Common use of Generator Clause in Contracts

Generator. 8.1. As of the Execution Date, there is a back-up generator outside the northwest end of the 777 Building (the “Generator”) that is connected to the emergency electrical panels of the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement Date, as applicable, and continuing until the date that Tenant elects (in Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable portion of the Premises, the “Generator Period”), Tenant shall be entitled to use up to its proportionate share (after deducting any power from the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided, however, that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, for its sole use and in accordance with all Applicable Laws), but subject to Landlord’s prior written approval with respect to the location and method of installation of such generator (which approval shall not be unreasonably withheld, conditioned or delayed), install a temporary or permanent generator (the “Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date and (b) 777 Northwest Lobby Level Premises to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall be Tenant’s sole responsibility. Any installation of the Tenant Generator shall be subject to Article 18 of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant to this Section.

Generator. 8.1. As of the Execution Date, there is a back-up generator outside the northwest end of the 777 Building (the “Generator”) that is connected to the emergency electrical panels of the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement Date, as applicable, and continuing until the date that Tenant elects (in Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable portion of the Premises, the “Generator Period”), Tenant shall be entitled to use up to its proportionate share (after deducting any power from the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating ExpensesLandlord agrees that, subject to the terms and conditions of Article 8 set forth in this Paragraph, Tenant will have the right, at Tenant’s sole cost and expense, to install a backup generator, and an enclosure around such equipment (the “Emergency Power System”) on the exterior of the Lease; providedPremises, howeverin the location depicted on Exhibit M. Landlord will not grant any other tenant of the Project the right to install a generator on the Property. The following terms and conditions will apply to the Emergency Power System: (a) The Emergency Power System must comply, that and Tenant will at Tenant’s share cost cause the same to be and to remain in compliance, with all Regulations and the requirements of such costs may be more than all federal, state and local governmental and quasi-governmental authorities having jurisdiction over the Building. (b) The Emergency Power System must comply, and Tenant will at Tenant’s Pro Rata Share based upon cost cause the same to be and to remain in compliance, with all applicable insurance requirements of both Landlord’s insurer and Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generatorinsurer. The insurance provisions of Section 17.2 Paragraph 17 of the Lease shall will apply to the Generator Emergency Power System. (c) Tenant will, at its sole expense, maintain the Emergency Power System in good condition at all times during the Term. (d) If Landlord becomes aware that the Emergency Power System is in violation of this Paragraph, Landlord will so notify Tenant. If Tenant becomes aware, whether by notice from Landlord or otherwise, that the Emergency Power System is in violation of this Paragraph, Tenant will promptly correct such violation. (e) Upon expiration or earlier termination of this Lease, or upon expiration or termination of Tenant’s right to the Emergency Power System (as provided above), Tenant will, at its sole cost and expense, remove the Emergency Power System, and repair and restore any damage caused by its installation or removal, including, without limitation, during restoration of the Building and surrounding area to an architectural and aesthetic whole. The provisions of this paragraph will survive the expiration or sooner termination of this Lease. (f) Tenant will pay all costs and expenses of operation and maintenance of the Emergency Power System. If any period of time during a generator switchoversuch costs are invoiced to Landlord, such costs will become additional rent and will be due promptly upon invoice therefor from Landlord. Tenant will pay Landlord, as discussed in additional rent, all additional expenses incurred by Landlord as a result of the immediately preceding sentence)Tenant’s operation of the Emergency Power System. 8.2. At (g) Landlord may impose such other reasonable requirements and restrictions with respect to the Emergency Power System at such time as Tenant submits its plans for the Emergency Power System, and Landlord may impose such additional reasonable requirements and restrictions with respect to the Emergency Power System at any time from thereafter so long as such additional requirements and after restrictions imposed thereafter do not unreasonably impede the earlier operation and utility of the 777 North Spine Level Premises Commencement Date Emergency Power System and do not unreasonably cause Tenant to incur any additional material cost or expense. (h) The Emergency Power System must not clash with and must be harmonious with the 777 Northwest Lobby Level Premises Commencement DateBuilding color scheme, in Landlord’s reasonable judgment. (i) The design of the Emergency Power System must be consistent with the first-class nature of the Building, in Landlord’s reasonable judgment. (j) The Emergency Power System must be screened or fenced off in a manner reasonably satisfactory to Landlord, using materials consistent with the first-class nature of the Building, in Landlord’s reasonable judgment. (k) The size and location of the Emergency Power System may not unreasonably and adversely impact the Building’s parking amenities and access, in Landlord’s sole and absolute judgment. (l) All aspects of the installation of the Emergency Power System will be subject to Landlord’s review and approval (which approval will not be unreasonably withheld or delayed). Without limiting the foregoing, any fuel tanks for the Emergency Power System must be above-ground, not underground. (m) Before installing the Emergency Power System, Tenant may must prepare and deliver to Landlord the following, which will be subject to Landlord’s approval (which approval will not be unreasonably withheld or delayed): Preliminary drawings of the Emergency Power System, including the location proposed by Tenant; A list of all colors, materials, and finishes that will be used; and Samples of any material to be used in screening or fencing off the Emergency Power System, if Landlord so requests. Incomplete drawings will be returned to Tenant without approval. (n) Tenant will be responsible, at its sole cost and expense, for its sole use obtaining and maintaining during the Lease Term all applications, permits, consents, approvals and licenses required by federal, state and local governmental and quasi-governmental authorities, and by any applicable property association to which the Building may be subject, in accordance connection with all Applicable