEET SOUTHWESTERLY OF THE TANGENT PORTION OF THE GENERALLY NORTHERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY, EASTERLY AND SOUTHEASTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID PARALLEL LINE; THENCE SOUTH 27°38’24” EAST 100.00 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS SOUTHWESTERLY TERMINUS WITH THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 14.00 FEET OF SAID LOT 4; THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO SAID NORTHWESTERLY LINE; THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 62°21’36” WEST 244.00 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 20.00 FEET AND BEING TANGENT AT ITS NORTHWESTERLY TERMINUS WITH THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 28.00 FEET OF SAID LOT 4; THENCE SOUTHWESTERLY, WESTERLY AIM NORTHWESTERLY 31.42 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00’00” TO THE MOST NORTHERLY CORNER OF THE SOUTHWESTERLY 28.00 FEET OF THE SOUTHEASTERLY 34.00 FEET OF SAID LOT 4.

End of Legal Description

EXHIBIT “A”
-6- ELECTRONIC ARTS INC.
[Profit Participation Agreement]

EX-10.29

exv10w29

EX-10.30

exv10w30

EX-10.31

exv10w31

EX-10.32

EXHIBIT 10.32

SUBLEASE

by and between

ELECTRONIC ARTS INC.,
a Delaware corporation

as Sublandlord,

and

PLAYA CAPITAL COMPANY, LLC,
a Delaware limited liability company

as Subtenant,

at

5510 Lincoln Boulevard, Los Angeles, California

SUBLEASE

     THIS SUBLEASE (“Sublease”) is made as of this 31st day of July, 2003, by and between ELECTRONIC ARTS INC., a Delaware corporation (the “Sublandlord”), and PLAYA CAPITAL COMPANY, LLC, a Delaware limited liability company (the “Subtenant”) with regard to the following facts:

R E C I T A L S

     A.     Sublandlord is the tenant under that certain Water’s Edge Los Angeles, California Office Lease dated July 31, 2003 (the “Lease”) with PLAYA VISTA – WATER’S EDGE, LLC, a Delaware limited liability company (“Landlord”), pursuant to which Sublandlord leased from Landlord all of the space located at 5510 and 5570 Lincoln Boulevard, Los Angeles, California, consisting of Building 1 and Building 2 (collectively, “Buildings”) in the project commonly known as “Water’s Edge,” as more particularly described on Exhibit “A” attached to the Lease (the “Premises”).

     B.     Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, a portion of the Premises consisting of approximately 17,705 rentable square feet located on the first (1st) floor of Building 2 (5510 Lincoln Boulevard, Los Angeles, California (“Building”)) to be known as Suite 100, all as more particularly depicted on Exhibit “A” attached hereto and incorporated herein by this reference (the “Sublease Premises”), upon the terms, covenants and conditions set forth in this Sublease.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease, unless expressly superseded by the terms of this Sublease.

2.     Sublease.

     a.     Grant of Sublease. Pursuant to the express terms, covenants and conditions set forth in this Sublease, Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord, the Sublease Premises on an “as-is,” “where-is” basis, subject only to Sublandlord’s due and timely completion of the Access Improvements and other improvements more particularly described in Section 1 of Exhibit “B” attached hereto.

     b.     Condition of Premises. Except as expressly set forth herein, no representations or warranties of any kind have been made by Sublandlord to Subtenant concerning the condition of the Sublease Premises, nor have any promises to alter or improve the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord; provided, however, that to the extent the Lease includes covenants of Landlord relating to the condition of the Building and/or the Sublease Premises, Sublandlord hereby agrees that Subtenant shall have the rights and benefits thereto under this Sublease to the extent it affects Subtenant’s improvement, use and occupancy of the Sublease Premises and Sublandlord agrees to use commercially reasonable efforts to enforce the same. Subject to the foregoing, Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection

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were unacceptable. Subtenant hereby agrees that the term “as is”, as used in the previous subsection means, upon Subtenant’s approval of said inspection and upon Sublandlord’s completion of the Access Improvements as required by this Sublease, Subtenant is agreeing to sublease the Sublease Premises, without warranty or representation other than those representations and warranties, if any, made by Landlord under the Lease, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and all warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent, such as a broker, whether oral or written, express or implied.

     c.     Initial Improvements. Notwithstanding anything to the contrary herein or in the Lease, Subtenant shall be permitted to make initial improvements to the Sublease Premises in accordance with the terms of that certain Work Letter attached hereto as Exhibit “B” (the “Initial Improvements”).

3.     Term.

     a.     Initial Term. The term (“Term”) of this Sublease shall commence on the later of (i) the date the Lease commences, (ii) the date on which the Sublease Premises are delivered to Subtenant by Sublandlord, and (iii) the date on which the Consent (as defined in Section 13, below) is received from Landlord (the “Commencement Date”) and shall expire as of 11:59 p.m. on the “Lease Expiration Date,” as that term is defined in the Lease, with respect to the initial “Lease Term,” as that term is defined in the Lease, unless this Sublease is sooner terminated pursuant to any provision of this Sublease or the Lease (the “Expiration Date”). Notwithstanding anything herein or in the Lease to the contrary, Subtenant shall have no rights to extend the term of this Sublease beyond the Expiration Date. At the request of either party, promptly following the Commencement Date, the parties shall enter into a written agreement fixing the exact date on which the Commencement Date and other dates are to occur during the Term in the form attached hereto as Exhibit “C.” Upon the later to occur of (a) the date on which this Sublease is fully executed and delivered or (b) the date on which the Consent is received from Landlord (the “Delivery Date”), Sublandlord shall deliver possession of the Sublease Premises to Subtenant, free from the actual possession or any claims of possession of any third party. From and after the Delivery Date, Subtenant shall be allowed to enter the Sublease Premises for purposes of design, construction and installation of its furniture, fixture and equipment and for Subtenant’s occupancy, without advancing the Commencement Date, provided that (i) except for the obligation to pay Basic Rent (as such term is defined below), Subtenant shall comply with all provisions of this Sublease and all of the provisions of this Sublease (other than the obligation to pay Basic Rent) shall be binding upon Subtenant; and (ii) Subtenant shall first provide Sublandlord with copies of the insurance policies (or certificates thereof) for all insurance required to be maintained by Subtenant pursuant to the terms hereof, and such insurance shall comply with all of the terms set forth herein. Notwithstanding anything to the contrary contained herein, in the event the Commencement Date does not occur on or prior to October 1, 2003 (subject to a day delay for each day of “Force Majeure,” as that term is defined in the Lease, and/or Subtenant delays), Subtenant shall have the right to terminate this Sublease at any time prior to the occurrence of the Commencement Date upon written notice to Sublandlord.

     b.     Subtenant Early Termination Option.

          (1) Subtenant’s Rights. Subtenant shall have the right to accelerate the Expiration Date (“STET Option”) with respect to the entire Sublease Premises only from the Expiration Date to the date immediately preceding the fifth (5th) anniversary of the Commencement Date (the “STET Date”), if, and only if: (i) Subtenant is not in default under the Sublease on the date Subtenant provides Sublandlord with the STET Notice (hereinafter defined); (ii) no part of the Sublease Premises is sublet for a term extending past the STET Date; (iii) the Sublease has not been assigned; (iv) Sublandlord receives notice

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of early termination from Subtenant (“STET Notice”) not more than twelve (12) full calendar months nor less than nine (9) full calendar months prior to the STET Date; and (v) Subtenant timely pays the STET Fee (as defined below) to Sublandlord.

          (2) Early Termination Fee. If Subtenant exercises its STET Option, Subtenant shall pay to Sublandlord on the STET Date the sum of (a) $735,453.53 (the “STET Fee”), as a fee in connection with the acceleration of the Expiration Date and not as a penalty, and (b) an amount equal to the unamortized portion as of the STET Date of the “Excess Improvement Allowance,” as that term is defined in the Subtenant Work Letter, which amount shall be amortized over the Term together with interest thereon at the rate of nine percent (9%) per annum (“Excess Allowance Payment”). Subtenant shall remain liable for all Basic Rent (as defined herein) and Additional Rent (as defined herein) and other sums due under the Sublease up to and including the STET Date even though billings for such may occur subsequent to the STET Date.

     c.     First Sublandlord Early Termination Option. Sublandlord shall have the right to accelerate the Expiration Date (“First SLET Option”) with respect to the entire Sublease Premises only from the Expiration Date to the date (the “First SLET Date”) immediately preceding the fourth (4th) anniversary of the Commencement Date upon notice to Subtenant (the “First SLET Notice”) delivered not less than twelve (12) months prior to the First SLET Date. In connection with the foregoing, (i) Subtenant shall cause any sublease or other occupancy agreement entered into by Subtenant with respect to all or any portion of the Sublease Premises to terminate (or be cancelable by Subtenant) prior to the First SLET Date, (ii) Subtenant shall remain liable for the payment of all Basic Rent, Additional Rent and other sums due under the Sublease up to and including the First SLET Date even though billings for such may occur subsequent to the First SLET Date, (iii) as of the date Sublandlord provides Subtenant with a First SLET Notice, any outstanding tenant improvement allowance not claimed and properly utilized by Subtenant in accordance with the Sublease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect, and (iv) Subtenant shall pay to Landlord an amount equal to the Excess Allowance Payment as of the First SLET Date. Notwithstanding anything to the contrary contained in this Sublease, if the Sublandlord exercises its First SLET Option, Subtenant shall thereafter not be obligated to pay Basic Rent for months 40-48 of the Term.

     d.     Second Sublandlord Early Termination Option. Sublandlord shall have the right to accelerate the Expiration Date (“Second SLET Option”) with respect to the entire Sublease Premises only from the Expiration Date to the date (the “Second SLET Date”) immediately preceding the fifth (5th) anniversary of the Commencement Date upon notice to Subtenant (the “Second SLET Notice”) delivered not less than thirteen (13) months prior to the Second SLET Date. In connection with the foregoing, (i) Subtenant shall cause any sublease or other occupancy agreement entered into by Subtenant with respect to all or any portion of the Sublease Premises to terminate (or be cancelable by Subtenant) prior to the Second SLET Date, (ii) Subtenant shall remain liable for the payment of all Basic Rent, Additional Rent and other sums due under the Sublease up to and including the Second SLET Date even though billings for such may occur subsequent to the Second SLET Date, (iii) as of the date Sublandlord provides Subtenant with a Second SLET Notice, any outstanding tenant improvement allowance not claimed and properly utilized by Subtenant in accordance with the Sublease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect, and (iv) Subtenant shall pay to Landlord an amount equal to the Excess Allowance Payment as of the Second SLET Date. Notwithstanding anything to the contrary contained in this Sublease, if the Sublandlord exercises its Second SLET Option, Subtenant shall thereafter not be obligated to pay Basic Rent for months 48-60 of the Term.

     e.     Holdover. Notwithstanding anything to the contrary contained in the Lease, if Subtenant fails to surrender the Sublease Premises upon the termination or expiration of this Sublease, with or

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without the express or implied consent of Sublandlord, Subtenant shall pay rent during such tenancy at a monthly rate equal to the greater of (i) the amount which Landlord requires Sublandlord to pay with respect to the Premises during such tenancy pursuant to the Lease, or (ii) one hundred fifty percent (150%) of the Basic Rent and Additional Rent applicable under this Sublease during the last period of the Term and, in addition to any and all other liabilities of Subtenant to Sublandlord accruing therefrom and any and all other rights and remedies of Sublandlord provided herein, at law, or in equity, Subtenant shall protect, defend, indemnify and hold Sublandlord harmless from all loss, cost (including reasonable attorneys’ fees) and liability resulting from such failure to surrender the Premises within thirty (30) days following the Expiration Date (except for any liability of Sublandlord to Landlord for which there will be no thirty (30) day grace period), including, without limiting the generality of the foregoing, any claims made by any succeeding tenant, or Sublandlord itself, founded upon such failure to surrender, and any losses suffered by Sublandlord (where Subtenant caused Sublandlord to default under any of the Sublandlord’s obligations) or Landlord, including loss profits. Notwithstanding the foregoing or anything to the contrary herein, Subtenant acknowledges that it is responsible for removing all alterations to the Sublease Premises made by Subtenant and required, pursuant to the terms of the Lease, to be removed at the end of the Term.

