Common use of Reduction Clause in Contracts

Reduction. Effective as of January 1, 2011 (the “Reduction/Extension Date”), the Original Premises is decreased from 12,548 rentable square feet to 9,172 rentable square feet by the elimination of the Reduction Space (the “Reduction”). The portion of the Original Premises remaining following the surrender of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean the Retained Premises. Tenant shall vacate the Reduction Space in accordance with the terms of the Lease on or before the Reduction/Extension Date and Tenant shall fully comply with all obligations under the Lease respecting the Reduction Space up to the Reduction/Extension Date; provided however, Tenant shall not be required to remove any improvements or alterations made by Tenant as of the date hereof to the Reduction Space. Notwithstanding the foregoing, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room pursuant to the terms of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room Notice, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant to the terms of the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding over.

Reduction. Effective as of January 1, 2011 (the “Reduction/Extension Date”), the Original Premises is decreased from 12,548 rentable square feet to 9,172 rentable square feet by the elimination of the Reduction Space (the “Reduction”). The portion of the Original Premises remaining following the surrender of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease There shall be deemed terminated no Prop 13 Reduction with respect to the Reduction Spacefirst or second Prop 13 Increase during the Extension Term, and the term “Premises”if any, as defined in the Lease, shall be deemed to mean the Retained Premises. Tenant shall vacate the Reduction Space in accordance with the terms of the Lease on or before the Reduction/Extension Date and Tenant shall fully comply with all obligations under the Lease respecting the Reduction Space up subject to the foregoing provisions regarding a second Prop 13 Increase occurring prior to November 1, 2003. Notwithstanding any Prop 13 Reduction/Extension Date; provided however, Tenant shall not be required to remove any improvements or alterations made by Tenant as of pay the date hereof Real Property Taxes allocable to the Premises and increases thereof that would have occurred "but for" any Prop 13 Increase for which Tenant is entitled to a Prop 13 Reduction. In addition, if Tenant becomes entitled to a Prop 13 Reduction Space. Notwithstanding the foregoing, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room and if at any time during there occurs a reassessment of the Extended Term upon thirty Project because of a systemic change in the method or timing of assessments, including, without limitation, the enactment into law of a method by which the Project would be reassessed on an annual or other periodic basis (30) days prior written notice to Tenant (the “Server Room Notice”a "SYSTEMIC REASSESSMENT"), whereupon Tenant’s right and such reassessment causes the assessed value of entry shall the Project to be greater than the assessed value of the Project immediately terminate, and Tenant shall surrender the Server Room pursuant prior to the terms occurrence of such reassessment, the Prop 13 Reduction shall be terminated, prorated to the effective date of such reassessment. Similarly, if Tenant becomes entitled to a Prop 13 Reduction and subsequently there occurs a Systemic Reassessment which results in, or but for the higher assessed value which gave rise to the Prop 13 Reduction would have resulted in, an assessed value of the Amended LeaseProject or portion thereof which results in Real Property Taxes payable by Tenant greater than Real Property Taxes that would have been payable by Tenant absent the Prop 13 Increase, including removal all furniturebut less than the assessed value which gave rise to the Prop 13 Reduction, fixturesthe Prop 13 Reduction shall be reduced, equipment and personal property from prorated to the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the effective date of the Server Room Notice, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting Systemic Reassessment (or the Reduction Space pursuant date on which such reassessment would have been effective) to an amount equal to the terms of amount by which the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding overReal Property Taxes payable by Tenant absent the Prop 13 Reduction exceeds the Real Property Taxes that would have been payable but for the higher assessed value which gave rise to the Prop 13 Reduction.