Laws)the Emergency Power System. Landlord will cooperate with Tenant in obtaining such approvals, but subject to Tenant will reimburse Landlord for Landlord’s prior written approval out-of-pocket costs in connection therewith. Copies of all permits and licenses must be delivered to Landlord promptly after Tenant’s receipt thereof. Tenant’s inability or failure to obtain any such permits, approvals or licenses, or the expiration or cancellation of the same, and the resulting inability of Tenant to install or maintain the Emergency Power System, will not invalidate this Lease or reduce Tenant’s obligations under this Lease. (o) Landlord is not and will not be obligated to provide a security guard or any other security services for the Emergency Power System. Under no circumstances will Landlord or its managing agent or their respective agents or employees be liable for, and Tenant waives all claims with respect to, (a) any damages, injuries or losses sustained by Tenant or its agents, employees or contractors, resulting from Landlord’s failure to provide security or adequate security for the Emergency Power System, or (b) losses or damages due to failure of the Emergency Power System or inadequacy of the location or facilities therefor, the same being at Tenant’s sole risk, or (c) the damages done to the location Emergency Power System by any person, and method neither will Landlord be required to insure against any such losses. Tenant will follow all rules and regulations reasonably promulgated by Landlord with respect thereto. The provisions of installation this paragraph will survive the expiration or sooner termination of this Lease. (p) Tenant will indemnify, defend and hold harmless the Parties Indemnified by Tenant (as defined in Paragraph 19 from and against any and all loss, damage, claim, demand, liability or expense (including reasonable attorneys’ fees) resulting from claims by third parties arising in connection with the Emergency Power System, or any person’s use thereof, or any robbery, theft or burglary relating thereto. Tenant will have the right and obligation to assume the defense of any claim covered by this indemnity on behalf of both itself and the Landlord Parties, and the Landlord Parties may not settle such generator claim without the consent of Tenant (which approval shall consent will not be unreasonably withheld, conditioned withheld or delayed), install a temporary or permanent generator provided (the “i) Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises acknowledges to the Landlord Parties in writing that it is responsible for such claim under the terms of this paragraph and (ii) the lawyers selected by Tenant Generator prior to handle such defense are reasonably satisfactory to the 777 North Spine Level Premises Commencement Date Landlord Parties and such representation does not result in a conflict of interest for such lawyers. The Landlord Parties may participate in the defense of such claim at their own expense unless Tenant is not representing the Landlord Parties in which case the reasonable expense of the Landlord Parties in defending against such claim will be paid by Tenant. The provisions of this paragraph will survive the expiration or sooner termination of this Lease. (bq) 777 Northwest Lobby Level Premises Tenant agrees to indemnify Landlord and the other Parties Indemnified by Tenant (as defined in Paragraph 19), and hold them harmless from and against any loss, cost, claim, liability or expense (including reasonable attorneys’ fees and court costs) arising out of or in connection with the Emergency Power System, or any person’s use thereof, or any robbery, theft or burglary relating thereto. (r) The waivers set forth in Paragraph 18 will apply to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall be Tenant’s sole responsibility. Any installation of the Tenant Generator shall be subject to Article 18 of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant to this SectionEmergency Power System.

Generator. 8.1. As Landlord grants to Tenant an exclusive license to use throughout the Term the existing 300 kw generator that services the computer lab on the fourth floor portion of the Execution Date, there is Premises and the UPS systems (a back-up generator outside 40 kva unit and a 50 kva unit) that service the northwest end computer lab and professional services lab on the fourth floor portion of the 777 Building Premises (the “GeneratorBackup Power System”) that is connected to the emergency electrical panels of the 13th Amendment Expansion Premises). Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement DateIn addition, as applicableTenant may install, and continuing until the date that Tenant elects (in at Tenant’s sole discretion) to discontinue use of, cost and actually disconnects such emergency electrical panels from, the Generator (such period of time expense and in compliance with respect to the applicable portion of the Premises, the “Generator Period”), Tenant shall be entitled to use up to its proportionate share (after deducting any power from the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 this Lease, conduits and other equipment connecting the Premises to the Backup Power System (collectively, “Tenant’s Equipment”). At all times during the Term hereof, Tenant shall maintain, at Tenant’s sole cost and expense, Tenant’s Equipment in good, operational working order and condition (copies of such maintenance records to be provided to Landlord within five (5) days of Landlord’s request therefor) and in compliance with all applicable laws, codes, ordinances, orders, directives, rules and regulations, all insurance requirements, and all reasonable rules and regulations which may be promulgated by Landlord from time to time. At Landlord’s request, Tenant shall test Tenant’s Equipment at least once per year, and provide the results of such testing to Landlord within five (5) days of the Leasedate of Tenant’s receipt of such results. Although Tenant is not required to pay to Landlord a fee for the usage of the Backup Power System, Tenant shall pay to Landlord all actual utility and fuel costs, determined by Landlord in its reasonable discretion, associated with Tenant’s use of the Backup Power System. Tenant shall maintain the Backup Power System in accordance with commercially reasonable standards; provided, however Landlord shall replace the Backup Power System if such system requires replacement during the Term, and Tenant shall reimburse Landlord as additional rent on a monthly basis during the Term for the annual amortization of the cost of such replacement, amortized over the remainder of the Term. The Backup Power System shall be returned to Landlord in good working order, reasonable wear and tear excepted. Tenant acknowledges that Landlord makes no warranty or representation with respect to the Backup Power System or its suitability for Tenant’s use, and Landlord shall have no responsibility or liability to Tenant in connection with any failures of such Backup Power System; provided, however, Landlord hereby provides Tenant with a one-year warranty on the Backup Power System, such that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working conditionbe responsible, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, for any necessary replacement thereof for