Common use of Commencement Date and Term Clause in Contracts

Commencement Date and Term. The term of this Lease (“Term”) shall commence the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies (the “Commencement Date”), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. on the last day of the calendar month that is seventy-two (72) months after the Rent Commencement Date (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effect.

Commencement Date and Term. The term of this This Lease (“Term”) shall commence the next business day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies (the “"Commencement Date”"), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. midnight on the last calendar day of the calendar month that is seventy-two which occurs five (725) months years (the "Term") after the Rent Commencement Date (the “"Termination Date”"). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September November 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 20111999. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D"First Amendment"), confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correctascertained. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate all of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Leaseperformed; the paint, carpet, hard flooring materials, and base moldings, and millwork, if any, have been installed installed, and substantially a majority of the other finish work specified in Tenant's plans has been completed in accordance with such a manner that Tenant is not prevented from taking occupancy due to the terms non-issuance of any required governmental permit or approval, and conditions of this Leasesuch that Tenant could, subject to punch list items which do not materially affect Tenant’s use if it took possession of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completionenjoy beneficial occupancy thereof. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver Tenant's taking possession of the Premises and/or commencing Tenant's normal business operations in the Premises shall be deemed conclusive evidence that, as of the Commencement Date, Landlord has substantially completed the Tenant Improvements contemplated hereunder, and that except for any minor punchlist items to be completed, the Premises are in good order and repair. Provided that Tenant on does not delay Landlord's completion of the Improvements that Landlord is required to complete, Tenant may take possession of the Premises up to one ( 1 ) calendar week prior to the anticipated Commencement Date, this Lease solely for the purpose of installing Tenant's furniture, fixtures and equipment, computer and telephone cabling. Said early possession shall not be void or voidable, nor shall Landlord be liable subject to Tenant for any damage resulting from Landlord’s inability to deliver such possession. Howevercomplying with all of the provisions and covenants contained herein, except that Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such If Tenant's early possession does so delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time periodImprovements, then this Lease such delay shall continue in full force and effect.be chargeable to Tenant by:

Commencement Date and Term. The term of this Lease (“Term”) shall commence on the next business day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies Section 1.1.1 (the “Commencement Date”), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. midnight on the last calendar day of the calendar month that is seventy-two which occurs four (724) months years after the Rent Commencement Date (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have estimates that the Commencement Date occur as soon as reasonably practicable on or before April 22will be February 1, 20112017. Landlord shall deliver In the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date event Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with prior to February 1, 2017, the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall nevertheless be deemed to be February 1, 2017. Provided such access does not obstruct or interfere with any work being performed in the later of the Commencement Date or September 15Premises, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty one (301) days week prior to the Commencement DateDate (the “Access Period”), provided that the following conditions are satisfied in full: (a) Landlord and Tenant have fully executed and mutually delivered this Lease; (b) Tenant has delivered to Landlord a certificate of insurance evidencing the required insurance under Section 19.2 of this Lease; and (c) Tenant has paid to Landlord all funds due upon execution of this Lease. Tenant’s early access to the Premises shall be solely for the purpose of installing Tenant’s 's furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”)cabling. Provided Tenant’s access to the Premises shall be is for the purposes herein stated and not for the conduct of its business in the Premises, then such access shall not interfere with or serve to accelerate the Commencement Date nor shall Tenant’s failure to exercise its right of access for any reason whatsoever serve to delay construction of the ImprovementsCommencement Date. During the Access Period, if any, Tenant shall be subject to Landlord’s 's reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date Date. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a majority of all of the work specified in Section 1.1.1 has been completed in such a manner that Tenant could, if it took possession of the Premises, conduct normal business operations in the Premises. Notwithstanding the foregoing, in the event of any Tenant Delay, the date of substantial completion shall be the date that Landlord reasonably determines would have been the date of substantial completion had there been no Tenant Delay. As used in this Lease, “Tenant Delay” shall mean any delay in the construction of the Improvements caused by any act, omission, delay or default by Tenant or any Tenant Party (as defined abovehereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any schedule or other provision of this Lease (including, without limitation, Section 1.1.1) requiring Tenant or any Tenant Party to respond to, review, authorize or approve any matter, or perform an obligation within a certain time period. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONA Tenant Delay shall also be assessed in the event any component of the Improvements or any Tenant change order is not Building standard, requires materials that are not locally available, or is not customary for a normal office build out and, as a result, the same requires a longer lead time for ordering materials or a longer construction period. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATIONNotwithstanding anything to the contrary set forth in this Lease, a Tenant Delay shall not be declared by Landlord unless Landlord has first given Tenant notice of the grounds for such possible Tenant Delay and Tenant is provided with two (2) business days after its receipt of such notice within which to remedy the matter or thing described in the notice. Encino Terrace / Research Solutions, Inc. / MK / December 29, 2016 ____ ____ ____ ____ Initial Initial Initial Initial In the event of any Tenant Delay (as such term is defined in Exhibit B)Delay, in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen five (155) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct, without exception. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver taking possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlordand/or commencing Tenant’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay normal business operations in the commencement of Rent (but subject to any acceleration Premises shall be deemed conclusive evidence that, as of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effect.:

Commencement Date and Term. The term of this This Lease (“Term”) shall commence on the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies (the “"Commencement Date”), " (as herein defined) and shall endbe for the Initial Term, unless sooner terminated as otherwise provided hereinplus the portion of a calendar month, at 11:59 p.m. on if any, from the Commencement Date to the last day of the calendar month that is seventy-two (72) months after the Rent in which such Commencement Date (occurs. As used in this Lease, the “Termination term "Commencement Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extension", as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts advanced or abatement of parking provided for under the terms of this Lease. Landlord, subject postponed pursuant to the terms of this paragraphhereof, shall grant Tenant access to be defined as the Premises up to approximately date which is thirty (30) days following that date which all of the following events have occurred, namely (i) the Premises are "substantially complete", as defined in Section 3.2 following, (ii) Landlord has given Tenant written notice that the Premises are "substantially complete;" and (iii) Landlord has delivered the Premises to Tenant. Notwithstanding anything herein to the contrary, if Landlord and Tenant agree that Tenant shall accept a phased delivery of the Premises (for example, but not by way of limitation, the first floor to be delivered prior to the balance of the Premises), (a) the Commencement Date shall be deemed to occur when the criteria described in the second sentence of this Section 3.1 has occurred for the portion of the Premises so delivered, and (b) the first lease year shall be deemed to end on the last day of the twelfth (12th) full month after the Commencement Date has occurred for the last portion of the Premises to be delivered by Landlord to Tenant. Within thirty (30) days after request by Landlord, Tenant shall execute the Commencement Date Agreement substantially in the form attached hereto as Exhibit "F". The parties acknowledge and agree that all of the terms of this Lease shall be binding upon the parties from the date of substantial completion and delivery of the Premises until the Commencement Date, solely for except that Tenant will not be required to pay any Base Rent or additional rent during such period. Notwithstanding anything herein to the purpose of installing Tenant’s furniturecontrary, fixtures and equipment, computer and telephone cabling (if Tenant elects to construct the “Access Period”). Tenant’s access improvements to the Premises shall be for other than the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law's Items, the Commencement Date shall be deemed to be that date which is ninety (90) days following that date on which all of the next day after following events have occurred, namely (i) the date the Improvements would have Base Building has been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.135.1 and on Exhibit H), and (ii) Tenant's architect has certified to Tenant that the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and Base Building is "substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason completed," (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunderiii) Landlord is unable to deliver possession of has delivered the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent Tenant; and (but subject to any acceleration of the Commencement Date as a result of any Tenant Delayiv) subsections (iii), (iv) and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession (v) of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall Section 3.2 have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effectbeen completed.

