California MCLE - California-San Francisco-123 Townsend Street Lease - SFI Real Estate Holdings LLC, INdTV Holdings LLC and INdTV LLC

OFFICE LEASE

THIS LEASE, dated August 30, 2004, for purposes of reference only, is made and entered into by and between SFI Real Estate Holdings, LLC, a Delaware limited liability company (“Landlord”) INdTV Holdings, LLC, a Delaware limited liability company, and INdTV, LLC, a Delaware limited liability company (collectively “Tenant”).

1. The Premises.

1.1 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises designated in the Summary of Basic Lease Information (“Summary”) attached hereto, and which is more particularly described and outlined on the floor plan attached hereto and marked Exhibit A, all of which is incorporated herein by this reference. The Premises is located in the building at the address designated in the Summary (the “Building”), and located on the parcel of real property (the “Site”) under the Building. Notwithstanding the foregoing, Landlord reserves those rights described in Subparagraph 1.3 below, and this Lease is subject to those rules and regulations attached hereto as Exhibit C, and such additional reasonable rules and regulations as Landlord may deliver to Tenant from time to time. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, Building, or Site except as specifically stated in this Lease. The parties hereto agree that said letting and hiring is upon and subject to the terms, covenants and conditions herein set forth and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions by it to be kept and performed, and this Lease is made upon the condition of such performance.

1.2 Tenant also shall have the nonexclusive right to use in common with other tenants in the Building, subject to the Rules and Regulations referred to in Paragraph 29 below and subject to the reasonable discretion of Landlord to determine the manner in which the public and common areas are maintained and operated, the following areas (“Common Areas”) appurtenant to the Premises:

(a) The common entrances, lobbies, restrooms, elevators, stairways and access ways, loading docks, ramps, drives and platforms and any passageways and service ways thereto, and the common pipes, conduits, wires and appurtenant equipment serving the Premises; and

(b) The loading and unloading areas, roadways, sidewalks, walkways, parkways, and driveways appurtenant to the Building, including the roof deck.

Landlord shall operate the Common Areas in a manner consistent with the common areas of similar class buildings (e.g., 160 King Street, 475 Brannan Street) located in the general area of the Building.

1.3 Landlord reserves the right from time to time to do any of the following, provided that Landlord shall exercise such rights in a manner that does not materially interfere with Tenant’s use of or access to the Premises, and with respect to any work required to be performed in the Premises, Landlord shall use commercially reasonable efforts to perform such work after normal business hours:

(a) To remove, install, reinstall, use, maintain, repair and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to other parts of the Building above the ceiling

surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located in the Premises or located elsewhere outside the Premises, and to expand the Building;

(b) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, loading and unloading areas, ingress, egress, direction of traffic and walkways; provided, however, that changes to the Common Areas at the King Street entrance to the Building shall not be changed without Tenant’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed;

(c) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

(d) To use the Common Areas at any time, including, but not limited to, while engaged in making additional improvements, repairs or alterations to the Building, or any portion thereof; and/or

(e) To do and perform such other acts and make such other changes in, to or with respect to the Site, Common Areas and Building as Landlord may, in the exercise of Landlord’s business judgment, reasonably deem to be appropriate.

1.4 The rights and obligations of the parties regarding any initial improvements, alterations, or construction of the Premises to be performed at the commencement of the Term are described in the Tenant Work Letter (“Work Letter”) attached to this Lease as Exhibit B. Any inconsistency between the provisions of the Work Letter and the provisions of the balance of this Lease shall be governed by the provisions of the Work Letter. In addition to the Tenant Improvements to be paid for using the Tenant Improvement Allowance (as defined in and contemplated by the Work Letter), Landlord shall, at Landlord’s expense, (i) construct a glass partition (the “Glass Partition”) to separate the King Street lobby of the Building from the Premises, (ii) construct a demising wall to separate the premises of the other tenant(s) on the ground floor of the Building from the portion of the Premises located on the ground floor of the Building, (iii) reprogram the existing key card security system in the Building elevators and entry doors to limit access to the Premises to Tenant’s card keys, and (iv) construct an exit corridor from the rear portion of the Premises located on the ground floor of the Building (collectively, “Landlord’s Work”). With the exception of the Glass Partition (which Landlord shall complete with reasonable diligence), all of Landlord’s Work shall be completed by the Delivery Date, and pending completion of the Glass Partition, Landlord shall secure the ground floor portion of the Premises by limiting access to the King Street lobby of the Building (both through the exterior doors and the elevator) to Tenant only. Landlord will construct Landlord’s Work using new and good quality materials consistent with the existing finishes of the Building. Tenant shall have the right, subject to the immediately preceding sentence, to reasonably approve the design, finishes, location and layout of Landlord’s Work.

1.5 In addition to the Premises as defined herein, Tenant shall also have the right to use during the Term all of the personal property located within the Premises and described on Exhibit D attached hereto (the “Personal Property”). The Personal Property shall remain the property of Landlord and upon expiration of the Term or earlier termination of this Lease, Tenant shall return the Personal Property to Landlord in good condition and repair, in the same condition as when received, normal wear and tear excepted.

1.6 References in this Lease to “rentable square feet”, “rentable square footage” and “rentable area” shall have the same meanings, and Tenant hereby acknowledges and agrees that the rentable square footage of the Premises shall be deemed, and is, 27,506 rentable square feet, and the rentable square footage of the Building shall be deemed, and is, 126,467 rentable square feet. Landlord represents that the foregoing square footage determinations were the results of a measurement made of the Building and the Premises in accordance with BOMA standards, and that, within thirty (30) days following the Lease Commencement Date, Landlord shall cause Landlord’s architect, Huntsman Associates, to remeasure the rentable square footage of the Premises and the Building in accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 (“1996 BOMA Standards”), adopted by the Building Owners and Managers Association International (BOMA). If the remeasurement indicates that the rentable square footage of the Premises or Building set forth above is inaccurate per the 1996 BOMA Standards, Landlord and Tenant shall enter into an amendment to this Lease setting forth the correct rentable square footage of the Premises and/or the Building and adjusting the Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder calculated based on the rentable square footage thereof. In addition, at such time as Tenant extends the ground floor of the Premises to the King Street window line over the easternmost lightwell and the middle lightwell (immediately adjacent to [and southwesterly of] the King Street lobby of the Building), which, in the case of the middle lightwell only, shall be done in accordance with Exhibit H or such other plans as shall allow an equivalent or greater amount of light to the lower level of the Building (any deviation of such plans from Exhibit H shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed) (“Permitted Ground Floor Changes”), then Landlord and Tenant shall enter into an amendment to this Lease setting forth the adjusted rentable square footage of the Premises and the Building and adjusting the Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder, including the Tenant Improvement Allowance, that are calculated based on the rentable square footage thereof; provided, however, that (a) if such Permitted Ground Floor Changes are completed on or before the first adjustment of Monthly Basic Rent as set forth in Item (j) of the Summary above (the “First Adjustment Date”), then the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and the rentable square footage of the Premises and Building shall not occur until the First Adjustment Date (the adjustment in the Tenant Improvement Allowance shall occur as of the date such Permitted Ground Floor Changes are completed); (b) if such Permitted Ground Floor Changes are completed following the First Adjustment Date, but on or before the second adjustment of Monthly Basic Rent, as set forth in Item (j) of the Summary above (the “Second Adjustment Date”), then the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and the rentable square footage of the Premises and Building shall occur on the date such Permitted Ground Floor Changes are completed; and (c) if Tenant has not completed such Permitted Ground Floor Changes on or before the Second Adjustment Date, or has completed only a portion of the Permitted Ground Floor Changes, then, as of the Second Adjustment Date, the rentable square footage of the Premises and Building shall be deemed to be 27,919 and 126,880 rentable square feet, respectively (to reflect the additional rentable square footage that the parties estimate would have been added to the Premises had the Permitted Ground Floor Changes been completed on or before the Second Adjustment Date), and the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder that are calculated based on the rentable square footage of the Premises shall occur as of the Second Adjustment Date. Any dispute with respect to remeasurement of the Premises or Building shall be resolved by arbitration pursuant to Paragraph 55 below.