4.     Rent.

     a.     Basic Rent. Effective as of the Commencement Date and except as expressly set forth herein, Subtenant shall pay to Sublandlord, or its designee, rent for the Sublease Premises in the monthly payments as set forth below (“Basic Rent”), in advance, on or before the first day of each month during the Term of this Sublease.

	Annual Rate Per
Month of Term	Square Foot		Annual Base Rent		Monthly Base Rent
1-30	$	30.60	$	541,773.00	$	45,147.55
31-60	$	32.16	$	569,392.80	$	47,449.40
61-90	$	33.72	$	597,012.60	$	49,751.05
91-Expiration Date	$	35.40	$	626,757.00	$	52,229.75

Basic Rent and all other payments of rent and other sums under this Sublease shall be payable by Subtenant without notice, demand, reduction or set-off in lawful money of the United States of America to Sublandlord or its agent at the address set forth in this Sublease, or to such other person or such other places as Sublandlord may from time to time designate in writing.

Until further notice, all payments should be made payable to Electronic Arts Inc. and sent to Electronic Arts Inc., 640 North Sepulveda Boulevard, Los Angeles, California 90049, Attention: Jon Lutz.

If the Term begins or ends on a day other than the first or last day of a month, the Basic Rent or Additional Rent for the partial month shall be prorated on the basis of a thirty (30) day month. If Subtenant fails to pay any item or installment of Rent (as defined below) within five (5) business days

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following the date due, Subtenant shall pay Sublandlord an administrative late fee equal to three percent (3%) of the past due Rent.

     b.     Basic Rent Credit. Notwithstanding any provision of this Section 4 to the contrary, so long as Subtenant is not in default under this Sublease beyond the expiration of any applicable cure period, Subtenant shall be entitled to a credit for Basic Rent in the amount of (i) $45,147.75 per month (prorated for any partial months) to be applied against the Basic Rent due for each month during the period from the Commencement Date to December 31, 2003, (ii) $12,000.00 per month to be applied against the Basic Rent due for each month during the period from January 1, 2004 to June 30, 2004, (iii) $45,147.75 per month to be applied against the Basic Rent due for the 12^th and 24^th full calendar months of the Term, and (iv) $49,751.05 to be applied to the Basic Rent due for the 61^st full calendar month of the Term (each period of time in which Basic Rent is abated to be referred to herein as a “Basic Rent Credit Period”). If, during the Term, a default by Subtenant results in the termination of this Sublease prior to the Expiration Date, a proportion of the aggregate Basic Rent credits described above (the “Basic Rent Credits”), which proportion shall be determined by multiplying the total Basic Rent Credits by a fraction, the numerator of which shall be the number of months remaining in the Term at the time the subject Subtenant default first occurs and the denominator of which shall be the total number of months in the Term, shall immediately become due and payable to Sublandlord. The payment obligation of Subtenant following termination of this Sublease upon default shall be in addition to all other obligations of Subtenant and shall not limit or affect any of Sublandlord’s other rights, pursuant to this Sublease or at law or in equity. During each Basic Rent Credit Period, only Basic Rent shall be abated (and only to the extent of the Basic Rent Credits), and all non-abated Basic Rent and Additional Rent (as defined below) and other costs and charges specified in this Sublease shall remain as due and payable pursuant to the provisions of this Sublease.

     c.     Additional Rent. Notwithstanding anything to the contrary in this Sublease, Subtenant shall not be required to pay any portion of Operating Expenses or Taxes payable by Sublandlord under the Lease; provided, however, in lieu thereof, Subtenant agrees to pay to Sublandlord the amounts set forth below as “Additional Rent,” in advance, on or before the first day of each month during the term of this Sublease.

Month Of Term	Amount
1 –12	$	0.00
13 – 24	$	531.15
25 – 36	$	1,078.23
37 – 48	$	1,641.73
49 – 60	$	2,222.13
61 – 72	$	2,819.95
73 – 84	$	3,435.69
85 – 96	$	4,069.92
97 – 108	$	4,723.16
109 – 120	$	5,396.00

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     d.     Subtenant Surcharges. During the Term, Subtenant shall pay to Sublandlord, as additional rent, the amount payable to Landlord or Sublandlord for Subtenant Surcharges (as defined below). The term “Subtenant Surcharges” shall mean (i) any and all amounts other than Basic Rent which become due and payable by Subtenant to Sublandlord hereunder, and (ii) any and all amounts which become due and payable by Sublandlord to Landlord under the Lease (which are Subtenant’s responsibility hereunder) or are incurred by Sublandlord as additional charges which would not have become due and payable and/or would not have been incurred but for the acts and/or failures to act of Subtenant under this Sublease but specifically excluding any services which are being provided hereunder to Subtenant free of charge. Subtenant shall pay the Subtenant Surcharges set forth above within ten (10) days after the presentation of statements therefor by Landlord or Sublandlord to Subtenant. As used in this Sublease: (1) “Additional Rent” shall mean all amounts due from Subtenant to Sublandlord hereunder other than Basic Rent; and (2) “Rent” shall mean all Basic Rent and Additional Rent.

     e.     Taxes and Other Charges for Which Subtenant Is Directly Responsible. Subtenant shall be liable for and shall pay before delinquency, taxes levied against Subtenant’s equipment, furniture, fixtures and any other personal property located in or about the Sublease Premises. If any such taxes on Subtenant’s equipment, furniture, fixtures and any other personal property are levied against Sublandlord or Sublandlord’s property or if the assessed value of Sublandlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Sublandlord pays the taxes based upon such increased assessment, which Sublandlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Subtenant, Subtenant shall upon demand repay to Sublandlord the taxes so levied against Sublandlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be. If the tenant improvements in the Sublease Premises, whether installed and/or paid for by Sublandlord or Subtenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to “building standard” (which shall be deemed to equal $45.00 per rentable square foot of the Sublease Premises for purpose of this subsection) in other space in the Premises are assessed, then the Taxes levied against Sublandlord or the Premises by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Subtenant.

5.     Intentionally Deleted.

6.     Use.

     a.     General. The Sublease Premises shall be used for general office use and shall not be used or permitted to be used for any other purpose without the prior written consent of Sublandlord and Landlord, which consent may be withheld in Sublandlord’s or Landlord’s sole discretion, as the case may be. All provisions of the Lease further restricting (but not expanding) the use of the Premises (including, without limitation, Article 5 of the Lease) shall apply to the Subtenant.

     b.     Common Areas. Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges and agrees that a majority of the Common Areas has been reserved for the exclusive use of Sublandlord and Subtenant shall have no rights to use any portions of the Commons Areas located within the project of which the Buildings are a part except for the right to use the common hallway and restrooms on the floor containing the Sublease Premises, the exterior entry way and stairs to the

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Subtenant Premises, a shower room to be provided by Sublandlord, the freight elevator of the Building together with the freight elevator lobby and the designated Subtenant Parking Area as initially depicted on Exhibit “E” attached hereto and made a part hereof. Subject to the foregoing and Sublandlord’s reasonable rules and regulations and security requirements and applicable laws, Subtenant shall have access to the Sublease Premises 24 hours a day, 7 days a week.

     c.     Parking.

          (1) Subtenant Parking Area and Charges. During the entire Term of this Sublease, subject to Subtenant’s compliance with the terms and conditions set forth in Article 28 of the Lease, Subtenant shall rent from Sublandlord on an exclusive basis a portion of the parking facilities serving the Building (the “Existing Parking Facilities”) as designated by Sublandlord and reasonably approved by Subtenant provided that the parking area designated by Sublandlord must have no less than 53 designated spaces, Subtenant may re-stripe such spaces and Subtenant may use aisles of such designated area to stack vehicles, provided, however, if Sublandlord and Subtenant are unable to agree on such a parking area, the area designated on Exhibit “E” attached hereto and made a part hereof shall be deemed to be such area (the “Subtenant Parking Area”) and Subtenant shall have the obligation to pay for the Subtenant Parking Area regardless of whether all spaces contained therein are actually used by Subtenant; provide, however, Sublandlord hereby reserves the right, at Sublandlord’s request from time to time during the Term, to alter and/or segregate the Subtenant Parking Area from the remainder of the Existing Parking Facilities (it being agreed that Sublandlord shall be entitled to secure and/or partition the Subtenant Parking Area from the areas in the Existing Parking Facilities being utilized by Sublandlord) subject to the reasonable approval of Subtenant and so long as the Subtenant Parking Area contains at least 53 designated spaces; provided, further, however, during any construction of “Building 3” as that term is defined in the Lease, including without limitation, any surface parking lot on the Building 3 pad at the commencement of the Term, Subtenant acknowledges that Sublandlord and/or Landlord shall have the right to park Playa Vista Visitor Center and visitors in the Subtenant Parking Area. During the first year of this Sublease, commencing on the Commencement Date, Subtenant shall pay, as consideration for the Subtenant Parking Area, $2,805 per month (the “Parking Charge”) together with all applicable parking taxes, which amounts shall be payable in advance with Subtenant’s payment of monthly Basic Rent. The Parking Charge shall include access to valet assist attendant services during Business Hours. Commencing on the first (1^st) anniversary of the Commencement Date and on each anniversary thereafter, the Parking Charge shall increase by three percent (3%) from the Parking Charge previously in effect. No deductions from the Parking Charge shall be given for days on which Subtenant does not utilize any of its parking spaces. Subtenant may, from time to time request additional space for parking, and if Sublandlord shall provide the same, at Sublandlord’s sole discretion, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established by Sublandlord from time to time.

          (2) Restriping and Neighborhood Electric Vehicles. Subtenant shall have the right, at its sole cost and expense, to restripe and/or number spaces of the Subtenant Parking Area to (a) assign specific spaces to its employees and/or label spaces as visitor parking, (b) provide for additional or different handicap parking within the Subtenant Parking Area, (c) designate parking spaces for Subtenant’s fleet of neighborhood electric vehicles (the “GEM Fleet”), and (d) otherwise maximize the utility of the Subtenant Parking Area; provided, however, that any such restriping activities shall not interfere with the balance of Sublandlord’s parking facility, including ingress thereto or egress therefrom, or result in a net reduction of parking spaces for purposes of complying with any laws, ordinances or regulations pertaining to the Buildings or any net reduction in handicap parking spaces. Sublandlord shall permit Subtenant to connect up to fifteen (15) GEM Fleet vehicles into Building power supply outlets

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located in the Subtenant Parking Area for purposes of recharging those vehicles, the power costs for which shall be deemed included in the Parking Charge.

          (3) Parking Rules and Regulations. Subtenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Existing Parking Facilities. Sublandlord (and Landlord, as the case may be) reserves the right to adopt, modify and enforce reasonable rules (“Parking Rules”) governing the use of the Existing Parking Facilities from time to time including any key-card, sticker or other identification or entrance system and hours of operation. Sublandlord (or Landlord, as the case may be) may refuse to permit any person who violates such rules to park in the Existing Parking Facilities, and any violation of the Parking Rules shall subject the car to removal from the Existing Parking Facilities. Except with respect to the Subtenant Parking Area, any additional parking spaces outside of the Subtenant Parking Area shall be provided on a non-designated “first-come, first-served” basis. Subtenant acknowledges that Sublandlord (and Landlord, as the case may be) has no liability for claims arising through acts or omissions of any parking operator of the Existing Parking Facilities, if any. Sublandlord (and Landlord, as the case may be) shall have no liability whatsoever for any damage to items located in the Existing Parking Facilities, nor for any personal injuries or death arising out of any matter relating to the Existing Parking Facilities, and in all events, Subtenant agrees to look first to its insurance carrier and to require that Subtenant’s employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Existing Parking Facilities. For portions of the Existing Parking Facilities located outside of the Subtenant Parking Area, Sublandlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other subtenants, guests of subtenants or other parties, which assignment and reservation or spaces may be relocated as determined by Sublandlord from time to time, and Subtenant and persons designated by Subtenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Subtenant acknowledges that the Existing Parking Facilities may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Existing Parking Facilities, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the reasonable control of Sublandlord (or Landlord, as the case may be) or any parking operator.