Commencement Date and Term. The term of this This Lease (“Term”) shall commence upon the next day after earlier to occur of (i) the date Landlord substantially completes Tenant commences to conduct business from the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this LeasePremises, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies or (ii) July 1, 2000 (the “earlier to occur of such dates shall be referred to as the "Commencement Date”"), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. midnight on the last calendar day of the calendar month that is seventy-two which occurs five (725) months years (the "Term") after the Rent Commencement Date (the “"Termination Date”"). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”"First Amendment") substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if If for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement or before June 15, 2000 ("Anticipated Delivery Date"), this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s 's inability to deliver such possession. However, any contrary provision of this Section 2.1 notwithstanding, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 hereof until the Rent Commencement Datefifteen (15) days have passed since Landlord's delivery of possession to Tenant. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this LeaseRent, Landlord’s 's failure to give deliver possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s Tenant's obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety one hundred twenty (90120) days after the anticipated Commencement Anticipated Delivery Date, then, subject to any Tenant Delay, then Landlord and Tenant shall each have the right to terminate this Lease by giving written notice notice, one to Landlord the other, within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx either Landlord or Tenant within said ten (10) business day time period, then this Lease shall continue in full force and effect. If, due to Force Majeure, Landlord is unable to tender possession of the Premises within one hundred eighty (180) days after the Anticipated Delivery Date, then this Lease, and the rights and obligations of Landlord and Tenant hereunder, shall terminate automatically, without further liability by either party to the other, and without further documentation being required.

Commencement Date and Term. The term of this Lease (“Term”) shall commence the next day after Notwithstanding the date Landlord the Aggregate Improvements for the 8th Floor Space (as described in Paragraph 6 below) are substantially completes completed by Tenant or the Improvements contemplated under Exhibit B in accordance with date Tenant receives a TCO or its equivalent for the terms and conditions of this Lease8th Floor Space, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies (the “Commencement Date”), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. on the last day of the calendar month that is seventy-two (72a) months after the Rent Commencement Date (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver for the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date Disney Space shall be the later of September 1, 1991 or the date Tenant is given complete and uninterrupted access to the Disney Space in its “AS IS” condition, and (b) the Commencement Date or September 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant for the LPC Space shall be entitled to possess, occupy, improve and use the entire Premises as of date LPC vacates the Commencement Date LPC Space and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges is given complete and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant uninterrupted access to the Premises up LPC Space in its “AS IS” condition. Each such Commencement Date shall be determined without any reference or regard to approximately thirty the commencement date provisions of the Lease (30including Section 1(p) days of the Original Lease), and notwithstanding any subsequently occurring Force Majeure Delays or Landlord Delays which actually delay substantial completion of the Aggregate Improvements for the 8th Floor Space. The Commencement Date for the LPC Space will occur no later than October 15, 1991, and Landlord agrees to cause LPC to vacate the LPC Space by October 15, 1991. Landlord and Tenant have walked through the 8th Floor Space and agree that (i) the 8th Floor Space is in the condition described on Attachment 1 to the Work Letter Agreement attached to the Original Lease as Exhibit “C”, (ii) the LPC Space has also been improved with tenant improvements which Tenant intends to substantially demolish and replace with Aggregate Improvements pursuant to Paragraph 6 below (including removing the demising walls separating the LPC Space from the Disney Space), and (iii) prior to the Commencement Date, solely Date for the purpose of installing Tenant’s furnitureLPC Space, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off and/or LPC may remove from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use LPC Space any tenant improvements and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvementsfixtures they desire, including, without limitation, the structuraldoors, mechanicalglass, plumbing cabinetry, light fixtures and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use ceiling tiles. The Term of the PremisesLease for the 8th Floor Space shall commence upon the applicable Commencement Date therefor as described above and shall expire on December 31, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease1995, if for without any reason (including any Tenant Delay or Landlord’s inability option to complete extend the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay Term pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effect.