1.7 Tenant additionally shall have the exclusive right to use the parking bay of the Building located on the Site on the eastern side of the Building for the sum of $500.00 per month (the “Parking Rent”). The Parking Rent shall be subject to adjustment to fair market value, as reasonably determined by Landlord in good faith, no more frequently than once every two years. Tenant’s rights pursuant to this Paragraph are subject to any obligation imposed on Landlord by any governmental entity for the provision of handicapped parking; provided, however, in all events, Landlord shall use its commercially reasonable efforts to ensure that Tenant has the ability to park at least one vehicle at the Site and in no event shall Tenant’s rights regarding the generator in Paragraph 56 be affected.

1.8 In addition to the Premises as contemplated by this Paragraph 1 and Exhibit A, Tenant shall, at Tenant’s sole election, additionally lease from Landlord during the Term 50% of the rentable square footage of the computer server room located on Lower Level 1 of the Building (the “Server Room”). At such time as another user of the Building leases space in the Server Room, Tenant shall install a chain-link fence or other secure demising barrier to separate the server room into two separate and functional server rooms. All of the costs of demising the server room into two rooms, and to plumb all the necessary cable and wiring to connect the Premises to the server room, shall be at Tenant’s sole cost and expense; provided, however, that Landlord shall require the other user(s) of the Server Room to reimburse Tenant for 50% of the cost of the demising barrier. Landlord shall have the right to approve the final design and layout of the demised server rooms. In addition to the Monthly Basic Rent contemplated by the Summary and Paragraph 4 below, Tenant shall pay to Landlord, in accordance with the payment procedures set forth in Paragraph 4.1 below, $1.00 per square foot of Tenant’s share of the Server Room per month, plus 100% of all electrical and HVAC costs associated with the use of the Server Room until such time as another tenant of the Building accepts possession of the remaining 50% of the Server Room, at which time Tenant’s obligation for HVAC and electrical costs for the Server Room shall reduce to 50%. All monthly rental amounts for the Server Room contemplated by this Paragraph shall be included within the meaning of Monthly Basic Rent whenever such term is used in this Lease or the Work Letter unless the context clearly contemplates otherwise. Promptly after Tenant completes the work to demise the Server Room, in accordance with plans approved by Landlord, Landlord and Tenant shall measure the Server Room to determine the actual monthly rental therefore, and the parties shall execute an amendment to this Lease setting forth the monthly rental payable by Tenant’s for the Server Room based on its square footage; provided, however, the failure to do so shall not affect Landlord’s right to receive and collect such monthly rental.

1.9 Tenant shall also have the right, at no charge to Tenant, to use the roof deck in common with other tenants of the Building; provided, however, that Landlord will reasonably assist Tenant in the occasional exclusive use of the roof deck for conducting and recording interviews for broadcast and for other Landlord-approved purposes related to Tenant’s use of the Premises.

1.10 In the event any additional space becomes available for lease from time to time on the ground floor, the third floor or either of the lower levels of the Building, and Landlord receives an offer to lease such space that Landlord is prepared to accept, Landlord shall then offer the subject space (the “First Offer Space”) to Tenant on the same terms and conditions. In addition, if Tenant at any time expands to the third or other floors in the Building, then, for purposes hereof, the First Offer Space shall include space on the expansion and adjacent floors; provided, however, in no event shall any portion of the fifth or sixth floors be included within the First Offer Space; and provided further that the fourth floor shall be included within the First Offer Space only if (i)Tenant

occupies at least one quadrant of the third floor, and (ii) no other space is available on the third floor. Tenant shall thereafter have five (5) business days within which to commit to leasing the subject First Offer Space on the same terms and conditions, in which event the parties shall execute a lease for the subject First Offer Space on the terms and conditions of the third party offer. If Tenant fails to accept the terms and conditions within the time allowed, Landlord shall be free to lease the subject First Offer Space to the third party on the terms and conditions of the original offer, without further obligation to Tenant. The foregoing right to additional space in the Building does not include space that is vacant on the execution date of this Lease (which space Landlord may market for lease without obligation to Tenant). Further, the foregoing right to additional space in the Building is (i) subject to the options to extend contained, or which may be contained, in any existing or future lease, (ii) subject to any first offer expansion rights to the fourth floor Landlord may grant to a tenant leasing a portion of the fourth floor as part of Landlord’s initial lease up of the Building; provided, however, that Tenant’s rights hereunder with respect to the fourth floor of the Building shall be subordinate to the rights of any such fourth floor tenant only for a period of twenty-four months following the commencement date of such tenant’s lease (after that date, any 4th floor expansion rights of such tenant shall be subordinate to Tenant’s rights hereunder), and (iii) subject to the rights granted to other tenants in leases existing as of the execution date of this Lease as set forth on Exhibit E attached hereto.

2. Term.

2.1 Subject to Paragraphs 2.2, 2.3 and 3 below, the term of this Lease (“Term”) shall be for the period designated in the Summary. The Term shall commence on the Lease Commencement Date and end on the Lease Expiration Date, unless the Term shall be sooner terminated or extended as hereinafter provided.

2.2 Tenant shall have one option (the “Extension Option”) to extend the Term, for an additional five (5) year period (the “Extended Term”) on all the terms and conditions contained in this Lease with the exception of the Monthly Basic Rent which shall be adjusted pursuant to the provisions of Paragraphs 4.3. In order to exercise the Extension Option, Tenant shall deliver written notice of its exercise of the option (“Option Notice”) to Landlord at least 270 days before the expiration of the initial Term. The Extension Option shall be subject to the following terms and conditions:

(a) The Extension Option may be exercised only by delivery of the Option Notice as provided in this Paragraph and only if, as of the date of delivery of the Option Notice and the commencement date of the Extended Term, Tenant is not in default under this Lease (after notice and applicable cure periods), and has not incurred late charges in connection with its obligation to pay Monthly Basic Rent more than twice during any consecutive twelve (12) month period of the initial Term.

(b) The rights contained in this Paragraph shall be personal to the originally named Tenant and any Permitted Transferee (as defined in Paragraph 25.2 below) and may be exercised only by the originally named Tenant and any Permitted Transferee, and only if the originally named Tenant and its Permitted Transferee(s) collectively occupy not less than 50% of the Premises as of the date it exercises the Extension Option in accordance with the terms of this Paragraph.

(c) If Tenant properly exercises the Extension Option and is not in default, beyond applicable cure periods, under this Lease at the end of the initial Term, the Term shall be extended for the applicable Extended Term.

References in this Lease to the “Term” shall include the initial Term of ten (10) years, and shall, in addition, include the Extended Term, if applicable.

2.3 As soon as reasonably practical after execution of this Lease, Tenant shall be entitled to access to the Premises for purposes of installing Tenant’s trade fixtures, furniture, and equipment, provided that (a) Tenant’s early entry does not interfere with or delay Landlord’s performance of the Tenant Improvements, and Landlord shall have the right to restrict the areas of the Premises to which Tenant will have access in order to avoid interference with Landlord’s construction work, and (b) prior to Tenant’s entry in the Premises, Tenant shall furnish to Landlord certificates of insurance satisfactory to Landlord evidencing Tenant’s compliance with the requirements of Paragraph 20.1 below. In connection with such possession, the provisions of this Lease shall be applicable, provided only that the obligation of Tenant to pay Monthly Basic Rent and Operating Rent shall not commence until the Lease Commencement Date.

3. Possession. If the Lease Commencement Date fails to occur on or before December 1, 2004, then Tenant shall have the right to terminate this Lease by giving written notice to Landlord at any time prior to the date Landlord tenders possession of the Premises to Tenant. Termination of the Lease hereunder shall be Tenant’s sole remedy in the event of a failure of delivery of possession of the Premises to Tenant by the above date, and Tenant may not and shall not seek recovery for damages against Landlord. In the event the Delivery Date does not occur by October 1, 2004, then unless such failure is the result of a Tenant Delay (as defined in the Work Letter), the Monthly Basic Rent escalations scheduled for September 1, 2005 and September 1, 2006 shall be delayed by one day for each day that the Delivery Date occurs after October 1, 2004.