a period of one year following the Lease Commencement Date. Tenant hereby releases Landlord and its sole property manager and their respective agents and employees, and waives any and all claims for damage or injury to person or property or loss of business sustained by Tenant, in connection with or resulting from the Backup Power System becoming in disrepair, malfunctioning, or failing, all as further set forth herein, except in each case, to the extent a court of competent jurisdiction determines that such damage or injury resulted from a breach of Landlord’s duty hereunder. Tenant’s right to use the Backup Power System is granted solely to service the Premises, and Tenant shall not permit the use of the Backup Power System by any party not occupying the Premises. Landlord shall have the right to inspect the Backup Power System, upon twenty-four (24) hours prior notice to Tenant, to ensure compliance with the terms of this Lease. Upon expiration or termination of this Lease, unless otherwise specified by Landlord, Tenant shall return the Backup Power System and associated conduits to Landlord in accordance the condition existing on the Lease Commencement Date, reasonable wear and tear excepted. Tenant shall have the right to install additional conduits and other equipment supporting the Backup Power System, and to upgrade the Backup Power System, with all Applicable Laws), but subject to Landlord’s prior written approval with respect to the location and method of installation of such generator (consent, which approval consent shall not be unreasonably withheld, conditioned or delayed), install a temporary or permanent generator (and then in compliance with all the “Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date terms and (b) 777 Northwest Lobby Level Premises to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall be Tenant’s sole responsibility. Any installation of the Tenant Generator shall be subject to Article 18 conditions of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant to this Section.

Generator. 8.1. As of Tenant shall have the Execution Date, there is a back-up generator outside the northwest end of the 777 Building right (the “Generator”) that is connected but only to the emergency electrical panels extent permitted by the City of the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement DateMenlo Park and all agencies and governmental authorities having jurisdiction thereof), as applicable, and continuing until the date that Tenant elects (in at Tenant’s sole discretion) cost and expense, to discontinue use ofmaintain and operate the currently existing emergency generator, UPS battery systems and actually disconnects such emergency electrical panels from, the Generator related appurtenances (such period of time with respect to the applicable portion of the Premisescollectively, the “Generator PeriodEquipment”) in the location such Generator Equipment is currently located (“Equipment Area”), provided: (a) Tenant shall obtain Landlord’s prior written consent before making any modifications to the Equipment Area. (b) No additional Base Rent shall be paid by Tenant for use of the Equipment Area or Generator Equipment; provided, Tenant shall be entitled solely responsible to use up to its proportionate share (after deducting any power from pay for all utilities, including without limitation, electricity, used in connection with the Generator required for Equipment or Equipment Area. (c) The Generator Equipment shall remain the Common property of Landlord and Tenant shall not remove the Generator Equipment upon the expiration or earlier termination of this Lease. Prior to expiration or earlier termination of this Lease, Landlord may require that Tenant perform, at Tenant’s sole expense, an environmental site assessment reasonably acceptable to Landlord to determine the extent of any contamination and Tenant shall, at Tenant’s sole expense, clean up, remove, and remediate all Hazardous Substances that may have been caused by Tenant’s use of the Generator Equipment. (d) Each of the other provisions of this Lease shall be applicable to the Equipment Area and other common Building systems) the use of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (Equipment by Tenant, including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintainingwithout limitation, repairing Paragraphs 6, 7 and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided. (e) Anything to the contrary contained herein notwithstanding, howeverif, that Tenant’s share of during the Term, as such costs Term may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share extended, Landlord, in its reasonable judgment, believes that the Generator Equipment poses a human health or environmental hazard that cannot be remediated or has not been remediated within ten (10) days after Tenant has been notified thereof, then Tenant shall immediately cease all operation of the Generator as described Equipment. (f) Tenant shall not use the Generator Equipment, the Equipment Area or any other portion of the Industrial Center in any way which interferes with the use of the Industrial Center by Landlord, or other tenants or licensees of Landlord or any other occupant. Such interference shall be deemed a material breach by the Tenant under the Lease, and Tenant shall, within five (5) days of written notice from Landlord, be responsible for terminating said interference. In the event any such interference does not cease within five (5) days of Landlord’s written notice, Tenant acknowledges that continuing interference may cause irreparable injury and, Tenant shall immediately preceding sentence. cease all operation of the Generator Equipment. (g) Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord) and hold harmless Landlord expressly disclaims and all of Landlord’s Entities from any warranties with regard and all claims, demands, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) any of such Landlord’s Entities may suffer or incur arising out of or related to the Generator or the installation thereofuse, including any warranty operation and maintenance of merchantability or fitness for a particular purpose. During the Generator PeriodEquipment or any portion thereof by Tenant. (h) Tenant shall maintain all reports, Landlord shall repair inventory and maintain other records, test results, permits and all other data and information required under Applicable Requirements for the use, maintenance and operation of the Generator in good working conditionEquipment, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation and upon request of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator periodLandlord, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of all such contract reports, records, test results and other information without cost or expense to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generatorLandlord. The provisions of Section 17.2 parties hereto have executed this Lease at the place and on the dates specified below their respective signatures. AMB PROPERTY, L.P., a Delaware limited partnership PACIFIC BIOSCIENCES OF CALIFORNIA, INC., a Delaware corporation, dba Pac Bio, Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: AMB PROPERTY CORPORATION, Its: President a Maryland corporation, its general partner Date: 12/16/10 