Commencement Date and Term. The term of this Lease (“Term”) shall commence the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Leaseon September 1, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies 2013 (the “Commencement Date”), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. midnight on the last day of the calendar month that is seventy-two (72) months after the Rent Commencement Date September 30, 2015 (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty fourteen (3014) days prior to the Commencement Date, subject to (a) the mutual execution of this Lease, (b) delivery to Landlord of the certificates of insurance required under Section 19.2 of this Lease and (c) payment to Landlord of all funds due upon execution of this Lease by Tenant, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Provided Tenant’s access to the Premises shall be is for the purposes herein stated and not for the conduct of its business in the Premises, then such access shall not interfere with or serve to accelerate the Commencement Date nor shall Tenant’s failure to exercise its right of access for any reason whatsoever serve to delay construction of the ImprovementsCommencement Date. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In Tenant shall not be granted access to the event of any Tenant Delay Premises unless the conditions specified in clauses (as such term is defined in Exhibit Ba), (b) and (c) above have been satisfied in addition to any other remedies available to Landlord under this Lease or applicable law, full. Tenant’s taking possession of the Commencement Date Premises and/or commencing Tenant’s normal business operations in the Premises shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event conclusive evidence that, as of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay are in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), good order and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effectrepair.

Commencement Date and Term. Subject to clauses 14.2 and 16, this agreement commences on the Commencement Date and continues until the end of the Term. Assets The term Seller grants the Auctioneer the exclusive right to sell the Assets. The Seller must direct any person who expresses an interest in purchasing any Asset during the Term to deal with the Auctioneer. The Seller authorises the Auctioneer to disclose the Seller’s identity as the vendor of the Assets and authorises the Auctioneer to delegate to its agents or employees authority to sign any agreement required to enable the Auctioneer to comply with its obligations and exercise its powers under this Lease agreement. The Seller authorises the Auctioneer to advertise and market the Assets in any way the Auctioneer in its absolute discretion considers suitable for those Assets and permits the inspection of the Assets by potential Buyers prior to the Sale. The Seller is responsible for providing manuals and service history of the Assets (“Term”if available) shall commence to the next day after Auctioneer for distribution to potential Buyers. Information and Promotion The Auctioneer may promote and describe the date Landlord substantially completes Sale and the Improvements contemplated under Exhibit B Assets at its discretion, using Information provided by the Seller to the Auctioneer (including any reference to an Insolvency Event). The Seller is responsible for, and the Auctioneer is not responsible for, the accuracy of any Information in Sale and Asset promotional materials, which have been supplied by the Seller or its employees, contractors and agents to the Auctioneer (including any Information with respect to the RRP, ORP or CRP). The Seller must immediately notify the Auctioneer in writing of any updates to, or correction of, any Information (including changes to the RRP, ORP or CRP) of which the Seller has knowledge (or ought to have knowledge of, having made due and careful enquiries). Sale The Sale will be conducted in accordance with the terms Auction Terms and conditions of this LeaseConditions. The Seller must not place bids on the Assets in the Sale. The Assets will not be sold with a reserved price unless otherwise notified by the Seller to the Auctioneer in writing at least 3 Business Days prior to the Sale and confirmed by the Auctioneer in writing. If the Auction is conducted as an Online Auction (in whole or in part), the Auctioneer is not liable for, and delivers possession the Seller releases the Auctioneer from, any liability or Loss which arises from or is connected with any technical or processing malfunction or failure which affects the conduct or completion of the Premises to Tenant in broom-clean condition and free of Auction or bidding by potential Buyers. In the event that any tenancies Asset remains unsold after it has been offered for Sale by Auction, the Seller agrees that the Auctioneer may (but is not obliged to) sell any Asset by private treaty at the “Commencement Date”)reserve price, and shall endwhere applicable, unless sooner terminated as otherwise provided hereinor where there is no applicable reserve price, at 11:59 p.m. on the last day ARV. In the event that an Asset remains unsold, the Seller will collect the Asset within 14 days of being requested to do so by the Auctioneer. If the Asset is not physically collected by the Seller within 30 days of being requested to do so, the Auctioneer