4. Monthly Basic Rent/Rent Increases.

4.1 Tenant agrees to pay to Landlord, on a monthly basis, the Monthly Basic Rent designated in the Summary. Tenant shall pay the Monthly Basic Rent in advance on the first day of each and every calendar month during said Term, except that the first month’s Monthly Basic Rent which shall be paid upon the execution hereof. In the event that the Lease Commencement Date occurs other than on the first day of a calendar month, and the full first month’s Monthly Basic Rent has been previously paid as provided in this Lease, then the rent for the initial partial calendar month of the Lease Term shall be prorated in the proportion that the number of days this Lease is in effect during such calendar month bears to thirty (30), and the prepaid first month’s Monthly Basic Rent shall be applied to such prorated amount with the balance of the prepaid first month’s Monthly Basic Rent being applied to reduce the payment of Monthly Basic Rent to be paid on the first day of the first full calendar month of the Term of this Lease. Said Monthly Basic Rent and all additional rent including, without limitation, Operating Rent shall be paid to Landlord, without any prior demand therefor and, except as otherwise expressly set forth in this Lease, without any deduction or offset whatsoever in lawful money of the United States of America, which shall be legal tender at the time of payment, at the address of Landlord designated in Subparagraph (c) of the Summary or to such other person or at such other place as Landlord may from time to time designate in writing. Further, all charges to be paid by Tenant hereunder, including, without limitation, payments for repairs and other costs and expenses, shall be considered additional rent for the purposes of this

Lease, and the word “rent” in this Lease shall include such additional rent as well as Monthly Basic Rent and Operating Rent unless the context specifically or clearly implies that only the Monthly Basic Rent or Operating Rent is referenced.

4.2 In the event Tenant exercises its option to extend the Term pursuant to the provisions of Paragraph 2.2, the Monthly Basic Rent shall be adjusted at the commencement of the Extended Term to reflect ninety-five percent (95%) of the then-fair market rental value of the Premises pursuant to the terms of this Paragraph, and the Base Year, for purposes of calculating Operating Rent during the Extended Term shall be calendar year 2015. The fair market rental value of the Premises shall be determined in good faith by Landlord, who shall notify Tenant of such determination at least one hundred fifty (150) days before commencement of the Extended Term. If Tenant does not agree with Landlord’s determination, Tenant shall deliver written notice of Tenant’s objection to Landlord within twenty (20) days of receipt of notice from Landlord, or Landlord’s determination of the fair market rental value shall be final. If Tenant timely objects to Landlord’s determination, Landlord and Tenant shall diligently attempt in good faith to agree on the fair market rental value of the Premises on or before the tenth (10th) day following delivery of Tenant’s written objection to Landlord’s determination (the “Outside Agreement Date”). If Landlord and Tenant are unable to agree on the new Monthly Basic Rent by the Outside Agreement Date, the fair market rental value of the Premises shall be determined by real estate brokers pursuant to this Paragraph. Landlord and Tenant shall first attempt to select a mutually agreeable broker to determine the fair market rental value of the Premises, which broker’s conclusion shall be binding on the parties. In the event they are unable to agree on one broker within five (5) business days of the Outside Agreement Date, the parties shall each select a broker within ten (10) business days of the Outside Agreement Date, who together shall attempt to determine the fair market rental value of the Premises. If either party fails to appoint a broker within such time period, the broker timely appointed by the other party shall be the sole broker, whose determination shall be binding on both parties. If two brokers are timely appointed, but they are unable to agree on the fair market rental value of the Premises within fifteen (15) business days of the Outside Agreement Date, they shall mutually select a third broker and the three brokers shall each submit their determination of the fair market rental value of the Premises within ten (10) business days of selection of the third broker. The fair market rental value of the Premises shall be the average of the three brokers’ determination; provided, however, that if either the high or low broker’s determination differs from the middle determination by ten percent (10%) or more, it shall be disregarded and the two remaining determinations shall be averaged to determine the fair market rental value. If both the high and low determinations differ from the middle determination by ten percent (10%) or more, then both shall be disregarded, and the fair market rental value of the Premises shall be the middle broker’s determination. Each party shall bear the cost of their respective brokers; if a third broker is necessary, the parties shall share equally the cost of the third broker. All brokers shall be licensed as such by the State of California, and shall have a minimum of ten (10) years’ experience in the leasing of commercial properties in the San Francisco downtown area.

The fair market rental value shall be based on comparable space in San Francisco, which shall (i) not be subleased, (ii) shall be comparable in size, location and quality with the Premises, and (iii) shall be leased for a term comparable to the subject option term, and shall take into consideration differences in the age and quality of such buildings, the differences in the historical rental rates ascribed to such buildings, the floor height of, and the views from, the comparable space vis-ˆ-vis the subject space, and making adjustments for 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, and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space.

4.3 All payments received by Landlord from Tenant shall be applied to the oldest payment obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing or in a check or money order, shall modify this clause or have any force or effect.

5. Operating Expenses.

5.1 For the purposes of this Subparagraph 5.1, the following terms are defined as follows:

Base Year. 2005 calendar year

Tenant’s Percentage Share. Tenant’s Percentage Share shall mean the percentage set forth in the Summary.

Operating Expenses. Operating Expenses shall consist of all reasonable costs of operation and maintenance of the Building, the Common Areas and the Site as determined in accordance with generally accepted accounting principles, subject to any deviations therefrom to reflect industry-standard accounting practices. Operating Expenses shall be based on the then current level of services and the then current cost therefor at one hundred percent (100%) occupancy of the Building; provided, however, that if the Operating Expenses in any year increase due to a change of policy or practice in operating the Building (such as a determination to carry earthquake, terrorism or other insurance, or a change in the calculation of the management fee), or due to an additional type of taxes or assessments levied against the Building (such as a gross receipts tax), such increase shall be included only to the extent of the increase in cost over the projected costs that would have been included in Operating Expenses for the Base Year if such policy, practice or tax had been in effect during the entire Base Year. If, during the Term (including the Base Year), the actual occupancy of the Building is or becomes less than one hundred percent (100%), Operating Expenses shall be deemed to be increased to an amount equal to the like Operating Expenses which would normally be incurred had the occupancy of the Building been one hundred percent (100%), and had such full utilization of services occurred throughout the entire Term; and Operating Expenses shall be determined as if the Building had been one hundred percent (100%) occupied with all tenants paying full rent, as contrasted with free rent or other rent concessions. Landlord shall have the right to reasonably estimate the Operating Expenses which would be incurred at 100% of occupancy in Landlord’s reasonable discretion. Operating Expenses shall include the following costs by way of illustration, but not limitation: real property taxes and assessments and any taxes or assessments hereafter imposed in lieu thereof; gross receipt taxes (whether assessed against Landlord or assessed against Tenant and collected by Landlord, or both); the cost of insurance for which Landlord is responsible hereunder or which Landlord or any first mortgagee with a lien affecting the Premises reasonably deems necessary in connection with the operation of the Building (including the commercially reasonable deductible portion of any insured loss, but excluding earthquake or terrorism insurance deductibles, if maintained by Landlord); janitorial services and supplies; security; labor; parking expenses (including any tax or other charge determined or measured by the collection of parking fees levied against Landlord by any governmental authority); utility surcharges, and any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations or interpretations thereof, promulgated by any federal,

state, regional, municipal or local government authority in connection with the use or occupancy of the Building or the Premises; the cost of any capital improvements made to the Building by Landlord (a) which are reasonably anticipated to reduce Operating Expenses, or any portion thereof, (b) which are replacements or modifications to the Building’s fire/life safety system, or (c) that are required under any governmental law or regulation, except for capital improvements to remedy a condition existing prior to the Lease Commencement Date; provided, however, that any capital expenditure shall be amortized at an interest rate equal to the prime rate at the time, plus 2% over its reasonable useful life as reasonably determined by Landlord; costs incurred in the management of the Building, if any (including supplies, wages and salaries of employees used in the management, operation and maintenance of the Building, and payroll taxes and similar governmental charges with respect thereto); on site Building management office rental; a commercially reasonable management fee, not to exceed three percent (3%) of Landlord’s gross rental revenues, adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Building with all tenants paying full rent, as contrasted with free rent, half-rent and the like; air conditioning; waste disposal and trash removal; heating; electrical; water; sewer and other utility costs for the Building and the Common Areas; ventilating; elevator maintenance; supplies; materials; equipment; tools; repair and maintenance of the plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord; and maintenance, costs and upkeep of all parking and Common Areas, rental of personal property used in maintenance; costs and expenses of gardening and landscaping, maintenance of signs (other than Tenant’s signs); personal property taxes levied on or attributable to personal property used in connection with the entire Building, including the Common Areas; reasonable audit or verification fees; and costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal and similar items.