By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Its: Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date: 12/16/10 Its: Date: Vice President, Regional Manager 12/17/10 Tenant’s Address: After the Commencement Date The Premises Address Prior to the Commencement Date AMB Property, L.P. c/o AMB Property Corporation Pier 1, Bay 1 San Francisco, California 94111 1360 Willow Road, Suite 100 Menlo Park, California 94025 If Tenant is a CORPORATION, the authorized officers must sign on behalf of the corporation and indicate the capacity in which they are signing. The Lease must be executed by the chairman of the board, president or vice-president, and the secretary, assistant secretary, chief financial officer or any assistant treasurer, unless the bylaws or a resolution of the board of directors shall apply to otherwise provide, in which event, the Generator (including, without limitation, during any period bylaws or a certified copy of time during a generator switchoverthe resolution, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Datecase may be, Tenant may (at its sole cost and expense, for its sole use and in accordance with all Applicable Laws), but subject to Landlord’s prior written approval with respect to the location and method of installation of such generator (which approval shall not must be unreasonably withheld, conditioned or delayed), install a temporary or permanent generator (the “Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date and (b) 777 Northwest Lobby Level Premises to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall be Tenant’s sole responsibility. Any installation of the Tenant Generator shall be subject to Article 18 of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant attached to this SectionLease.

Generator. 8.1. As Subject to Landlord’s prior written approval of the Execution Date, there is a back-up generator outside the northwest end of the 777 Building (the “Generator”) that is connected to the emergency electrical panels of the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement Date, as applicable, design and continuing until the date that Tenant elects (in Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable portion of the Premises, the “Generator Period”)location thereof, Tenant shall be entitled to use up to its proportionate share (after deducting any power from have the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintainingright, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided, however, that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, to install a back-up generator including aboveground belly tank therefor (collectively, the “Generator”) to serve the Premises on approximately 100 rentable square feet of the Property (outside the Building) in the location depicted on Exhibit B attached hereto (the “Generator Premises”), subject to the following conditions: a. Commencing on the Effective Date and continuing during the Term of the Lease, in addition to the Rent due under the Lease, Tenant shall pay to Landlord annual rent for the Generator Premises in the amount of $10.21 per rentable square foot of the Generator Premises (the “Generator Rent”). The Generator Rent shall be due and payable at the same times and on the same terms and conditions applicable to Rent under the Lease. The Generator Premises shall not be included in the calculation of Tenant’s Pro Rata Share of Real Estate Taxes and Operating Expenses pursuant to Article 6 of the Original Lease. b. Except as otherwise set forth in this Second Amendment, installation of the Generator will be deemed an Alteration (as defined in Article 12 of the Lease) to the Premises and will be governed by the applicable provisions of the Lease relating to Alterations. Tenant will submit to Landlord, at least twenty (20) days prior to the proposed installation date, (i) Tenant’s proposed plans and specifications relating to the installation, operation and use of the Generator, and (ii) all other information required pursuant to Article 12 for such Alteration. Tenant may not commence any work to install a Generator on the Generator Premises until it has received Landlord’s prior written approval of all such deliveries. Landlord agrees to act reasonably in connection with any changes to Tenant’s plans and specifications required by Landlord after Landlord has granted its approval thereto. c. Tenant will comply with Landlord’s reasonable directives and all federal, state, and local laws, regulations, rules and guidelines relating to the installation, operation, maintenance and repair of the Generator, including, but without limitation to (i) installation of decorative screening and landscaping around the Generator that is compatible with the exterior of the Building and surrounding landscaping and that is acceptable to Landlord in Landlord’s reasonable discretion, (ii) obtaining and maintaining, or causing to be obtained and maintained, all applicable permits required for the installation, operation, maintenance and repair of the Generator, (iii) implementing a Spill Prevention Control and Countermeasures Plan (as required by federal, state, or local regulations) or best management practices plan, (iv) providing evidence of financial responsibility and insurance covering the Generator naming Landlord and its property manager as additional insured, and (v) maintaining and inspecting the Generator and related equipment and keeping records related thereto. Any replacement, all maintenance and repair of the Generator and all governmental compliance required in connection with the Generator will be Tenant’s sole responsibility and Tenant’s sole cost and expense; provided, however, if Tenant fails to commence such maintenance and repair within three (3) days after notice from Landlord and thereafter diligently prosecutes the same to completion, then Landlord may perform such maintenance and repair at Tenant’s sole cost and expense which shall be paid by Tenant to Landlord upon demand. Upon Landlord’s request, Tenant will promptly provide Landlord with copies of all records relating to the installation, operation, maintenance and repair of the Generator. d. Tenant may use the Generator only when normal power is not available to the Premises. Tenant may not use the Generator for any purpose other than in connection with the occupancy of the Premises for the permitted use and in accordance with all Applicable Laws), but subject any applicable permits. e. Upon a written request from Tenant delivered to Landlord’s Landlord no later than six (6) months prior written approval with respect to the location and method expiration of installation of such generator (which approval shall not be unreasonably withheldthe Term, conditioned or delayed)Landlord will, install within a temporary or permanent generator (reasonable time thereafter, advise Tenant as to whether Landlord will require Tenant to remove the “Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date expiration of the Term. Tenant shall, within ninety (90) days following Landlord’s notice, at Tenant’s sole cost and (b) 777 Northwest Lobby Level Premises expense, perform an environmental investigation to determine whether a release of fuel has occurred. If Landlord does not require Tenant to remove the Generator and the environmental investigation