may, at its discretion do all or any of the calendar month that is seventy-two (72) months after following: resell the Rent Commencement Date (Asset on an unreserved basis; and return, manage and/or store the “Termination Date”). The anticipated Commencement Date is April 22Asset at the expense and cost of the Seller, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon Law with respect to warehousemen’s liens applying in the next day after state or territory where the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject relevant Asset is located, as amended from time to the following paragraph)time. The Rent Commencement Date shall be Seller authorises the later Auctioneer to accept the return of any Asset sold to a Buyer, and/or cancel the Commencement Date or September 15, 2011, subject to extension, as set forth below Sale of any Asset at any time in its sole discretion for any reason (“Rent Commencement DateCancellation”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event a Cancellation occurs, the Auctioneer is further authorised to refund or credit to the Buyer, the Sale Price of such returned Assets, and if the Auctioneer has already remitted to the Seller any Sale Proceeds with respect to an Asset the subject of a Cancellation, the Seller irrevocably agrees to pay the Auctioneer immediately on request an amount equal to the remitted Sale Proceeds in a form requested by the Auctioneer. Transfer of Title and Collection of Assets Where an Asset is held by the Auctioneer prior to a Sale: the Auctioneer will release the Asset to the Buyer of that Asset when the Auctioneer has received payment of the relevant Sale Proceeds and Buyer’s Premium for the Asset; and the Auctioneer holds the Assets as bailee of the Seller, and at the sole risk of the Seller. Title to and risk in the Assets will pass to the Buyer from the Seller when the Auctioneer has received payment of the full Sale Proceeds and Buyer’s Premium for the Asset, and possession of the Asset has passed to the Buyer. Rights Against Buyer The Seller may, at its option (but without any obligation to do so): assign all its rights to the Auctioneer to commence proceedings against any Buyer who defaults in payment of any Tenant Delay of the amounts payable by the Buyer to the Auctioneer or the Seller with respect to the sale of the Assets; or commence proceedings against any Buyer who defaults in payment of any of the amounts payable by the Buyer itself, and if successful, will pay the Auctioneer the Buyer’s Premium. Proceeds and Payments After completion of the Sale and subject to clauses 7.2 and 7.4, the Auctioneer will hold any Sale Proceeds it receives from a Buyer on trust for the Salvation Army. The Auctioneer will not charge any Commission. The Auctioneer will charge the Buyer the Buyer’s Premium and retain the Buyer’s Premium in respect of the Assets sold. The Auctioneer will pay for and absorb all costs associated with the Sale, except for any detailing, Additional Services or repair costs, which are to be invoiced to the Salvation Army. The Auctioneer will at the explicit direction of the Seller in this clause 7.5, within 10 Business Days of receipt of the Sale Proceeds and Buyer’s Premium for an Asset, remit the Sale Proceeds to the Salvation Army Bank Account. Withdrawal of Assets from Sale If the Seller wishes to withdraw some or all of the Assets from sale prior to the Sale, it may do so by notifying the Auctioneer in writing. If: any of the Assets are sold by a person other than the Auctioneer (including the Seller); or the Seller withdraws any Asset from sale pursuant to clause 8.1,the Seller must pay the Auctioneer the Buyer’s Premium forgone with respect to the Assets withdrawn, calculated as such term is defined the percentage stated in Exhibit B), in addition the Buyer’s Premium Rate of: the actual sale price for the withdrawn Assets within 5 Business Days of the sale of the Assets; or with respect to any other remedies Assets not sold within 30 days of withdrawal, the ARV for the withdrawn Assets within 5 Business Days after the end of the 30 day period. Additional Services The Auctioneer will provide, or at its discretion may sub-contract a third party to provide, the Additional Services. Work Health & Safety The Auctioneer relies fully on the Seller (and the Auctioneer expressly disclaims having been responsible, or having had any involvement or responsibility) for the supply of any and all information and documentation regarding the Assets and the safe operation, use, handling and storage of the Assets, including any known health and safety hazards and warnings and legislative non-compliances available to Landlord under this Lease or applicable lawto the Assets. By signing this agreement, the Commencement Date shall be deemed Seller acknowledges and agrees that the Auctioneer is not a specialist in, and does not have any specialist knowledge or understanding in or of, the Assets supplied for Sale or of the safe operation, use, handling and storage of the Assets or any health and safety hazards and warnings and legislative non-compliances applicable to the Assets. The Seller acknowledges, accepts and agrees that the Seller alone has been and is responsible for: the supply of any and all information and documentation regarding the Assets and the safe operation, use, handling and storage of the Assets, including any known health and safety hazards