If, during any portion of a calendar year Landlord is furnishing a particular service or work (the cost of which, if furnished by Landlord, would be included in Operating Expenses) to Tenant, but another tenant of the Building has undertaken to perform such service or work in lieu of receiving it from Landlord, Operating Expenses for such calendar year shall be considered to be increased by an amount equal to the additional Operating Expenses that Landlord would reasonably have incurred during this period if Landlord had furnished a service or work to such tenant.

Notwithstanding anything contained in this Paragraph 5.1 to the contrary, Operating Expenses shall not include any of the following:

(a) amortization or depreciation on the Building or equipment therein, except as permitted with respect to capital improvements as set forth in the definition of Operating Expenses above;

(b) real estate brokers’ commissions;

(d) cost of tenant improvements in the Building (including permit, license and inspection fees);

(e) ground rent;

(f) income and franchise taxes;

(g) Landlord’s cost of electricity or other service sold to tenants to the extent Landlord is reimbursed therefore as a charge over the Monthly Basic Rent and any additional rent payable under the lease with that tenant;

(h) third party accountants’ fees, attorneys’ fees and other professional fees and costs incurred in connection with disputes or lease negotiations with tenants or other occupants or prospective tenants or occupants of the Building, the enforcement of any leases (including unlawful detainer proceedings and the collection of rents), other than de minimis amounts, and requests to assign or sublet (except such fees which are incurred in connection with resolving a dispute which benefits all tenants of the Building generally, such as the enforcement of Rules and Regulations);

(i) overhead and profit paid to subsidiaries or affiliates of the Landlord for management or other services on or to the Building for supplies or other materials, to the extent that the overall cost of the services, supplies or materials provided by Landlord materially exceeds the competitive cost of the services, supplies, or materials if obtained from an unrelated third party on an arm’s length basis;

(j) compensation paid to clerks, attendants, or other persons in commercial concessions operated by the Landlord;

(k) rentals and other related expenses incurred in leasing air conditioning systems, elevators, or other equipment ordinarily considered to be of a capital nature;

(l) items and services for which Tenant reimburses the Landlord or pays third parties or that the Landlord provides selectively to one or more tenants of the Building other than Tenant without reimbursement;

(m) maintenance costs incurred in connection with repairs or other work needed because of fire, windstorm, or other casualty to the extent Landlord is entitled to be compensated through proceeds or insurance awards, or would have been so reimbursed if Landlord had in force all of the insurance required to be carried by Landlord under this Lease;

(n) all voluntary contributions to any political or charitable-organizations;

(o) advertising, marketing and promotion costs;

(p) costs associated with the operation of the corporation or other entity which constitutes the Landlord, as distinguished from costs of operation of the Building, including accounting and legal costs, costs of defending lawsuits with any mortgagee, and the costs of selling, syndicating, financing, mortgaging or hypothecating any ownership interest in Landlord, or any of the Landlord’s interests in the Building;

(q) costs for which Landlord is entitled to be reimbursed by insurance companies or other third parties;

(r) reserves for capital items, bad debts, or rental losses;

(s) the cost of Landlord’s removal from the Building or the Site of Hazardous Materials (defined below);

(t) fines and penalties incurred due to Landlord’s operation of the Building in violation of Applicable Laws (as defined in Paragraph 13.1 below) or due to Landlord’s failure to timely pay real property taxes;

(u) costs in connection with the correction of defects in the design or original construction of the Building and related facilities;

(v) costs of a capital nature, including, but not limited to, capital improvements, capital repairs, capital equipment, and capital tool, and rental payments and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except as otherwise expressly permitted in the definition of Operating Expenses above;

(w) costs incurred due to violation by Landlord or its managing agent or any tenant of the terms and conditions of any lease;

(x) costs of repair or replacement for any item covered by a warranty to the extent covered by the warranty;

(y) reserves for future improvements, repairs or additions to the Building;

(z) The cost of repair or replacement of the structural elements of the Building, including the structural elements of the roof;

(aa) costs incurred in connection with upgrading the Building to comply with Applicable Laws in effect prior to the Lease Commencement Date, including penalties or damages incurred due to such non-compliance; and

(bb) any other expenses which, in accordance with general industry practice with respect to the operation of similar class office buildings, would not normally be treated as operating expenses by comparable landlords.

As used herein, the term “real property taxes” shall include any form of assessment, license fee, license tax, business license fee, tax, levy, charge, or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Premises, including, but not limited to, the following:

(a) any tax on Landlord’s “right” to rent or “right” to other income from the Premises or as against Landlord’s business of leasing the Premises;

(b) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real estate 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 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, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such

new and increased assessments, taxes, fees, levies and charges be included within the definition of “real property taxes” for the purposes of this Lease;

(c) 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 excise tax levied by the State, City or Federal government, or any political subdivision thereof, 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;

(d) 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;

(e) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Building is a part; or

(f) reasonable legal and other professional fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce real property taxes.

Notwithstanding any provision of this Paragraph 5.1 expressed or implied to the contrary, “real property taxes” shall not include Landlord’s federal or state income, franchise, inheritance or estate taxes. In addition, if the property tax assessment for the Building (or real property taxes) for the Base Year or any subsequent year does not reflect an assessment (or real property taxes) for a one hundred percent (100%) leased, completed and occupied project (such that existing or future leasing, tenant improvements and/or occupancy may result in an increased assessment and/or increased real property taxes), real property taxes for the Base Year shall be adjusted, on a basis consistent with sound real estate accounting principles, to reflect an assessment for (and real property taxes for) a one hundred percent (100%) leased, completed and occupied project. Notwithstanding anything to the contrary set forth in this Lease, the amount of real property taxes for the Base Year shall be calculated without taking into account any decreases in real property taxes obtained in connection with Proposition 8 for the Base Year.

5.2 During the Term, Tenant shall be responsible for payment of Tenant’s Percentage Share of the Operating Expenses in excess of the Operating Expenses incurred at the Building during the Base Year (the “Excess Operating Expenses”). Landlord shall estimate the monthly Operating Expenses and Tenant’s Percentage Share of the Excess Operating Expenses, and shall deliver notice thereof to Tenant (“Estimate Statement”). Tenant shall pay on the first day of each and every calendar month during the Term as additional rent such estimated monthly amount. If Landlord determines that Tenant’s Percentage Share of the Excess Operating Expenses for such current calendar year is greater than that set forth in the Estimate Statement, then Landlord may, at any time, but not more frequently than once during each Lease Year, deliver a revised Estimate Statement, and Tenant shall thereafter pay during the balance of such current calendar year Tenant’s Percentage Share of the new estimate of Excess Operating Expenses.

By the first day of April of each succeeding calendar year during the Term, or as soon thereafter as possible, Landlord shall deliver to Tenant a statement (“Actual Statement”) wherein Landlord shall state the actual Operating Expenses for the preceding calendar year. If the Actual Statement reveals an amount of Tenant’s Percentage Share of Excess Operating Expenses in excess

of that which was estimated by Landlord in the Estimate Statement delivered as provided herein, then within thirty (30) days following receipt of the Actual Statement by Tenant, Tenant shall pay a lump sum equal to said Excess Operating Expenses. If the Actual Statement reveals that Tenant overpaid Excess Operating Expenses for any calendar year, any overpayment made by Tenant on the monthly installment basis provided above shall be credited toward the next monthly rent falling due and the monthly installment of Tenant’s Percentage Share of Excess Operating Expenses to be paid pursuant to the then current Estimate Statement shall be adjusted to reflect such lower expenses for the most recent calendar year, or if this Lease has been terminated, such excess shall be credited against any amount which Tenant owes Landlord pursuant to this Lease and, to the extent all amounts which Tenant owes Landlord pursuant to this Lease have been paid, Landlord shall promptly pay such excess to Tenant. Any delay or failure by Landlord in delivering any estimate or statement pursuant to this Paragraph shall not constitute a waiver of its right to require an increase in Tenant’s Percentage Share of the Excess Operating Expenses nor shall it relieve Tenant of its obligations pursuant to this Paragraph, except that Tenant shall not be obligated to make any payments based on such estimate or statement until thirty (30) days after receipt of such estimate or statement.

