Common use of Beneficial Occupancy Clause in Contracts

Beneficial Occupancy. Tenant shall have the right to occupy all or a portion of the Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) below) for the conduct of Tenant’s business during the period set forth in Section 2.5.1, provided that (i) Tenant shall give Landlord at least three (3) days’ prior notice of any such occupancy of the Premises, which notice shall designate the portion of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”), (ii) a certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Space, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) all of the terms and conditions of this Lease shall apply, other than Tenant’s obligation to pay Base Rent and Tenant’s Share of Direct Expenses attributable to such portion of the Premises consisting of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Year.

Beneficial Occupancy. Tenant shall have the right to occupy all or a portion of the Expansion Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) below) for the conduct of Tenant’s business during prior to the period set forth in Section 2.5.1Expansion Commencement Date, provided that (i) Tenant shall give Landlord at least three five (35) days’ prior notice of any such occupancy of the Expansion Premises, which notice shall designate the portion of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”), (ii) a certificate of occupancy occupancy, temporary certificate of occupancy, or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy SpaceExpansion Premises, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) all of the terms and conditions of this Lease the Lease, as amended, shall apply, other than Tenant’s obligation to pay Base Rent and Tenant’s Share of Direct Expenses attributable to such portion the Expansion Premises, as though the Expansion Commencement Date had occurred (although the Expansion Commencement Date shall not actually occur until the occurrence of the Premises consisting same pursuant to the terms of the Beneficial Occupancy Space Section 2, above) upon such occupancy of the Beneficial Occupancy Space Expansion Premises by Tenant. Notwithstanding the foregoing, Tenant shall also be obligated to pay for electricity, janitorial, and other similar expenses associated with Tenant’s early occupancy of the extent that Tenant occupies any Beneficial Occupancy Space Expansion Premises for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearbusiness.

Beneficial Occupancy. Subject to the terms of this Section 2.2, if the Suite 400 Improvements (as defined in Section 2.1 of the Suite 400 Expansion Premises Work Letter) in the Suite 400 Expansion Premises are substantially completed prior to the Suite 400 Commencement Date, Tenant shall have the right thereafter to occupy all or a portion of the Suite 400 Expansion Premises (as all or such portion shall be designated by Tenant pursuant prior to clause (i) below) the Suite 400 Commencement Date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, business; provided that (i) Tenant shall give Landlord at least three five (35) days’ prior written notice of any such occupancy of the Premises, which notice shall designate Suite 400 Expansion Premises for the portion conduct of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)Tenant’s business, (ii) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy SpaceSuite 400 Expansion Premises to be occupied for the conduct of Tenant’s business should Tenant conduct any permittable Tenant Improvements within the Premises, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Original Lease with respect to the Suite 400 Expansion Premises, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall apply, other than apply as though the Suite 400 Commencement Date had occurred CHINA BASIN Third Amendment (although the Suite 400 Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section 2.1) upon Tenant’s commencement of the conduct of its business in the Suite 400 Expansion Premises; provided, however, notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent and attributable to the Suite 400 Expansion Premises, or Tenant’s Share of Direct Expenses attributable to the Suite 400 Expansion Premises during any such portion of the Premises consisting of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, period prior to the extent Suite 400 Commencement Date that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base YearSuite 400 Expansion Premises.

Beneficial Occupancy. Subject to the terms of this Section 2.5, if the Additional Improvements (as defined in Section 2.1 of the Additional Premises Work Letter) in any applicable Additional Premises are substantially completed prior to the applicable Additional Commencement Date, Tenant shall have the right thereafter to occupy all or a portion of such Additional Premises prior to the Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) below) applicable Additional Commencement Date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, business; provided that (i) Tenant shall give Landlord at least three five (35) days’ prior written notice of any such occupancy of the Premises, which notice shall designate applicable Additional Premises for the portion conduct of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)Tenant’s business, (ii) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Spaceapplicable Additional Premises to be occupied for the conduct of Tenant’s business should Tenant conduct any permittable Tenant Improvements within the Premises, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Lease with respect to the applicable Additional Premises, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall applyapply as though the applicable Additional Commencement Date had occurred (although the applicable Additional Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of the applicable Section 2.1, other than 2.2, 2.3 or 2.4) upon Tenant’s commencement of the conduct of its business in the applicable Additional Premises; provided, however, notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent and attributable to the applicable Additional Premises, or Tenant’s Share of Direct Expenses attributable to the applicable Additional Premises during any such portion of the Premises consisting of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, period prior to the extent applicable Additional Commencement Date that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearapplicable Additional Premises.

