EIGHTH AMENDMENT TO OFFICE/RETAIL LEASE

This EIGHTH AMENDMENT TO OFFICE/RETAIL LEASE (this "Eighth Amendment") is dated for reference purposes only as of May 30, 2014 (the "Effective Date" or "ED"), by and between KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company ("Landlord"), and UNION BANK, N.A., a national banking association, formerly known as Union Bank of California, N.A. ("Tenant").

A.    Hines VAF UB Plaza, L.P., a Delaware limited partnership, as landlord (the "Original Landlord"), and Tenant, as tenant, entered into that certain Office/Retail Lease dated as of October 8, 2008 (the "Original Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain space as more particularly described in the Lease (the "Original Premises") in that certain building located at 445 South Figueroa Street, Los Angeles, California 90071.

B.    Original Landlord and Tenant entered into that certain First Amendment to Office/Retail Lease dated as of November 17, 2008 (the "First Amendment"), pursuant to which the parties (i) expanded the Original Premises to include the 28th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, all as more particularly described in the First Amendment.

C.    Original Landlord and Tenant entered into that certain Second Amendment to Office/Retail Lease dated as of July 10, 2009 (the "Second Amendment"), pursuant to which the parties (i) expanded the Original Premises and the 28th Floor Expansion Space to include the Second Amendment Expansion Space, and (ii) otherwise modified the terms of the Original Lease and the First Amendment, all as more particularly described in the Second Amendment.

D.    Original Landlord and Tenant entered into that certain Third Amendment to Office/Retail Lease dated as of April 14, 2010 (the "Third Amendment"), pursuant to which the parties modified certain of the terms of the Original Lease, the First Amendment and the Second Amendment, all as more particularly described in the Third Amendment.

E.    Original Landlord and Tenant entered into that certain Fourth Amendment to Office/Retail Lease dated as of August 10, 2010 (the "Fourth Amendment"), pursuant to which the parties (i) expanded the Original Premises, the 28th Floor Expansion Space and the Second Amendment Expansion Space to include the 35th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, the First Amendment, the Second Amendment and the Third Amendment, all as more particularly described in the Fourth Amendment.

F.    Landlord and Tenant entered into that certain Fifth Amendment to Office/Retail Lease dated as of October 31, 2010 (the "Fifth Amendment"), pursuant to which the parties modified certain of the terms of the Original Lease, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, all as more particularly described in the Fifth Amendment.

G.    Landlord and Tenant entered into that certain Sixth Amendment to Office/Retail Lease dated as of February 15, 2011 (the "Sixth Amendment"), pursuant to which the parties converted certain visitor parking spaces into reserved parking spaces, all as more particularly described in the Sixth Amendment.

H.    Landlord and Tenant entered into that certain Seventh Amendment to Office/Retail Lease dated as of November 14, 2012 (the "Seventh Amendment"), pursuant to which the parties (i) expanded

the Existing Premises to include the 34th Floor Expansion Space, and (ii) otherwise modified the terms of the Original Lease, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, all as more particularly described in the Seventh Amendment.

I.    The Original Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, and Seventh Amendment are collectively referred to herein as the "Lease." The Original Premises, 28th Floor Expansion Space, Second Amendment Expansion Space, 35th Floor Expansion Space, and 34th Floor Expansion Space are sometimes collectively referred to herein as the "Existing Premises." Landlord is the successor-in-interest to Original Landlord as "Landlord" under the Lease.

J.    Capitalized terms which are used in this Eighth Amendment without definition have the meanings given to them in the Lease.

K.    The parties now desire to amend the terms of the Lease to (i) expand the Existing Premises by 24,475 rentable square feet to include that certain space containing approximately 16,354 rentable square feet known as Suite 2700 and comprising the entire rentable area of the twenty-seventh (27th) floor of the Building, as depicted on Exhibit A attached hereto, and that certain space containing approximately 8,121 rentable square feet known as Suite 2600 on the twenty-sixth (26th) floor of the Building, as depicted on Exhibit A-1 attached hereto (the "Suite 2600 and 2700 Expansion Space"); and (ii) otherwise modify the Lease, all upon the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Eighth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.    Expansion of Existing Premises. The "Premises" leased by Tenant under the Lease shall be expanded and redefined to include the Suite 2600 and 2700 Expansion Space for the period (the "Suite 2600 and 2700 Lease Term") commencing upon the Effective Date (the "Suite 2600 and 2700 Commencement Date") and expiring on January 31, 2022 (the "Suite 2600 and 2700 Expiration Date"). This Eighth Amendment will go into effect when executed by Landlord and Tenant, but Tenant will not have to pay Rent for the Suite 2600 and 2700 Expansion Space until the Rent Commencement Date, as defined and qualified in Section 7(b) and Section 10 of Exhibit B, and the Suite 2600 and 2700 Expansion Space shall be leased on the same terms and conditions set forth in the Lease, subject to the modifications set forth in this Eighth Amendment. Landlord and Tenant hereby agree and have verified that the rentable area of the Suite 2600 and 2700 Expansion Space (as set forth in Recital K above) has been calculated in accordance with 1996 BOMA, and is not subject to adjustment or re-measurement by Landlord or Tenant. Notwithstanding the expansion and redefinition of the Premises to include the Suite 2600 and 2700 Expansion Space as provided hereinabove:

(a)    To avoid confusion, the parties specifically agree that the provisions of Sections 4.3.4 and 14.7 of the Original Lease shall continue to be applicable to the Suite 2600 and 2700 Expansion Space;

(b)    Tenant shall not have any right to terminate the Lease as amended by this Eighth Amendment (the "Amended Lease") with respect to the entire Premises pursuant to Sections 11.2, 13.1 or 19.7.2 of the Original Lease (and Landlord shall not have such termination right with respect to the entire Premises pursuant to Sections 11.2 or 13.1 of the Original Lease) in the

event of any casualty damage, condemnation or Abatement Event, respectively, that pertains only to the Suite 2600 and 2700 Expansion Space, but each party shall retain their respective termination rights to terminate the Amended Lease as to the Suite 2600 and 2700 Expansion Space, only, if and to the extent such casualty damage, condemnation or Abatement Event affects such applicable space and otherwise satisfies the requirements for termination as set forth in Sections 11.2, 13.1 and/or 19.7.2, respectively, of the Original Lease.

(c)    The Permitted Use for the Suite 2600 and 2700 Expansion Space shall be limited to Office Space Permitted Use, only; and

(d)    Tenant shall not be entitled to exercise (A) Tenant's options to renew the Lease Term pursuant to Section 2.2 of the Original Lease with respect to the Suite 2600 and 2700 Expansion Space, or (B) Tenant's option to terminate the Lease pursuant to Section 2.4 of the Original Lease with respect to the Suite 2600 and 2700 Expansion Space, it being understood that such options to renew and terminate shall not apply to Suites 2600 and 2700, but Tenant may renew pursuant to Section 7 below.