          (4) Additional Remedies for Default. In addition to any rights and remedies that Sublandlord may have for a default under this Sublease, if Subtenant shall be in default under this Section, Sublandlord (or Landlord or the parking operator, as the case may be) shall have the right to remove from the Existing Parking Facilities any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever.

     d.     Signage. Subtenant shall be permitted to have identity signage at each entrance to the Sublease Premises and reasonable amounts of directional signage as reasonably approved by Sublandlord; provided, however, Subtenant shall be responsible for all costs and expenses incurred in having such signage installed and/or changed. Subtenant’s identifying signage on such floor shall be located at the exterior entrance to the Sublease Premises and the Sublease Premises’ interior entry doors, at Subtenant’s sole cost and expense; such signage shall comply with and shall be subject to Sublandlord’s prior approval. Except as expressly provided in this Section 6(d), Subtenant may not install any signs, notices, logos, pictures, names or advertisements on the exterior or roof of the Building or the Common Areas of the Buildings or the real property or anywhere which can be seen from outside the Sublease Premises. Any signs, window coverings, or blinds (even if the same are located behind the Sublandlord approved window coverings for the Building), or other items visible from the exterior of the Sublease Premises or Buildings are subject to the prior approval of Sublandlord, in its sole discretion. Any such signs, notices,

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logos, pictures, names, advertisements, window coverings, blinds or other items visible from the exterior of the Sublease Premises or Building which are installed and that have not been individually approved by Sublandlord pursuant to this Section 6(d) or otherwise may be removed without notice by Landlord at the sole expense of Subtenant.

     e.     Rules and Regulations. In addition to the Rules and Regulations attached to the Lease as Exhibit “B,” Subtenant shall comply with the rules and regulations attached hereto as Exhibit “G” and such other reasonable rules and regulations adopted by Sublandlord (or Landlord, as the case may be) from time to time. Subtenant shall also cause its agents, contractors, subcontractors, employees, customers and subtenants to comply with all rules and regulations.

     f.     Leasehold Improvements. With the exception of Subtenant’s trade fixtures, which shall remain the property of Subtenant solely and exclusively, all improvements affixed to the Sublease Premises (collectively, “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Sublease Premises without compensation to Subtenant. However, Landlord and/or Sublandlord, by written notice to Subtenant within thirty (30) days prior to the Expiration Date, may require Subtenant to remove, at Subtenant’s expense: (1) Cable (defined in Section 6(g)(1)) installed by or for the exclusive benefit of Subtenant and located in the Sublease Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Subtenant and, in Landlord’s and/or Sublandlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord and/or Sublandlord shall be removed by Subtenant before the Expiration Date. Subtenant shall repair damage caused by the installation or removal of Required Removables. If Subtenant fails to remove any Required Removables or perform related repairs in a timely manner, Sublandlord, at Subtenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Subtenant, within thirty (30) days after receipt of an invoice, shall reimburse Sublandlord for the reasonable costs incurred by Sublandlord. Notwithstanding the foregoing, Subtenant, at the time it requests approval for a proposed Alteration (defined in Section 6(g)(2)), may request in writing that Sublandlord advise Subtenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within fifteen (15) days after receipt of Subtenant’s request, Sublandlord shall advise Subtenant in writing as to which portions of the Alteration, if any, will be considered to be Required Removables.

     g.     Repairs and Alterations.

          (1) Subtenant’s Repair Obligations. Subtenant shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Sublease Premises that are not Sublandlord’s express responsibility under this Sublease, and shall keep the Sublease Premises in good condition and repair, reasonable wear and tear excepted. Subtenant’s repair obligations include, without limitation, repairs to: (i) floor covering; (ii) interior partitions; (iii) interior doors within, and entry doors to, the Sublease Premises; (iv) the interior side of demising walls; (v) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the exclusive benefit of Subtenant and located in the Sublease Premises or other portions of the Building; (vi) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, and similar facilities serving Subtenant exclusively; and (vii) Alterations performed by contractors retained by Subtenant, including related HVAC balancing. All work shall be performed in accordance with the rules and procedures described in Section 6(g)(2) below. Because of the location of the Sublease Premises in the Building and the importance to Sublandlord of maintaining the appearance of the Building in a first class condition, in

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no event shall Subtenant permit personal property in the Sublease Premises or any improvements, alterations, additions or changes to the Sublease Premises which are visible from the exterior of the Sublease Premises to create a condition or appearance which is inconsistent with the nature of the Building as a first class office building. If Subtenant fails to make any repairs to or to otherwise maintain the Sublease Premises for more than fifteen (15) days after notice from Sublandlord or Landlord, as the case may be (although notice shall not be required if there is an emergency), Sublandlord may make the repairs, and Subtenant shall pay the reasonable cost of the repairs to Sublandlord within thirty (30) days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the cost of the repairs.

          (2) Alterations. Subtenant shall not make alterations, additions or improvements to the Sublease Premises or install any Cable in the Sublease Premises or other portions of the Building (collectively referred to as “Alterations”) without first obtaining the written consent of Sublandlord in each instance, which consent shall not be unreasonably withheld or delayed, and Landlord’s consent when and as required under the Lease. However, Sublandlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (i) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (ii) is not visible from the exterior of the Sublease Premises or Building; (iii) will not affect the systems or structure of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling of the Sublease Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section 6(g)(2). Prior to starting work, Subtenant shall furnish Sublandlord and Landlord with plans and specifications reasonably acceptable to Landlord and Sublandlord; names of contractors reasonably acceptable to Landlord and Sublandlord (provided that Landlord or Sublandlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and Sublandlord; and any security for performance that is reasonably required by Landlord or Sublandlord. Changes to the plans and specifications must also be submitted to Landlord and Sublandlord for their approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord or Sublandlord as the minimum standard for the Building. Landlord and Sublandlord may designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when Alterations may be performed. Subtenant shall reimburse Sublandlord within thirty (30) days after receipt of an invoice for sums paid by Sublandlord or Landlord for third party examination of Subtenant’s plans for non-Cosmetic Alterations. In addition, within thirty (30) days after receipt of an invoice from Sublandlord, Subtenant shall pay Sublandlord a fee for Sublandlord’s and/or Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 3% of the cost of the non-Cosmetic Alterations. Upon completion, Subtenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of lien in recordable form, and receipted bills covering all labor and materials. Subtenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord’s and Sublandlord’s approval of an Alteration shall not be a representation by Landlord and/or Sublandlord that the Alteration complies with applicable Laws or will be adequate for Subtenant’s use. In connection with any Alterations, Subtenant shall indemnify, protect, defend and hold harmless Sublandlord and Landlord (and their respective directors, officers, agents, representatives, employees and occupants) from and against all claims, including any action or proceedings brought thereon, and all costs, losses, expenses and liabilities (including reasonable attorneys’ fees and costs of suit) arising from or as a result of the performance of such work on or about the Sublease Premises. As noted above , the Initial Improvements shall be completed in accordance with the terms of the Work Letter attached hereto as Exhibit “B” rather than the terms of this Section 6(g).

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     h.     Renovations. Subtenant hereby acknowledges that Sublandlord and/or Landlord may during the Term substantially renovate, improve, alter, or modify the real property underlying and adjacent to Building (“Property”), the Common Areas and/or Buildings, and/or portions thereof, and/or that Landlord and/or Sublandlord may construct a new building on portions of the Property adjacent to the Buildings (in any such events, the “Renovations”), which Renovations may include, without limitation, certain alterations, improvements, modifications and/or renovations to the parking structure and Common Areas. In connection with any Renovations, Landlord and/or Sublandlord may (or may permit), among other things, scaffolding or other necessary structures to be erected on or about the Property, or portions thereof, limit or eliminate access to portions of the Property, including portions of the Common Areas (including, without limitation, the “field”), and/or perform work on or about the Property, or any portion thereof, which work may create noise, dust or leave debris in, on or about the Property, or certain portions thereof. Subtenant hereby agrees that such Renovations and Landlord’s and/or Sublandlord’s actions in connection with such Renovations shall in no way constitute a constructive eviction of Subtenant nor entitle Subtenant to any abatement of Rent. Landlord and Sublandlord shall have no responsibility or for any reason be liable to Subtenant for any direct or indirect injury to or interference with Subtenant’s business arising from the Renovations, nor shall Subtenant be entitled to any compensation or damages from Landlord or Sublandlord resulting from the Renovations or Landlord’s and/or Sublandlord’s actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations.

     i.     Excepted Rights. This Sublease does not grant any rights to light or air over or about the Buildings. Sublandlord excepts and reserves exclusively to itself the use of: (1) roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas that are used by Sublandlord for the provision of Building services, (4) rights to the land and improvements below the floor of the Sublease Premises, (5) the improvements and air rights above the Sublease Premises, (6) the improvements and air rights outside the demising walls of the Sublease Premises, and (7) the areas within the Sublease Premises used for the installation of utility lines and other installations serving occupants of the Buildings. Sublandlord has the right to change the Building’s or Property’s name or address. Landlord and/or Sublandlord also has the right to make such other changes to the Property and Buildings as Landlord and/or Sublandlord deems appropriate, provided the changes do not materially affect Subtenant’s ability to use the Sublease Premises for the Permitted Use. Landlord and/or Sublandlord shall also have the right (but not the obligation) to temporarily close the Building if Landlord and/or Sublandlord reasonably determine that there is an imminent danger of significant damage to the Building or of personal injury to Landlord’s and/or Sublandlord’s employees or the occupants of the Building. The circumstances under which Landlord and/or Sublandlord may temporarily close the Building shall include, without limitation, electrical interruptions, hurricanes and civil disturbances. A closure of the Building under such circumstances shall not constitute a constructive eviction nor entitle Subtenant to an abatement or reduction of Rent. Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building or any other portion of the Property shall in no manner affect this Sublease or impose any liability whatsoever on Sublandlord. Subtenant acknowledges that construction activities may continue to occur at or near the Property and that occupants of the Building may encounter certain inconveniences related to such activities, such as noise, vibration and dust. Such activities shall in no manner affect this Sublease or impose any liability whatsoever on Sublandlord.

     j.     Surrender of Sublease Premises. At the expiration or earlier termination of this Sublease or Subtenant’s right of possession, Subtenant shall remove Subtenant’s Property (defined in Section 19(b)) from the Sublease Premises, and quit and surrender the Sublease Premises to Sublandlord, broom clean, and in good order, condition and repair, ordinary wear and tear excepted. Subtenant shall also be required to remove the Required Removables in accordance with Section 6(f) above. If Subtenant fails to remove any of Subtenant’s Property on or before the termination of this Sublease or of Subtenant’s right to

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possession, Sublandlord, at Subtenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Subtenant’s Property. Sublandlord shall not be responsible for the value, preservation or safekeeping of Subtenant’s Property. Subtenant shall pay Sublandlord, upon demand, the expenses and storage charges incurred for Subtenant’s Property. In addition, if Subtenant fails to remove Subtenant’s Property from the Sublease Premises or storage, as the case may be, within thirty (30) days after written notice, Sublandlord may deem all or any part of Subtenant’s Property to be abandoned, and title to Subtenant’s Property shall be deemed to be immediately vested in Sublandlord.

     k.     Development of the Property.

          (1) Subdivision. Landlord and/or Sublandlord reserve the right to subdivide all or a portion of the Buildings and Common Areas. Subtenant agrees to execute and deliver, upon demand by Landlord and/or Sublandlord and in the form requested by Landlord and/or Sublandlord, any additional documents needed to conform this Sublease to the circumstances resulting from a subdivision and any all maps in connection therewith.