Reduction. Effective as of January October 1, 2011 1997 (the “Reduction/Extension "Reduction Effective Date”"), the Original Premises is decreased from 12,548 19,705 rentable square feet on the second (2nd) and fourteenth (14th) floor(s) to 9,172 18,937 rentable square feet on the second (2nd) floor by the elimination of the Reduction Space (the “Reduction”)Space. The portion of the Original Premises remaining following the surrender As of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Effective Date, Tenant shall surrender the Reduction Space shall be deemed surrendered by Tenant to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction SpaceLandlord, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “"Premises”", as defined in the Lease, shall be deemed to mean the Retained Original Premises. , less the Reduction Space; provided, if Tenant shall vacate violate any provision hereof or if Tenant's representations herein shall be false or materially misleading, Landlord shall have the right to declare this Amendment null and void and to reinstate the Lease with respect to the Reduction Space in accordance with the terms addition to, and not in lieu of the Lease on any other rights or before the Reduction/Extension Date and remedies available to Landlord. Tenant shall fully comply with all obligations under the Lease respecting the Reduction Space up through the Reduction Effective Date, including those provisions relating to the Reduction/Extension Date; provided however, Tenant shall not be required to remove any improvements or alterations made by Tenant as condition of the date hereof to the Reduction Space. Notwithstanding the foregoing, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose and removal of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Term 's Property therefrom upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room pursuant to the terms termination or expiration of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room NoticeReduction Effective Date, Tenant shall be liable for Base RentRental, Additional Rent Base Rental and other charges respecting the Reduction Space pursuant equal to twice the terms amount in effect under the Lease prorated on a per diem basis and on a per square foot basis for the Reduction Space. Such holdover amount shall not be in limitation of the Lease, including Section 22 thereof, and Tenant's liability for consequential and or other damages arising from Tenant’s 's holding overover nor shall it be deemed permission for Tenant to holdover in the Reduction Space. If Landlord shall install a wall separating the Reduction Space from the balance of the Premises or otherwise incur expense in installing separate utility meters or effecting similar separations, Tenant, upon demand, shall reimburse Landlord's costs in connection therewith.

Reduction. Effective Amounts If after the Ramp-Up Period End Date the Collateral Manager proposes a Proposed Underlying Asset for which at least two Pricing Sources are available and GS notifies Counterparty (including by telephone or email) that: (x) GS has determined (in its sole and absolute discretion) that such Proposed Underlying Asset is a Non-Private Underlying Asset; and (y) the GS Consent Condition is not satisfied with respect to such Proposed Underlying Asset, such event will constitute a “Rejection Event” and the Proposed Underlying Asset will constitute a “Rejected Underlying Asset” unless the GS Consent Condition is subsequently satisfied with respect to such Proposed Underlying Asset within three Business Days after GS receives a Reduction Notice for the related Reduction Event as described below. If the GS Consent Condition is not satisfied with respect to any Restructuring or any Material Modification of January 1an Underlying Asset, 2011 such event will constitute a “Rejection Event” and the Underlying Asset will also constitute a “Rejected Underlying Asset” unless the GS Consent Condition is subsequently satisfied with respect to such Restructuring or Material Modification within three Business Days after GS receives a Reduction Notice for the related Reduction Event as described below. Each time three unique and consecutive Rejection Events occur (each with respect to Underlying Assets or Proposed Underlying Assets issued by obligors unaffiliated with one another), such occurrence will constitute a “Reduction Event”, whereupon Counterparty may, by written notice to GS (each such notice, a “Reduction Notice”), declare a “Reduction Amount” (with effect from the date of such Reduction Notice, each such date a “Reduction Date”) with respect to such Reduction Event equal to the average of the Reduction Calculation Amounts of the Rejected Underlying Assets relating to such Reduction Event (determined, for the avoidance of doubt, taking into account the portion of such Rejected Underlying Asset that is or would have been acquired by the Security Issuer), provided that the Reduction Amount related to such Reduction Event shall be deemed reduced to zero (with effect from the date of the related Reduction Notice) if, within three Business Days following the related Reduction Date, the GS Consent Condition is subsequently satisfied with respect to one or more of the Rejected Underlying Assets related to such Reduction Event. For the avoidance of doubt, multiple Reduction Events may occur during the term of this Agreement entitling Counterparty to declare Reduction Amounts with respect to each such Reduction Event (the sum of all Reduction Amounts at any time, the “Reduction/Extension Aggregate Reduction Amount” at such time). If (at any time after any Reduction Event) the Collateral Manager proposes a Proposed Underlying Asset and GS notifies Counterparty (including by telephone or email) that the GS Consent Condition is satisfied with respect to such Proposed Underlying Asset (each such date, an “Acceptance Date”), or the Original Premises GS Consent Condition is decreased from 12,548 rentable square feet to 9,172 rentable square feet by the elimination of the Reduction Space (the “Reduction”). The portion of the Original Premises remaining following the surrender of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease shall be deemed terminated satisfied with respect to a related Restructuring or Material Modification, the Aggregate Reduction Space, and the term “Premises”, as defined in the Lease, shall Amount will be deemed to mean the Retained Premises. Tenant shall vacate the Reduction Space in accordance reduced (but not below zero) (with the terms of the Lease on or before the Reduction/Extension Date and Tenant shall fully comply with all obligations under the Lease respecting the Reduction Space up to the Reduction/Extension effect from such Acceptance Date; provided however, Tenant shall not be required to remove any improvements or alterations made ) by Tenant as of the date hereof an amount equal to the Reduction Space. Notwithstanding the foregoingCalculation Amount of such Proposed Underlying Asset or Underlying Asset (determined, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose avoidance of accessing doubt, taking into account the server room (portion of such Proposed Underlying Asset or Underlying Asset, as the “Server Room”) located therein; providedcase may be, however, Landlord may terminate Tenant’s right of entry into that is or would have been acquired by the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”Security Issuer), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room pursuant to the terms of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room Notice, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant to the terms of the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding over.

Reduction. Effective as of January 1, 2011 the “substantial completion” of the “Tenant Improvements” (as such terms are defined in the Work Letter attached hereto as Exhibit “B”) (the “Reduction/Extension Reduction Effective Date”), the Original Premises is shall be decreased from 12,548 Nine Thousand Four Hundred Ninety-eight (9,498) rentable square feet on the first floor to 9,172 One Thousand Six Hundred Forty-three (1,643) rentable square feet on the first floor by the elimination of the Reduction Space (the “Reduction”)Space. The portion of the Original Premises remaining following the surrender As of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Effective Date, Tenant shall surrender the Reduction Space shall be deemed surrendered by Tenant to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction SpaceLandlord, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean the Retained Original Premises, less the Reduction Space. Landlord shall deliver to Tenant written notice of the Reduction Effective Date (the “Reduction Effective Date Notice”). Tenant shall vacate the Reduction Space as of tenth (10th) day following Landlord’s delivery of the Reduction Effective Date Notice (such date that Tenant is required to vacate the Reduction Space being referred to herein as the “Vacation Date”) and return the same to Landlord in “broom clean” condition and otherwise in accordance with the terms and conditions of the Lease on or before Lease. Notwithstanding anything to the Reduction/Extension contrary contained herein, during the period between the Reduction Effective Date and the Vacation Date (such period being referred to herein as the “Vacation Period”), Tenant shall fully comply with all obligations under the Lease (as amended hereby) respecting the Reduction Space up to as though the Reduction/Extension Date; provided howeverReduction Space were still deemed part of the Premises hereunder, except that Tenant shall not be required obligated to remove any improvements pay Base Rent or alterations made by Tenant as of the date hereof Additional Rent with respect to the Reduction SpaceSpace during the Vacation Period (however Tenant shall be obligated to pay Base Rent with respect to Premises, except as provided for in Paragraph 3(d) below) . Notwithstanding In accordance with the foregoing, following the Reduction/Extension DateLease, Tenant shall be permitted have no obligations to enter remove the original tenant improvements currently existing in the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room pursuant to the terms of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room NoticeSpace. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room NoticeVacation Date, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant equal to 150% of the amount in effect for the month prior to the terms Extension Date (i.e., July 2010) prorated on a per diem basis and on a per square foot basis for the Reduction Space. Such holdover amount shall not be in limitation of the Lease, including Section 22 thereof, and Tenant’s liability for consequential and or other damages arising from Tenant’s holding overover nor shall it be deemed permission for Tenant to holdover in the Reduction Space.