2.    Condition of Suite 2600 and 2700 Expansion Space. Except as specifically set forth in this Eighth Amendment and in the Work Letter attached as Exhibit B hereto, Tenant shall accept the Suite 2600 and 2700 Expansion Space and the Building, including the base, shell, and core of (i) the Suite 2600 and 2700 Expansion Space, and (ii) the floor of the Building on which the Suite 2600 and 2700 Expansion Space is located (collectively, the "Base, Shell, and Core") in their "AS-IS" condition as of the Suite 2600 and 2700 Commencement Date and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Suite 2600 and 2700 Expansion Space. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Suite 2600 and 2700 Expansion Space, the Building or the Real Property except as specifically set forth in this Eighth Amendment and the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Eighth Amendment neither the Suite 2600 and 2700 Expansion Space nor the Building has undergone inspection by a Certified Access Specialist. Landlord represents to Tenant that, notwithstanding the foregoing, prior to delivery of the Suite 2600 and 2700 Expansion Space to Tenant, Landlord shall abate, including by encapsulating if necessary, all existing asbestos containing materials ("ACM") from all of the Suite 2600 and 2700 Expansion Space located on the twenty-sixth (26th) floor and twenty-seventh (27th) floor ("Landlord's Work").

3.    Contingency. Notwithstanding the foregoing, Tenant hereby expressly acknowledges and agrees that an existing third-party tenant (the "Existing Tenant") is currently occupying a portion of the Suite 2600 and 2700 Expansion Space located on the twenty-seventh (27th) floor of Premises (the "27th Floor Space") and is scheduled to vacate and surrender the 27th Floor Space to Landlord on or before October 31, 2014, and Landlord will not be able to commence Landlord's Work and deliver the Suite 2600 and 2700 Expansion Space to Tenant until after the Existing Tenant vacates and surrenders the 27th Floor Space to Landlord. Landlord agrees not to consent to the Existing Tenant's holdover in the 27th Floor Space and not to extend the term of the lease for the space occupied by the Existing Tenant and Landlord shall institute unlawful detainer proceedings against the Existing Tenant if such Existing Tenant does not vacate such space by December 1, 2014. Notwithstanding anything to the contrary contained in this Eighth Amendment, but subject to Landlord complying with Section 7(a) of Exhibit B, in no event shall Landlord be in default or breach, nor liable for damages hereunder, if the Existing Tenant fails to timely deliver the 27th Floor Space to Landlord and such delay delays completion of Landlord's Work and delivery of the 27th Floor Space to Tenant.

4.    Base Rent. Base Rent for the Suite 2600 and 2700 Expansion Space shall be calculated separate and apart from the Base Rent payable for the Original Premises, the 28th Floor Expansion Space, the Second Amendment Expansion Space, the 34th Floor Expansion Space and the 35th Floor Expansion Space during the Suite 2600 and 2700 Lease Term. Effective as of the Rent Commencement Date (as defined and qualified in Sections 7(b) and 10 of the Work Letter), Base Rent for the Suite 2600 and 2700 Expansion Space shall be as set forth in the following schedule:

*Gross Base Rent shall be prorated for any partial month in which the Rent Commencement Date occurs.

Notwithstanding the foregoing, Landlord hereby agrees to abate in full Tenant's obligation to pay the Base Rent and Direct Expenses due during the second (2nd) through eighth (8th) full calendar months starting on the first day of the first full month following the Rent Commencement Date (the "Abatement Months") (such amount of abated Base Rent and Direct Expenses being hereinafter collectively referred to as the "Abated Amount"). During such Abatement Months, Tenant will still be responsible for the payment of all other monetary obligations due under the Amended Lease.

The anticipated Rent Commencement Date of May 1, 2015 shall be extended one (1) day for each day Tenant is actually delayed in designing, permitting and constructing its Tenant Improvements in, and moving into, Suite 2600 and Suite 2700 because of Landlord Delays or Force Majeure Events as set forth in Exhibit B but not beyond the date Tenant commences business operations from Suite 2600 and Suite 2700 but in no event will the Rent Commencement Date occur earlier than May 1, 2015.

5.    Tenant's Share. During the Suite 2600 and 2700 Lease Term, Tenant's Share of increases in Direct Expenses for the Suite 2600 and 2700 Expansion Space and Tenant's obligations to pay Tenant's Share of increases in Direct Expenses for the Suite 2600 and 2700 Expansion Space shall be calculated and billed to Tenant separate and apart from the Existing Premises and shall be equal to 4.029% (calculated by dividing 24,475 rentable square feet within the Suite 2600 and 2700 Expansion Space by 607,517 rentable square feet in the Building [excluding the existing retail portion of the Real Property located outside the retail/office tower portion of the Building]).

6.    Annual Direct Expense Allowance. The Annual Direct Expense Allowance for the Suite 2600 and 2700 Expansion Space shall be the amount of Direct Expenses for the calendar year 2015 calculated in accordance with Section 4.2 of the Original Lease. Provided, however, under no circumstances will Tenant be required to pay for Direct Expenses for the first twelve (12) months following the Rent Commencement Date.

7.    Option to Extend.

7.1    Extension Options. Provided Tenant is not in default under Section 19.1 of the Amended Lease on either the date of Tenant giving an Extension Notice (defined below) or on the commencement date of the relevant Option Term (each an "Option Term Commencement Date"), Tenant shall have two (2) options to extend the Suite 2600 and 2700 Lease Term (each an "Extension Option") beyond the Lease Expiration Date for an additional period of five (5) years each (each, an "Option Term"). The applicable Extension Option shall be exercisable by Tenant giving written exercise notice thereof ("Extension Notice") to Landlord a minimum of nine (9) months, but not more than twelve (12) months, prior to the expiration of the then current Suite 2600 and 2700 Lease Term.

7.1.1    If Tenant elects to exercise an Extension Option, such Extension Option must be exercised as to the entire Suite 2600 and 2700 Expansion Space collectively, or as to either of the entire Suite 2600 or as to the entire Suite 2700 space as then leased by Tenant under the Amended Lease as of the date Tenant delivers Tenant's Extension Notice to Landlord.

7.1.2    The Base Rent payable hereunder for the Suite 2600 and 2700 Expansion Space during each Option Term shall be adjusted as of each Option Term Commencement Date to an amount equal to the Fair Market Rental Rate for the Suite 2600 and 2700 Expansion Space at that time, calculated on a per rentable square foot basis and multiplied by the number of rentable square feet of the Suite 2600 and 2700 Expansion Space. The Fair Market Rental Rate for each Option Term shall be determined in accordance with the provisions and the time line set forth in Section 7.2 below.

7.1.3    Tenant shall pay Additional Rent during each of the Option Terms as to which an Extension Option is exercised, in accordance with the provisions of the Amended Lease, subject to the adjustment in the Base Year, if any, determined in connection with the determination of the Fair Market Rental Rate under Section 7.2 below.

7.1.4    Each Extension Option set forth in this Section 7.1 is personal to the Original Tenant and any Affiliate to which such Extension Option has been assigned, and may not be assigned, transferred or conveyed to, or exercised by, any other party.