          (2) The Other Improvements. If portions of the Property or property adjacent to the Property (collectively, the “Other Improvements”) are owned by an entity other than Landlord and/or Sublandlord, Landlord and/or Sublandlord, at its option, may enter into an agreement with the owner or owners of any of the Other Improvements to provide (i) for reciprocal rights of access, use and/or enjoyment of the Property and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Property and all or any portion of the Other Improvements, (iii) for the use or improvement of the Other Improvements and/or the Property in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Property, and (iv) for any other matter which Landlord and/or Sublandlord deems necessary. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s and/or Sublandlord’s right to sell all or any portion of the Property or any other of Landlord’s and/or Sublandlord’s rights described in this Sublease.

          (3) Construction of Property and Other Improvements. Subtenant acknowledges that portions of the Property and/or the Other Improvements may be under construction following Subtenant’s occupancy of the Sublease Premises, and that such construction may result in levels of noise and dust which are in excess of that present in a fully constructed project. Sublandlord agrees not to interfere with Subtenant’s access to the Sublease Premises and to use commercially reasonable efforts to minimize interference with Subtenant’s use of the Sublease Premises in connection with Sublandlord’s build out of its premises. Subtenant hereby waives any and all rent offsets or claims of constructive eviction which may arise in connection with such construction, except as provided in the Lease as incorporated herein.

7.     Services.

     a.     Services Furnished. Sublandlord agrees to furnish Subtenant with the following services: (i) water service for use in the lavatories on the floor on which the Sublease Premises are located and for use in a typical office kitchen and/or typical office lounges within the Sublease Premises; (ii) heat and air conditioning during Business Hours, at such temperatures and in such amounts as are standard for comparable buildings or as required by governmental authority. Subtenant, upon such advance notice as is reasonably required by Sublandlord, shall have the right to receive HVAC service during non-Business Hours; provided, however, Subtenant shall pay Sublandlord, within ten (10) days after receipt of an invoice therefor, the standard charge for the additional service as reasonably determined by Sublandlord from time to time; (iii) maintenance and repair of the Sublease Premises as described in Section 7.1 of the Lease; (iv) janitor service on non-Holidays; provided, however, if Subtenant’s use, floor covering or other improvements require special services in excess of the standard services provided in comparable

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buildings, Subtenant shall pay to Landlord, within ten (10) days after receipt of an invoice therefor, the additional cost attributable to the special services; (v) elevator service at all times (subject to temporary interruptions in connection with repairs, maintenance and/or other improvements) and freight elevator service during Business Hours; provided, however, Subtenant, upon such advance notice as is reasonably required by Sublandlord, shall have the right to receive freight elevator service during non-Business Hours and Subtenant shall pay Landlord, within ten (10) days after receipt of an invoice therefor, the standard charge for the additional service as reasonably determined by Sublandlord from time to time; (vi) subject to the terms and conditions in Section 6.1.2 of the Lease and the terms and limitations set forth in Section 7(b) below, electricity to the Sublease Premises for general office use; (vii) access control services for the Building seven (7) days per week, twenty-four (24) hours per day, in a manner consistent with comparable first-class low-rise office buildings in Santa Monica; provided, however, notwithstanding the foregoing, Sublandlord shall in no case be liable for personal injury or property damage for any error with regard to the admission to or exclusion from the Building of any person; provided, further, however, in no event shall Sublandlord be liable to Subtenant for any loss or damage, including the theft of Subtenant’s Property (as defined below), arising out of or in connection with the failure of any security services, personnel or equipment; and (viii) such other services as Sublandlord reasonably determines are necessary or appropriate for the Building or Premises.

     b.     Electrical Usage.

          (1) Electrical service to the Sublease Premises may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components or separate charges for such services, such as generation, distribution and stranded cost charges. Sublandlord shall have the exclusive right to select any company providing electrical service to the Sublease Premises, to aggregate the electrical service for the Sublease Premises with the Premises, to purchase electricity through a broker and/or buyers group and to change the providers and manner of purchasing electricity.

          (2) Subtenant’s electrical usage shall comply with the following: the connected electrical load of Subtenant’s lighting and incidental use equipment shall not exceed an average of four (4) watts per rentable square foot of the Sublease Premises during the Business Hours (“Base Line Electrical”), calculated on a monthly basis, and the electricity so furnished will be at a nominal one hundred twenty (120) volts and no electrical circuit for the supply of such incidental use equipment will require a current capacity exceeding twenty (20) amperes. Sublandlord shall furnish electrical service to the Sublease Premises and Subtenant acknowledges that the capacity of the Building electrical system is set forth in Section 6.1.2 of the Lease. The Base Line Electrical being furnished to Subtenant shall be provided at Sublandlord’s sole cost and expense. If Subtenant requires electrical service in excess of the foregoing, Sublandlord may condition consent upon conditions that Sublandlord reasonably elects (including, without limitation, the installation of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional usage (to the extent permitted by Law), installation and maintenance costs shall be paid by Subtenant. Sublandlord shall have the right to separately meter electrical usage for the Sublease Premises and to measure electrical usage by survey or other commonly accepted methods.

8.     Lease. As applied to this Sublease, the words “Landlord” and “Tenant” as used in the Lease shall be deemed to refer to Sublandlord and Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in all respects to the terms of, and the rights of Landlord under the Lease. A copy of the Lease is attached hereto as Exhibit “F”. Subtenant confirms that it has read the Lease and is familiar with the terms and provisions thereof. Except as otherwise expressly provided herein, the covenants, agreements, terms, provisions and conditions of the Lease insofar as they relate to the Sublease Premises and insofar

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as they are not inconsistent with the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of Landlord and the Tenant under the Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively except that the time limits contained in the Lease for the giving of notices, making of demands, or performing of any act, condition or covenant on the part of Subtenant as tenant under the Lease or for the exercise by Sublandlord as landlord under the Lease of any right, remedy or option, are changed for the purposes of incorporation herein by shortening the same in each instance by two (2) business days so that in each instance Subtenant shall have two (2) business days less time to observe or perform under this Sublease than Sublandlord has as tenant under the Lease. As between the parties hereto only, in the event of a conflict between the terms of the Lease and the terms of this Sublease, the terms of this Sublease shall control only to the extent they are inconsistent with the terms of the Lease and their respective counterpart provisions in the Lease shall be excluded only to such extent.

9.     Excluded Lease Provisions. Notwithstanding anything to the contrary herein, the following provisions of the Lease shall not apply to this Sublease: (a) Summary of Basic Lease Information, Sections 1, 2, 3, 4, 5, 6.3 and 7-12; (b) Lease, Sections 1.1.1, 1.1.2 (first sentence and third sentence after the first appearance of the words “Building 3” only) and 1.1.3, Articles 2 and 3, Sections 4.1-4.4, 4.6-4.8, 6.1 (except for the definition of “Building Hours” and “Holidays” and the first sentence of Section 6.1.2), 6.2, 6.5, 7.2, 8.1, 8.2 (only that portion of the first sentence beginning “provided, however” through the end of the sentence), 8.6, 10.2.2 and 10.6, Articles 14, 16 and 18 (only the requirement to deliver a Non-Disturbance Agreement), Section 19.1.1, Article 21 (but Subtenant acknowledges that Landlord may during the Term, at its discretion, construct a building or buildings on property adjacent to the Buildings), Sections 23.1, 23.2 and 23.5, Articles 25 (first sentence only), 27 and 28, and Sections 29.5, 29.11, 29.12, 29.14, 29.20, 29.25.2-29.25.6, 29.34, 29.35 and 29.36; and (c) Lease, Exhibits “A,” “C,” “D”, “F,” “G,” “H,” “I,” “J,” “L,” “M” and “N”.

10.     Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord is not in a position to render certain of the services or to perform certain of the obligations required by Sublandlord by the terms of this Sublease. Therefore, except as expressly set forth herein, Subtenant agrees that performance by Sublandlord of its obligations with respect to those items are subject to due performance by Landlord of its corresponding obligations under the Lease and Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease. Subtenant shall not have any claim against Sublandlord by reason of Landlord’s failure or refusal to comply with any of the provisions of the Lease, unless such failure or refusal is a result of Sublandlord’s act or failure to act, and Subtenant shall pay Basic Rent, Additional Rent and all other charges provided for herein without any abatement, deduction or set-off whatsoever. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” thereunder. Whenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Lease, Sublandlord agrees to use commercially reasonable efforts to obtain such consent (as more specifically provided in Section 12, below) and/or performance on behalf of Subtenant. So long as Subtenant is not in default under this Sublease, Sublandlord covenants as follows: (i) not to voluntarily terminate the Lease (except in the event of damage or destruction or condemnation and in accordance with Sublandlord’s rights under the Lease or in any other manner in which Subtenant’s rights hereunder are preserved); (ii) not to modify the Lease so as to adversely affect Subtenant’s rights hereunder; and (iii) to take all commercially reasonable actions necessary to preserve the Lease. Sublandlord shall indemnify, defend and hold Subtenant harmless from all claims, costs and liabilities, including reasonable attorneys’

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fees and costs, arising out of or in connection with the breach by Sublandlord of any of the covenants set forth in the immediately preceding sentence. If Sublandlord fails, after using reasonable efforts, to cause Landlord under the Lease to observe and/or perform its obligations under the Lease, Subtenant shall have the right, in Sublandlord’s name, to seek to enforce the Lease against Landlord and Sublandlord, upon Subtenant’s reasonable request and at Subtenant’s sole cost and expense, shall reasonably cooperate with Subtenant in this regard. Subtenant shall defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with any such action by Subtenant, unless such actions are required as a result of Sublandlord’s breach of any of its covenants set forth in items (i) - (iii) above. Subtenant agrees that except as otherwise expressly provided herein, Sublandlord shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the rights or obligations of Sublandlord under the Lease for which Subtenant is or may be responsible under this Sublease or by which Subtenant may be bound.

11.     Sublandlord’s Liability. Sublandlord’s partners, officers, directors, shareholders, employees and agents shall not be liable to Subtenant under any circumstance. Subtenant waives all claims against Sublandlord for any injury or damage to any person or property in or about the Sublease Premises to the extent of insurance proceeds to which Subtenant is entitled to receive, except injury or damage caused by the gross negligence or intentional misconduct of Sublandlord or its agents or employees; provided, further, Subtenant shall be deemed to be entitled to receive insurance proceeds for the policy amount of insurance Subtenant is required to obtain pursuant to the terms of this Sublease regardless of whether Subtenant actually obtains such insurance.

12.     Consents. All references in this Sublease to the consent or approval of Landlord and/or Sublandlord shall be deemed to mean the written consent or approval of Landlord and/or Sublandlord, as the case may be, and no consent or approval of Landlord and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord and/or Sublandlord, as the case may be. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sublease or the terms of the Lease incorporated herein), Subtenant shall be required to obtain the approval or consent of Landlord and then to obtain like approval or consent of Sublandlord; provided, however, that: (a) application for Sublandlord’s approval or consent may be submitted by Subtenant prior to receipt of Landlord’s approval or consent; (b) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof, but need not respond prior to receipt from Landlord of its consent; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt by Subtenant of Landlord’s unconditional approval or consent to such application. If Sublandlord is required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Landlord’s consent or approval upon and subject to the following terms and conditions: (i) Subtenant shall reimburse Sublandlord for any out-of-pocket costs incurred by Sublandlord in connection with seeking such consent or approval; (ii) Sublandlord shall not be required to make any payments to Landlord or to enter into any agreements or to modify the Lease or this Sublease in order to obtain any such consent or approval; and (iii) if Subtenant agrees or is otherwise obligated to make any payments to Sublandlord or Landlord in connection with such request for such consent or approval, Subtenant shall have made arrangements for such payments which are reasonably satisfactory to Sublandlord. If Subtenant asks Sublandlord in writing to request Landlord to give Landlord’s consent or approval in any situation where such consent or approval is required hereunder or under the Lease, if such request contains the form and substance of the request prepared for Sublandlord’s signature and is reasonably acceptable to Sublandlord, Sublandlord shall promptly request such consent or approval from Landlord. Nothing contained in this Section 12 shall be deemed to require Sublandlord to give any consent or approval because Landlord has given such consent or approval. Whenever either party to this

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Sublease agrees not to unreasonably withhold its consent, such consent shall also not be unreasonably delayed or conditioned.