5.3 Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Percentage Share of the Excess Operating Expenses for the year in which this Lease terminates, Tenant, within thirty (30) days after receipt of Landlord’s determination, shall pay any increase due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be rebated by Landlord to Tenant, within thirty (30) days after Landlord’s determination.

5.4 Notwithstanding anything contained in this Paragraph 5, the rent payable by Tenant each month shall in no event be less than the Monthly Basic Rent specified in Paragraph 4 hereof. The Operating Expenses to be paid by Tenant to Landlord pursuant to the provisions of this Paragraph 5 shall sometimes be referred to in the aggregate as the “Operating Rent.”

5.5 Within one hundred eighty (180) days after receipt by Tenant of an Actual Statement for any prior calendar year during the Term, Tenant or its authorized representative (working on a non-contingency fee basis) shall have the right to inspect the books of Landlord upon reasonable notice and during the business hours of Landlord at Landlord’s office in the Building, or, at Landlord’s option, at such other location in San Francisco as Landlord reasonably may specify, for the purpose of verifying the information contained in the statement. Unless Tenant asserts specific errors within one hundred eighty (180) days after receipt of the statement, the statement shall be deemed correct as between Landlord and Tenant. If Tenant makes a timely exception, Landlord shall cause an independent certified public accountant reasonably acceptable to Tenant to issue a final and conclusive resolution of Tenant’s exception. If, according to such accountant, Landlord’s original determination of annual Operating Expenses overstated the amounts thereof, in the aggregate, by five percent (5%) or less or understated the amounts thereof, then Tenant shall pay the cost of the certification, and, in the case of an understatement, shall pay to Landlord the deficiency in Tenant’s payment of Operating Expenses within thirty (30) days following Tenant’s receipt of such certification. If, according to such certification, Landlord’s original determination of annual Operating Expenses overstated the amounts thereof, in the aggregate, by more than five percent (5%), then Landlord shall pay the cost of the certification and shall, at its election, either promptly refund the amount of Tenant’s overpayment of Operating Expenses or, if this Lease is still in effect, credit such overpayment against Tenant’s subsequent obligations to pay Operating Expenses.

6. Security Deposit. Upon execution of this Lease, Tenant shall pay to Landlord a cash security deposit in the amount specified in the Summary to be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term hereof. If at any time during the Term of this Lease any item constituting rent as provided herein, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid (after notice and applicable cure periods), then Landlord may, at the sole option of Landlord, but without any requirement to do so, appropriate and apply any portion of the deposit provided pursuant to this Paragraph 6 to payment of such overdue rent or other sum. In the event of the failure of Tenant to keep and perform any term, covenant or condition of this Lease to be kept or performed by Tenant (after notice and applicable cure periods), then, at the sole option of Landlord, and after termination of this Lease, Landlord may appropriate and apply the entire deposit, or so much thereof as may be necessary to compensate Landlord for any loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. In the event that all or any portion of the deposit is appropriated and applied by Landlord to overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, within ten (10) days following written demand of Landlord, promptly remit to Landlord a sufficient amount in cash to restore such deposit to the original sum provided in this Paragraph. Any failure on the part of Tenant to restore the amount of the deposit provided herein within ten (10) days following the date on which demand for restoration is deemed given hereunder shall constitute a breach of this Lease pursuant to Paragraph 24.1 hereof. Within ten (10) days following the expiration of the Term, or earlier termination of this Lease, Landlord shall pay to Tenant any portion of the deposit provided for herein which has not been appropriated or applied by Landlord in accordance with the provisions of this Paragraph. Tenant acknowledges that the deposit provided for herein is not prepaid rent and shall not be applied by Tenant to the payment of any rent due the Landlord herein. No interest shall be paid on the deposit provided for in this Paragraph by Landlord to Tenant, and Landlord shall not be obligated to maintain the deposit provided herein separate or apart from any other funds of Landlord. In the event Landlord transfers the amount of the deposit provided herein to any successor in interest of Landlord to title of the Site and Building, then, in such event, Landlord shall be discharged from any further obligation or liability with respect to the deposit provided herein. Tenant waives the provisions of California Civil Code Section 1950.7 and all other provisions of law now in force or that become in force after the date of execution of this Lease, that provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damages caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for damages described in California Civil Code Section 1951.2. Tenant may not assign or encumber the deposit without the consent by Landlord. Any attempt to do so shall be void and shall not be binding on Landlord. Provided that Tenant has not previously been in default of this Lease as defined in Paragraph 24, the security deposit shall be reduced to $200,000.00 following the fourth anniversary of the Lease Commencement Date, and further reduced to $120,000.00 following the fifth anniversary of the Lease Commencement Date. In the event Landlord fails to return timely that portion of the security deposit necessary to reduce the deposit as provided in the preceding sentence, Tenant may give Landlord a written demand for the return of the required funds. If Landlord thereafter does not return the funds to Tenant within thirty (30) days, Tenant may offset against the next due payment(s) of Monthly Basic Rent the amount necessary to reduce the security deposit as provided herein. Notwithstanding the foregoing, Tenant shall not have any offset rights if Landlord disputes Tenant’s entitlement to the return of any portion of the security deposit. In the event of such a dispute, the provisions of Paragraph 55 shall apply.

7. Use.

7.1 Tenant shall use the Premises for general office purposes and for use as a production/post-production and television broadcast facility, and all purposes incident thereto and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion. Tenant shall not use or occupy the Premises in violation of any law, code, regulation, rule, order, or injunction or of the Certificate of Occupancy issued for the Building. Upon five (5) days’ written notice from Landlord, Tenant shall discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of any such recorded covenants, conditions and restrictions affecting the Site or of any law, code, regulation, rule, order, or injunction or of said Certificate of Occupancy. Except as otherwise provided in Paragraph 57 hereof, Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building to the extent such facilities exist on the date of this Lease, provided that in all events Tenant shall operate its telecommunication equipment and facilities in and on the Building in compliance with all Applicable Laws. Landlord agrees to use its commercially reasonable efforts to cause other tenants of the Building not to interfere with Tenant’s telecommunication equipment and facilities located on or in the Building. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant’s specific use or alteration of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Site, the Building, the Premises, and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Upon demand, Tenant shall promptly reimburse Landlord as additional rent for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Paragraph 7. Tenant shall not do or permit anything to be done in or about the Site, the Building, and/or the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure them, or use or allow the Premises to be used for any unlawful purpose. Tenant shall not cause, maintain or permit any nuisance in, on or about the Site, the Building and/or the Premises, or allow any noxious odors to exist at or emanate from the Site, the Building and/or the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Site, the Building and/or the Premises and shall keep the Premises in good repair and appearance. Tenant shall not place a load upon the Premises which exceeds the average pounds of live load per square foot of floor area specified for the Building by Landlord’s architect, with the partitions to be considered a part of the live load. Landlord reserves the right to prescribe the weight and position of all safes, files and heavy equipment which Tenant desires to place in the Premises so as to distribute properly the weight thereof. Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other space in the Building shall be so installed, maintained and used by Tenant as to eliminate such vibration or noise. Tenant shall be responsible for all structural engineering required to determine structural load. Tenant shall fasten all files, bookcases and like furnishings to walls in a manner to prevent tipping over in the event of earth movements. Landlord shall not be responsible for any damage or liability for such events.