Reduction. Effective Subject to the remaining terms of this Article 21, as of January 1, 2011 the first day of the twenty-fifth (25th) and thirty-seventh (37th) full calendar months of the Lease Term (each such date being referred to herein as a “Reduction/Extension Letter of Credit Reduction Date”), Tenant shall have the Original Premises is decreased from 12,548 rentable square feet right to 9,172 rentable square feet provide Landlord with a written notice (a “Letter of Credit Reduction Notice”) advising Landlord that Tenant has satisfied the Benchmark Ratio Requirement (as defined below) for Tenant’s four (4) fiscal quarters immediately preceding such Letter of Credit Reduction Date and requesting that the Letter of Credit Amount be reduced by the elimination of the Reduction Space an amount equal to $48,375.90 (the “ReductionReduction Amount”), which Letter of Credit Reduction Notice shall be accompanied by a Quarterly Financial Statement (defined below) for each of Tenant’s four (4) fiscal quarters immediately preceding such Letter of Credit Reduction Date, an Annual Financial Statement (defined below) for Tenant’s fiscal year immediately preceding such Letter of Credit Reduction Date, and any other financial information or tax returns as may be reasonably requested by Landlord. The portion Letter of the Original Premises remaining following the surrender of Credit Amount shall be reduced by the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean the Retained Premises. Tenant shall vacate the Reduction Space in accordance with the terms of the Lease on or before the Reduction/Extension Date Amount and Tenant shall fully comply be entitled to accomplish such reduction by providing Landlord with all obligations under a certificate of amendment to the Lease respecting existing Letter of Credit, which amendment reduces the Letter of Credit Amount by the Reduction Space up Amount and in all other aspects meets the requirements for the original Letter of Credit as set forth above, provided that (1) Tenant has actually satisfied the Benchmark Ratio Requirement for Tenant’s four (4) fiscal quarters immediately preceding such Letter of Credit Reduction Date, (2) Tenant has delivered to Landlord an Annual Financial Statement for Tenant’s fiscal year in which Tenant last qualified for a reduction in the Letter of Credit, which Annual Financial Statement verifies the accuracy and correctness of the Quarterly Financial Statements pursuant to which Tenant last qualified for a reduction in the Letter of Credit, (3) Tenant is not in default under this Lease on the date Landlord receives a Letter of Credit Reduction Notice or on the date Tenant tenders to Landlord the certificate of amendment to the Reduction/Extension Date; provided howeverexisting Letter of Credit, Tenant shall not be required to remove any improvements or alterations made by Tenant as of the date hereof to the Reduction Space. Notwithstanding the foregoing(4) Tenant, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Lease Term upon thirty prior to Landlord’s receipt of such Letter of Credit Reduction Notice or Landlord’s receipt of the certificate of amendment to the existing Letter of Credit, has not been in default under this Lease more frequently than once in any twelve (3012) days prior written notice consecutive month period, (5) in no event shall the Letter of Credit be reduced below an amount equal to Tenant $47,880.00, and (6) in no event shall Landlord be required to reduce the Letter of Credit Amount except as expressly set forth herein. For purposes of this Lease, the “Server Room Notice”), whereupon Benchmark Ratio Requirement” shall be satisfied by Tenant for Tenant’s right of entry shall immediately terminate, and Tenant shall surrender applicable fiscal quarter if the Server Room pursuant to the terms of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room Notice, Tenant shall be liable Quarterly Financial Statement for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant to the terms of the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding over.applicable fiscal quarter, which Quarterly Financial Statement has been provided to Landlord in accordance herewith, reflects that (A) Tenant maintains a Current

Reduction. Effective as of January 1, 2011 A. (the “Reduction/Extension Date”), the Original Premises is decreased from 12,548 rentable square feet to 9,172 rentable square feet by the elimination of the Reduction Space (the “Reduction”). The portion of the Original Premises remaining following the surrender of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean the Retained Premises. i) Tenant shall vacate the First Reduction Space in accordance with the terms of the Lease on or before prior to September 30, 2002, which is the Reduction/Extension date immediately preceding the First Reduction Effective Date (defined in Section I.B.