conducted pursuant to the preceding sentence indicates that no release has occurred, then the Generator will become the property of the Landlord and Tenant will, at the request of Landlord, convey the Generator to Landlord by a ▇▇▇▇ of sale. Unless Landlord notifies Tenant that it will not require Tenant to remove the Generator in accordance with this subsection e., Tenant shall remove the Generator, at Tenant’s sole cost and expense, prior to the 777 Northwest Lobby Level expiration of the Term in accordance with all applicable laws and shall promptly repair any damage to the Generator Premises, the Premises Commencement Date)and/or the Property caused by the installation, operation and/or removal of the Generator, including any required environmental remediation, all at Tenant’s sole cost and expense. In such eventTenant must document the removal of the Generator with a report prepared by a qualified consultant reasonably approved by Landlord, evidencing either no impact to soil and groundwater exceeding applicable state and federal cleanup criteria for the use of the site or that any impacted soil or groundwater has been remediated in a manner and to a level meeting the applicable state and federal cleanup criteria, together with any applicable assurance or closure documentation. f. Tenant will immediately report to Landlord any spill or release and any citations or notices of violation and will provide Landlord with copies thereof. Such notification will not relieve Tenant from its obligations to notify governmental agencies. Any cleanup or remediation will be completed by Tenant, at Tenant’s sole cost and expense, in accordance with applicable law and in a manner and to a level meeting the applicable state and federal cleanup criteria, together with any applicable assurance or closure documentation. g. This provision does not modify Tenant’s permitted use of the Premises, and does not relieve Tenant of any environmental liability under the Lease. h. Landlord may make periodic inspections of the Generator Premises, the Premises and the Generator to ensure regulatory compliance and the proper operation, maintenance and repair of the Generator. Any reasonable costs incurred by Landlord in making inspections or other costs of compliance will be charged directly to Tenant and will be due and payable to Landlord upon demand. i. Landlord has no liability for the Generator or for any other specialty equipment which is not a part of the Building’s utility equipment and monitored by the energy management system. To the fullest extent allowable under law, Tenant (xi) waives all claims it may have against Landlord arising out of or relating to damage to or destruction of the 13th Amendment Expansion Premises shall no longer be connected Generator other than claims arising out of or directly attributable to the gross negligence or willful misconduct of Landlord, its agents, employees or contractors; and (ii) will indemnify and defend (with counsel reasonably acceptable to Landlord) Landlord from and against all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses or expenses, including, without limitation, court costs, and reasonable attorneys’ fees incurred by Landlord in connection with the foregoing or in enforcing Tenant’s obligations under this Second Amendment, arising out of or relating to the Generator, including, without limitation, the installation, operation, repair, maintenance, and therefore removal of the Generator Period shall terminateother than claims arising out of or directly attributable to the gross negligence or willful misconduct of Landlord, (y) any obligation its agents, employees or contractors. All obligations of Tenant and rights of Landlord under this Second Amendment will survive the expiration or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the early termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall be Tenant’s sole responsibility. Any installation of the Tenant Generator shall be subject to Article 18 of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant to this Sectionwithout limitation.

Generator. 8.1. As of the Execution Date, there is a Tenant may locate one (1) back-up generator outside the northwest end of the 777 Building (the “Tenant’s Generator”) that is connected in a location adjacent to the emergency electrical panels of the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement DateThe type, as applicable, size and continuing until the date that Tenant elects (in exact location of Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable portion of the Premises, the “Generator Period”), Tenant shall be entitled to use up to its proportionate share (after deducting any power from the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided, however, that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, for its sole use and in accordance with all Applicable Laws), but subject to Landlord’s prior written approval with respect to the location and method of installation of such generator (approval, which approval shall not be unreasonably withheld, conditioned conditioned, or delayed), install a temporary or permanent generator (the “Tenant Generator”) . It is anticipated that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date and (b) 777 Northwest Lobby Level Premises to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party with respect to the Generator shall be governed by located in the applicable terms location identified on Exhibit F attached hereto as Generator Location, and Landlord hereby approves the location of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant’s Generator within such location. Tenant shall maintain Tenant’s Generator (including the costs and expenses thereof) shall be at Tenant’s sole responsibilitycost in good working order, condition and repair. Any installation Tenant’s Generator shall be maintained at the sole risk of the Tenant Generator and shall be subject to Article 18 applicable law and such reasonable rules and regulations from time to time provided by Landlord. Upon Landlord’s request, Tenant shall promptly relocate, temporarily or permanently, Tenant’s Generator. Landlord shall reimburse Tenant for the reasonable out of pocket cost of relocating Tenant’s Generator if such relocation is performed at the request of Landlord. Tenant’s Generator shall not interfere with the use and operation of the Lease; providedBuilding. To the extent that Tenant’s Generator shares facilities with any Building system, however, Tenant shall pay the incremental costs of such facilities in excess of the costs that Landlord would incur but for such sharing within thirty (30) days of Landlord’s consent rights demand. Upon Landlord’s request, Tenant shall not reduce provide sound and visual screening of Tenant’s Generator reasonably acceptable to Landlord and shall secure and protect, to the rights granted extent necessary in Landlord’s determination, Tenant’s Generator from vehicular traffic. Tenant shall be required to remove Tenant’s Generator upon expiration or sooner termination of this Lease and repair all damage resulting from such removal and restore any damage caused thereby. Tenant pursuant to this Sectionagrees that Tenant’s Generator shall only be used for back up purposes in the event of disruption of Tenant’s primary power source.