13.     Consent of Landlord. This Sublease shall not be effective until Landlord has signed and delivered to Sublandlord and Subtenant a consent and recognition to this Sublease (the “Consent”) on a form reasonably approved by Subtenant, which Consent shall include a covenant of non-disturbance in the event of a termination of the Lease as a result of default by Sublandlord. Promptly following execution and delivery hereof, Sublandlord will submit this Sublease to Landlord for such consent. Subtenant agrees that it shall cooperate in good faith with Sublandlord and shall comply with any reasonable request made of Subtenant by Sublandlord or Landlord in connection with the procurement of the Consent. In the event, for any reason whatsoever, the Consent is not delivered to Sublandlord within thirty (30) days after Sublandlord’s request therefor from Landlord, Sublandlord may, in its sole discretion, cancel this Sublease by giving written notice to Subtenant before the Consent is actually delivered to Sublandlord.

14.     Effect of Sublease and Landlord’s Consent. Notwithstanding this Sublease and any consent of Landlord to this Sublease:

     a.     Such consent to this Sublease will not release Sublandlord of its obligations or alter the primary liability of Sublandlord to pay the rent and perform and comply with all of the obligations of Sublandlord to be performed under the Lease. By Landlord’s consent hereto, Landlord does not consent or agree to any modifications of the Lease;

     b.     The acceptance of rent or any other sums by Landlord from Subtenant and/or anyone else liable under the Lease shall not be deemed a waiver by Landlord of any provisions of the Lease;

     c.     Landlord’s consent to this Sublease shall not constitute a consent to any subsequent subletting or assignment;

     d.     In the event of any default of Sublandlord under the Lease, Landlord may proceed directly against Sublandlord or anyone else liable under the Lease without first exhausting Landlord’s remedies against any other person or entity liable thereon to Landlord; and

     e.     Landlord does not agree to attorn to Subtenant upon a termination of the Lease. In the event Landlord succeeds to Sublandlord’s interest under the Lease, whether as a result of a default under the Lease and in termination thereof or otherwise, then Landlord, at its option and without being obligated to do so, may require Subtenant to attorn to Landlord. In such event (but not otherwise), Landlord shall undertake the obligations of Sublandlord under this Sublease from the time of the exercise of said option to terminate this Sublease, but Landlord shall not be liable for any prepaid rents or any security deposit paid by Subtenant, nor shall Landlord be liable for any other defaults of Sublandlord under this Sublease. In the event the Lease is terminated and if Landlord does not require Subtenant to attorn to Landlord, Subtenant shall have no further right to possession of the Sublease Premises.

15.     Subtenant Default. Notwithstanding anything to the contrary in the Lease, as used in this Sublease, the term “Monetary Default” shall mean Subtenant’s failure to pay when due all or any portion of the Rent, if the failure continues for three (3) days after written notice to Subtenant; provided, however, that such notice shall be in lieu of and not in addition to any notice required under California Code of Civil Procedure § 1161.

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16.     Entry Into Sublease Premises. Notwithstanding anything to the contrary in the Lease, Sublandlord (and Landlord) and their agents, contractors and representatives may enter the Sublease Premises to inspect or show the Sublease Premises, to clean and make repairs, alterations or additions to the Sublease Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building, including other subtenants’ premises. Except in emergencies or to provide janitorial and other services after Business Hours, Sublandlord (and Landlord, as the case may be) shall provide Subtenant with reasonable prior notice of entry into the Sublease Premises. If reasonably necessary for the protection and safety of Subtenant and its employees, Sublandlord (or Landlord, as the case may be) shall have the right to temporarily close all or a portion of the Sublease Premises to perform repairs, alterations and additions. However, except in emergencies, Sublandlord will not close the Sublease Premises if the work can reasonably be completed on weekends and after Business Hours. Entry by Sublandlord (or Landlord, as the case may be) shall not constitute constructive eviction or entitle Subtenant to an abatement or reduction of Rent.

17.     Notices. Any and all notices, approvals or demands required or permitted under this Sublease shall be in writing, shall be served either personally, by United States certified mail, postage prepaid, return receipt requested or by reputable overnight carrier and, shall be deemed to have been given or made on the day on which it was received and shall be addressed to the parties at the addresses set forth below. Any party may, from time to time, by like notice, give notice of any change of address, and in such event, the address of such party shall be deemed to have been changed accordingly. The address for each party is:

If to Sublandlord:	Electronic Arts Inc.
	5570 Lincoln Boulevard
	Los Angeles, California 90066
	Attention: Head of Facilities and COO EALA
and	Electronic Arts Inc.
	209 Redwood Shores Parkway
	Redwood City, California 94065
	Attention: General Counsel
and	Electronic Arts Inc.
	209 Redwood Shores Parkway
	Redwood City, California 94065
	Attention: Senior Director of Facilities and Corporate Services
If to Subtenant:	Prior to the Commencement Date:
	Playa Capital Company, LLC
	12555 West Jefferson Boulevard, Suite 300
	Los Angeles, California 90066
	Attention: Mr. Steve Soboroff, President
	On and after the Commencement Date:
	At the Premises.
	Attn: Mr. Steve Soboroff, President

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18.     Brokers. Sublandlord and Subtenant warrant to each other and to Landlord that each has had no dealings with any real estate broker or agent in connection with the negotiation of this Sublease, other than CRESA Partners (on behalf of Sublandlord) and Cushman & Wakefield of California, Inc. (on behalf of Subtenant) (collectively, the “Brokers”), and that neither Sublandlord nor Subtenant knows of any real estate broker or agent (other than the Brokers) who is or might be entitled to a commission in connection with this Sublease. In connection with this Sublease, Cushman & Wakefield of California, Inc. shall be paid a commission by Sublandlord (or Landlord, as the case may be) pursuant to a separate written agreement. Sublandlord and Subtenant each hereby agree to indemnify, defend and hold harmless the other from and against any losses, causes of action, liabilities, damages, claims, demands, costs and expenses (including reasonable attorneys’ fees and costs) incurred, or to be incurred, by reason of any breach of the foregoing warranty by either party hereto with respect to any such dealings with any and all real estate broker(s) or agent(s), other than Brokers.

19.     Insurance.

     a.     Proceeds and Awards. Notwithstanding anything contained in the Lease to the contrary, as between Sublandlord and Subtenant only, all insurance proceeds (other than those proceeds paid out on insurance obtained by Subtenant) or condemnation awards received by Sublandlord under the Lease shall be deemed to be the property of Sublandlord.

     b.     Requirements. Subtenant shall comply with all of the insurance requirements and obligations of Sublandlord (applicable to the Sublease Premises), as tenant under the Lease, and shall, whether required by the Lease or not, name Landlord and Sublandlord as additional insureds, as their interests may appear, on all policies of insurance required to be carried by Subtenant hereunder or thereunder. Notwithstanding the foregoing and anything to the contrary in the Lease, the required coverages and limits of insurance shall be as follows: (a) Commercial General Liability Insurance applicable to the Sublease Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $3,000,000.00; (b) All Risk Property Insurance, with coverage for broad form water damage, including earthquake sprinkler leakage, written at replacement cost value and with a replacement cost endorsement covering all of Subtenant’s trade fixtures, equipment, furniture and other personal property within the Sublease Premises (“Subtenant’s Property”); (c) Workers’ Compensation Insurance as required by the State of California and in amounts as may be required by applicable statute; and (d) Employers Liability Coverage of at least $1,000,000.00 per occurrence.

     c.     Waivers of Subrogation. Sublandlord and Subtenant agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation that such companies may have against Sublandlord or Subtenant, as the case may be, so long as the insurance carried by Sublandlord and Subtenant, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Sublandlord and Subtenant hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, or other similar insurance. If either party fails to carry the amounts and types of insurance required to be carried by it pursuant to this Sublease, in addition to any remedies the other party may have under this Sublease, such failure shall be deemed to be a covenant and agreement by such party to self-insure with respect to the type and amount of insurance which such party so failed to carry, with full waiver of subrogation with respect thereto.

20.     Indemnity. Subtenant hereby agrees to indemnify, protect, defend and hold Sublandlord harmless from and against any and all claims, losses and damages including, without limitation, reasonable attorneys’ fees and disbursements, (A) which may at any time be asserted against Sublandlord by (i) Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or

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conditions contained in the Lease which by reason of the provisions of this Sublease Subtenant is obligated to perform, or (ii) any person or entity by reason of Subtenant’s use and/or occupancy of the Sublease Premises, and (B) resulting from any failure by Subtenant to comply with the terms of this Sublease and the Lease, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of Sublandlord. The provisions of this Section 20 shall survive the expiration or earlier termination of the Lease and/or this Sublease, or the failure of Sublandlord to perform its obligations hereunder.

21.     Assignment and Subletting.

     a.     Except in connection with a Permitted Transfer (defined in Section 21(f) below), subject to Landlord’s rights under the Lease, Subtenant shall not assign, sublease, transfer or encumber any interest in this Sublease or, except on a temporary basis (not to exceed 90 days) to invitees of Subtenant without payment to Subtenant, allow any third party to use any portion of the Sublease Premises (collectively or individually, a “Transfer”) without the prior written consent of Sublandlord and Landlord, which consent shall not be unreasonably withheld by Sublandlord if Sublandlord does not elect to exercise its termination rights under Section 21(b) below. Without limitation, it is agreed that Sublandlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; (2) the proposed transferee’s business is not suitable for the Buildings considering the business of Sublandlord and the Buildings’ prestige, or would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or occupant of the Buildings; (4) Subtenant is in default after the expiration of the notice and cure periods in this Sublease; (5) any portion of the Buildings or Sublease Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; or (6) Landlord does not consent to the Transfer. Subtenant shall not be entitled to receive monetary damages based upon a claim that Sublandlord unreasonably withheld its consent to a proposed Transfer and Subtenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Subtenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Sublease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Section shall, at Sublandlord’s option, be void. Consent by Sublandlord to one or more Transfer(s) shall not operate as a waiver of Sublandlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Subtenant from any obligation under this Sublease.

     b.     As part of its request for Sublandlord’s consent to a Transfer, Subtenant shall provide Sublandlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Sublandlord may reasonably request. Sublandlord shall, by written notice to Subtenant within 30 days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Sublandlord or reasonably refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Sublease with respect to the portion of the Sublease Premises that Subtenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Subtenant requested consent. Subtenant shall pay Sublandlord a review fee of $1,250.00 for Sublandlord’s and Landlord’s review of any Permitted Transfer or requested Transfer, provided if Sublandlord’s actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $1,250.00, Subtenant shall reimburse Sublandlord for its actual reasonable costs and expenses in lieu of a fixed review fee.