7.2    Fair Market Rental Rate.

7.2.1    Exclusive Procedure. The Fair Market Rental Rate for the Option Terms and for any Right of First Offer shall be determined pursuant to the provisions of this Section 7.2. Tenant and Landlord shall have no further right to appraisal and shall be obligated to accept the rate as determined hereby.

7.2.2    Definition. The phrase "Fair Market Rental Rate" shall mean the fair market value annual rental rate per square foot of rentable area as defined, conditioned and determined in accordance with Sections 2.3.2 and 2.3.3 of the Original Lease.

8.    Right of First Offer .

8.1    Grant of Option; Conditions. Tenant shall have an ongoing right of first offer to lease (the "Right of First Offer") any separately demised space on the twenty-sixth (26th) floor of the Building (the "ROFO Space"). Tenant's Right of First Offer shall be exercised as follows: within thirty (30) days after Landlord has determined that an existing tenant in all or any portion

of the ROFO Space will not extend or renew the term of its lease for such portion of the ROFO Space (but prior to leasing such ROFO Space to a party other than the existing tenant), Landlord shall deliver written notice to Tenant (the "ROFO Notice") of the terms under which Landlord is prepared to lease such portion of the ROFO Space to Tenant for the remainder of the Suite 2600 and 2700 Lease Term, which terms shall reflect the Fair Market Rental Rate (as defined in Section 7.2.2 above) for such ROFO Space as reasonably determined by Landlord and taking into account the then remaining length of the Suite 2600 and 2700 Lease Term. Tenant may lease such ROFO Space in its entirety only, and for the remainder of the Suite 2600 and 2700 Lease Term only, under such terms, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within five (5) days after the date of the ROFO Notice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with a ROFO Notice, if:

8.1.1    Tenant is in default under Section 19.1 of the Lease at the time that Landlord would otherwise deliver the ROFO Notice; or

8.1.2    Intentionally omitted; or

8.1.3    the Lease has been assigned (other than pursuant to a Permitted Transfer as set forth in Section 14.7 of the Lease) prior to the date Landlord would otherwise deliver the ROFO Notice; or

8.1.4    Tenant and/or an Affiliate is occupying less than eighty-five percent (85%) of the rentable area of the Premises inclusive of the Suite 2600 and 2700 Expansion Space (not including any portion of the Suite 2600 and 2700 Expansion Space recaptured by Landlord pursuant to the Amended Lease), on the date Landlord would otherwise deliver the ROFO Notice; or

8.1.5    Tenant and/or an Affiliate does not intend to use the ROFO Space for Tenant's and/or an Affiliate's exclusive use during the Suite 2600 and 2700 Lease Term; or

8.1.6 Intentionally omitted.

8.2    Terms for ROFO Space.

8.2.1    The term for the ROFO Space shall commence upon the commencement date stated in the ROFO Notice and shall terminate coterminously with the Term of the Lease for the Suite 2600 and 2700 Expansion Space. Upon the commencement date stated in the ROFO notice, such ROFO Space shall be considered a part of the Suite 2600 and 2700 Expansion Space, provided that all of the terms stated in the ROFO Notice shall govern Tenant's leasing of the ROFO Space and only to the extent that they do not conflict with the ROFO Notice, the terms and conditions of the Amended Lease shall apply to the ROFO Space.

8.2.2    Tenant shall pay Base Rent and Rent for the ROFO Space in accordance with the terms and conditions of the ROFO Notice, which terms and conditions shall reflect the Fair Market Rental Rate for the ROFO Space as determined in Landlord's reasonable judgment.

8.2.3    The ROFO Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the ROFO Space or as of the date the term for such ROFO Space commences, unless the ROFO Notice specifies any work to be performed by Landlord in the ROFO Space, in which case Landlord shall perform such work in the ROFO Space. If Landlord

is delayed delivering possession of the ROFO Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the ROFO Space shall be postponed until the date Landlord delivers possession of the ROFO Space to Tenant free from occupancy by any party.

8.3    Termination of Right of First Offer. The rights of Tenant hereunder with respect to all ROFO Space shall terminate on (i) the date that is twenty-four (24) months prior to the Lease Expiration Date as such date may be extended if Tenant exercises its Option To Extend under Section 7 above; or (ii) the date Landlord would have provided Tenant a ROFO Notice if Tenant had not been in default under Section 19.1 of the Lease.

8.4    ROFO Amendment. If Tenant exercises its Right of First Offer, Landlord shall prepare an amendment (the "ROFO Amendment") adding the ROFO Space to the Suite 2600 and 2700 Expansion Space on the terms set forth in the ROFO Notice and reflecting the changes in the Base Rent, rentable square footage of the Suite 2600 and 2700 Expansion Space, Tenant's Share and other terms that the parties mutually agree are appropriate. A copy of the ROFO Amendment shall be sent to Tenant within a reasonable time after Landlord's receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the ROFO Amendment to Landlord within fifteen (15) days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the ROFO Amendment is executed.

8.5    Rights Personal. The Right of First Offer is personal to the Original Tenant and any Affiliate to which such Right of First Offer has been assigned, and may not be assigned, transferred or conveyed to, or exercised by, any other party.

8.6    Ongoing Right. If Tenant does not exercise its Right of First Offer, then Landlord may request in writing as to whether (a) Tenant has no interest in leasing the ROFO Space at any lease rate or (b) Tenant would be interested in leasing the ROFO Space if the lease rate were less than 95% of the rate contained in the ROFO Notice Premises. If Tenant shall respond as provided in subpart (a), Landlord shall be free to lease the ROFO Space on any terms acceptable to Landlord. If Tenant responds as provided in subpart (b), Landlord may not lease all or any part of the space designated in the ROFO Notice on terms that are less than 95% if the terms set forth in the ROFO Notice without first reoffering such space to Tenant in accordance with this Section 8.

9.    Additional and Current Tenant Signs. Landlord shall provide to Tenant, at Tenant's sole cost and expense Building standard suite entry and directory board identity signs identifying the name of Tenant and/or any Affiliate occupying the Suite 2600 and 2700 Expansion Space. In addition to the foregoing, provided that Tenant is not in default under Section 19.1 of the Lease and Tenant or an Affiliate occupies no less than eighty-five (85%) of the Suite 2600 and 2700 Expansion Space, and subject to Landlord's prior reasonable approval, rights of existing tenants, the sign criteria for the Building, all covenants, conditions, and restrictions affecting the Project and all applicable laws, rules, regulations, and local ordinances, and subject to Landlord or Tenant obtaining all necessary permits and approvals from the City of Los Angeles, Tenant shall also have the non-exclusive right, at Tenant's sole cost and expense, to have its name and/or its Affiliate's name placed on one panel of the monument sign for the Building located adjacent to Fifth Street ("Monument Sign"), provided Tenant shall not have the right to have two (2) panels on the Monument Sign bearing the same name (i.e., must be two different names), Tenant acknowledging that Tenant already has one sign panel on the Monument sign for its own name. The location of Tenant's Affiliate's panel on the Monument Sign will be determined by Landlord. Tenant shall be solely responsible for payment of all costs and expenses arising from the Building Sign and Tenant's panel on the Monument Sign, including, without limitation, all design, fabrication and

permitting costs, license fees, installation, maintenance, repair and removal costs. Tenant is granted the right at its sole cost and expense to change all of its signage as necessary to reflect any new name, logo, lettering or coloring of its name or the name of its Affiliate.