7.2 Except for the normal and proper use and storage of typical cleaning fluids and solutions, and office equipment supplies (such as copier toner), in amounts commensurate with Tenant’s

permitted use and occupancy of the Premises, and except in connection with the use of the Generator pursuant to Paragraph 56 below, Tenant shall not use, introduce to the Site, the Building and/or the Premises, generate, manufacture, produce, store, release, discharge or dispose of, on, under or about the Site, the Building and/or the Premises or transport to or from the Site, the Building and/or the Premises any Hazardous Material (as defined below) or allow its employees, agents, contractors, invitees or any other person or entity to do so. Tenant warrants that it shall not make any use of the Site, the Building and/or the Premises which may cause contamination of the soil, the subsoil or ground water. Tenant shall keep and maintain the Premises in compliance with, and shall not cause the Premises to be in violation of, any and all federal, state or local laws, ordinances, rules or regulations pertaining to health, industrial hygiene or the environmental conditions on, under or about the Premises (“Environmental Laws”); provided, however, that (a) Landlord represents and warrants to Tenant that, upon the Delivery Date, there shall be no Hazardous Materials actually existing and present at the Building or the Site or within the Premises as of the Lease Commencement Date in concentrations which present a known health hazard or require remediation or other action pursuant to any Environmental Law, and (b) in no event shall Tenant be responsible for the investigation, cleanup, detoxification or other ameliorative work of any Hazardous Materials in, on or about the Site, the Building and/or the Premises, except to the extent arising from Tenant’s use thereof in violation of Environmental Laws. Tenant shall give immediate written notice to Landlord of (i) any action, proceeding or inquiry by any governmental authority or any third party with respect to the presence of any Hazardous Material on the Site, the Building and/or the Premises or the migration thereof from or to other property or (ii) any spill, release or discharge of Hazardous Materials that occurs with respect to the Site, the Building and/or the Premises or Tenant’s operations.

(a) Tenant shall indemnify and hold harmless Landlord, its directors, officers, members, employees, agents, successors and assigns (collectively “Landlord Parties”, individually a “Landlord Party”) from and against any and all claims arising from Tenant’s use of the Site, the Building and/or the Premises in violation of the terms, covenants and conditions of Paragraph 7.2 above. The indemnity shall include all costs, fines, penalties, judgments, losses, attorney’s fees, expenses and liabilities incurred by any of the Landlord Parties for any such claim or any action or proceeding brought thereon including, without limitation, (i) all foreseeable consequential damages including without limitation loss of rental income and diminution in property value; and (ii) the costs of any cleanup, detoxification or other ameliorative work of any kind or nature required by any governmental agency having jurisdiction thereof, including without limitation all costs of monitoring and all fees and expenses of consultants and experts retained by and of the Landlord Parties. This indemnity shall survive the expiration or termination of this Lease. In any action or proceeding brought against any of the Landlord Parties by reason of any such claim, upon notice from such Landlord Party if such Landlord Party does not elect to retain separate counsel, Tenant shall defend the same at Tenant’s expense by counsel reasonably satisfactory to such Landlord Party.

(b) Landlord shall indemnify and hold harmless Tenant, its directors, officers, employees, agents, successors and assigns (collectively, “Tenant Parties”, individually a “Tenant Party”) from and against any and all claims arising from or relating to Hazardous Materials actually existing and present at the Building or the Site or within the Premises (i) as of the Lease Commencement Date, or (ii) not caused by Tenant, its employees, agents or contractors. The indemnity shall include all costs, fines, penalties, judgments, losses, attorney’s fees, expenses and liabilities incurred by any of the Tenant Parties for any such claim or any action or proceeding brought thereon including the cost of any clean up, detoxification or other ameliorative work of any kind or nature required by any

governmental agency having jurisdiction thereof and including, without limitation, all fees and expenses of consultants and experts retained by any of the Tenant Parties. This indemnity shall survive the expiration or termination of this Lease. Any action or proceeding brought against Tenant Parties by reason of any such claim, upon notice from such Tenant Party, if such Tenant Party does not elect to retain separate counsel, Landlord shall defend the same at Landlord’s expense by counsel reasonably satisfactory to such Tenant Party.

(c) As used herein, the term “Hazardous Material” shall mean any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property, including all of those materials and substances designated as hazardous or toxic by the city or state in which the Premises are located, the U.S. Environmental Protection Agency, the Consumer Product Safety Commission, the Food and Drug Administration, the California Water Resources Control Board, the Regional Water Quality Control Board, San Francisco Bay Region, the California Air Resources Board, CAL/OSHA Standards Board, Division of Occupational Safety and Health, the California Department of Food and Agriculture, the California Department of Health Services, and any federal agencies that have overlapping jurisdiction with such California agencies, or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment. Without limiting the generality of the foregoing, the term “Hazardous Material” shall include all of those materials and substances defined as “hazardous materials” or “hazardous waste” in Sections 66680 through 66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30, as the same shall be amended from time to time, petroleum, petroleum-related substances and the by-products, fractions, constituents and sub-constituents of petroleum or petroleum-related substances, asbestos, and any other materials requiring remediation now or in the future under federal, state or local statutes, ordinances, regulations or policies.

8. Payments and Notices. All rents and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord by check, cashier’s check, or cash, at Landlord’s option, at the address designated by Landlord in the Summary or at such other places as Landlord may hereafter designate in writing. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery, mail, or by recognized overnight courier. If notice is given by personal delivery, such notice shall be deemed to be given upon delivery. If notice is given by Landlord by registered or certified mail addressed to Tenant at the Building, or by Tenant to Landlord at both of the addresses designated in the Summary, then such notice shall be deemed given on receipt or upon attempted delivery if delivery is refused. If notice is given by overnight courier to the addresses stated above, notice shall be deemed given on receipt or upon attempted delivery, if delivery is refused. Either party may by written notice to the other specify a different address for notice purposes except that Landlord may in any event use the Premises as Tenant’s address for notice purposes. If more than one person or entity constitutes the “Tenant” under this Lease, service of any notice upon any one of said persons or entities shall be deemed as service upon all of said persons or entities.

9. Brokers. The parties recognize that the brokers who negotiated this Lease are the brokers whose names are stated in Paragraph (o) of the Summary, and agree that Landlord shall be solely responsible for the payment of brokerage commissions to said brokers. Tenant shall have no responsibility therefor. As part of the consideration for the granting of this Lease, Tenant represents and warrants to Landlord that no other broker, agent or finder was hired, negotiated or was instrumental in negotiating or consummating this Lease and there is no other real estate broker,

agent or finder who is, or might be, entitled to a commission or compensation in connection with this Lease. Any broker, agent or finder of Tenant whom Tenant has failed to disclose herein shall be paid by Tenant. Tenant shall hold Landlord (and/or each of the Landlord Parties) harmless from all damages and indemnify Landlord (and/or each of the Landlord Parties) for all said damages paid or incurred by Landlord (and/or each of the Landlord Parties) resulting from any claims that may be asserted against Landlord (and/or each of the Landlord Parties) by any broker, agent or finder who has, or has claimed to have, rendered services to Tenant undisclosed by Tenant herein. Landlord shall hold Tenant (and/or each of the Tenant Parties) harmless from all damages and indemnify Tenant (and/or each of the Tenant Parties) for all said damages paid or incurred by Tenant (and/or any of the Tenant Parties) resulting from any claims that may be asserted against Tenant (and/or any of the Tenant Parties) by any broker, agent or finder who has, or has claimed to have, rendered services to Landlord undisclosed by Landlord herein.

10. Holding Over. If Tenant remains in possession of the Premises after expiration or earlier termination of this Lease with Landlord’s express consent, Tenant’s occupancy shall be a month to month tenancy at a rent agreed upon by Landlord and Tenant, but in no event less than the Monthly Basic Rent and Operating Rent payable under this Lease during the last full month before the date of expiration or earlier termination. The month to month tenancy shall be on the terms and conditions of this Lease except as provided in the preceding sentence and the Lease clauses concerning extension rights. If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, at a rental rate equal to the greater of one hundred fifty percent (150%) of the Monthly Basic Rent which would be applicable to the Premises upon the date of expiration of the Term (prorated on a daily basis) or fair market value as reasonably determined by Landlord, and otherwise subject to the terms, covenants and conditions herein specified, so far as applicable including, without limitation, the obligation to pay increased Operating Expenses as provided in Paragraph 5. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this Paragraph 10 are in addition to and do not affect Landlord’s right of re-entry or any rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite written demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability arising out of such failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender. No provision of this Paragraph 10 shall be construed as implied consent by Landlord to any holding over by Tenant. Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon expiration or other termination of this Lease. The provisions of this Paragraph 10 shall not be considered to limit or constitute a waiver of any other rights or remedies of Landlord provided in this Lease or at law.