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     c.     Subtenant shall pay Sublandlord 50% of all rent and other consideration which Subtenant receives as a result of a Transfer that is in excess of the Rent payable to Sublandlord for the portion of the Sublease Premises and Term covered by the Transfer. Subtenant shall pay Sublandlord for Sublandlord’s share of any excess within thirty (30) days after Subtenant’s receipt of such excess consideration. Subtenant may deduct from the excess all reasonable and customary expenses directly incurred by Subtenant attributable to the Transfer (other than Sublandlord’s review fee), including, without limitation, brokerage fees, legal fees and construction costs. If Subtenant is in Monetary Default (defined in Section 15, above), Sublandlord may require that all sublease payments be made directly to Sublandlord, in which case Subtenant shall receive a credit against Rent in the amount of any payments received (less Sublandlord’s share of any excess).

     d.     Except as provided below with respect to a Permitted Transfer, if Subtenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Subtenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed.

     e.     Notwithstanding the foregoing or anything to the contrary herein or in the Lease, Subtenant shall not be permitted to sublease the Sublease Premises or assign this Sublease to a “Competitor” as that term is defined, below, nor shall any Transferee be permitted to use any portion of the Sublease Premises for any “Excluded Use” as that term is defined, below. For purposes of this Sublease, a “Competitor” shall mean (i) any entity which has a primary business of video game development; visual effects for video games, motion pictures or television; or computer software development (collectively, “Competitive Businesses”), or (ii) the division or subdivision of any entity whose primary business at the Sublease Premises shall be a Competitive Business. For purposes of this Lease, “Excluded Use” shall mean retail businesses offering goods and services pursuant to which customers are solicited to come or otherwise are anticipated to come to the Sublease Premises primarily without appointments.

     f.     Subject to the terms of the Lease, Subtenant may assign its entire interest under this Sublease to a successor to Subtenant by purchase, merger, consolidation or reorganization without the consent of Sublandlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (1) Subtenant is not in default under this Sublease; (2) Subtenant’s successor shall own all or substantially all of the assets of Subtenant; (3) Subtenant’s successor shall have a tangible net worth which is at least equal to $10,000,000.00; (4) Subtenant’s successor shall have unrestricted available cash or cash equivalents at least equal to $5,000,000.00; (5) the Permitted Use does not allow the Sublease Premises to be used for an Excluded Use; (6) the Transfer and the Transferee will not violate Section 21(b), above; and (7) Subtenant shall give Sublandlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization. Subtenant’s notice to Sublandlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Sublandlord, Subtenant’s successor shall sign a commercially reasonable form of assumption agreement.

22. Miscellaneous.

     a.     Severability. If any term or provision of this Sublease or the application thereof to any person or circumstances shall, to any extent, be invalid and unenforceable, the remainder of this Sublease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law.

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     b.     Entire Agreement; Waiver. This Sublease contains the entire agreement between the parties hereto and shall be binding upon and inure to the benefit of their respective heirs, representatives, successors and permitted assigns. Any agreement hereinafter made shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment hereof, in whole or in part, unless such agreement is in writing and signed by the parties hereto.

     c.     Further Assurances. The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver, in recordable form if necessary, such further documents, instruments or agreements and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Sublease.

     d.     Attorneys’ Fees. In the event of the bringing of any action or suit by any part or parties hereto against another party or parties hereunder alleging a breach of any of the covenants, conditions, agreements or provisions of this Sublease, the prevailing party or parties shall recover all reasonable costs and expenses of suit including, without limitation, reasonable attorneys’ fees, consultants fees and fees of expert witnesses.

     e.     Defined Terms. All capitalized, defined terms used in this Sublease shall have the same meanings and effect given to them in the Lease unless otherwise defined herein.

     f.     Choice of Law. This Sublease shall be governed by and construed in accordance with the laws of the State of California without regard to choice of law principles.

     g.     Power and Authority. Each of the persons executing this Sublease on behalf of Subtenant and Sublandlord respectively warrant and represent to the other that they have full power and authority to execute this Sublease and bind their respective parties hereto.

     h.     Counterparts. This Sublease may be executed in one or more counterparts, each of which shall be deemed original, and all of which together shall constitute one and the same instrument.

     i.     Relocation. Sublandlord, at its expense, at any time before or during the Term, may relocate Subtenant from the Sublease Premises to reasonably comparable space (“Relocation Space”) within the Building or Buildings within the same project upon 60 days’ prior written notice to Subtenant. From and after the date of the relocation, “Sublease Premises” shall refer to the Relocation Space into which Subtenant has been moved and the Basic Rent and Additional Rent shall be adjusted based on the rentable square footage of the Relocation Space. Sublandlord shall pay Subtenant’s reasonable costs for moving Subtenant’s furniture and equipment and printing and distributing notices to Subtenant’s customers of Subtenant’s change of address and one month’s supply of stationery showing the new address.

[balance of page intentionally left blank – signatures on next page]

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     IN WITNESS WHEREOF, the parties hereto have executed this Sublease to be effective as of the day and year first above written.

“SUBTENANT”:
PLAYA CAPITAL COMPANY, LLC,
a Delaware limited liability company
By:	/s/ Steve Soboroff
	Name: Steve Soboroff
	Its: President
By:	/s/ Patricia T. Sinclair
	Name: Patricia T. Sinclair
	Its: Senior Vice President
“SUBLANDLORD”:
ELECTRONIC ARTS INC.,
a Delaware corporation
By:	/s/ John Batter
	Name: John Batter
	Its: VP and Group General Manager

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EXHIBIT “A”

Sublease Premises

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EXHIBIT “B”

Subtenant Work Letter

     This Work Letter shall set forth the terms and conditions relating to the construction of certain initial improvements in the Sublease Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the Sublease Premises, in sequence, as such issues will arise during the actual construction of the Sublease Premises. All references in this Work Letter to Sections of the “Sublease” shall mean the relevant portions of Sections 1 through 22 of that certain Sublease dated as of July 31, 2003 (the “Sublease”), by and between Sublandlord and Subtenant, to which this Work Letter is attached as Exhibit B and of which this Work Letter forms a part, and all references in this Work Letter to Sections of “this Work Letter” shall mean the relevant portions of Sections 1 through 5 of this Work Letter. Terms used in this Work Letter and not defined herein shall have the same meaning given to such terms in the Sublease.

SECTION 1
DELIVERY OF THE SUBLEASE PREMISES

     Subject to the terms of this Section 1, as set forth in Section 2(b) of the Sublease, the Sublease Premises shall be delivered to Subtenant in its current “as-is, where-is” condition and Sublandlord shall have no obligation to make any alterations, modifications or additions to the Sublease Premises prior to or after delivering the same to Subtenant. Sublandlord, at its sole cost and expense, shall construct the entry stairway, entry doors and signage depicted on Exhibit “D” on or prior to February 1, 2004. Sublandlord, at it sole cost and expense, shall also cause a shower to be installed in the bathrooms located on the first (1st) floor of the Building or such other location as is mutually approved by Sublandlord and Subtenant. Subtenant shall construct the common hallway as shown on Exhibit “A” pursuant to plans and specifications, including finishes, as reasonably approved by Sublandlord and Sublandlord agrees to reimburse Subtenant, in addition to the Improvement Allowance, one-half of the cost thereof subject to a reasonably approved construction budget. Notwithstanding anything to the contrary contained herein, in the event that Sublandlord’s performance of the entry stairway and entry doors is not completed by the later of (i) February 1, 2004, subject to a one day delay for each day of delay resulting from “Force Majeure,” as that term is defined in Section 29.13 of the Lease, and/or Subtenant delays and (ii) the date Subtenant otherwise would have received a certificate of occupancy, or its legal equivalent, for the Sublease Premises, Subtenant shall receive one-half day of free Basic Rent for each day until the date Sublandlord completes the entry stairway and entry doors. In addition, Sublandlord agrees to improve the freight elevator lobby with painted drywall and VCT flooring or as otherwise mutually agreed to by Sublandlord and Subtenant.

SECTION 2
INITIAL IMPROVEMENTS

     2.1 Improvement Allowances.

          2.1.1 Subtenant shall be entitled to a one-time base improvement allowance (the “Base Improvement Allowance”) in an amount up to Forty-Five and No/100 Dollars ($45.00) per rentable square foot of the Sublease Premises (based on a 14% load factor rather than a 5% load factor) (to wit, $865,020.60) for the costs relating to the initial design and construction of Subtenant’s improvements which are permanently affixed to the Sublease Premises (the “Initial Improvements”). Subject to the provisions of Section 2.1.2, below, Subtenant has elected to receive $250,000.00 in additional funds (the “Excess Improvement Allowance”; and collectively, with the Base Improvement Allowance, the “Improvement Allowance”) from Sublandlord for costs of the Initial Improvements. All Initial

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Improvements for which the Improvement Allowance has been made available shall be deemed Sublandlord’s property under the terms of the Sublease. In no event shall Sublandlord be obligated to make disbursements pursuant to this Work Letter (A) in a total amount which exceeds the Improvement Allowance, or (B) for any costs incurred later than December 31, 2004 (the “Outside Improvement Date”). After the Outside Improvement Date, any unused amount of the Base Improvement Allowance shall accrue to the sole benefit of Sublandlord, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewith; provided, however, upon completion of the Initial Improvements, Subtenant shall have the right, exercisable by written notice to Sublandlord within six (6) months following the Commencement Date to apply any unused amount of the Base Improvement Allowance that does not to exceed one-third of the total Base Improvement Allowance (the “Allowance Excess”) as reimbursement from Sublandlord for out-of-pocket costs and expenses actually incurred by Subtenant in connection with Subtenant’s relocation of its business from its prior space to the Sublease Premises and/or Subtenant’s acquisition and installation of furniture, partition systems, furnishings and computer or communications equipment cabling for the Sublease Premises; provided, further, notwithstanding anything in this subsection the contrary, in no event shall the aggregate of any reimbursement received by Subtenant pursuant hereto exceed the Allowance Excess. Any reimbursement from the Allowance Excess shall be paid to Subtenant within thirty-five (35) days after delivery by Subtenant to Sublandlord of the following: (1) written notice describing the nature and amount of Subtenant’s cost or expense; and (2) invoices marked as having been paid or other reasonable evidence in support of such costs and expenses and Subtenant’s payment thereof.

          2.1.2 Additional Allowance. Subtenant has elected to have Sublandlord pay an additional allowance in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Excess Improvement Allowance”) to be utilized for the design and construction of the Initial Improvements plus, notwithstanding anything to the contrary contained herein, for any other purpose related to Subtenant’s move to and occupancy of the Premises. Subtenant shall repay the Excess Improvement Allowance to Sublandlord as follows: concurrently with its payments to Sublandlord of monthly Basic Rent during the Term, Subtenant shall pay to Sublandlord as Additional Rent the amount necessary to repay the Excess Improvement Allowance in equal monthly payments over the Term, together with interest thereon at the rate of nine percent (9%) per annum. Such monthly payments shall be deemed Additional Rent due under this Sublease, and shall be paid in the time and manner as Basic Rent is required to be paid (disregarding any abatement of Basic Rent). If the Sublease is canceled or terminated for any reason prior to the expiration of the full initial Term of the Sublease, then the present value of the unpaid installments of the Excess Improvement Allowance shall become immediately due and payable to Sublandlord. The Excess Improvement Allowance shall be deemed part of the Base Improvement Allowance for purposes of this Subtenant Work Letter, except for Subtenant’s re-payment obligations set forth herein. Upon Sublandlord’s demand, Subtenant shall execute an amendment to the Sublease, on Sublandlord’s commercially reasonable form, to reflect the additional rent described herein.

