Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. Except for the work to be performed by Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Except for the work (a) Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Center and the roof (structural portions only), exterior walls and other structural portions of the Initial Building. The cost of all work performed by Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises under this Section 12.1 shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6an Operating Expense hereunder, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly such work (i) is required due to the negligence of Landlord, (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 5.2 hereof, (iii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, (iv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the release set forth in Section 14.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Tenant so requests in writing, Landlord shall also repair and maintain or cause to be repaired or maintained, on attached Exhibit B, if at allthe same basis set forth in Section 12.1(a), the roof membrane of the Initial Building; provided, however, that the cost of such repair or maintenance shall not constitute an Operating Expense hereunder, but shall instead be entirely allocated to and paid by Tenant as the sole lessee of the Initial Building, except to the extent such cost falls into one of the categories set forth in clauses (i) through (iii) of Section 12.1(a), in which case Tenant shall to that extent have been made no liability or obligation with respect thereto. Any such payment for which Tenant is responsible under this Section 12.1(b) shall be paid by Tenant to Landlord or in cash within fifteen (15) days after Xxxxxx's receipt of Landlord’s agents to Tenant's written request for such payment, accompanied by invoices and other supporting documentation reasonably evidencing the costs for which such payment is requested.

Landlord’s Work. Except (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the work cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except to the extent permitted by Section 10.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord as expressly set forth on attached Exhibit Bthe buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if any (“Landlord’s Work”such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall only be obligated reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to provide offset the Premises, including the floor slab, exterior walls, columns, beams, roof and all cost of any such work against rent or other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended charges falling due from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of under this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Except for Landlord will deliver the work Fifth Amendment Expansion Premises to be performed by Landlord as expressly set forth Tenant on attached the Fifth Amendment Commencement Date in “as-is,” “where-is,” broom clean and vacant condition, in accordance with and subject to any provisions of the Lease pertaining to hazardous materials and Exhibit BD of the Lease, if any and in substantial compliance with all building codes and ordinances applicable to the use and occupancy of such premises (the “Landlord’s Work”) with the cost of same being at the sole cost and expense of Landlord, without any of such costs being part of Building operating costs, charged to Tenant, or being deducted from the Tenant Allowance. Landlord’s Work shall be completed prior to the Fifth Amendment Commencement Date and shall include, without limitation, the following: the Building structural systems; roof system; plumbing systems (including, without limitation, all connections and distribution of plumbing to internal appliances), unless modified as part of the Tenant Work; window systems; window covering; elevator systems; restrooms; the base building HVAC mechanical systems (including, without limitation, all connections and distribution to or of HVAC internal appliances), unless modified as part of the Tenant’s Work; and the base building electrical systems (to include all connections and distribution of electricity to the Premises), unless unreasonably modified as part of the Tenant’s Work. Notwithstanding the forgoing, nothing herein shall be construed to mean that Landlord shall only be obligated to provide prevented from performing normal maintenance and repairs and passing the Premisesdocumented, including the floor slab, exterior walls, columns, beams, roof and all other structural and nonout-structural elements on or within the Premises of-pocket cost of same through to Tenant in its present condition, absolutely “as is, where is, with all faultspart of normal operating expenses.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Except for the work Landlord, at its sole cost and expense, shall perform or cause to be performed the "Landlord's Work," defined herein to mean demolition of the Existing Building and construction of two (2) concrete tilt-up building shells substantially in accordance with final plans and specifications to be submitted to and approved by Landlord as expressly set forth on attached Exhibit Bthe Tenant pursuant to Section 1(b) below and by the City (once so approved, if any (“Landlord’s Work”the "Final Shell Plans"), Landlord which building shells shall contain only the items listed on Exhibit B-2 or shown on the Final Shell Plans (the "Building Shells"). Landlord's Work shall upon completion be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, compliance with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all then-applicable laws, ordinances, rules Laws and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof Private Restrictions (except to the extent expressly noncompliance is the result of Tenant- requested changes in the Preliminary or Final Shell Plans). Landlord's Work shall be performed using a general contractor selected by Landlord from the contractors listed Exhibit B-1; provided that Landlord may use contractors other than those on Exhibit B-1 subject to Tenant's approval, which approval shall not be unreasonably withheld or delayed. Landlord shall cause WHL Architects ("Architect") to prepare initial plans for construction of the Building Shells based on the shell specifications attached as Exhibit B-2 and the site plans attached as Exhibit B-3 (the "Preliminary Shell Plans"). The Preliminary Shell Plans shall provide for accommodation of Tenant's sewer line in the Buildings' slabs and may incorporate either of the site plans attached at Exhibit B-3 or be a combination thereof, as reasonably approved by Landlord and Tenant as set forth below, provided that in no event shall the design of the Project provide for a lobby larger than 6,000 square feet or for a number of parking spaces less than 3 spaces per 1,000 (in Landlord's discretion, provided that in no event shall the parking be less than 2.75 per 1,000) Rentable Square Feet (excluding the Rentable Square Feet of the lobby). Landlord shall submit the Preliminary Shell Plans to Tenant for Tenant's approval. Tenant will provide written approval of the Preliminary Shell Plans within five (5) days after such submission. If Tenant disapproves any part of the Preliminary Shell Plans, the disapproval shall include