Beneficial Occupancy. Subject to the terms of this Section 2.3, if the Expansion Improvements (as defined in Section 2.1 of the Expansion Premises Work Letter) in the applicable Expansion Premises are substantially completed prior to the applicable Expansion Commencement Date, Tenant shall have the right thereafter to occupy all or a portion of the applicable Expansion Premises (as all or such portion shall be designated by Tenant pursuant prior to clause (i) below) the applicable Expansion Commencement Date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, business; provided that (i) Tenant shall give Landlord at least three ten (310) days’ prior written notice of any such occupancy of the Premises, which notice shall designate applicable Expansion Premises for the portion conduct of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)Tenant’s business, (ii) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Spaceapplicable Expansion Premises to be occupied for the conduct of Tenant’s business, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Lease with respect to the applicable Expansion Premises, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall applyapply as though the applicable Expansion Commencement Date had occurred (although the applicable Expansion Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Sections 2.1 and 2.2, other than as applicable) upon Tenant’s commencement of the conduct of its business in the applicable Expansion Premises; provided, however, notwithstanding the foregoing, (A) Tenant shall have no obligation to pay Base Rent and attributable to the applicable Expansion Premises, or Tenant’s Share of Direct Expenses attributable to the applicable Expansion Premises during any such portion of the Premises consisting of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, period prior to the extent applicable Expansion Commencement Date that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearapplicable Expansion Premises.

Beneficial Occupancy. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have the right (but not obligation) to occupy all or a portion up to 10,000 square feet of the Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) belowarea, the "Early Occupancy Area") for the conduct of Tenant’s its business during after the period set forth in Section 2.5.1Delivery Date and prior to the Lease Commencement Date, provided that (i) Tenant shall give Landlord at least three ten (310) days’ ' prior written notice of any such occupancy for the conduct of its business, including a designation of the Premises, which notice shall designate the portion of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Early Occupancy Space”)Area, (ii) a certificate governmental approval (including permit "sign-offs") permitting the occupancy of occupancy or its legal equivalent the Early Occupancy Area by Tenant shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Spaceeach such portion to be occupied, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant shall have delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 below with respect to the Premises, (iv) during such early occupancy period, Tenant shall not be required to Base Rent for the Early Occupancy Area, (v) during such early occupancy period, Tenant shall be required to pay Landlord the applicable pro rata portion of Tenant's Share of Direct Expenses attributable to the Early Occupancy Area, and (vi) except as provided in clauses (iv) and (v) above, all of the terms and conditions of this Lease shall apply, other than apply to Tenant’s obligation to pay Base Rent and Tenant’s Share of Direct Expenses attributable to such portion of the Premises consisting of the Beneficial Occupancy Space upon such 's occupancy of the Beneficial Early Occupancy Space by Tenant. Notwithstanding Area as though the foregoing, Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to the extent that Tenant occupies terms of Section 3.3 of the Summary). Upon Tenant's breach of any Beneficial of the foregoing conditions which remains uncured after any notice and cure periods applicable to such breach under this Lease, Landlord may, in addition to exercising any of its other rights and remedies set forth herein, revoke Tenant's right to so occupy the Early Occupancy Space for the conduct of Tenant’s business commencing Area prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base YearLease Commencement Date as set forth in this Section 2.2.