     2.2 Disbursement of the Improvement Allowance.

          2.2.1 Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Sublandlord only for the following items and costs (collectively the “Improvement Allowance Items”):

               2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Work Letter (collectively, the “Design Costs”), and payment of the fees incurred by, and the cost of documents and materials supplied by, Sublandlord and Sublandlord’s consultants and/or Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Subtenant Work Letter; provided, however, Subtenant shall not be entitled to receive reimbursement from the Improvement

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Allowance for Design Costs in excess of $5.00 per rentable square foot of the Sublease Premises (to wit, $96,113.40);

               2.2.1.2 Payment of plan check, permit and license fees relating to construction of the Initial Improvements;

               2.2.1.3 The cost of construction of the Initial Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions;

               2.2.1.4 The cost of any changes in the Building when such changes are required by the Construction Drawings (as defined below), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;

               2.2.1.5 The cost of any changes to the Construction Drawings or Initial Improvements required by Code (as defined herein);

               2.2.1.6 Sales and use taxes and Title 24 fees; and

               2.2.1.7 All other costs to be expended by Sublandlord in connection with the construction of the Initial Improvements.

          2.2.2 Disbursement of Improvement Allowances. During the construction of the Initial Improvements, Sublandlord shall make monthly disbursements of the Improvement Allowance for Improvement Allowance Items for Design Costs for the benefit of Subtenant and shall authorize the release of monies for the benefit of Subtenant as follows:

               2.2.2.1 Monthly Disbursements. On or before the twenty-five (25th) day of each calendar month during the construction of the Initial Improvements, Subtenant may deliver to Sublandlord: (i) a request for payment of the “Contractor” and/or “Subtenant’s Agents” as those terms are defined in Section 4 of this Work Letter, approved by Subtenant, in a form to be provided by Sublandlord, showing the schedule, by trade, of percentage of completion of the Initial Improvements in the Sublease Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Subtenant’s Agents” as that term is defined in Section 4.1.2 of this Work Letter, for labor rendered and materials delivered to the Sublease Premises; (iii) executed mechanic’s lien releases from all of Subtenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Sublandlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Sublandlord. Subtenant’s request for payment shall be deemed Subtenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Subtenant’s payment request. Within thirty-five (35) days thereafter, Sublandlord shall deliver a check to Subtenant in payment of the lesser of: (A) the amounts so requested by Subtenant, as set forth in this Section 2.2.2.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); and (B) the balance of any remaining available portion of the Improvement Allowance (not including the Final Retention), provided that Sublandlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.4, below, or due to any substandard work, or for any other reason. Sublandlord’s payment of such amounts shall not be deemed Sublandlord’s approval or acceptance of the work furnished or materials supplied as set forth in Subtenant’s payment request.

               2.2.2.2 Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable to Subtenant shall be delivered by Sublandlord to Subtenant following the completion of construction of the Sublease Premises, and provided that: (i) Subtenant delivers to

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Sublandlord properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4); (ii) Sublandlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building; (iii) Architect (as defined below) delivers to Sublandlord a certificate, in a form reasonably acceptable to Sublandlord, certifying that the construction of the Initial Improvements in the Sublease Premises has been substantially completed; and (iv) Tenant delivers to Landlord a commercially reasonable “Closing Package,” as that term is defined below. The “Closing Package” shall consist of (a) an application and certificate for payment (AIA from G702-1992 or equivalent) signed by the Architect, (b) a breakdown sheet (AIA from 3703-1992 or equivalent), (c) original stamped building permit plans, (d) copy of the building permit, (e) original stamped building permit inspection card with all final sign-offs, (f) a reproducible copy (in a form as reasonably approved by Landlord) of the “as built” drawings of the Tenant Improvements, (g) air balance reports, (h) a one (1) year warranty letter from the Contractor, from the date of Substantial Completion and (i) a copy of any manufacturers’ warranties and operating instructions.

               2.2.2.3 Other Terms. Except as otherwise expressly set forth in Section 2.1.1, Sublandlord shall only be obligated to make disbursements from the Improvement Allowance to the extent costs are incurred by Subtenant for Improvement Allowance Items. All Improvement Allowance Items for which the Improvement Allowance has been made available shall be deemed Sublandlord’s property under the terms of Section 6(c) of the Sublease.

          2.2.3 Standard Subtenant Improvement Package. Landlord has established specifications (the “Specifications”) for the Building standard components to be used in the construction of the improvements in the Premises, which are set forth on Schedule 4 to Exhibit “D” to the Lease. The quality of the Initial Improvements shall be equal to or of greater quality than the quality of the Specifications, provided that Landlord may, at Landlord’s option, require the Initial Improvements to comply with certain Specifications. Landlord may make changes to the Specifications from time to time.

SECTION 3
CONSTRUCTION DRAWINGS

     3.1 Selection of Architect/Construction Drawings. Subtenant has retained Studio V (the “Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 3.1, and Syska & Hennessey (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Sublease Premises, which Architect and Engineers have been approved by Sublandlord and Landlord. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications determined by Landlord and Sublandlord, and shall be subject to Landlord’s and Sublandlord’s approval. Subtenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Subtenant and Architect shall be solely responsible for the same, and neither Landlord nor Sublandlord shall have any responsibility in connection therewith. Landlord’s and Sublandlord’s review of the Construction Drawings as set forth in this Section 3, shall be for their sole purpose and shall not imply Landlord’s or Sublandlord’s review of the same, or obligate Landlord or Sublandlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or Sublandlord or their respective space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Subtenant by Landlord, Sublandlord or Landlord’s or Sublandlord’s space planner, architect, engineers, and consultants, neither Landlord nor

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Sublandlord shall have any liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Subtenant’s waiver and indemnity set forth in Section 20 of the Sublease (and in Section 10.1 of the Lease, as incorporated herein) shall specifically apply to the Construction Drawings.

     3.2 Final Space Plan. Subtenant has submitted to Landlord and Sublandlord the final space plan for the Sublease Premises prepared by Architect by e-mail dated July 22, 2003 from Sandra Call (the “Final Space Plan”), which has heretofore been approved by Landlord and Sublandlord.

     3.3 Final Working Drawings. Subtenant shall cause the Architect and the Engineers to complete the architectural and engineering drawings for the Sublease Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Final Working Drawings”) and shall submit the same to Landlord and Sublandlord for their respective approval. Subtenant shall supply Landlord and Sublandlord with four (4) copies signed by Subtenant of such Final Working Drawings. Sublandlord shall advise Subtenant within ten (10) business days after its receipt of the Final Working Drawings for the Sublease Premises if the same is unsatisfactory or incomplete in any respect. If Subtenant is so advised, Subtenant shall immediately revise the Final Working Drawings in accordance with such review and any disapproval of Landlord or Sublandlord in connection therewith.

     3.4 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord and Sublandlord (the “Approved Working Drawings”) prior to the commencement of construction of the Initial Improvements by Subtenant. After approval by Landlord and Sublandlord of the Final Working Drawings, Subtenant may submit the same to the City of Los Angeles for all applicable building permits. Subtenant hereby agrees that neither Landlord, Sublandlord nor Landlord’s and/or Sublandlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Sublease Premises and that obtaining the same shall be Subtenant’s responsibility, provided, however, that Sublandlord shall cooperate with Subtenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Subtenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord and Sublandlord, which consent may not be unreasonably withheld, conditioned or delayed.

SECTION 4
CONSTRUCTION OF THE INITIAL IMPROVEMENTS

     4.1 Subtenant’s Selection of Contractors. Subtenant has retained Environmental Construction (“Contractor”) to complete the Initial Improvements, which Contractor has been approved by Sublandlord and Subtenant.

     4.2 Subtenant’s Agents. All subcontractors, laborers, materialmen, and suppliers used by Subtenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as “Subtenant’s Agents”) must be approved in writing by Landlord and Sublandlord, which approval shall not be unreasonably withheld or delayed. If Landlord and Sublandlord do not approve any of Subtenant’s proposed subcontractors, laborers, materialmen or suppliers, Subtenant shall submit other proposed subcontractors, laborers, materialmen or suppliers for Landlord and Sublandlord’s written approval. Subtenant’s Agents shall comply with the terms of Section 4.1.2 of Exhibit D attached to the Lease, which provision is hereby incorporated herein.

     4.3 Construction of Initial Improvements by Subtenant’s Agents.

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          4.3.1 Construction Contract; Cost Budget. Prior to Subtenant’s execution of the construction contract and general conditions with Contractor (if such party is required pursuant to the terms hereof) (the “Contract”), Subtenant shall submit the Contract to Sublandlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Initial Improvements, and after Subtenant has accepted all bids for the Initial Improvements, Subtenant shall provide Sublandlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of the Initial Improvements to be performed by or at the direction of Subtenant or the Contractor, which costs form a basis for the amount of the Contract (the “Final Costs”). Any costs necessary to complete such design and construction in excess of the Improvement Allowance shall be paid by Subtenant out of its own funds, but Subtenant shall continue to provide Sublandlord with the documents described in items (i) through (iv) of Section 2.2.2.1 of this Work Letter for Sublandlord’s approval, prior to Subtenant paying such costs.

          4.3.2 Subtenant’s Agents.

               4.3.2.1 Sublandlord’s General Conditions. Construction of the Initial Improvements by Subtenant and Subtenant’s Agents shall comply with the following: (i) the Initial Improvements shall be constructed in accordance with the Approved Working Drawings; (ii) Subtenant and Contractor shall submit schedules of all work relating to the Initial Improvements, and Sublandlord shall, within five (5) business days of receipt thereof, inform Subtenant of any changes which are necessary thereto, whereupon Subtenant shall use commercially reasonable efforts to adhere, and cause the Subtenant Agents to adhere, thereto, and (iii) Subtenant shall abide by all rules made by Landlord and Sublandlord with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter, including, without limitation, the construction of the Initial Improvements.

               4.3.2.2 Indemnity. Subtenant’s indemnity of Sublandlord as set forth in Section 20 of the Sublease (and Section 10.1 of the Lease, as incorporated herein) shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Subtenant or Subtenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with Subtenant’s non-payment of any amount arising out of the Initial Improvements and/or Subtenant’s disapproval of all or any portion of any request for payment. Such indemnity by Subtenant, as set forth in Section 20 of the Sublease (and Section 10.1 of the Lease, as incorporated herein), shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Sublandlord’s or Landlord’s performance of any purely ministerial acts requested by Subtenant (i) to permit Subtenant to complete the Initial Improvements, and (ii) to enable Subtenant to obtain any building permit or certificate of occupancy for the Sublease Premises.

               4.3.2.3 Requirements of Subtenant’s Agents. Each of Subtenant’s Agents shall guarantee to Subtenant and for the benefit of Sublandlord and Landlord that the portion of the Initial Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Subtenant’s Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor or subcontractors and (ii) the Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Initial Improvements, and/or the Premises, Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Initial Improvements shall be contained in the Contract or subcontract and shall be written such that such

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guarantees or warranties shall inure to the benefit of Landlord, Sublandlord and Subtenant, as their respective interests may appear, and can be directly enforced by either. Subtenant covenants to give to Landlord and Sublandlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

          4.3.2.4 Insurance Requirements.

               4.2.2.4.1 General Coverages. All of Subtenant’s Agents shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Subtenant as set forth in Section 19(b) of the Sublease.

               4.2.2.4.2 Special Coverages. Subtenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord and Sublandlord covering the construction of the Initial Improvements, and such other insurance as Landlord and Sublandlord may require, it being understood and agreed that the Initial Improvements shall be insured by Subtenant pursuant to Section 19(b) of the Sublease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord and Sublandlord including, but not limited to, the requirement that all of Subtenant’s Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate, and in form and with companies as are required to be carried by Subtenant as set forth in Section 19(b) of the Sublease.

               4.2.2.4.3 General Terms. Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord and Sublandlord before the commencement of construction of the Initial Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord and Sublandlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Initial Improvements are damaged by any cause during the course of the construction thereof, Subtenant shall immediately repair the same at Subtenant’s sole cost and expense. Subtenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Initial Improvements are fully completed and accepted by Landlord and Sublandlord, except for any Products and Completed Operation Coverage insurance required by Landlord and Sublandlord, which is to be maintained for the term of the policy period following the substantial completion of the Initial Improvements. All policies carried under this Section 4.2.2.4 shall insure Landlord, Sublandlord and Subtenant, as their interests may appear, as well as Contractor and Subtenant’s Agents. All insurance, except Workers’ Compensation, maintained by Subtenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects Landlord and/or Sublandlord and that any other insurance maintained by Sublandlord is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord and Sublandlord by Subtenant under Section 4.2.2.2 of this Work Letter.

          4.3.3 Governmental Compliance. The Initial Improvements shall comply in all respects with the following: (i) all state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person (collectively referred to herein as the “Code”); (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications.