Generator. 8.1. As Landlord grants to Tenant a license to access and use Landlord’s 230kw/480v diesel-powered standby generator located outside the rear of the Execution Date, there is a back-up generator outside Building and its associated automatic transfer switch located within the northwest end main switchgear room in the basement of the 777 Building (the “Generator”) ‘Backup Power System’). The license granted under this Section 16.34 for the Backup Power System shall be referred to herein as the ‘Generator License’. Landlord represents and warrants that is connected it has full power and authority and all necessary rights to grant the emergency electrical panels of Generator License to Tenant. Tenant shall have the 13th Amendment Expansion Premises. Commencing on the 777 North Spine Level Premises Commencement Date or the 777 Northwest Lobby Level Premises Commencement Dateright to install, as applicable, and continuing until the date that Tenant elects (in at Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable portion of the Premises, the “Generator Period”), Tenant shall be entitled to use up to its proportionate share (after deducting any power from the Generator required for the Common Area and other common Building systems) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided, however, that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, for its sole use conduits, wire, panels and in accordance with all Applicable Laws)transformers (collectively, but subject to Landlord‘Tenant’s prior written approval with respect Equipment’) connecting the Premises to the location and method of installation of such generator (which approval shall Backup Power System. Tenant is not be unreasonably withheldobligated to install any Tenant’s Equipment, conditioned or delayed), install a temporary to use or permanent generator (operate the “Tenant Generator”) that services the 13th Amendment Expansion Premises (Backup Power System; provided, however, that Tenant shall nevertheless be obligated to pay the License Fee described below to Landlord for so long as the term of the Generator License is in effect and pursuant to the terms and conditions set forth herein. Tenant shall be responsible for all installation fees and costs for the installation of Tenant’s Equipment, the connection to the Backup Power System and any modifications to the Backup Power System that are required as a result of such connection. A drawing depicting the proposed location of Tenant’s Equipment and the connection to the Backup Power System is attached hereto as Schedule 1. At all times during the term of the Generator License, Tenant shall maintain and repair, at Tenant’s sole cost and expense, Tenant’s Equipment and the Backup Power System in good, operational working order and condition and in compliance with all applicable laws, codes, ordinances, orders, directives, rules and regulations, all insurance requirements, and all reasonable rules and regulations which may be promulgated by Landlord and of which Tenant is notified in writing from time to time. If all or any part of the Backup Power System (including, without limitation, the generator) requires replacement prior to the end of the term of the Generator License, Tenant shall replace the same, at Tenant’s sole cost and expense, with a new or replacement item of similar or better quality and function. A replacement will only be considered required if the Backup Power System functions improperly and Tenant, or Tenant’s designated service provider, cannot remedy such improper function after making reasonable attempts to do so. If Tenant is using or operating the Backup Power System, Tenant shall also maintain a preventative maintenance service contract for the Backup Power System with a licensed generator maintenance contractor and shall provide Landlord with copies of such reports on an annual basis or within fifteen (15) days of Landlord’s request (but not more than twice per year) from time-to-time. Tenant shall also arrange for the testing of the Backup Power System at least once per year, and provide the results of such testing to Landlord within five (5) days of the date of Tenant’s receipt of such results. Tenant shall pay to Landlord a license fee of One Thousand and 00/100 ($1,000.00) Dollars (the “License Fee”) per month (prorated for any partial month) in connection with the license to use the Backup Power System, commencing as of the earlier of (i) November 1, 2013 or (ii) the first day that Tenant connects Tenant’s Equipment to the Backup Power System. The License Fee shall be permitted paid to connect Landlord with Tenant’s monthly payment of Annual Fixed Rent as described in the Lease. In addition, Tenant shall (i) pay directly to the applicable provider all fuel costs related to the operation of the Backup Power System and (ii) pay any ongoing legally required permitting costs relating to the use and operation of the Backup Power System. Tenant acknowledges that (a) 777 North Spine Level Premises Landlord makes no warranty or representation with respect to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date Backup Power System or its suitability for Tenant’s use, and (b) 777 Northwest Lobby Level Premises Landlord shall have no responsibility or liability to Tenant in connection with any failures, disruptions or malfunctions of such Backup Power System. Tenant hereby releases Landlord and its property manager and their respective agents and employees, and waives any and all claims for damage or injury to person or property or loss of business sustained by Tenant, in connection with or resulting from the Backup Power System becoming in disrepair, malfunctioning, or failing, all as further set forth in Section 12.1 of the Original Lease, which shall apply to the license granted pursuant to this Section 16.34. Tenant’s right to use the Backup Power System is exclusive to Tenant and granted solely to service the Premises, and Tenant shall not permit the use of the Backup Power System by any other party, except for its service providers, contractors or agents. Landlord shall have the right to inspect the Tenant’s Equipment and the Backup Power System, not more than twice per year (except in the case of an emergency), upon twenty-four (24) hours prior notice to Tenant (or without prior notice in the case of an emergency), to ensure compliance with the terms of this Lease. Landlord will not cause, or enter into any