(c)       All installments shall be payable in advance, on the first day of each calendar month during the term of this Agreement. Rent for the first and last months of the term shall be prorated based upon the number of days during each of those months that this Agreement is in effect. All Rent shall be paid to Questar without notice, demand, deduction, or offset, at Questar’s business address or to such other person or at such other place as Questar may designate in writing.

(d)       Payments that are not made within 15 days after the due date shall be subject to late charges of 1½ percent per month or at the highest legal rate, whichever is the lower.

Section 5.  Holding Over

Should Sublessee, with Questar’s consent, hold over after the termination of this Agreement, Sublessee shall become a sublessee from month-to-month subject to each and all of the provisions of this Agreement as may be applicable to such month-to-month tenancy and any such holding over shall not constitute an extension of this Agreement. During such holding over, Sublessee shall pay rent at the rate and times provided for in Section 4. Such tenancy shall continue until terminated upon at least 30 days prior written notice to Sublessee by Questar or until Sublessee shall have given to Questar a written notice at least 30 days prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy.

Section 6.  Acceptance of Premises

(a)       Sublessee, by taking possession of the Leased Premises, shall be deemed to have agreed that the Leased Premises are then in satisfactory order and condition and that Sublessee shall keep the Leased Premises in good condition and state of repair.

(b)       Sublessee shall not make any alterations, additions, or improvements on or to the Leased Premises without first obtaining the written consent of Questar, which consent will not be unreasonably withheld. All alterations, additions, and improvements that shall be made shall be at the sole expense of Sublessee and shall become the property of Questar and shall remain on and be surrendered with the Leased Premises at the termination of this Agreement without disturbance, molestation, or injury.

(c)       Sublessee shall use, occupy, and maintain, at its own expense, the Leased Premises in accordance with all applicable environmental, health and/or safety laws, regulations, orders, permits, or similar legal obligations, now or hereafter made or issued, imposed by any municipal, county, state, or federal authority (“Environmental Laws”), or made by any insurance underwriters as a basis of insurance of Questar’s interest in the Leased Premises. Environmental Laws includes, but is not limited to, all laws, ordinances, regulations, orders or similar legal obligations imposed by all applicable government entities or agencies having jurisdiction over the Leased Premises or Sublessee relating to the environment, hazardous materials, hazardous substances, hazardous wastes, pollutants, or any other regulated substance, compound, or waste. Sublessee shall observe and obey the Environmental Laws and other requirements governing the conduct of Sublessee’s business with respect to the use of the Leased Premises. Sublessee shall save Questar harmless from, and indemnify Questar for, any damages, charges, liability for injury to person or property, suits or costs for any delinquency, noncompliance or violation of any Environmental Laws caused by Sublessee’s use, occupancy, or maintenance of the Leased Premises. Sublessee immediately must provide to Questar, pursuant to Section 18, any notice of delinquency, noncompliance or violation of any Environmental Laws related to the Leased Premises or Sublessee’s use, occupancy, or maintenance of the Leased Premises.

Section 7.  Services and Utilities

(a)       Questar agrees, without charge except as provided herein, and in accordance with standards from time to time prevailing for first-class office buildings in the downtown Salt Lake City area, to provide the following services:

i.                             furnish water for use in lavatories and drinking fountains (and to the Leased Premises if the plans for the Leased Premises so provide);

ii.                          furnish such heated or cooled air to the Leased Premises during ordinary business hours as may, in the reasonable judgment of Questar, be reasonably required for the comfortable use and occupancy of the Leased Premises, provided that Questar complies with the recommendations of Questar’s engineer or other authorized representative regarding occupancy and use of the Leased Premises; and

iii.                       provide janitorial services for the Leased Premises (including such interior and exterior window washing as may be required), such janitorial services to be provided on non-holiday weekdays, and to furnish such snow removal services to the Building as may, in the judgment of Questar, be reasonably required for safe access to the Building.