11. Taxes on Tenant’s Property. Tenant shall be liable for and shall pay before delinquency, taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises. If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed value of the Site, the Building, and/or the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant, and if Landlord, after written notice to Tenant, pays the taxes based upon such increased assessments, which Landlord shall have the right to do regardless of the validity thereof, but only under proper protest if requested by Tenant, then, upon demand Tenant shall repay to Landlord the taxes levied against Landlord, or the proportion of such taxes resulting from such

increase in the assessment. Notwithstanding the foregoing, at Tenant’s sole cost and expense and at no expense or cost to Landlord, Tenant shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring a good faith suit in any court of competent jurisdiction to recover the amount of any such taxes so paid under protest, any amount so recovered to belong to Tenant.

12. Condition of Premises. Other than with respect to the completion of Landlord’s construction obligations set forth in Paragraph 1.4 and the Work Letter, which shall be done in a good and workmanlike manner, and other than as expressly stated herein, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business; provided, however, that Landlord represents and warrants to Tenant that, upon the Delivery Date, the Building, the Site and the Premises shall be in compliance with all Applicable Laws, including the Americans with Disabilities Act of 1990, as amended from time to time. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Landlord represents that the Service Facilities (as defined below) are, or will be as of the Commencement Date, in good working condition and comply with all Applicable Laws.

13. Alterations.

13.1 Other than changes to the roof, the structural portions of the Building and/or the Premises, and to the foundation, Tenant may, at any time and from time to time during the Term of this Lease, at its sole cost and expense, make alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively called “Changes” and individually, a “Change”) in and to the Premises, on the following conditions, provided that such Changes will not result in a violation of all applicable laws, rules, orders, ordinances, directions, regulations and requirements of all governmental authorities, agencies, offices, departments, bureaus and boards having jurisdiction thereof laws, codes, regulations, orders or injunctions (collectively, “Applicable Laws”) or require a change in the Certificate of Occupancy applicable to the Premises:

(a) The outside appearance, character or use of the Building shall not be affected, and no Changes shall weaken or impair the structural strength or, in the reasonable opinion of Landlord, lessen the value of the Building, the Site, and/or the Premises or cause material and unusual expenses to be incurred upon the removal of Changes and the restoration of the Premises upon the termination of this Lease that Tenant does not agree to bear; provided, however, that Landlord acknowledges and agrees that Changes relating to Tenant’s use of the Premises as permitted hereunder, including, without limitation, the construction of a production/post-production and broadcast facility and the Permitted Ground Floor Changes are hereby approved. Notwithstanding such approval, Landlord shall have the right to disapprove the Changes described in the immediately preceding sentence if the Changes (a) adversely affect the structure of the Building, (b) adversely affect the Service Facilities, (c) do not comply with Applicable Laws or (d) unreasonably interfere with normal and customary business operations of Landlord or other tenants of the Building (the “Disapproval Conditions”).

(b) No part of the Building outside of the Premises shall be physically affected.

(c) The proper functioning of any of the mechanical, electrical, sanitary and other service systems or instillations of the Building (“Service Facilities”) shall not be adversely affected, and there shall be no construction which might interfere with Landlord’s free access to the Service Facilities or interfere with the moving of Landlord’s equipment to or from the enclosures containing the Service Facilities.

(d) In performing the work involved in making such Changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph 13, and Tenant shall not unreasonably interfere with or disturb any other tenants (of such tenants, invitees, employees, or agents) use and enjoyment of the Site and the Building.

(e) All work shall be done at such times and in such manner as is set forth in this Paragraph 13.

(f) Tenant shall not be permitted to install and make part of the Premises any materials, fixtures or articles (excluding Tenant’s trade fixtures, personal property and other items specified in Paragraph 13.7 below) which are subject to liens, conditional sales contracts or chattel mortgages.

(g) At the date upon which the Term of this Lease shall end, or the date of any earlier termination of this Lease, Tenant shall, unless otherwise requested by Landlord in writing, restore the Premises to their condition prior to the making of any Changes permitted by this Paragraph, reasonable wear and tear excepted. If Tenant fails to complete the restoration before expiration of the Term, Landlord may complete the restoration and charge the reasonable cost of the restoration to Tenant. Tenant shall have no obligation to restore the Premises to its condition prior to (i) the construction of the tenant improvements contemplated by Paragraph 1.4, or (ii) any Changes made by Tenant during the first twenty-four (24) months of the Term that relate to Tenant’s use of the Premises as permitted hereunder, provided such Changes are made in compliance with the provisions of this Paragraph 13.

13.2 Before proceeding with any Change (exclusive only of changes to items constituting Tenant’s personal property), Tenant shall submit to Landlord plans and specifications for the work to be done, which shall in all cases require Landlord’s prior written approval, which approval shall not be withheld unless the Disapproval Conditions apply. Landlord shall review and approve or disapprove all such plans and specifications within ten (10) days following the date upon which Tenant submits the same to Landlord. Landlord may confer with consultants in connection with the review of such plans and specifications. If Landlord or such consultant(s) shall disapprove of any of the Tenant’s plans, Tenant shall be advised of the reasons of such disapproval with reasonable specificity. In any event, Tenant agrees to pay to Landlord, as additional rent, the reasonable cost of such consultation and review within thirty (30) days following receipt of invoices either from Landlord or such consultant(s). Any Change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no material amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord, which approval shall not be withheld unless the Disapproval Conditions apply.

13.3 [Intentionally Deleted]

13.4 Tenant shall submit to Landlord for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) the name and address of each contractor intended to be used by Tenant in connection with construction of Changes. Landlord shall review and approve or disapprove all such contractors within ten (10) days following the date upon which Tenant submits the same to Landlord. If Landlord approves the construction of specific interior improvements in the Premises by contractors or mechanics selected by Tenant and approved by Landlord, then Tenant’s contractors shall obtain on behalf of Tenant and at Tenant’s sole cost and expense, all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion. In the event Tenant shall request any Changes in the work to be performed after the submission of the plans referred to in this Paragraph 13, such additional Changes shall be subject to the same approvals and notices as the Changes initially submitted by Tenant.

13.5 All Changes and the performance thereof shall at all times comply with (i) all Applicable Laws, (ii) all rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, or of any similar insurance body or bodies, and (iii) all reasonable and non-discriminatory rules and regulations of Landlord, and Tenant shall cause Changes to be performed in compliance therewith and in good and workmanlike manner, using materials and equipment at least equal in quality and class to the installations of the Building. Changes shall be performed in such manner as not to unreasonably interfere with the occupancy of any other tenant in the Building nor delay or impose any additional material expense upon Landlord in construction, maintenance or operation of the Building, and shall be performed by Contractors or mechanics approved by Landlord and submitted to Tenant pursuant to this Paragraph, who shall coordinate their work in cooperation with any other work being performed with respect to the Site and/or the Building. Throughout the performance of Changes, Tenant, at its expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits, and general liability insurance for any occurrence in or about the Building, of which Landlord and its managing agent shall be named as parties insured, in limits of $1,000,000 per occurrence and in the aggregate, with insurers reasonably satisfactory to Landlord all in compliance with Subparagraph 20.2. Notwithstanding any provision of this Lease to the contrary, except as provided below, in no event shall Landlord be required to undertake any alteration or any improvements of any kind whatsoever in connection with the Premises or the Building as a result of or in connection with any Changes being made by Tenant. Without limiting the foregoing, Landlord shall not be required to make any improvements or alteration of any kind whatsoever in order to comply with any Applicable Laws which may be required in connection with Changes being made by Tenant, except that if the Site and/or the Building are not in compliance with all Applicable Laws as of the date of this Lease, then any improvements required to be made to bring the Site and/or the Building into compliance shall be performed by Landlord at no cost to Tenant.