(i) below) and Tenant shall fully comply with all obligations under the Lease respecting the First Reduction Space up to the Reduction/Extension First Reduction Effective Date, including those provisions relating to the condition of the First Reduction Space and removal of Tenant's Property therefrom, subject to the following: (i) Tenant shall have no obligation to remove any of the furniture to be transferred to New Tenant pursuant to any agreement between Tenant and New Tenant, a schedule of which furniture (the "Furniture") is attached as EXHIBIT E, and incorporated herein; provided however(ii) all Leasehold Improvements and other changes, improvements, additions and/or alterations made to the First Reduction Space by or for Tenant (except as set forth in (iii) below) shall remain with the Building and shall not be required to be removed upon vacation of the First Reduction Space by Tenant, except to the extent Tenant and New Tenant agree in writing that a corridor for Tenant access to the dock area is required in which case Tenant shall bear the cost (to be reasonable in amount) for the installation and demolition thereof; (iii) Tenant shall have the right to remove from the First Reduction Space, and to retain as Tenant's property (subject to the terms of EXHIBIT B attached hereto), those items listed on EXHIBIT B, attached hereto and incorporated herein by this reference, and (iv) in leasing the First Reduction Space to the New Tenant, or others, Landlord shall except from the definition of "premises" in any improvements or alterations made such lease the exclusive use of the electrical and telecommunications rooms, the first floor elevator lobby, elevators, and exclusive access to the loading dock, which access shall be only as agreed to by New Tenant and Tenant and cause all of such areas to be and remain limited common areas, reasonably accessible by Tenant as on a non-exclusive basis through the Early Termination Date or earlier termination of the date hereof to the Reduction SpaceTenant's Lease, in connection with Tenant's use of Tenant's Premises. Notwithstanding the foregoing, following no later than 30 days prior to the Reduction/Extension First Reduction Effective Date, Tenant shall be permitted permit New Tenant, free and unlimited (except as expressly provided herein) access to enter the entire First Reduction Space (except for the sole mail room, which Tenant shall continue to have access to only until a mail room area is constructed on garage level A which is expected to occur on or about October 1, 2002, as discussed below) for the purpose of accessing refurbishing the server room (First Reduction Space, completing tenant improvements, installing furniture, fixtures and equipment, cabling and telephone installations, which access shall not be deemed an early termination of the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, Lease and Tenant shall surrender be responsible for all obligations under the Server Room pursuant Lease through and including the First Reduction Effective Date. To the extent not caused by Tenant, Landlord hereby releases Tenant from and against all damages, claims and causes of action arising out of or relating to any breach of the Lease caused by the New Tenant in connection with its occupancy of the First Reduction Space prior to the terms First Reduction Effective Date (in the case of any breach of the Amended LeaseLease caused by both Tenant and New Tenant, including removal all furniture, fixtures, equipment and personal property from the Server Room release set forth above shall not constitute a release of Tenant for a breach of the Lease caused by Tenant). Effective on or before the Server Room Notice. If First Reduction Effective Date, Landlord will (i) install and make available to Tenant shall holdover and others, mailboxes in the Reduction Space beyond Building at a location reasonably acceptable to the Reduction/Extension Date and/or Postal Service and accessible and usable by Tenant, which is anticipated to be located in garage level A, (ii) locate and designate a delivery parking area, in an area reasonably selected by Landlord, for UPS, FedEx, and other suppliers and deliveries for use by and for Tenant and others, and will make reasonable access to the Server Room beyond Building available to all such delivery persons for such deliveries, (iii) provide standard building signage in the thirtieth Building lobby identifying the floors Tenant is occupying, and (30thiv) after the date require that New Tenant allow Tenant reasonable and limited access to and use of the Server Room Noticeloading dock as reasonably needed by Tenant for deliveries to and from Tenant's Premises (which is anticipated to be approximately once a month), and for final move out by Tenant shall be liable for Base Rent, Additional Rent and other charges respecting at the Reduction Space pursuant to the terms expiration of the Lease, including Section 22 thereofwhich access and use shall be agreed to solely and directly by and between Tenant and New Tenant and for which Landlord shall have no liability for any alleged or actual loss, and consequential and other damages arising from Tenant’s holding overclaim or damage incurred by either Tenant or New Tenant unless due to the gross negligence or willful misconduct of Landlord.