and warnings and legislative non-compliances available or applicable to the Assets, supplied or made available for Sale; and the failure to supply any information and documentation regarding the Assets and the safe operation, use, handling and storage of the Assets, including any known health and safety hazards and warnings and legislative non-compliances available or applicable to the Assets which has been omitted or has not been supplied or made available for Sale. Plant Hazard Report The Auctioneer will, on the Seller’s behalf, if a cost for a Plant Hazard Report is nominated in the Key Terms, undertake or procure to be undertaken, any workplace health and safety hazard identification review and prepare or procure the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event preparation of any Landlord Delay (as such term is defined Plant Hazard Reports with respect to the Assets that are required by Law. Notwithstanding this clause 11.1, the Seller acknowledges the Auctioneer accepts no liability in Exhibit B), in addition respect to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction Plant Hazard Report procured on behalf of the Improvements such that substantial completion occurs on or after May 22, 2011. Landlord Seller and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises Seller alone is responsible for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed Plant Hazard Report in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materialsclause10.3. The Seller accepts full responsibility, and base moldingsindemnifies the Auctioneer, for all and any Claims that may arise from representations or omissions in the Plant Hazard Report If the Seller requires the Auctioneer to prepare a Plant Hazard Report on the Seller’s behalf, if anyapplicable, have been installed the Seller must provide the Auctioneer and substantially completed in accordance its Representatives with access to the terms Seller’s Premises and conditions of this Lease, subject the Assets as required by the Auctioneer to punch list items which do not materially affect Tenant’s use of arrange an occupational health and safety hazard identification review and to enable it to prepare the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effectPlant Hazard Report.

Commencement Date and Term. (A) The term Term of this Lease (“Term”) shall commence on the next day after Commencement Date. The period from the date Landlord substantially completes Commencement Date, running until the Improvements contemplated under Exhibit B in accordance with May 31, 2021 shall be hereinafter referred to as the terms and conditions “Initial Early Term.” During the Initial Early Term, Tenant shall be permitted to occupy the Initial Early Premises pursuant to all the provisions of this Lease; however, and delivers possession Basic Annual Rent shall be paid at a rate of $27.50 per square foot per year, with respect to the square feet of the Premises to Tenant in broom-clean condition and free of any tenancies (the “Commencement Date”), and shall end, unless sooner terminated as otherwise provided herein, at 11:59 p.m. on the last day of the calendar month that is seventy-two (72) months after the Rent Commencement Date (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver the Premises to Tenant in accordance with the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extensionInitial Early Premises, as set forth below (in Item 6 of the Basic Lease Terms above. The period from June 1, 2021 to the Manufacturing CO Date, shall be hereinafter referred to as the “Early Term.” During the Early Term, Tenant shall be permitted to occupy the Early Premises pursuant to all the provisions of this Lease; however, Basic Annual Rent Commencement shall be paid at a rate of $27.50 per square foot per year, with respect to the square feet of the Early Premises, as set forth in Item 6 of the Basic Lease Terms above. From and after the Manufacturing CO Date”). , Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable lawoccupy, the entire Premises and the Basic Annual Rent shall commence as set forth in Item 6 of the Basic Lease Terms above and Lease Year-based payments of Basic Monthly Rental Installments as set forth therein shall commence. The Commencement Date and the Manufacturing CO Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction of the Improvements such that substantial completion occurs on or after May 22, 2011. confirmed by Landlord and Tenant shall promptly execute an amendment to this Lease (by the execution of a “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it Memorandum” in a form substantially similar to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and Exhibit "C" following occupancy of the entire Premises for the Specified Use (as defined in Section 6.1), and the Improvements, including, without limitation, the structural, mechanical, plumbing and electrical work specified herein has been performed in accordance with the terms and conditions of this Lease; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed and substantially completed in accordance with the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use of the Premises, and which punch list items shall be performed by Landlord within 30 days after such substantial completion. Except as set forth in this Lease, if for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effect.