Beneficial Occupancy. Tenant shall have the right to occupy all or a any portion of the Premises Sixth Floor Space, the Seventh Floor Space, the Twenty-Fourth Floor Space and/or the Twenty-Fifth Floor Space from and after February 1, 2011 through and to March 31, 2011 (as all or such portion shall be designated by Tenant pursuant to clause (i) below) for the conduct of Tenant’s business during the period set forth in Section 2.5.1, provided that (i) Tenant shall give Landlord at least three (3) days’ prior notice of any such occupancy being referred to herein as “Beneficial Occupancy” and the period of the Premises, which notice shall designate the portion of the Premises that Tenant intends such Beneficial Occupancy is referred to so occupy (such designated space, as the “Beneficial Occupancy SpacePeriod”), (ii) a certificate of occupancy or its legal equivalent shall have been issued by . All the appropriate governmental authorities for the Beneficial Occupancy Space, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space rights and (iii) all obligations of the terms and conditions of parties under this Lease shall apply, (other than Tenant’s obligation to pay Base Rent and Rent, except as set forth below, but expressly including without limitation, Tenant’s Share obligation to carry and provide Landlord with evidence of Direct Expenses attributable insurance coverage pursuant to this Lease, Tenant’s indemnification obligations, etc.) shall apply during the Beneficial Occupancy Period of any such portion Beneficial Occupancy. Tenant will coordinate any Beneficial Occupancy with Landlord. Notwithstanding the foregoing to the contrary, if and to the extent that during any Beneficial Occupancy Period, Tenant relocates personnel to the portion(s) of the Premises consisting in which Tenant has Beneficial Occupancy and, as a consequence, Tenant avoids the obligation to pay rent either under the Landmark Lease or under the 50 Cal Lease, then, on a per diem basis for each square foot for which Tenant avoids such rental liability at Tenant’s Existing Premises, Tenant will pay * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Base Rent for any floor for which Tenant has Beneficial Occupancy during such Beneficial Occupancy Period at the rate initially payable hereunder for such floor. For example, if Tenant is relieved of thirty (30) days of rent obligation with respect to 20,000 rentable square feet in the Landmark Premises as a result of its ability to have Beneficial Occupancy of 20,000 rentable square feet in the Seventh Floor Space, Tenant shall pay Base Rent for such 20,000 rentable square feet at the rate set forth above for the Seventh Floor Space for the first year of the Term, for thirty (30) days of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoingPeriod; provided, to the extent however, that Tenant occupies any Beneficial Occupancy Space for shall have a right to apply the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Abated Rent with respect thereto, then for the period from and after described in Section 4(b) below towards such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearrental obligation.

Beneficial Occupancy. Tenant shall have the right to occupy all or a portion of the Premises Expansion Space, perform the Refurbishment Work (as all or such portion shall be designated by Tenant pursuant to clause (i) defined below) for ), install furniture, fixtures and equipment and/or commence business operations in the conduct of Tenant’s business Expansion Space during the period set forth in Section 2.5.1, provided that (i) commencing upon Landlord’s delivery to Tenant shall give Landlord at least three (3) days’ prior notice of any such occupancy possession of the Premises, which notice shall designate Expansion Space and continuing until the portion of day prior to the Premises that Tenant intends to so occupy Expansion Space Commencement Date (such designated space, the “Beneficial Occupancy SpacePeriod”), (ii) a certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Space, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) all . All of the terms and conditions of this the Lease (as amended hereby) shall applyapply during the Beneficial Occupancy Period, other than including, without limitation, Tenant’s obligation to pay to Landlord all sums and charges required to be paid by Tenant for the Expansion Space under the Lease (as amended hereby) as though the Expansion Space Commencement Date had occurred (although the Expansion Space Commencement Date shall not actually occur until the date set forth in Section 3.2 above); provided however, during the Beneficial Occupancy Period, Tenant shall not be obligated to pay Base Rent and or Tenant’s Share of Direct increases in Operating Expenses attributable for the Expansion Space until the Expansion Space Commencement Date actually occurs (it being acknowledged, however, that Tenant shall continue to such portion have the obligation to pay to Landlord Base Rent and, if applicable, Tenant’s Share of increases in Operating Expenses for the Existing Premises consisting of during the Beneficial Occupancy Space upon such occupancy Period pursuant to and in accordance with the terms of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoingLease, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearas amended hereby).