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          4.3.4 Inspection by Landlord and Sublandlord. Landlord and Sublandlord shall have the right to inspect the Initial Improvements at all times; provided, however, Landlord’s and/or Sublandlord’s failure to inspect the Initial Improvements shall in no event constitute a waiver of any of Sublandlord’s rights hereunder nor shall Landlord and/or Sublandlord’s inspection of the Initial Improvements constitute Landlord’s and/or Sublandlord’s respective approval of the same. Should Landlord or Sublandlord disapprove any portion of the Initial Improvements, they shall notify Subtenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord and/or Sublandlord of, the Initial Improvements shall be rectified by Subtenant at no expense to Landlord or Sublandlord; provided, however, if Landlord or Sublandlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Initial Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other subtenant’s use of such other subtenant’s leased premises, Landlord or Sublandlord may, at their sole discretion, take such action as Landlord or Sublandlord deems necessary, at Subtenant’s expense and without incurring any liability on Landlord’s or Sublandlord’s part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Initial Improvements until such time as the defect, deviation and/or matter is corrected to Landlord’s and Sublandlord’s satisfaction.

          4.3.5 Meetings. Commencing upon the execution of this Sublease, Subtenant shall hold regular meetings at a reasonable time, with the Architect and the Contractor regarding the progress of the preparation of Approved Working Drawings and the construction of the Initial Improvements, which meetings shall be held at the Project or another location in West Los Angeles, and, for at least one (1) meeting a month, Landlord and Sublandlord and/or their agents shall receive prior notice of, and shall have the right to attend, a meeting to review the Improvement Allowance draw package and the Initial Improvement design and/or construction status, and, upon Landlord’s and/or Sublandlord’s request, certain of Subtenant’s Agents shall attend such meetings. Upon request by Landlord and/or Sublandlord, Subtenant shall supply Landlord and/or Sublandlord with the date, time and location of any particular meeting relating to the construction of the Initial Improvements and Landlord and/or Sublandlord shall have the right to attend such meetings.

     4.4 Notice of Completion: Copy of Record Set of Plans. Within ten (10) days after completion of construction of the Initial Improvements, Subtenant shall cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the California Civil Code or any successor statute, and shall furnish a copy thereof to Sublandlord upon such recordation. If Subtenant fails to do so, Sublandlord may execute and file the same on behalf of Subtenant as Subtenant’s agent for such purpose, at Subtenant’s sole cost and expense. At the conclusion of construction (i) Subtenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of the Sublease, and (C) to deliver to Landlord and Sublandlord two (2) sets of sepias or electronic format of such record set of drawings, together with any permits or similar documents issued by governmental agencies in connection with the construction of the Initial Improvements, within ninety (90) days following issuance of a certificate of occupancy for the Sublease Premises; and (ii) Subtenant shall deliver to Sublandlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Sublease Premises.

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SECTION 5
MISCELLANEOUS

     5.1 Subtenant’s Representative. Subtenant has designated Mr. Steve Dettmann as its sole representative with respect to the matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of the Subtenant as required in this Work Letter.

     5.2 Sublandlord’s Representative. Sublandlord has designated Mr. Randy Gustafson as its sole representative with respect to the matters set forth in this Work Letter, who, until further notice to Subtenant, shall have full authority and responsibility to act on behalf of the Sublandlord as required in this Work Letter.

     5.3 Time of the Essence in This Subtenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Sublandlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Sublandlord. Sublandlord’s failure to approve or disapprove of any items within the time periods required herein for approval or disapproval shall be deemed to be Sublandlord’s approval thereof upon an additional one (1) business day’s notice from Subtenant to Sublandlord advising Sublandlord of the consequences of Sublandlord’s failure to so respond.

     5.4 Subtenant’s Sublease Default. Notwithstanding any provision to the contrary contained in the Sublease, if an event of default occurs under the Sublease, or a default by Subtenant under this Work Letter, has occurred at any time on or before the substantial completion of the Sublease Premises, then (i) in addition to all other rights and remedies granted to Sublandlord pursuant to the Sublease, Sublandlord shall have the right to withhold payment of all or any portion of the Improvement Allowance and/or Sublandlord may cause Contractor to cease the construction of the Sublease Premises (in which case, Subtenant shall be responsible for any delay in the substantial completion of the Sublease Premises caused by such work stoppage), and (ii) all other obligations of Sublandlord under the terms of this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Sublease (in which case, Subtenant shall be responsible for any delay in the substantial completion of the Sublease Premises caused by such inaction by Sublandlord).

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EXHIBIT “C”

SUBLEASE DATE CONFIRMATION NOTICE

     In accordance with and pursuant to Section 3(a) of that certain Sublease by and between ELECTRONIC ARTS INC., a Delaware corporation (the “Sublandlord”), and PLAYA CAPITAL COMPANY, LLC, a Delaware limited liability company (the “Subtenant”), the parties hereby confirm the following with respect to certain dates described in the Sublease: (a) the Commencement Date occurred on                     , 2003; (b) the First SLET Date is                     , 2007; (c) the STET Date and the Second SLET Date shall occur on                          , 2008; and (d) the Expiration Date shall occur on                          , 2013.

DATE:                           , 200	SUBLANDLORD:
	ELECTRONIC ARTS INC., a Delaware corporation
	By:
		Name:
		Its:
	By:
		Name:
		Its:
DATE:                           , 200	SUBTENANT:
	PLAYA CAPITAL COMPANY, LLC, a Delaware limited liability company
	By:
		Name:
		Its:
	By:
		Name:
		Its:

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EXHIBIT “D”

Subtenant Stairs, Entry Door and Signage

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EXHIBIT “E”

Location of Parking in
Existing Parking Facilities

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EXHIBIT “F”

Lease

[Attached]

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EXHIBIT “G”

BUILDING RULES AND REGULATIONS

          The following rules and regulations shall apply, where applicable, to the Sublease Premises, the Building, the parking garage, the Property and the appurtenances. Capitalized terms have the same meaning as defined in the Sublease.

1.	Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Subtenant or used by Subtenant for any purpose other than ingress and egress to and from the Sublease Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Subtenant permit Subtenant’s employees to loiter in Common Areas or elsewhere about the Building or Property.
2.	Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Subtenant, its agents, employees or invitees, shall be paid for by Subtenant, and Sublandlord shall not be responsible for the damage.
3.	No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Sublandlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Subtenant, at Subtenant’s cost and expense, using graphics approved by Sublandlord for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Sublease Premises or Building except by the Building maintenance personnel.
4.	Subtenant shall not place any lock(s) on any door in the Sublease Premises or Building without Sublandlord’s prior written consent and Sublandlord and Landlord shall have the right to retain at all times and to use keys to all locks within and into the Sublease Premises. A reasonable number of keys to the locks on the entry doors in the Sublease Premises shall be furnished by Sublandlord to Subtenant at Subtenant’s cost, and Subtenant shall not make any duplicate keys. All keys shall be returned to Sublandlord at the expiration or early termination of this Sublease.
5.	All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Sublandlord’s and Landlord’s prior approval and shall be required to comply with Sublandlord’s and Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time.
6.	Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Subtenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours designated by Sublandlord. Subtenant shall obtain Sublandlord’s prior approval by providing a detailed listing of the activity. If approved by Sublandlord, the activity shall be under the supervision of Sublandlord and performed in the manner required by Sublandlord. Subtenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Sublandlord or of any other party is damaged or injured as a result of or in connection with the activity, Subtenant shall be solely liable for any resulting damage or loss.

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7.	Landlord and Sublandlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Sublease Premises. Damage to the Building by the installation, maintenance, operation, existence or removal of Subtenant’s Property shall be repaired at Subtenant’s sole expense.
8.	Corridor doors, when not in use, shall be kept closed.
9.	Subtenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in Sublandlord’s sole opinion, constitute a nuisance.
10.	No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Sublease Premises.
11.	No inflammable, explosive or dangerous fluids or substances shall be used or kept by Subtenant in the Sublease Premises, Building or about the Property. Subtenant shall not, without Sublandlord’s and Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Sublease Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Law which may now or later be in effect. Subtenant shall comply with all Laws pertaining to and governing the use of these materials by Subtenant, and shall remain solely liable for the costs of abatement and removal.
12.	Subtenant shall not use or occupy the Sublease Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Sublease Premises or the Buildings. Subtenant shall not use, or permit any part of the Sublease Premises to be used, for lodging, sleeping or for any illegal purpose.
13.	Subtenant shall not take any action which would violate Landlord’s and/or Sublandlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s and/or Sublandlord’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disruption”). Subtenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord and/or Sublandlord, immediately terminate any work in the Sublease Premises that gave rise to the Labor Disruption, until Landlord and/or Sublandlord gives its written consent for the work to resume. Subtenant shall have no claim for damages against Landlord and/or Sublandlord or any of the Landlord Related Parties, nor shall the Commencement Date of the Term be extended as a result of the above actions.
14.	Subtenant shall not install, operate or maintain in the Sublease Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Sublandlord and/or Landlord. Subtenant shall not furnish cooling or heating to the Sublease Premises, including, without limitation, the use of electronic or gas heating devices, without Sublandlord’s and Landlord’s prior written consent. Subtenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.

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15.	Subtenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Subtenant’s employees, and then only if the operation does not violate the lease of any other tenant in the Building.
16.	Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Sublandlord.
17.	Sublandlord and/or Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its occupants, entry, use and contents. Subtenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s and/or Sublandlord’s systems and procedures.
18.	Landlord and Sublandlord shall have the right to prohibit the use of the name of the Building or Property or any other publicity by Subtenant that in Landlord’s and/or Sublandlord’s sole opinion may impair the reputation of the Building or Property or their desirability. Upon written notice from Landlord and/or Sublandlord, Subtenant shall refrain from and discontinue such publicity immediately.
19.	Subtenant shall not canvass, solicit or peddle in or about the Building or the Property.
20.	Neither Subtenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless the Common Areas have been declared a designated smoking area by Sublandlord, nor shall the above parties allow smoke from the Sublease Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Sublease Premises) as a non-smoking building.
21.	Sublandlord shall have the right to designate and approve standard window coverings for the Sublease Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Subtenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Sublease Premises while they are exposed to the direct rays of the sun.
22.	Deliveries to and from the Sublease Premises shall be made only at the times, in the areas and through the entrances and exits designated by Sublandlord. Subtenant shall not make deliveries to or from the Sublease Premises in a manner that might interfere with the use by any other tenant of its premises (including Sublandlord) or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.
23.	The work of cleaning personnel shall not be hindered by Subtenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Subtenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

-3- EX-31.1 7 f94137exv31w1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, Lawrence F. Probst III, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Electronic Arts Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2003 By:   /s/ Lawrence F. Probst III
       Lawrence F. Probst III
       Chairman and Chief Executive Officer

EX-31.2 8 f94137exv31w2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

I, Warren C. Jenson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Electronic Arts Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2003 By: /s/ Warren C. Jenson
       Warren C. Jenson
       Executive Vice President,
       Chief Financial and Administrative Officer

EX-32.1 9 f94137exv32w1.htm EXHIBIT 32.1

Exhibit 32.1

ELECTRONIC ARTS INC.

Certification Pursuant to 18 USC Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electronic Arts Inc. on Form 10-Q for the period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence F. Probst III, Chairman and Chief Executive Officer of Electronic Arts Inc., certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Electronic Arts Inc. for the periods presented therein.

/s/ Lawrence F. Probst

Lawrence F. Probst III
Chairman and Chief Executive Officer
Electronic Arts Inc.  

November 7, 2003

EX-32.2 10 f94137exv32w2.htm EXHIBIT 32.2

Exhibit 32.2

ELECTRONIC ARTS INC.

Certification Pursuant to 18 USC Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electronic Arts Inc. on Form 10-Q for the period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Warren C. Jenson, Executive Vice President and Chief Financial and Administrative Officer of Electronic Arts Inc., certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Electronic Arts Inc. for the periods presented therein.

/s/ Warren C. Jenson

Warren C. Jenson
Executive Vice President,
Chief Financial and Administrative Officer
Electronic Arts Inc.  

November 7, 2003

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EX-31.1

Exhibit 31.1

EX-31.2

Exhibit 31.2

EX-32.1

Exhibit 32.1

EX-32.2

Exhibit 32.2