Commencement Date and Term. The term Term of this Lease (“Term”) shall commence the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease, and delivers possession of the Premises to Tenant in broom-clean condition and free of any tenancies (on the “Commencement Date”, which shall be the earlier of (i) the date Tenant commences doing business from any portion of the Premises or (ii) one hundred fifty (150) calendar days after the Delivery Date (as defined below), and shall end, unless extended or sooner terminated as otherwise provided herein, at 11:59 p.m. midnight on the last calendar day of the sixty-second (62’) full calendar month that is seventy-two (72) months after following the Rent Commencement Date (the “Termination Date”). The anticipated Commencement Date is April 22, 2011, and Landlord shall use commercially reasonable efforts to have the Commencement Date occur as soon as reasonably practicable on or before April 22, 2011. Landlord shall deliver possession of the Premises to Tenant in the Required Condition (as defined in Section 1.1 above) on the first business day following the full execution of’ this Lease (such date of delivery being referred to herein as the “Delivery Date”) so that Tenant may commence the Improvements (as defined in Exhibit B), which shall be constructed by Tenant in accordance with the provisions of Exhibit B, and otherwise prepare the Premises for occupancy and/or occupy the Premises for the conduct of its business (subject to the first sentence of this Section 2.1). The anticipated Delivery Date is October 15, 2010 and the anticipated Commencement Date is March 15, 2011. Tenant’s occupancy of the Premises subsequent to the Delivery Date and prior to the Commencement Date shall be upon all of the terms and conditions of this Lease upon the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B in accordance with the terms and conditions of this Lease (subject to the following paragraph). The Rent Commencement Date shall be the later of the Commencement Date or September 15, 2011, subject to extension, as set forth below (“Rent Commencement Date”). Tenant shall be entitled to possess, occupy, improve and use the entire Premises as of the Commencement Date and Tenant shall have no obligation to pay Fixed Monthly Rent until the Rent Commencement Date. Tenant shall pay parking charges and all other amounts due to Landlord (if any) during such period of beneficial occupancy prior to the Rent Commencement Date, subject to any discounts or abatement of parking provided for under the terms of this Lease. Landlord, subject to the terms of this paragraph, shall grant Tenant access to the Premises up to approximately thirty (30) days prior to the Commencement Date, solely for the purpose of installing Tenant’s furniture, fixtures and equipment, computer and telephone cabling (the “Access Period”). Tenant’s access to the Premises shall be for the purposes herein stated such access shall not interfere with or delay construction of the Improvements. During the Access Period, if any, Tenant shall be subject to Landlord’s reasonable administrative control and supervision and Tenant shall comply with all of the provisions and covenants contained in this Lease, except that Tenant shall not be obligated to pay Fixed Monthly Rent or Additional Rent for the Premises until the Rent Commencement Date (as defined above). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. In Date, subject to the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under this Lease or applicable law, the Commencement Date shall be deemed to be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. In the event of any Landlord Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Tenant under this Lease or applicable law, the Rent Commencement Date shall be delayed day for day for each day of such Landlord Delay(s), but only if such Landlord Delay (when aggregated with all other Landlord Delays, if any) causes a delay in the construction express provisions of the Improvements such that substantial completion occurs on or after May 22, 2011last paragraph of Section 3.2 of this Lease. Landlord and Tenant shall promptly execute an amendment to this Lease (the “Memorandum”) substantially in the form attached hereto