Condition of the Premises. The Tenant agrees that the Premises, including any fixtures, appliances, and personal property described in this Lease or listed on the Schedules as part of the Premises, is in satisfactory operating and sanitary condition. Notwithstanding the foregoing, the Tenant shall complete the list of exceptions provided by the Landlord within five days of the Tenant’s occupancy, unless such time is extended pursuant to any applicable law or regulation.

Square Footage of Premises. Landlord and Tenant acknowledge that, due to the remeasurement of certain portions of the Premises, the size of the Initial Premises and the 3rd Floor Premises has been changed. Accordingly, Landlord and Tenant hereby stipulate that the 3rd Floor Premises shall be deemed to contain 4,291 square feet for the purposes of the Lease and this Amendment and the 11th and 12th floor portions of the Initial Premises shall each be deemed to contain 24,059 square feet (for a total of 48,118 square feet) for the purposes of the Lease and this Amendment. The size of the 14th Floor Premises remains unchanged at 9,117 square feet. Accordingly, the Premises shall be deemed to contain a total of 61,526 square feet for the purposes of the Lease and this Amendment.

Fourteenth Floor Additional Premises: Fourteenth Floor Commencement Date Effective as of January 1, 2010 (the “Fourteenth Floor Commencement Date”) the premises located on the fourteenth (14th) floor of the Building and outlined on attached Exhibit A-2 and labeled “Fourteenth Floor Additional Premises” shall be added to the Lease. The parties hereby agree that, for all purposes of the Lease, the Fourteenth Floor Additional Premises shall be deemed to consist of 2.400 rentable square feet of space. The parties acknowledge that, as of the date hereof, Tenant is in occupancy of the Fourteenth Floor Additional Premises pursuant to a sublease, dated May 1, 2007, between Great American Insurance Company, as sublandlord, and Tenant, as subtenant, the term of which sublease expires on December 31, 2009. Accordingly, as of the Fourteenth Floor Commencement Date, Tenant will already be in possession of the Fourteenth Floor Additional Premises.

Acceptance of Premises; Allowance. Subject to the terms of Exhibit C attached hereto and by this reference incorporated herein, Tenant hereby accepts the Premises, as expanded herein, in its “AS IS,” “WHERE IS” condition, and without any representations or warranties (express or implied) whatsoever, through the Term, as may be further extended, and hereby acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises, as expanded herein, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant.

Surrender of Existing Premises. Tenant hereby agrees to vacate the Existing Premises and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the Effective Date in accordance with the provisions of Section 14 of the Original Lease. If Tenant fails to so vacate and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the Effective Date, then the holdover provisions of Section 15 of the Original Lease shall apply. Tenant represents and warrants to Landlord that: # Tenant has not heretofore assigned or sublet all or any portion of its interest in the Lease or the Existing Premises; # no other person, firm or entity has any right, title or interest in the Lease; # Tenant has the full right, legal power and actual authority to enter into this Third Amendment without the consent of any person, firm or entity; and # Tenant has the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that as of the date hereof there are no, and as of the Effective Date there shall not be any, mechanics' liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors or assigns.

Improvements to the Premises. Promptly after full execution and delivery of this Third Amendment, Landlord shall construct leasehold improvements within the New Premises in accordance with the Tenant Work Letter attached hereto as Exhibit "C" and made a part hereof. Landlord shall cause all systems of the New Building serving the New Premises to be in good state of repair and proper working condition as of the Effective Date. Except as specifically set forth in the Tenant Work Letter and this Section 7, Tenant hereby agrees to accept the New Premises in its "as-is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the New Premises. Tenant also acknowledges that except as provided above, Landlord has made no representation or warranty regarding the condition of the New Premises.

The Lessee hereby agrees and undertakes to use the Demised Premises for the purpose of an IT Facility and for no other purpose.

Condition of Substitute Premises. Tenant shall accept the Substitute Premises in its currently existing “as-is” condition and, except for the construction of the Landlord Work as expressly provided 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 Substitute Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Substitute Premises, the Building 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 Amendment and the Tenant Work Letter. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project, Building and Premises have not undergone inspection by a Certified Access Specialist (CASp).

Prospectus Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be issued on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus, shall give due consideration to all such comments and, subject to the provisions of Section ‎4(b) hereof, shall deliver or make available to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus, and any Permitted Free Writing Prospectus on the Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of the jurisdictions in which the Securities may be sold by the Buyer, in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities. If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section ‎4(b) above, file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement to the Prospectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to the Buyer an electronic copy thereof.

Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the DSUs and Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.