Beneficial Occupancy. Subject to the terms of this Section 1.3.6, if the Tenant Improvements (as defined in Section 2.1 of the Tenant Work Letter) are “Substantially Complete,” as that term is defined in the Tenant Work Letter, prior to the Must-Take Space Commencement Date, Tenant shall have the right thereafter to occupy all or a portion of the Premises (as all or such portion shall be designated by Tenant pursuant Must-Take Space prior to clause (i) below) the Must-Take Space Commencement Date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, 's business; provided that (i) Tenant shall give Landlord at least three ten (310) business days’ ' prior written notice of any such occupancy of the Premises, which notice shall designate Must-Take Space for the portion conduct of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)Tenant's business, (ii) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy SpaceMust-Take Space to be occupied for the conduct of Tenant's business, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 below, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall applyapply as though the Must-Take Space Commencement Date had occurred upon Tenant's commencement of the conduct of its business in the Must-Take Space ; provided, other than Tenant’s obligation to however, notwithstanding the foregoing, Tenant shall only pay Base Rent and Tenant’s 's Share of Direct Expenses attributable to such the portion of the Premises consisting Must-Take Space that Tenant is conducting business (calculated on a per-square foot basis), provided that Tenant shall be deemed to be conducting business in any portion of the Beneficial Occupancy Must-Take Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, to the extent that for which Tenant occupies any Beneficial Occupancy Space has requested and been given access for the conduct of ordinary business (as opposed to access for construction of the Tenant Improvements or installation of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect theretofurniture, then for the period from fixtures and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearequipment).

Beneficial Occupancy. Notwithstanding any provision to the contrary contained in the Lease, Tenant shall have the right to occupy all or a portion the first floor of the Initial Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) below) for the conduct of Tenant’s its business during from the date of this Lease until the Lease Commencement Date (the period set forth in Section 2.5.1from the date of this Lease until the Lease Commencement Date being referred to herein as the “Beneficial Occupancy Period”), provided that (i) Tenant shall give has delivered to Landlord at least three (3) days’ prior notice of any such occupancy satisfactory evidence of the Premises, which notice shall designate the portion of the Premises that insurance coverage required to be carried by Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)in accordance with Article 10 below, (ii) a certificate of occupancy or its legal equivalent shall have been issued by Tenant has delivered to Landlord the appropriate governmental authorities Base Rent for the Beneficial Occupancy Spacefirst month of the Lease Term as required pursuant to Article 3, or otherwise achievedbelow and timely provides the L-C as required pursuant to Article 21 below, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) all of the terms and conditions of this the Lease shall applyapply as to the portion occupied by Tenant or its subtenants, other than Tenant’s obligation to pay Base Rent and Tenant’s Share Rent, as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of Direct Expenses attributable the same pursuant to the terms of Section 2.1) upon such occupancy of a portion of the Premises consisting by Tenant or its subtenant. Landlord hereby agrees that Tenant may sublease a portion of the Initial Premises during the Beneficial Occupancy Space upon Period, subject to the terms of Article 14 below (including Section 14.3, as any rent paid by any such occupancy of subtenants shall be shared equally with Landlord as Tenant is not obligated to pay Base Rent during the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base YearPeriod).