Reduction. Effective as of January 1, 2011 (In the “Reduction/Extension Date”)event the Revolving Credit Facility is reduced, the Original Premises is decreased from 12,548 rentable square feet to 9,172 rentable square feet by the elimination --------- Borrowers shall, simultaneously with such reduction, make a prepayment of principal and interest in respect of the Reduction Space (Alternate Base Rate Loans borrowed under such Facility in such amount as is necessary to assure that the “Reduction”)aggregate principal amount of Loans outstanding and Letter of Credit Outstandings under such Facility immediately after such reduction will not exceed the Revolving Credit Facility as reduced. The If prepayment in full of the Alternative Base Rate Loans does not reduce the amount of all Loans outstanding and Letter of Credit Outstandings under such Facility to an amount that will not exceed the Revolving Credit Facility as reduced, the Borrowers shall deposit with the Agent cash in an amount sufficient to repay that portion of the Original Premises remaining following principal amount of Eurocurrency Rate Loans outstanding, with interest thereon through the surrender end of each applicable Interest Period, as is necessary to assure that the aggregate principal amount of Loans and Letters of Credit outstanding under such Facility immediately after such reduction less the principal amount of Eurocurrency Rate Loans under each Facility repaid by such deposit will not exceed the Revolving Credit Facility as reduced, such deposit to be held by the Agent on behalf of the Reduction Space commonly known Banks until the maturity date of such Loans and then applied to the repayment of such Loans. If prepayment in full of the Alternative Base Rate Loans and Eurocurrency Rate Loans does not reduce the amount of all Loans outstanding and Letter of Credit Outstandings under such Facility to an amount that will not exceed the Revolving Credit Facility as Suite 1050 is hereafter referred reduced, the Borrowers shall deposit with the Agent cash in an amount sufficient to as repay that portion of the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before principal amount of Bid Loans outstanding, with interest thereon through the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Leaseend of each applicable Interest Period, as amended hereby (is necessary to assure that the “Amended Lease”). From aggregate principal amount of Loans outstanding and Letter of Credit Outstandings under such Facility immediately after such reduction less the Reduction/Extension Date and Tenant’s proper surrender principal amount of Bid Loans under each Facility repaid by such deposit will not exceed the Revolving Credit Facility as reduced, such deposit to be held by the Agent on behalf of the Reduction Space, Banks until the Lease maturity date of such Loans and then applied to the repayment of such Loans. Interest on amounts so held by the Agent shall accrue at the Federal Funds Rate and shall be deemed terminated with respect paid to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean the Retained Premises. Tenant shall vacate the Reduction Space each Bank in accordance with the terms of the Lease on or before the Reduction/Extension Date and Tenant shall fully comply with all obligations under the Lease respecting the Reduction Space up to the Reduction/Extension Date; provided however, Tenant shall not be required to remove any improvements or alterations made by Tenant as of the date hereof to the Reduction Space. Notwithstanding the foregoing, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right of entry into the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room pursuant to the terms of the Amended Lease, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Notice. If Tenant shall holdover in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date of the Server Room Notice, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant to the terms of the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding overtheir Commitment Percentage.