Landlord shall maintain and repair all of Tenant's signs at Tenant's expense. Upon the expiration or earlier termination of the Amended Lease, Landlord shall, at Tenant's sole cost and expense (except as otherwise set forth hereinabove or in the Lease), (i) cause all of Tenant's signs to be removed from the exterior and interior of the Building and the Common Areas, (ii) repair any damage caused by the removal of Tenant's signs, and (iii) restore the underlying surfaces to the condition existing prior to the installation of Tenant's signs.

The sign rights granted herein are personal to the original Tenant and any Affiliate (subject to the limitations expressed herein), and may not be assigned, voluntarily or involuntarily, to any person or entity except as permitted by Article 23 of the Lease. The rights granted to the original Tenant hereunder are not assignable separate and apart from the Lease, nor may any right granted herein be separated from the Lease in any manner, either by reservation or otherwise, except as permitted by Article 23 of the Lease.

10.    Tenant Parking. Tenant shall have the right, but not the obligation, to rent, on a monthly basis throughout the Suite 2600 and 2700 Lease Term, twenty-four (24) unreserved parking privileges in the Building Parking Area. All of the parking privileges leased by Tenant pursuant to this section shall be provided by Landlord, or at the option of Landlord, by a parking operator designated by Landlord (the "Operator"). Tenant shall pay to Landlord (or to the Operator) for the use of such parking privileges so leased by Tenant pursuant to this section, on a monthly basis throughout the Suite 2600 and 2700 Lease Term, the prevailing monthly parking rates charged from time to time by Landlord (or the Operator) for unreserved parking privileges within the Building Parking Area (plus applicable parking taxes). The current rate for reserved parking spaces is Four Hundred Three and 76/100 Dollars ($403.76) per space per month and the current rate for unreserved parking spaces is Two Hundred Eighty-Eight Dollars and 40/100 ($288.40) per space per month

11.    Non-Disturbance. Concurrently with Landlord's execution of this Lease and delivery of a signed counterpart to Tenant, Landlord shall deliver to Tenant a letter from Landlord's lender in form reasonably satisfactory to Tenant pursuant to which Landlord's lender will acknowledge that the existing subordination, non-disturbance and attornment agreement ("SNDA") previously executed by Landlord, Tenant and Landlord's lender remains in full force and effect and applies to the Lease as previously amended including as amended by this Eight Amendment.

12.    Brokers. Landlord and Tenant each hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Eighth Amendment other than Jones Lang LaSalle, representing Landlord, and Cassidy Turley, representing Tenant (collectively, the "Brokers"), and that it knows of no other real estate broker or agent who is entitled to a commission in connection with this Eighth Amendment. Landlord and Tenant shall indemnify, defend and hold the other harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission, compensation or fees claimed by any broker or agent (other than the Brokers) in connection with this Eighth Amendment or its negotiation by reason of any act of the indemnifying party.

13.    Authority. Each signatory of this Eighth Amendment on behalf of Tenant and Landlord represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

14.    Affiliate. Notwithstanding anything in the Lease to the contrary, the term "Affiliate" shall be deemed to also include any entity under the control of, or under the common control of, Mitsubishi UFJ Financial Group, Inc.

15.    No Other Modification. Landlord and Tenant agree that except as otherwise specifically modified in this Eighth Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Eighth Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Eighth Amendment, the terms and conditions of this Eighth Amendment shall apply and govern the parties. This Eighth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Amendment.

16.    Notices. All notices to be provided to Tenant pursuant to the Lease shall be delivered to the following addresses:

Union Bank c/o CBRE, Inc.

Portfolio Administration Services

5100 Poplar Avenue, Suite 1000

Memphis, TN 38137

With a copy to:

Union Bank, N.A.

Office of General Counsel

400 California Street, 16th Floor

San Francisco, CA 94104

With a copy to:

Union Bank-Corporate Real Estate

Real Estate Manager (MC H-1RE)

350 California Street, Mezzanine

San Francisco, CA 94104

17.    SDN List. Landlord and Tenant each hereby represent and warrant that neither party nor any officer, director, employee, partner, member or other principal of such party is listed as a Specially Designated National and Blocked Person ("SDN") on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control ("OFAC").

1.    TENANT IMPROVEMENTS. As used in the Eighth Amendment and this Work Letter, the term "Tenant Improvements" or "Tenant Improvement Work" or "Tenant's Work" means those items of general tenant improvement construction shown on the Final Plans (described in Section 4 below), more particularly described in Section 5 below.

2.    DESIGN PROBLEM AND APPROVED TIME PERIODS. Landlord agrees that the Space Plans and Final Plans, as defined in Sections 4(a) and 4(b) below, may be submitted at one or more times and in one or more parts, each time by notice to Landlord, and that Landlord will (x) not withhold its consent to each submission except to the extent a Design Problem, as defined in Section 8.1 of the Original Lease, exists and (y) shall respond to each request for approval within ten (10) days of receipt of notice requesting such consent or approval. Prior to commencing construction, Tenant will deliver to Landlord, for Landlord's review and approval, a schedule ("Work Schedule"), which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements.

3.    CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following person(s) as Landlord's representative ("Landlord's Representative") to act for Landlord in all matters covered by this Work Letter: Charles Stennett. Tenant hereby appoints the following person(s) as Tenant's representative ("Tenant's Representative") to act for Tenant in all matters covered by this Work Letter: Heather Sturtz. All communications with respect to the matters covered by this Work Letter are to be made to Landlord's Representative or Tenant's Representative, as the case may be, in writing in compliance with the notice provisions of the Lease. Either party may change its representative under this Work Letter at any time by written notice to the other party in compliance with the notice provisions of the Lease.

4.    TENANT IMPROVEMENT PLANS.

(a)    Preparation of Space Plans. Landlord agrees to meet with Tenant's architect and/or space planner for the purpose of promptly reviewing preliminary space plans for the layout of the Suite 2600 and 2700 Expansion Space prepared by Tenant and for improvements (the "Common Improvements") to the men's and women's building standard restrooms on the 26^th and 27^th floors and in constructing a building standard corridor on the 26^th floor which shall conform to Landlord's new building standard restroom, elevator lobby and corridor 37^th floor plans (collectively, the "Space Plans"). The Space Plans are to be sufficient to convey the architectural design of the Suite 2600 and 2700 Expansion Space and Common Improvements and layout of the Tenant Improvements therein and are to be submitted to Landlord by notice in accordance with the Lease. If Landlord disapproves any aspect of the Space Plans because a Design Problem exists or with respect to the Common Improvements for deviation from Landlord's 37^th floor standards, Landlord will advise Tenant in writing of such disapproval and the reasons therefor why a Design Problem or such deviation exists. Tenant will then submit to Landlord for Landlord's approval a redesign of the Space Plans incorporating the revisions reasonably required by Landlord to the extent necessary to eliminate the Design Problem or deviation from the 37^th floor standards. In addition to the Allowance, Landlord hereby grants to Tenant an allowance to be applied towards the cost of preparing the Space Plans in the amount of up to $3,671.25 (the "Space Planning Allowance").