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(b)       Questar shall provide power during ordinary business hours for normal office purposes, including but not limited to fluorescent, incandescent and task and task ambient lighting systems, and for normal office equipment, including but not limited to copying machines, communications and audio visual equipment, vending machines, computers (provided they do not require any additional voltage or special electrical requirements), break-room kitchen equipment, and internal communications systems; plus power for normal office use. Costs to power the uninterrupted power supply (UPS) and rack equipment will be metered separately and billed to Sublessee at the average cost per KWH charged to Questar by Utah Power. Questar shall have the right, if it reasonably determines, based on its own judgment, that Sublessee is using electric current for purposes other than those described above or for other than normal office use, to determine excess usage based on manufacturer’s specifications or require Sublessee to install a check meter to measure the surplus power that Sublessee is utilizing. The cost of such excess usage and the check meter, including but not limited to monitoring, installation, and repairs of the meter, shall be based on the average cost of power for the Building and shall be paid by Sublessee. Such payments will be credited to Questar’s Direct Expenses account.

(c)       Questar shall not be liable for failure to supply any heating, air conditioning, elevator, electrical, janitorial, lighting, or other services during any period when Questar uses reasonable diligence to supply such services, or during any period Questar is required to reduce or curtail such services pursuant to any applicable laws, rules, or regulations, it being understood and agreed to by Sublessee that Questar may discontinue, reduce, or curtail any such services at such times as it may be necessary by reason of accident, unavailability of employees, repairs, alterations, improvements, strikes, lockouts, and regulations, or due to any other happening beyond the reasonable control of Questar. In the event of any such interruption, reduction, or discontinuance of Questar’s services, Questar shall not be liable for resulting damages to persons or property, nor shall the occurrence of any such event in any way be construed as an eviction of Sublessee or cause or permit an abatement, reduction, or set-off of rent, or operate to release Sublessee from any of Sublessee’s obligations.

(d)       If Sublessee requires materially significant HVAC service for more than 11 hours a day, Monday through Friday (“After Hours Usage”), such service must be requested from the Building manager at least four hours in advance. After Hours Usage shall be supplied only in increments measured by the minimum zoning capacity of the Building, for a minimum of four-hour periods, with increments of one-half hour thereafter. Sublessee shall reimburse Questar, as Additional Rent, for all costs and expenses for After Hours Usage at the rate from time to time established by Questar. Notwithstanding the foregoing, if in Questar’s determination Sublessee’s demand for After Hours Usage is or becomes excessive or sufficiently frequent as to so warrant, Questar may install, at Sublessee’s expense, separate meters to monitor or control Sublessee’s After Hours Usage, with all costs for the installation, maintenance, and repair of such meter to be paid by Sublessee.

Section 8.  Repairs and Inspection

Questar shall have the right to enter the Leased Premises upon prior reasonable notice, at all reasonable hours and without interruption to Sublessee’s business, for the purpose of inspecting the Leased Premises (but not including Sublessee’s business documents, files, and personal property), to verify and ensure compliance with all Environmental Laws (defined in Section 6(c)), and/or to make any repairs, alterations, or additions that Questar shall reasonably deem necessary for the safety, preservation, or improvement of the Leased Premises or of the Building. Questar shall be allowed to take all materials into and upon the Leased Premises that may be required to make repairs, improvements, additions, or alterations for the benefit of Sublessee without in any way being deemed or held guilty of an eviction under the Agreement. The rent stipulated to be paid shall not abate while repairs, alterations, or additions are being made, nor shall Sublessee be entitled to maintain a set-off or counter-claim for damages against Questar by reason of loss or interruption to the business of Sublessee because of the prosecution of any such work; however, Questar shall use reasonable diligence to complete such repairs in a manner least disruptive to Sublessee’ use of the Leased Premises. All such repairs, alterations, additions, and improvements shall be made during ordinary working hours, or if any such work is done during any other hours at the request of the Sublessee, Sublessee shall pay for any extra cost occurring because of such request. In making any such repairs, alterations, or additions, Questar shall endeavor to minimize the cost and shall have due consideration for Sublessee’s operations.