Reduction. Effective Tenant shall have the one-time-only option to decrease the rentable square footage of the Premises effective as of January 1November 30, 2011 2009 to an amount equal to not less than ninety percent (90%) of the number of square feet contained within the Premises as of May 30, 2009 (the “Reduction/Extension DateRetained Space”) by delivering Landlord written notice of its election to reduce the Premises no later than May 30, 2009, along with (a) plans setting forth the proposed size, location and configuration of Tenant’s Retained Space as separated from the remainder of the original Premises (the “Released Space”), (b) a reduction fee in good and collectable funds equal to $4.22 x the Original Premises is decreased from 12,548 rentable square footage of the Released Space, and (c) reimbursement for any then remaining unamortized Tenant Improvement Allowance (as defined in Exhibit B) and unamortized brokerage commission paid by Landlord in connection with this Amendment which are attributable to the Released Space. All Tenant Improvement Allowance and brokerage commission shall be deemed amortized over the entire Extended Term in equal monthly installments at an interest rate of 8% per annum. Any Released Space shall, in Landlord’s reasonable discretion (i) not constitute less than 5,000 rentable square feet; (ii) comprise a commercially leaseable space; and (iii) comply with all applicable building code requirements without requiring the construction of any new corridors (unless such costs are paid by Tenant and Landlord approves the plans for such construction, which approval shall not be unreasonably withheld or delayed). Tenant shall be solely responsible for all reasonable costs incurred by Landlord to separately demise the Released Space as a stand-alone suite. Once Tenant’s plans for the Retained Space have been approved by Landlord, the revised number of rentable square feet to 9,172 rentable square feet by so determined for the elimination of the Reduction Retained Space (the “Reduction”). The portion of the Original Premises remaining following the surrender of the Reduction Space commonly known as Suite 1050 is hereafter referred to as the “Retained Premises.” The Reduction Space and Retained Premises are depicted on Exhibit “A” attached hereto and incorporated herein by this reference. On or before the Reduction/Extension Date, Tenant shall surrender the Reduction Space to Landlord as provided in the Lease, as amended hereby (the “Amended Lease”). From and after the Reduction/Extension Date and Tenant’s proper surrender of the Reduction Space, the Lease shall be deemed terminated with respect to the Reduction Space, and the term “Premises”, as defined in the Lease, shall be deemed to mean be the Retained number of rentable square feet in the “Premises. Tenant shall vacate the Reduction Space in accordance with the terms of the Lease on or before the Reduction/Extension Date and Tenant shall fully comply with ” for all obligations purposes under the Lease respecting (and thereafter not subject to contest by either party), which shall include, as applicable, an appropriate adjustment in the Reduction Space up to the Reduction/Extension Date; provided however, Tenant shall not be required to remove any improvements or alterations made by Tenant as definition of the date hereof to the Reduction Space. Notwithstanding the foregoing, following the Reduction/Extension Date, Tenant shall be permitted to enter the Reduction Space for the sole purpose of accessing the server room (the “Server Room”) located therein; provided, however, Landlord may terminate Tenant’s right Share and the calculation of entry into the Server Room at any time during the Extended Term upon thirty (30) days prior written notice to Base Rent hereunder. If Tenant (the “Server Room Notice”), whereupon Tenant’s right of entry shall immediately terminate, and Tenant shall surrender the Server Room does not timely exercise its rights pursuant to the terms of this Section 8, the Amended Leasereduction right set forth in this Section 8 shall be of no further force or effect, including removal all furniture, fixtures, equipment and personal property from the Server Room on or before the Server Room Noticerentable square footage set forth in Section 2 above shall be deemed to have been conclusively determined and to not be subject to contest by either party. If Tenant does exercise its rights pursuant to this Section 8, the parties shall holdover enter into an amendment which appropriately reflects the reduction in the Reduction Space beyond the Reduction/Extension Date and/or the Server Room beyond the thirtieth (30th) after the date size of the Server Room Notice, Tenant shall be liable for Base Rent, Additional Rent and other charges respecting the Reduction Space pursuant to the terms of the Lease, including Section 22 thereof, and consequential and other damages arising from Tenant’s holding overPremises.