(b)    Preparation of Final Plans. Tenant's architect will prepare complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical working

drawings for all of the Tenant Improvements for the Suite 2600 and 2700 Expansion Space and the Common Improvements (collectively, the "Final Plans") . The Final Plans will show (a) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Suite 2600 and 2700 Expansion Space; (b) all internal and external communications and utility facilities which will require conduiting or other improvements from the base Building shell work and/or within common areas; (c) the Common Improvements consisting of men's and women's Building standard restrooms on the twenty-sixth (26^th) and twenty-seventh (27^th) floors of the Building and a Building standard corridor on the twenty-sixth (26^th) floor of the Building in conformity with Landlord's 37^th floor standards; and (d) all other specifications for the Tenant Improvements. The Final Plans will be submitted to Landlord for signature to confirm that no Design Problem or deviation from the 37^th floor standards exists. If Landlord disapproves any aspect of the Final Plans because a Design Problem or deviation from the 37^th floor standards exists, Landlord agrees to advise Tenant in writing of such disapproval and the reasons why a Design Problem or deviation from the 37^th floor standards exists. To the extent a Design Problem or deviation from the 37^th floor standards exists, Tenant will then cause Tenant's architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to eliminate the Design Problem or deviation from the 37^th floor standards. Concurrently with Landlord's approval of the Final Plans, Landlord will identify those portions of the Tenant Improvements, if any, that Landlord will require Tenant to remove upon the expiration or earlier termination of the Eighth Amendment, and Tenant shall remove such portions of the Tenant Improvements upon the expiration or earlier termination of the Eighth Amendment subject to and only to the extent required by the terms and conditions of Article 15 of the Original Lease.

(c)    Requirements of Tenant's Final Plans. Tenant's Final Plans will include locations and complete dimensions, and the Tenant Improvements, as shown on the Final Plans, will: (i) be compatible with the Building shell and with the design, construction and equipment of the Building; (ii) if not comprised of the Building standards set forth in the written description thereof (the "Standards"), then compatible with and of at least equal quality as the Standards and approved by Landlord including as to the Common Improvements, Landlord's 37^th floor standards; (iii) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; and (iv) not require Building service beyond the level normally provided to other tenants in the Building unless Tenant agrees to pay for and absorb such extra costs and will not overload the Building floors.

(d)    Submittal of Final Plans. Once approved by Landlord and Tenant, Tenant's architect will submit the Final Plans to the appropriate governmental agencies for plan checking and the issuance of a building permit. Tenant's architect, with Landlord's cooperation, will make any changes to the Final Plans which are required by the applicable governmental authorities to obtain the building permit. After approval of the Final Plans no further changes may be made without the prior written approval of Landlord, which may only be withheld to the extent a Design Problem exists.

(e)    Changes to Shell of Building. If the Final Plans or any amendment thereof or supplement thereto shall require changes in the Building shell, the increased cost of the Building shell work caused by such changes will be paid for by Tenant or charged against the "Allowance" described in Section 5 below.

(f)    Work Cost Estimate and Statement. Prior to the commencement of construction of any of the Tenant Improvements shown on the Final Plans, Tenant will submit to Landlord a written estimate of the cost to complete the Tenant Improvement Work, which written estimate will be based on the Final Plans taking into account any modifications which may be required to reflect changes in the Final Plans required by the City or County of Los Angeles (the "Work Cost Estimate"). Landlord will have the right to approve the Work Cost Estimate as to the Common Improvements only and to submit to

Tenant revisions to the Final Plans to reflect deletions of and/or substitutions for such disapproved items which are inconsistent with the 37^th floor standards or to attain cost savings as reasonably desired by Landlord. Submission and approval of the Work Cost Estimate will proceed in accordance with the Work Schedule. Upon Landlord's approval of the Work Cost Estimate as to the Common Improvements (such approved Work Cost Estimate to be hereinafter known as the "Work Cost Statement"), Tenant will have the right to purchase materials and to commence the construction of the items included in the Work Cost Estimate pursuant to Section 6 hereof. If the total costs to construct the Tenant Improvements exceed the Allowance described in Section 5 below, Tenant agrees to pay such excess after the Allowance is exhausted.

5.    PAYMENT FOR THE TENANT IMPROVEMENTS.

(a)    Allowance. Landlord hereby grants to Tenant a tenant improvement allowance (the "Allowance") comprised of (x) $55.00 per rentable square foot of the Suite 2600 and 2700 Expansion Space (i.e., $1,346,125.00, based on the Suite 2600 and 2700 Expansion Space consisting of approximately 24,475 rentable square feet) plus (y) an amount equal to the actual costs incurred by Tenant in designing, permitting and constructing a building standard elevator lobby and corridor on the 26^th floor, assuming that Tenant utilized building standard materials to do so, regardless of whether Tenant used better than building standard materials, and the Common Improvements in conformance with, and not to exceed, the 37^th floor standards. The Allowance is to be used only for:

(i)    Payment of the cost of preparing the Space Plans and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance will not be used for the payment of extraordinary design work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, designers or architects other than Landlord's architect and/or Tenant's architect.

(ii)    The payment of plan check, permit and license fees relating to construction of the Tenant Improvements.

(iii)    Construction of the Tenant Improvements, including the Common Improvements, including, without limitation, the following:

(aa)    Installation within the Suite 2600 and 2700 Expansion Space of all partitioning, doors, floor coverings, ceilings, wall coverings and painting, millwork and similar items;

(bb)    All electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Suite 2600 and 2700 Expansion Space;

(cc)    The furnishing and installation of all duct work, terminal boxes, diffusers and accessories necessary for the heating, ventilation and air conditioning systems within the Suite 2600 and 2700 Expansion Space, including the cost of meter and key control for after-hour air conditioning;

(dd)    Any additional improvements to the Suite 2600 and 2700 Expansion Space required for Tenant's use of the Suite 2600 and 2700 Expansion Space including, but not limited to, odor control, special heating, ventilation and air conditioning, noise or vibration control or other special systems or improvements;

(ee)    All fire and life safety control systems such as fire walls, sprinklers , halon, fire alarms, including piping, wiring and accessories , necessary for the Suite 2600 and 2700 Expansion Space;

(ff)    All plumbing, fixtures , pipes and accessories necessary for the Suite 2600 and 2700 Expansion Space;

(gg)    Testing and inspection costs; and

(hh)    Fees and costs attributable to general conditions associated with the construction of the Tenant Improvements plus a construction management fee ("Construction Management Fee") to cover the services of Landlord's tenant improvement coordinator in the amount of one and one-half percent (1.5%) of the greater of (i) the hard construction costs of the Tenant Improvements, or (ii) the Allowance.