as Exhibit D, confirming the finalized Commencement Date and Term as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen thirty (1530) business days after receipt thereof. Failure of Notwithstanding anything to the contrary in this Lease or Exhibit 13 to this Lease, and provided that Tenant to timely execute and deliver delivers the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct. For purposes of establishing the Commencement Date, substantial completion shall be defined as that point in the construction process when a temporary certificate of occupancy or its substantial equivalent (such as a final signature card sign off from the City of Los Angeles) has been issued the applicable governmental authorities for Tenant’s use and occupancy of the entire Premises for the Specified Use Delay Notice (as defined in Section 6.1below), and the Commencement Date shall be delayed by one (1) day for each day that Tenant’s construction of the Improvements. is actually delayed due to the following factors: (a) Landlord’s breach of this Lease, including, without limitation, any payment obligations under Exhibit 13 and Landlord’s failure to respond to any requests for consents or approvals within the structuraltime periods prescribed in Exhibit B, mechanical, plumbing and electrical work specified herein has been performed (b) Force Majeure (as defined in accordance with the terms and conditions Section 20.5 of this Lease; ), (c) the paintpresence of Hazardous Materials within the Premises, carpet, hard flooring materials, (d) the non-compliance of the restrooms and base moldings, if any, have been installed the building systems within the Premises with applicable law and substantially completed in accordance with (e) any renovations or other improvements which Landlord is required to make to any portion of the terms and conditions of this Lease, subject to punch list items which do not materially affect Tenant’s use Building outside of the Premises, including the Common Areas, by any governmental authority having jurisdiction, which arise out of or are required in connection with Tenant’s completion of the Improvements, to the extent such renovations or improvements delay the closing of Tenant’s permits for the construction of the Improvements or the issuance of a temporary certificate of occupancy (or the equivalent thereof), it being expressly understood and which punch list items agreed that Tenant shall be performed by obligated to deliver prompt written notice to Landlord within 30 days after setting forth the cause of any such substantial completiondelay and the anticipated period of delay attributable thereto (tile “Delay Notice”). Except as set forth Notwithstanding anything to the contrary in this Lease, if for any reason the Delivery Date fails to occur by the date which is five (including any Tenant Delay or Landlord’s inability to complete 5) business days following the Improvements called for hereunder) Landlord is unable to deliver possession of the Premises to Tenant on the anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay pursuant to Section 3.1 until the Rent Commencement Date. Except for such delay in the commencement of Rent (but subject to any acceleration of the Commencement Date as a result of any Tenant Delay), and except as otherwise expressly set forth in this Lease, Landlord’s failure to give possession on the anticipated Commencement Date shall in no way affect Xxxxxx’s obligations hereunder. If possession of the Premises is not tendered by Landlord in accordance with the terms and conditions full execution of this Lease, with substantial completion of the Improvements having occurred within ninety (90) days after the anticipated Commencement Date, then, subject in addition to any Tenant DelayTenant’s other rights or remedies, Tenant shall have the right to may terminate this Lease by giving written notice to Landlord within ten (10) business days after such failure. Landlord, whereupon any monies previously paid by Tenant to Landlord shall have ten (10) business days after receipt of such notice be returned to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Xxxxxx within said ten (10) business day time period, then this Lease shall continue in full force and effectTenant.