agreement that would cause, a material impediment to Tenant’s exercise of the Generator License or compliance with its obligations related thereto. The Generator License shall terminate on the earlier of (i) the termination or expiration of this Lease, or (ii) upon ninety (90) days prior written notice of termination by Tenant to Landlord, which notice may be provided at any time during the 777 Northwest Lobby Level Premises Commencement DateTerm of this Lease at Tenant’s option. In the event of termination, Tenant will be obligated to pay the License Fee up through the date of termination, and following the date of termination all of Tenant’s maintenance, service repair, replacement and payment obligations (if any) associated with the Generator License will cease (except as provided in the next sentence). In such eventThe prior sentence, (x) however, shall not affect Landlord’s rights to enforce any defaults by Tenant existing as of the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation date of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from the Generator Period) shall, from and after the termination of the Generator Period, be null and void and of no further force or effect, and from and after the Generator Period, any rights or obligations of either party License with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenanceTenant’s payment, repair and or replacement obligations, nor affect Landlord’s right to enforce Tenant’s indemnification obligations with respect to Hazardous Materials described below, which enforcement rights shall survive the termination of the Generator License. Upon termination of the Generator License, unless otherwise specified by Landlord, Tenant shall return the Backup Power System to Landlord in good and operable condition, reasonable wear and tear excepted. Upon termination of the Generator License (including but subject to the costs and expenses thereof) shall be next paragraph), Tenant will provide to Landlord Tenant’s sole responsibilityEquipment, which Landlord will accept with the Backup Power System. Any installation Landlord acknowledges that (a) Tenant makes no warranty or representation with respect to Tenant’s Equipment or its suitability for use, and (b) Tenant shall have no responsibility or liability to Landlord or any third party in connection with any failures, disruptions or malfunctions of Tenant’s Equipment. Landlord hereby releases Tenant and its respective agents and employees, and waives any and all claims, for damage or injury to person or property or loss of business sustained by Landlord (or another party) after the date of the Tenant Generator shall be subject to Article 18 termination of the Lease; provided, however, that Generator License in connection with Landlord’s consent rights shall not reduce or another party’s use of Tenant’s Equipment. Notwithstanding the rights granted provisions of the prior paragraph, if Tenant exercises its right to Tenant terminate the Generator License for Tenant’s convenience pursuant to this Section.clause (ii) of the first sentence of the prior paragraph or if the Lease is terminated by Landlord in accordance with

Generator. 8.1. As of (a) During the Execution DateTerm, there is as the same may be extended, Landlord shall install a back-up new 900kW emergency generator outside by December 31, 2017, and thereafter maintain in operable condition during the northwest end of the 777 Building Term, test and monitor an emergency generator pursuant to mutually agreeable specifications (the “Emergency Generator”) that is connected to in accordance with a NFPA 101 standard, and the emergency electrical panels Municipal Code of the 13th Amendment Expansion PremisesCity of Des Moines. Commencing on the 777 North Spine Level Premises Commencement Date Landlord shall provide Tenant with copies of any monitoring and / or the 777 Northwest Lobby Level Premises Commencement Date, as applicable, and continuing until the date testing results upon reasonable request at reasonable intervals. Landlord acknowledges that Tenant elects (in shall be permitted to utilize up to 350kW of the capacity of the Emergency Generator for its needs, but shall not exceed that capability without Landlord’s prior approval and coordination. Landlord will monitor Tenant’s sole discretion) to discontinue use of, and actually disconnects such emergency electrical panels from, the Generator (such period of time with respect to the applicable through a demand meter. Landlord may utilize a portion of the Premisescapacity of the Emergency Generator for the needs of the Building (i.e. life safety), provided however, that no such use shall overburden the “Emergency Generator Period”)or interfere with Tenant’s utilization of the Emergency Generator. The intent of design is to provide enough generator capacity to support Tenant load and Fire Life Safety requirements. (b) Tenant acknowledges that, provided that no other tenants of the Building have the right to utilize the Emergency Generator, thirty-nine percent (39%) of the Emergency Generator’s operation, maintenance and repair costs shall be allocated to Tenant as a Building Operating Expense. Tenant will pay its pro rata share of the remaining sixty-one percent (61%) of the Emergency Generator’s operation, maintenance and repair costs associated with Building Fire Life Safety requirements in accordance with the provisions of Section 7. If Landlord allocates Emergency Generator capacity to other tenants, then Tenant’s pro rata share will be adjusted accordingly. Notwithstanding the foregoing, Tenant shall always be entitled to use up to its proportionate share allocated a minimum of 350kW. (after deducting any power from the c) Costs allocated between Tenant and Landlord will be for Emergency Generator required for the Common Area design, acquisition and other common Building systemsinstallation including distribution panel(s) of power from the Generator (which proportionate share shall be based on the Rentable Area of the tenants’ (including Tenant) premises that have emergency electrical panels connected to the Generator) on a non-exclusive basis with other tenants that have a premises emergency electrical panel connected to the Generator. The cost of maintaining, repairing and replacing the Generator during the Generator Period shall constitute Operating Expenses, subject to the terms and conditions of Article 8 of the Lease; provided, however, that Tenant’s share of such costs may be more than Tenant’s Pro Rata Share based upon Tenant’s proportionate share of the Generator as described in the immediately preceding sentence. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty of merchantability or fitness for a particular purpose. During the Generator Period, Landlord shall repair and maintain the Generator in good working condition, but Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. During the Generator period, if Landlord enters into a new service contract for the Generator (as opposed to an amendment or extension), then Landlord shall provide a copy of such contract to Tenant within a reasonable period of time after execution thereof. Landlord reserves the right (in its sole and absolute discretion), upon at least ten (10) business days’ prior written notice to Tenant, to disconnect the 13th Amendment Expansion Premises’ emergency electrical panels from the Generator and simultaneously therewith reconnect the 13th Amendment Expansion Premises’ emergency electrical panels to a different generator, at which time the term “Generator,” as used herein, shall apply to such different generator. The provisions of Section 17.2 of the Lease shall apply to the Generator (including, without limitation, during any period of time during a generator switchover, as discussed in the immediately preceding sentence). 8.2. At any time from and after the earlier of the 777 North Spine Level Premises Commencement Date and the 777 Northwest Lobby Level Premises Commencement Date, Tenant may (at its sole cost and expense, for its sole use and in accordance with all Applicable Laws), but subject to Landlord’s prior written approval with respect to the location and method of installation of such generator (which approval shall not be unreasonably withheld, conditioned or delayed), install a temporary or permanent generator (the “Tenant Generator”) that services the 13th Amendment Expansion Premises (provided, however, that Tenant shall not be permitted to connect the (a) 777 North Spine Level Premises to the Tenant Generator prior to the 777 North Spine Level Premises Commencement Date and (b) 777 Northwest Lobby Level Premises to the Tenant Generator prior to the 777 Northwest Lobby Level Premises Commencement Date). In such event, (x) the 13th Amendment Expansion Premises shall no longer be connected to the Generator, and therefore the Generator Period shall terminate, (y) any obligation of Landlord or Tenant under Section 8.1 (except for Tenant’s obligation to pay any Operating Expenses from transfer switches, if necessary (assuming the Emergency Generator Period) shallinfrastructure is not duplicative with the infrastructure already supported in the Building), from it being understood and after the termination of the Generator Periodagreed that Tenant transfer switch(s), be null distribution panels, feeders and void and of no further force or effectbranch circuits, and from and after the Generator Periodif required, any rights or obligations of either party with respect to the Generator shall be governed by the applicable terms of the Lease and (z) all maintenance, repair and replacement obligations with respect to the Tenant Generator (including the costs and expenses thereof) shall will be Tenant’s sole responsibilitycost and expense and Tenant will not be allocated any of Landlord’s cost of transfer switches, distribution panels, feeders and branch circuits, or distribution panels solely used by Landlord except for one feeder breaker in Landlord’s Emergency Distribution Panel. Allocated costs will also include cost of load management system to shed Tenant’s load in order to maintain fire/life safety requirements if required by City of Des Moines or MidAmerican Energy Company. Tenant agrees to reimburse Landlord for all costs to acquire and install the Emergency Generator based on the formula below, based on the expected life of the generator (which life shall be no less than fifteen (15) years) prorated to Tenant’s lease term as may be extended and prorated to Tenant’s requirements versus the Building requirements. By way of example only, Tenant Emergency Generator use requirements are 350kW and the Building Emergency Generator capacity is 900kW, Tenant’s proportionate use of the Emergency Generator is calculated as a fraction, the numerator of which is Tenant Emergency Generator requirements and the denominator of which will be the Building Emergency Generator capacity (350kW/900kW = 0.39). Therefore, in this example, Tenant’s proportionate use of the generator capacity is 39%. The amortized cost of the generator shall be calculated by a fraction, the numerator of which shall be the cost of the Emergency Generator, which we will say by way of example is $1,350,000.00, and the denominator of which is the estimated life of the Emergency Generator, which we will say is 15 years ($1,350,000.00/15 years = $90,000.00). Therefore, the total Emergency Generator amortization in this example equals $90,000.00 per year for total Emergency Generator amortization. Finally, Tenant’s annual share would be determined by multiplying Tenant’s proportionate use of the Emergency Generator by the generator amortization (39%*$90,000.00 = $35,100.00) equaling, in this example, a total share of $35,100.00 owed by Tenant. (d) Landlord does hereby grant Tenant the right to and through building chases and electrical spaces and other spaces as may be mutually agreed upon to route appropriate emergency power feeders together with distribution panels, transfer switches and associated generator and transfer switch control wiring to Tenant’s Premises. (e) Landlord shall conduct all required Emergency Generator testing on weekends, outside of normal Building hours and upon prior notice to, and coordination with Tenant, so as not to disrupt Tenant’s business operations. Landlord shall not conduct tests of the Emergency Generator without prior coordination with Tenant. Any installation testing required of Tenant’s emergency system, including transfer switches, will be conducted by Landlord with Tenant prior coordination and approval. Tenant shall not have access to the Tenant Emergency Generator at any time unless accompanied by Landlord, which escort shall be subject to Article 18 of the Lease; provided, however, that Landlord’s consent rights shall not reduce the rights granted to Tenant pursuant to this Sectionreasonably provided upon request.