(b)    Excess Costs. The cost of each item referenced in Section 5(a) above shall be charged against the Allowance. If the work cost exceeds the Allowance, Tenant shall be solely responsible for payment of all excess costs, including the Construction Management Fee, which fee shall be paid to Landlord or deducted from the Allowance within five (5) business days after invoice therefor. In no event will the Allowance be used to pay for Tenant's furniture, artifacts, equipment, telephone systems or any other item of personal property which is not affixed to the Suite 2600 and 2700 Expansion Space.

(c)    Changes. Any changes to the Final Plans will be approved by Landlord and Tenant in the manner set forth in Section 4 above. Tenant shall be solely responsible for any additional costs associated with such changes including the Construction Management Fee, which fee shall be paid to Landlord or deducted from the Allowance within five (5) business days after invoice therefor. Landlord will have the right to decline Tenant's request for a change to the Final Plans to the extent such changes create a Design Problem.

(d)    Governmental Cost Increases. If increases in the cost of the Tenant Improvements as set forth in the Work Cost Statement are due to requirements of any governmental agency, Tenant shall be solely responsible for such additional costs including the Construction Management Fee, which fee shall be paid to Landlord within five (5) business days after invoice therefor; provided, however, that Landlord will first apply toward any such increase any remaining balance of the Allowance.

(e)    Unused Allowance Amounts. Any unused portion of the Allowance upon completion of the Tenant Improvements will be available to Tenant at any time prior to the expiration of twelve (12) months after the Suite 2600 and 2700 Commencement Date, for subsequent Alterations to Suite 2600, 2700 or to any other space leased by Tenant in the Building, or, if Tenant so elects by notice to Landlord at any time after the expiration of the twelve (12) month period after the Suite 2600 and 2700 Commencement Date, against the Rents next due and owing under the Lease.

(f)    Disbursement of the Allowance. Provided Tenant is not in default under Section 19.1 of the Lease Landlord shall disburse the Allowance to Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements in accordance with the following:

(i)    Twenty-five percent (25%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to twenty-five percent (25%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(ii)    Fifty percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to fifty percent (50%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(iii)    Fifteen percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to sixty-five percent (65%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(iv)    Ninety percent (90%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to ninety-percent (90%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow;

(v)    The final ten percent (10%) of the Allowance shall be disbursed to Tenant when Landlord shall have received "Evidence of Completion and Payment" as to one hundred percent (100%) of Tenant's Work having been completed and paid for by Tenant as described hereinbelow and satisfaction of the items described in subparagraph (vi) below;

(vi)    As to each phase of completion of Tenant's Work described in subparagraphs (i) through (v) above, the appropriate portion of the Allowance shall be disbursed to Tenant only when Landlord has received the following "Evidence of Completion and Payment":

(A)    Tenant has delivered to Landlord a draw request ("Draw Request") in a form reasonably satisfactory to Landlord with respect to the Improvements specifying that the requisite portion of Tenant's Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence of payment by Tenant for all costs which are payable in connection with such Tenant's Work covered by the Draw Request. The Draw Request shall constitute a representation by Tenant (vis a vis Landlord and Tenant) that the Tenant's Work identified therein has been completed in a good and workmanlike manner and substantially in accordance with the Final Plans and the Work Schedule and has been paid for or as to which Tenant has received a conditional lien release;

(B)    The architect for the Tenant Improvements has certified to Landlord that the Tenant Improvements have been substantially completed to the level indicated in the Draw Request in accordance with the Final Plans;

(C)    Tenant has delivered to Landlord such other evidence of Tenant's payment of the general contractor and subcontractors for the portions of Tenant's Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant's Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171);

(D)    Intentionally omitted;

(vii)    The final disbursement of the balance of the Allowance shall be disbursed to Tenant only when Landlord has received Evidence of Completion and Payment as to all of Tenant's Work as provided hereinabove and the following conditions have been satisfied:

(A)    Thirty-five (35) days shall have elapsed following the filing of a valid notice of completion by Tenant for the Tenant Improvements;

(B)    A certificate of occupancy for the Tenant Improvements and the Suite 2600 and 2700 Expansion Space has been issued by the appropriate governmental body;

(C)    Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant's contractors, agents and suppliers in compliance with both California Civil

Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AlA form ###-###-#### or equivalent) signed by Tenant's architect/space planner; (iii) original stamped building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the "as-built" drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant's contractors; (x) manufacturer's warranties and operating instructions; (xi) final punchlist completed and signed off by Tenant's architect/space planner; and (xii) an acceptance of the Suite 2600 and 2700 Expansion Space signed by Tenant;

(D)    If Landlord determines that work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, Tenant shall cause such work to be corrected;

(E)    Intentionally omitted; and

(F)    Tenant has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Tenant. Notwithstanding anything to the contrary contained hereinabove, all disbursements of the Allowance shall be subject to the prior deduction of the portion of the Construction Management Fee allocable to the Tenant Improvements described in the applicable Draw Request.

(g)    Books and Records. At its option, Landlord, at any time within three (3) years after final disbursement of the Allowance to Tenant, and upon at least ten (10) days prior written notice to Tenant, may cause an audit to be made of Tenant's books and records relating to Tenant's expenditures in connection with the construction of the Tenant Improvements. Tenant shall maintain complete and accurate books and records in accordance with generally accepted accounting principles of these expenditures for at least three (3) years. Tenant shall make available to Landlord's auditor at the Suite 2600 and 2700 Expansion Space within ten (10) business days following Landlord's notice requiring the audit, all books and records maintained by Tenant pertaining to the construction and completion of the Tenant Improvements.

(h)    Tenant's Right to Offset. Notwithstanding anything to the contrary set forth in this Work Letter or elsewhere in this Lease, if Landlord fails to timely disburse any monthly payment of the Allowance or the Final Retention of the Allowance within the time periods set forth above, Tenant shall be entitled to deliver written notice ("Payment Notice") thereof to Landlord and to any holder of a mortgage or deed of trust encumbering the Building. If Landlord still fails to fulfill any such obligation within ten (10) business days after Landlord's receipt of the Payment Notice from Tenant and if Landlord fails to deliver written notice to Tenant within such ten (10) business day period explaining Landlord's reasons that the amounts described in Tenant's Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to fund such amount(s) itself and to offset such amount(s) (provided Tenant obtains all appropriate lien releases with respect to any such amount(s) prior to Tenant's offset thereof), together with interest at the Interest Rate (as defined in Section 29.34 of the Original Lease) from the date of payment by Tenant until; the earlier of the date of offset and subsequent payment by Landlord, against Tenant's next obligations to pay Base Rent under this Lease. However, Tenant shall not be entitled to any such offset while Tenant is in default under Section 19.1 of the Lease. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid

by Landlord, if any, within ten (10) business days after Tenant's receipt of a Refusal Notice, Landlord shall pay the amount that is not disputed and either Landlord or Tenant may elect to have such dispute resolved pursuant to the proceeding set forth in Section 29.31 of the Original Lease. If Tenant obtains a judgment in its favor in any such proceedings, Tenant shall be entitled to offset the amount determined to be payable by Landlord in such proceedings together with any attorneys' fees and costs awarded therein to Tenant together with interest at the Interest Rate from the date of payment by Tenant to the date of such offset or subsequent payment by Landlord against Tenant's next obligations to pay Base Rent (but Tenant shall not be entitled to any such offset while Tenant is in default under Section 19.1 of the Original Lease.