13.6 Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond (pursuant to California Civil Code Section 3143) or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant. All alterations, decorations, additions or improvements upon the Premises, made by either party, including (without limiting the generality of the foregoing) all wall covering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise and except as provided in Paragraph 13.7 below, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the Term hereof. Notwithstanding the foregoing, Landlord may by written notice, given to Tenant at least thirty (30) days prior to the end of the

Term, require Tenant to remove all partitions, counters, railings, changes and the like installed by Tenant, and Tenant shall repair any damage to the Premises arising from such removal or, at Landlord’s option, shall pay to the Landlord all of Landlord’s costs of such removal and repair. Notwithstanding the sentence immediately above, Tenant shall not be required to remove or restore any Changes (a) which Landlord agreed in accordance with the provisions of Subparagraph 13.1(g) need not be removed or restored or (b) which, at the time Landlord grants its approval of the Changes hereunder, Landlord does not specify in writing shall be required to be removed.

13.7 With the exception of the Personal Property listed in Exhibit D, all articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant. Tenant may remove such items at Tenant’s sole cost and expense at any time during the Term, and Tenant shall restore and repair all damage to the Premises caused by such removal, and shall otherwise perform such removal in accordance with Landlord’s reasonably imposed scheduling and other requirements. If Tenant shall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof. Tenant agrees to pay Landlord upon demand any and all reasonable expenses incurred in such removal, including court costs and attorneys’ fees and storage charges on such effects for any length of time that the same shall be in Landlord’s possession, or Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain Landlord shall apply such proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the removal and sale of said effects.

13.8 Landlord reserves the right at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant’s obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Site or the Building (including the Premises if required so to do by any law or regulation) and to the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages and stairways thereof; provided, however, that Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s conduct of business in the Premises in the performance of such work and, with respect to any such work which is required to be performed in the Premises, Landlord shall not perform such work during normal business hours unless it is unavoidable. Without limitation to the foregoing, Landlord may change the name by which the Building is commonly known, as Landlord may deem necessary or desirable; provided, however, that in no event shall the name of the Building identify a media company, and Landlord shall be responsible for all reasonable costs and expenses incurred by Tenant as a result of such name change. Nothing contained in this Paragraph 13 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with respect to the terms, covenants and conditions of the Lease, to making any repair, replacement or improvement required hereby, or to complying with any law, order or requirement of any government or other authority. Nothing contained in this Paragraph 13, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision of repair of the Site, the Building and/or the Premises or any part thereof other than as otherwise provided in this Lease.

13.9 Within thirty (30) days of completion of any Changes that require a building permit, Tenant shall provide Landlord with a set of final “as-built” plans.

13.10 If, following completion of the Tenant Improvements, the Tenant Improvement Allowance (as defined in the Work Letter) has not been fully disbursed, then Landlord agrees to contribute the remaining portion of the Tenant Improvement Allowance to any Changes performed by Tenant during the first twenty-four (24) months of the Term. Landlord shall disburse the remaining portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after Tenant’s written demand, which written demand may be made not more often than monthly and shall be accompanied by (i) copies of applicable invoices, (ii) a written statement from Tenant’s architect or contractor that the work described on any such invoices has been completed in accordance with the approved plans and specifications, and (iii) properly executed lien waivers from Tenant’s general contractor to the extent of the work described in such invoices. In the event Landlord fails to disburse the remainder of the Tenant Improvement Allowance as provided in this Paragraph within thirty (30) days of receipt of Tenant’s written demand, and provided that Tenant has complied with all of the requirements for such disbursement, Tenant may offset against the next due payments of Monthly Basic Rent the amount of the Tenant Improvement Allowance to which Tenant is entitled. Notwithstanding the foregoing, Tenant shall not have any offset rights if Landlord disputes Tenant’s entitlement to the amounts demanded by Tenant. In the event of such a dispute, the provisions of Paragraph 55 shall apply.

14. Repairs.

14.1 Subject to the provisions of Paragraph 20.6 below, Tenant shall, when and if needed, at Tenant’s sole cost and expense, maintain and make all repairs to the Premises and each and every part thereof, to keep, maintain and preserve the Premises, and each and every system exclusively serving the Premises (other than any such systems located in the Server Room, which shall, subject to inclusion as an Operating Expense, be Landlord’s responsibility), in good condition, excepting ordinary wear and tear and damage by fire or other casualty. Any such maintenance and repair shall be performed by Landlord’s contractor, or a contractor or contractors approved in advance in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that if such maintenance and repair is performed by Landlord’s contractor, then Landlord agrees that (a) the cost to Tenant of such maintenance and repair shall be reasonably priced vis-ˆ-vis the cost to Tenant if Tenant had contracted directly for such maintenance and repair with another qualified contractor approved by Landlord to perform work in the Building, and (b) the time period required to perform such maintenance and repair shall not be materially longer than the time period requited to complete such work had Tenant contracted directly therefor. All costs and expenses incurred in such maintenance and repair shall be paid by Tenant within thirty (30) days after billing by Landlord or such contractor or contractors. If Tenant hires a contractor other than Landlord’s contractor, then the contract between Tenant and such contractor shall provide that Landlord be copied on all notices and invoices delivered to Tenant. Tenant shall upon the expiration or sooner termination of the Term hereof surrender the Premises to Landlord in good condition and repair, reasonable wear and tear and damage by fire or other casualty excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as provided in Paragraphs 1.4, 14.2, 21 and 22, and the parties hereto affirm that Landlord (and each of the Landlord Parties) has made no representations to Tenant respecting the condition of the Site, the Premises or the Building, except as specifically herein set forth. Notwithstanding anything set forth above in this Paragraph to the contrary, Tenant shall have no obligation to install, maintain or repair any of the structural elements or systems of the Building, unless such work is required due to Tenant’s specific use or misuse of the Premises.

14.2 Notwithstanding anything contained in Subparagraph 14.1 above to the contrary, Landlord shall repair and maintain the structural portions of the Building, the exterior of the Building, the Common Areas of the Site and the Service Facilities in good condition, unless and to the extent such maintenance and repairs are, subject to the provisions of Paragraph 20.6 below, necessary as a result of the act, neglect, fault of or omission of any duty of Tenant, its agents, servants, employees, representatives or invitees, in which case Tenant shall pay to Landlord as additional rent, the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs, or to perform any maintenance, unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant; provided, however, that (a) Landlord shall proceed forthwith to effect any necessary repairs with reasonable diligence, but in all events Landlord shall commence making such repairs within thirty (30) days after having received Tenant’s notice (or, in the case of an emergency situation or imminent threat to life or safety, as soon as reasonably practicable under the circumstances) and diligently pursue such repairs to completion; and (b) if an emergency situation or imminent threat to life or safety arises in the Premises, Tenant may, following any type of notice to Landlord which is reasonable under the circumstances, immediately make such repairs as are necessary to avoid or mitigate such emergency situation or threat, in which event, provided the same are Landlord’s responsibility hereunder, Landlord shall reimburse Tenant for the reasonable cost thereof within thirty (30) days following receipt of a reasonably detailed invoice therefor. Except as provided in Paragraph 17.2 and Paragraph 21 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 and of any similar law, statute or ordinance now or hereafter in effect.

15. Liens. As provided in Paragraph 13.6 above, Tenant covenants and agrees that any mechanic’s lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond (pursuant to California Civil Code Section 3143) or otherwise, within twenty (20) days after the filing thereof, at the cost and expense of Tenant. Landlord shall have the right at all reasonable times to post and keep posted on the Premises any notices which it deems necessary for protection from such liens. Notwithstanding any other provision in this Lease to the contrary, if Tenant does not comply with the foregoing requirements, Landlord may, without waiving its rights and remedies based on such breach of Tenant and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Thereafter, Tenant shall promptly pay to Landlord, upon notice by Landlord, any sum paid by Landlord to remove such liens, together with interest at the maximum rate per annum permitted by law from the date of such payment by Landlord.

16. Entry by Landlord. Landlord reserves and shall at any and all reas