Section 9.  Destruction of Leased Premises

In the event of a partial destruction of the Leased Premises during the lease term from any cause, Questar shall make repairs promptly. A partial destruction shall neither annul nor void this Agreement, except that Sublessee shall be entitled to a proportionate reduction of rent while the repairs are being made, any proportionate reduction being based on the extent to which the making of repairs prevents Sublessee’s use of floor space in the Leased Premises. If Questar elects not to make repairs that cannot be made within a reasonable time, or those repairs cannot be made under the laws and regulations of the applicable governmental authorities, this Agreement may be terminated at the option of Sublessee.

Section 10.  Parking

[Parking to the south of the Building no longer exists] Hourly or monthly parking may be purchased in Questar’s

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parking lots in the vicinity of the Building at then-current rates.

Section 11.  Insurance

(a)       Questar agrees to maintain general public liability insurance against claims for personal and bodily injury, including death, and property damage covering its obligations under the Master Lease and this Agreement. Questar further agrees to maintain property insurance for the replacement cost of the Building. Such insurance shall include, but not be limited to, coverage for damages resulting from (i) fire, (ii) perils covered by extended coverage insurance, and (iii) mechanical breakdown of the steam and pressure boilers and similar apparatus located in the Building. Questar may carry such other additional insurance coverage as it deems appropriate. All such insurance shall be procured from a responsible insurance company or companies or Questar may elect to assume its liabilities and the risk of loss through deductibles and/or a program of self insurance.

(b)       Without limiting any of the other obligations or liabilities of Sublessee under this Agreement, Sublessee shall maintain and shall require all its contractors, if any, to maintain insurance coverage as set forth below and on the certificate of insurance (“Certificate”) that is attached as Exhibit C and incorporated by this reference. The Certificate shall be properly completed and signed by a duly authorized representative or officer of Sublessee’s insurance company without alteration, modification or addition excepting the insertion of policy information in the spaces provided. The completion and proper execution of the Certificate is a condition precedent to this Agreement. If any of the policies described and identified in the Certificate expire or otherwise terminate during the term of this Agreement, Sublessee must replace the policies before the expiration date with policies giving the same or comparable coverage which meets Questar’s reasonable approval. A new Certificate in the same form and for the same or approved coverage and liability limits as set forth on the attached Certificate must be executed by Sublessee’s insurer and filed with Questar. The filing of a new Certificate shall also be a condition precedent to the continuation of this Agreement.

(c)       If any insurance required of Sublessee or its contractors is written on a claims-made basis, for a period of six years from termination of this Agreement or completion of contractor’s services, Sublessee and/or its contractors shall:

i.                             Maintain a retroactive date that at a minimum dates back to the inception of this Agreement and/or commencement of contractor’s services;

ii.                          Use all reasonable efforts to maintain insurance limits undepleted by losses or reserves for anticipated losses in the minimum amounts specified in this Agreement; and

iii.                       Maintain an extended reporting period rider which, at a minimum, dates back to the inception of this Agreement and/or commencement of contractor’s services if the claims-made insurance is canceled, not renewed or renewed on a basis other than claims-made.

(d)       The insurance required by this Agreement shall be maintained with insurers acceptable to Questar and shall conform in all respects with the laws of the State of Utah.

(e)       Sublessee will maintain, at its own cost and expense, such property insurance covering its personal property, trade fixtures and inventory within, on, and/or around the Leased Premises or any other insurance as Sublessee may deem appropriate. All such insurance will contain a waiver of subrogation in favor of Questar, its affiliates and all of their respective directors, officers, agents, employees and insurers.

Section 12.  Indemnity

(a)       Sublessee agrees to release, indemnify, hold harmless and, at Questar’s option, defend Questar and its affiliated companies including all of their respective directors, officers, agents, employees and insurers (Indemnified Parties), and to require all contractors to release, indemnify and hold the Indemnified Parties harmless from any and all liabilities, losses, claims, demands, actions, including reasonable attorney’s fees and court costs, arising out of or in connection with Sublessee’s activities in and around the Building or under this Agreement, except as a result of Questar’s willful misconduct.

(b)       This indemnification includes, but is not limited to, liabilities in favor of claimed, demanded or brought by Sublessee’s employees or contractors, employees of the Indemnified Parties, or third parties, including but not limited to Sublessee’s tenants, agents, representatives, customers, vendors or invitees, on account of injury, death, property damage or other losses.

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