6.    CONSTRUCTION OF TENANT IMPROVEMENTS. Following Landlord's approval of the Final Plans and the Work Cost Statement described in Section 4(f) above, Tenant's contractor (selected as provided in Section 8(n)) may commence and, once commenced, shall diligently proceed with the construction of the Tenant Improvements. Tenant shall use diligent efforts to cause its contractor to complete the Tenant Improvements in a good and workmanlike manner in accordance with the Final Plans. Landlord shall have the right to enter upon the Suite 2600 and 2700 Expansion Space to inspect Tenant's construction activities following reasonable advance notice Tenant.

7.    DELIVERY OF POSSESSION; TERM AND RENT COMMENCEMENT DATE.

(a)    Delivery of Possession. Subject to the Existing Tenant properly and timely vacating and surrendering the 27th Floor Space to Landlord, Landlord agrees to use its commercially reasonable efforts to complete Landlord's Work and deliver possession of Suite 2600 and the Suite 2700 Expansion Space on December 1, 2014 (the "Scheduled Turnover Date"). Landlord agrees not to consent to the Existing Tenant's holdover in the 27th Floor Space and not to agree to extend the term of the space occupied by the Existing Tenant and shall institute unlawful detainer proceedings against the Existing Tenant if such Existing Tenant does not vacate such space by December 1, 2014. Tenant agrees that if Landlord is unable to deliver possession of the Suite 2600 and 2700 Expansion Space to Tenant on or prior to the Scheduled Turnover Date the Eighth Amendment will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom, if Landlord otherwise fulfills its obligations hereunder. The actual dates upon which Landlord turns over possession of the Suite 2600 and 2700 Expansion Space to Tenant are the "Turnover Dates."

(b)    Commencement Date. The Suite 2600 and 2700 Lease Term and Tenant's obligation to pay rent will commence upon May 1, 2015 (the "Rent Commencement Date") subject to extensions for Landlord Delays and Force Majeure Events.

(c)    Substantial Completion; Punch-List. The Tenant Improvements will be deemed to be "substantially completed" when Tenant's contractor certifies in writing to Landlord and Tenant that Tenant has substantially performed all of the Tenant Improvement Work required to be performed by Tenant under this Work Letter, other than decoration and minor "punch-list" type items and adjustments which do not materially interfere with Tenant's use of the Suite 2600 and 2700 Expansion Space ; and Tenant has obtained a temporary certificate of occupancy or other required equivalent approval from the local governmental authority permitting occupancy of the Suite 2600 and 2700 Expansion Space. Within ten (10) days after receipt of such certificates, Tenant and Landlord will conduct a walk-through inspection of the Suite 2600 and 2700 Expansion Space and Landlord shall provide to Tenant a written punch-list specifying those decoration and other punch-list items which require completion, which items Tenant will thereafter diligently complete.

8.    MISCELLANEOUS CONSTRUCTION COVENANTS

(a)    No Liens. If the Tenant Improvements or the Building or any portion thereof are subjected to any mechanic's, materialmen's or other liens or encumbrances arising out of the construction of the Tenant Improvements, Tenant shall remove same by payment and/or bonding within ten (10) days of Tenant receiving notification of such lien(s).

(b)    Diligent Construction. Tenant will, once construction has commenced, promptly, diligently and continuously pursue construction of the Tenant Improvements to successful completion in substantial compliance with the Final Plans, the Work Schedule and this Work Letter. Landlord and Tenant shall cooperate with one another during the performance of Tenant's Work to effectuate such work in a timely and compatible manner.

(c)    Compliance with Laws. Tenant will construct the Tenant Improvements in a safe and lawful manner. Tenant shall, at its sole cost and expense, comply with all applicable laws and all regulations and requirements of, and all licenses and permits issued by, all municipal or other governmental bodies with jurisdiction which pertain to the installation of the Tenant Improvements. Copies of all filed documents and all permits and licenses shall be provided to Landlord. Any portion of the Tenant Improvements which is not acceptable to any applicable governmental body, agency or department, or because of the existence of a Design Problem, is not reasonably satisfactory to Landlord, shall be promptly repaired or replaced by Tenant at Tenant's expense. Notwithstanding any failure by Landlord to object to any such Tenant Improvements, Landlord shall have no responsibility therefor.

(d)    Indemnification. Subject to the terms of the Lease regarding insurance and waiver of subrogation by the parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the Suite 2600 and 2700 Expansion Space and the Building harmless from and against any and all suits, claims, actions, losses, costs or expenses of any nature whatsoever, together with reasonable attorneys' fees for counsel of Landlord's choice, arising out of or in connection with the Tenant Improvements or the performance of Tenant's Work (including, but not limited to, claims for breach of warranty, worker's compensation, personal injury or property damage, and any materialmen's and mechanic's liens).

(e)    Insurance. Construction of the Tenant Improvements shall not proceed without Tenant first acquiring workers' compensation and commercial general liability insurance and property damage insurance as well as "All Risks" builders' risk insurance, with minimum coverage of $2,000,000 or such other amount as may be approved by Landlord in writing and issued by an insurance company reasonably satisfactory to Landlord. Not less than ten (10) days before commencing the construction of the Tenant Improvements, certificates of such insurance shall be furnished to Landlord. All insurance policies maintained by Tenant pursuant to this Work Letter shall name Landlord and any lender with an interest in the Suite 2600 and 2700 Expansion Space as additional insureds and comply with all of the applicable terms and provisions of the Lease relating to insurance. Tenant's contractor shall be required to maintain the same insurance policies as Tenant, and such policies shall name Tenant, Landlord and any lender with an interest in the Suite 2600 and 2700 Expansion Space as additional insureds.

(f)    Construction Defects. Landlord shall have no responsibility for the Tenant Improvements and Tenant will remedy, at Tenant's own expense, and be responsible for any and all defects in the Tenant Improvements that cause a Design Problem and that appear during or after the completion thereof whether the same shall affect the Tenant Improvements in particular or any parts of the Suite 2600 and 2700 Expansion Space in general. Tenant shall indemnify, hold harmless and reimburse Landlord for any costs or expenses incurred by Landlord by reason of any defect in any portion of the Tenant Improvements constructed by Tenant or Tenant's contractor or subcontractors, or by reason

of inadequate cleanup following completion of the Tenant Improvements, subject to the terms of the Lease regarding insurance and the waiver of subrogation.