Beneficial Occupancy. Tenant shall have the right to occupy all or a portion of the Premises Expansion Space, perform the Refurbishment Work (as all or such portion shall be designated by Tenant pursuant to clause (i) defined below) for ), install furniture, fixtures and equipment and/or commence business operations in the conduct of Tenant’s business Expansion Space during the period set forth in Section 2.5.1, provided that (i) Tenant shall give Landlord at least three (3) days’ prior notice commencing upon Landlord’s delivery of any such occupancy possession of the Premises, which notice shall designate Expansion Space to Tenant and continuing until the portion of day prior to the Premises that Tenant intends to so occupy Expansion Space Commencement Date (such designated space, the “Beneficial Occupancy SpacePeriod”), (ii) a certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Space, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) all . All of the terms and conditions of this the Lease (as amended hereby) shall applyapply during the Beneficial Occupancy Period, other than including, without limitation, Tenant’s obligation to pay to Landlord all sums and charges required to be paid by Tenant for the Expansion Space under the Lease (as amended hereby) as though the Expansion Space Commencement Date had occurred (although the Expansion Space Commencement Date shall not actually occur until the date set forth in Section 3.2 above); provided however, during the Beneficial Occupancy Period, Tenant shall not be obligated to pay Base Rent and or Tenant’s Share of Direct increases in Operating Expenses attributable for the Expansion Space until the Expansion Space Commencement Date actually occurs (it being acknowledged, however, that Tenant shall continue to such portion have the obligation to pay to Landlord Base Rent and, if applicable, Tenant’s Share of increases in Operating Expenses for the Existing Premises consisting of during the Beneficial Occupancy Space upon such occupancy Period pursuant to and in accordance with the terms of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoingLease, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearas amended hereby).

Beneficial Occupancy. Subject to the terms of this Section 7, if the "Tenant Improvements" (as that term is defined in the Tenant Work Letter) are substantially completed prior to the Suite 1300 Rent Commencement Date, Tenant shall have the right thereafter to occupy all or a portion of Suite 1300 prior to the Premises (as all or such portion shall be designated by Tenant pursuant to clause (i) below) Suite 1300 Rent Commencement Date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, 's business; provided that (i) Tenant shall give Landlord at least three ten (310) days’ ' prior written notice of any such occupancy of Suite 1300 for the Premises, which notice shall designate the portion conduct of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”)Tenant's business, (ii) a temporary certificate of occupancy or its legal equivalent final permit sign-off, shall have been issued by the appropriate governmental authorities for Suite 1300 to be occupied for the Beneficial Occupancy Spaceconduct of Tenant's business to the extent required to permit such occupancy, or otherwise achieved, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Original Lease, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall applyapply as though the Suite 1300 Rent Commencement Date had occurred (although the Suite 1300 Rent Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section 3.2, other than above) upon Tenant’s 's commencement of the conduct of its business in Suite 1300; provided, however, notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent and or Tenant’s 's Share of Direct Expenses attributable to Suite 1300 during any such portion of period prior to the Premises consisting of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding Suite 1300 Rent Commencement Date that Tenant occupies Suite 1300, but provided, further, however, notwithstanding the foregoing, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is shall be obligated to pay Rent with respect thereto, Tenant shall pay directly to Landlord the janitorial actual amount charged to Landlord by the electricity and any other utility provider for such electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s other utility consumption at Suite 1300 during the construction of the Tenant Improvements and any beneficial occupancy of such Beneficial Occupancy Space, without application of any Base Yearperiod.