(g)    Additional Services. If the construction of the Tenant Improvements shall require that additional services or facilities (including, but not limited to, hoisting, cleanup or other cleaning services, trash removal, field supervision, or ordering of materials) be provided by Landlord, then Tenant shall pay Landlord for such items at Landlord's cost or at a reasonable charge if the item involves time of Landlord's personnel only. Electrical power, parking, freight elevator usage, and heating, ventilation and air conditioning, trash removal and the like shall be available and provided to Tenant and its contractors and subcontractors during normal construction and business hours for construction purposes at no charge to Tenant or its contractors and subcontractors.

(h)    Coordination of Labor. All of Tenant's contractors, subcontractors, employees, servants and agents must work in harmony with and shall not interfere with any labor employed by Landlord, or Landlord's contractors or by any other tenant or its contractors with respect to the any portion of the Property. Nothing in this Work Letter shall, however, require Tenant to use union labor.

(i)    Work in Adjacent Areas. Any work to be performed in areas adjacent to the Suite 2600 and 2700 Expansion Space shall be performed only after obtaining Landlord's express written permission, which shall not be unreasonably withheld, conditioned or delayed.

(j)    HVAC Systems. Tenant agrees to be entirely responsible for the maintenance or the balancing of any heating, ventilating or air conditioning system installed by Tenant and/or maintenance of the electrical or plumbing work installed by Tenant and/or for maintenance of lighting fixtures, partitions, doors, hardware or any other installations made by Tenant.

(k)    Coordination with Lease. Nothing herein contained shall be construed as (i) constituting Tenant or Landlord as the other's agent for any purpose whatsoever, or (ii) a waiver by Landlord or Tenant of any of the terms or provisions of the Amended Lease. Any default by Tenant under Section 19.1 of the Lease with respect to any portion of this Work Letter shall be deemed a breach of the Amended Lease for which Landlord shall have all the rights and remedies as in the case of a breach of said Lease.

(1)    Approval of Plans. Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant's responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

(m)    Tenant's Deliveries. Tenant shall deliver to Landlord, at least five (5) days prior to the commencement of construction of Tenant's Work, the following information:

(i)    The names, business addresses, telephone numbers, and primary contacts for the general, mechanical and electrical contractors Tenant intends to engage in the performance of Tenant's Work; and

(ii)    The date on which Tenant's Work will commence, together with the estimated dates of completion of Tenant's construction and fixturing work.

(n)    Qualification of Contractors. Once the Final Plans have been proposed and approved, Tenant shall select and retain a contractor and subcontractors from a list of contractors and subcontractors reasonably approved by Landlord for the construction of the Tenant Improvement Work in accordance with the Final Plans. All contractors engaged by Tenant shall be bondable, licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord's general contractor and other contractors on the job, if any, all as reasonably determined by Landlord. All work shall be coordinated with general construction work on the Site, if any. The contractors and subcontractors listed on Schedule 2 attached to this Exhibit B are deemed pre-approved by Landlord.

(o)    Warranties. Tenant shall cause its contractor to provide warranties for not less than one (1) year (or such shorter time as may be customary and available without additional expense to Tenant) against defects in workmanship, materials and equipment, which warranties shall run to the benefit of Landlord or shall be assignable to Landlord to the extent that Landlord is obligated to maintain any of the improvements covered by such warranties.

(p)    Landlord's Performance of Work. Within ten (10) working days after receipt of Landlord's notice of Tenant's failure to perform its obligations under this Work Letter, if Tenant shall fail to commence to cure such failure, Landlord shall have the right, but not the obligation, to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of Tenant's Work which Landlord determines, in its reasonable discretion, should be performed immediately and on an emergency basis for the best interest of the Suite 2600 and 2700 Expansion Space including, without limitation, work which pertains to structural components, mechanical, sprinkler and general utility systems, roofing and removal of unduly accumulated construction material and debris; provided, however, Landlord shall use reasonable efforts to give Tenant at least ten (10) days prior notice to the performance of any of Tenant's Work.

(q)    As-Built Drawings. Tenant shall cause "As-Built Drawings" (excluding furniture, fixtures and equipment) to be delivered to Landlord and/or Landlord's representative no later than sixty (60) days after the completion of Tenant's Work. In the event these drawings are not received by such date, Landlord may, at its election, cause said drawings to be obtained and Tenant shall pay to Landlord, as additional rent, the cost of producing these drawings.

9.    SERVICES AND FREIGHT/CONSTRUCTION ELEVATOR. Landlord will, consistent with its obligation to other tenants in the Building, if appropriate and necessary, make the parking, trash removal, HVAC, electricity, hoisting and freight/construction elevator reasonably available to Tenant in connection with the construction of the Tenant Improvements during construction and business hours. Tenant agrees to pay for any after-hours use of services and staffing of the freight/construction elevator, if needed. If Tenant's construction of the Tenant Improvements reasonably requires Landlord to staff additional security and/or additional Building personnel, then Tenant shall be responsible for the cost of such additional staffing.

10.    LANDLORD DELAYS AND FORCE MAJEURE EVENTS. "Landlord Delays", for purposes hereof shall mean any actual delays caused by Landlord including the failure to deliver the Suite 2600 and 2700 Expansion Space with the ACM abatement work fully completed as described on Schedule 3 and the Building Systems servicing the Suite 2600 and 2700 Expansion Space in good operating order and condition by December 1, 2014, failure to comply with any of the time periods for approval of the Space Plans and Final Plans (as defined in and pursuant to this Work Letter), failure to provide Tenant sufficient access to the Suite 2600 and 2700 Expansion Space and the Building to construct its Tenant Improvements and move into such space (subject to Tenant's compliance with Landlord's reasonable rules and regulations regarding move-in and construction), failure to comply with

any other provision of the Lease and/or this Work Letter, failure to timely disburse the Tenant Improvement Allowance. "Force Majeure Events" mean any event described as a Force Majeure in Section 29.17 of the Lease to the extent such event actually delays Tenant (on a day for day basis) in the design, permitting and constructing its Tenant Improvements or move into the Suite 2600 and 2700 Expansion Space. In addition, no Landlord Delay or other Force Majeure Event shall be deemed to have occurred unless and until Tenant has given Landlord written notice that an event giving rise to such Landlord Delay or Force Majeure Event is about to occur or has occurred which will cause a delay in the design, permitting and completion of the Tenant Improvements (minor punch-list items excepted) and move into the Suite 2600 and 2700 Expansion Space and Landlord has failed to remedy the situation giving rise to the potential Landlord Delay or other delay from a Force Majeure Event within one (I) business day after Landlord's receipt of such notice, in which case the number of days of actual delay after such notice shall be a Landlord Delay or other delay from a Force Majeure Event.