Beneficial Occupancy. Notwithstanding any provision to the contrary contained herein, but subject to the terms of this Section 1.3, below, in the event that Landlord’s “Substantial Completion” of the “Improvements” (as those terms are defined in Section 5.1 and Article 1 of the Work Letter, respectively) occurs prior to May 1, 2014, Tenant shall have the right to occupy all or a portion the Premises for the Permitted Use, commencing upon the date of Landlord’s Substantial Completion of the Premises Improvements and continuing until the Lease Commencement Date (the “Beneficial Occupancy Period”), as all or such portion though the Lease Commencement Date had occurred (although the Lease Commencement Date shall be designated by Tenant not actually occur until the occurrence of the same pursuant to clause (i) Section 2.1, below) for the conduct of Tenant’s business during the period set forth in Section 2.5.1), provided that (i) Tenant shall give Landlord at least three (3) days’ prior notice of any such occupancy of the Premises, which notice shall designate the portion of the Premises that Tenant intends to so occupy (such designated space, the “Beneficial Occupancy Space”), (iiA) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy SpacePremises, or otherwise achieved(B) Tenant shall have paid any and all amounts owing as of such date to Landlord under the terms of this Lease, if (C) Tenant shall have obtained and provided Landlord with evidence of the insurance required for to be carried by Tenant to legally occupy such Beneficial Occupancy Space under the terms of this Lease, and (iiiD) all of the terms and conditions of this Lease shall applyapply during Tenant’s occupancy of the Premises throughout the Beneficial Occupancy Period, other than Tenant’s obligation to pay “Base Rent Rent,” as that term is defined in Section 3.1, below, and “Tenant’s Share of Direct Expenses attributable to such portion Share” of the Premises consisting annual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2, respectively, of the Beneficial Occupancy Space upon such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, to the extent that Tenant occupies any Beneficial Occupancy Space for the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base Yearthis Lease.

Beneficial Occupancy. Subject to the terms of this Section 2.6, if the Fifth Amendment Premises Improvements (as defined in Section 2.1 of the Fifth Amendment Premises Work Letter) in any applicable increment of the Fifth Amendment Premises are substantially completed prior to the applicable commencement date for the subject increment of the Fifth Amendment Premises, Tenant shall have the right thereafter to occupy all or a portion such increment of the Fifth Amendment Premises (as all or such portion shall be designated by Tenant pursuant prior to clause (i) below) the applicable commencement date for the conduct of Tenant’s business during the period set forth in Section 2.5.1, 's business; provided that (i) Tenant shall give Landlord at least three five (35) days’ ' prior written notice of any such occupancy of the Premises, which notice shall designate the portion applicable increment of the Fifth Amendment Premises that Tenant intends to so occupy (such designated space, for the “Beneficial Occupancy Space”)conduct of Tenant's business, (ii) a temporary certificate of occupancy or its legal equivalent shall have been issued by the appropriate governmental authorities for the Beneficial Occupancy Spaceapplicable increment of the Fifth Amendment Premises to be occupied for the conduct of Tenant's business should Tenant CHINA BASINFifth AmendmentLyft, or otherwise achievedInc. conduct any permittable Fifth Amendment Premises Improvements within such increment of the Fifth Amendment Premises, if required for Tenant to legally occupy such Beneficial Occupancy Space and (iii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Original Lease with respect to the applicable increment of the Fifth Amendment Premises, and (iv) except as provided hereinbelow, all of the terms and conditions of this the Lease shall applyapply as though the applicable commencement date had occurred (although the applicable commencement date shall not actually occur until the occurrence of the same pursuant to the terms of the applicable Section 2.1, other than 2.2, 2.4 or 2.5) upon Tenant’s 's commencement of the conduct of its business in the applicable increment of the Fifth Amendment Premises; provided, however, notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent and attributable to the applicable increment of the Fifth Amendment Premises, or Tenant’s 's Share of Direct Expenses attributable to such portion the applicable increment of the Fifth Amendment Premises consisting of the Beneficial Occupancy Space upon during any such occupancy of the Beneficial Occupancy Space by Tenant. Notwithstanding the foregoing, period prior to the extent applicable commencement date that Tenant occupies any Beneficial Occupancy Space for such increment of the conduct of Tenant’s business commencing prior to Tenant’s obligation to pay Rent with respect thereto, then for the period from and after such occupancy date through the day immediately preceding the date Tenant is obligated to pay Rent with respect thereto, Tenant shall pay to Landlord the janitorial and electrical costs actually incurred by Landlord with respect to such Beneficial Occupancy Space, and which would not otherwise have been incurred by Landlord but for Tenant’s occupancy of such Beneficial Occupancy Space, without application of any Base YearFifth Amendment Premises.