written instructions adequate for Architect to revise the Preliminary Shell Plans. Such revisions shall be subject to Landlord's approval, which shall not be unreasonably withheld, provided that neither Landlord nor Tenant shall be entitled to request or require changes to the Preliminary Shell Plans to the extent inconsistent with Exhibits B-2 and B- 3. Tenant will finally approve the revised Preliminary Shell Plans within two (2) business days after submission thereof to Tenant. If Tenant fails to approve the Preliminary Shell Plans within the applicable periods set forth in herein, then (A) Landlord shall not be obligated to commence construction of the Building Shells, (B) Tenant shall be responsible for any resulting delay, and the cost of such delay, in Landlord's completion of the Building Shells and delivery of the Leased Premises, and (C) any such delay shall be deemed a Tenant Delay (as defined below). After Tenant's approval of the Preliminary Shells Plans, such plans shall be submitted to the City for approval. After approval by the City of the Preliminary Shell Plans, Landlord shall cause Architect to prepare Final Shell Plans. Tenant will provide written approval of the Final Shell Plans within five (5) days after such submission. If Tenant disapproves any part of the Final Shell Plans, the disapproval shall include written instructions adequate for Architect to revise the Final Shell Plans. Such revisions shall be subject to Landlord's approval, which shall not be unreasonably withheld. Tenant will finally approve the revised Final Shell Plans within two (2) business days after submission thereof to Tenant. If Tenant fails to approve the Final Shell Plans within the applicable periods set forth in herein, then (A) Landlord shall not be obligated to commence construction of the Building Shells, (B) Tenant shall be responsible for any resulting delay, and the cost of such delay, in Landlord's completion of the Building Shells and delivery of the Leased Premises, and (C) any such delay shall be deemed a Tenant Delay (as defined below). Landlord's Work shall be deemed to have been "Substantially Completed" or to have attained "Substantial Completion" as and when hereinafter set forth in this subparagraph 1(c). When Landlord receives written certification from Architect that construction of the foundation, structural slab on grade (except to the extent delayed by Tenant's action or inaction, including at Tenant's request to accommodate Tenant's design requirements and/or any underslab aspects of the Tenant Improvements), Landlord's underslab plumbing work, structural steel framework, decking and concrete on second floor, roof structure and installation of main fire sprinkler risers in the Buildings and all other work shown on the Final Plans (other than the Late Delivery Items and punchlist items) have been completed in accordance with the Final Shell Plans approved by the City and the parties, Landlord shall prepare and deliver to Tenant a certificate signed by both Landlord and Architect (the "Structural Completion Certificate") certifying that the construction of such portions of the Buildings have been substantially completed in accordance with the Final Shell Plans in all material respects and specifying the date of that completion. To the extent reasonably available from the City, Landlord shall include reasonable evidence that the City has signed off on the items of Landlord's Work. The delivery of such Structural Completion Certificate (and evidence from the City, if any) shall memorialize the date that the Landlord's Work was "Substantially Completed," subject to concurrence by Tenant's architect, which concurrence shall not be unreasonably withheld and shall be given (or reasonably withheld) within five (5) business days after receipt of the Structural Completion Certificate. Within five (5) business after Landlord's delivery of the Structural Completion Certificate, Landlord and Tenant (and/or their representatives) shall conduct a walkthrough of the Building Shells using diligence to specify any items remaining incomplete (pursuant to the terms of the Work Letter) or in need of repair. Landlord and Tenant within said five (5) business day period after their inspection shall prepare a "punchlist" of any items remaining incomplete (pursuant to the terms of the Work Letter) or in need of repair, and Landlord shall cause such items to be completed or corrected at allits sole cost and expense within a reasonable time thereafter. Promptly after Landlord provides Tenant with the Final Completion Certificate, Landlord shall cause the recordation of a Notice of Completion (as defined in Section 3093 of the California Civil Code) with respect to Landlord's Work. The term "Substantially Completed" shall not include the parking areas or landscaping of the Property (the "Late Delivery Items") or punchlist items. Landlord and Tenant acknowledge and agree that the Late Delivery Items shall be completed by Landlord no later than the date which is the later to occur of (A) the date Tenant actually occupies the Leased Premises for the conduct of its business or (B) June 30, 2003. When Landlord receives written certification from Architect that construction of the remaining improvements constituting the Landlord's Work (including the Late Delivery Items and punchlist items) has been completed in accordance with the Final Shell Plans, Landlord shall prepare and deliver to Tenant a certificate signed by both Landlord and Architect (the "Final Completion Certificate") certifying that the construction of the remaining improvements constituting Landlord's Work has been substantially completed in accordance with Final Shell Plans in all material respects, and specifying the date of that completion. Upon receipt by Tenant of the Final Completion Certificate, the Landlord's Work will be deemed delivered to Tenant for all purposes of the Lease (subject to Landlord's continuing obligations with respect to the punchlist items). Notwithstanding any other provisions of this Work Letter or of the Lease, if Landlord is delayed in substantially completing any of Landlord's Work necessary for issuance of the Structural Completion Certificate as a result of any Tenant Delay (as defined below), have been made then the Rent Commencement Date (as otherwise determined in accordance with Article 1 of the Lease) shall be advanced one day earlier for each day by which such Tenant Delay delayed completion of the portions of Landlord's Work necessary for issuance of the Structural Completion Certificate, and Tenant shall reimburse Landlord in cash, within thirty (30) days after written demand by Landlord or Landlord’s agents to Tenant(accompanied by reasonable documentation of the items claimed), for any increased construction- related costs and expenses actually incurred by Landlord as a result of the Tenant Delay, if any.

Landlord’s Work. Except for Landlord shall, at Landlord’s sole cost and expense, in a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, cause a general contractor of its choice to perform the following work to be performed by Landlord as expressly set forth on attached Exhibit B, if any (the “Landlord’s Work”) in the Premises: (a) Ensure that all light fixtures are working properly and new light bulbs have been installed where required; and (b) Wash all windows and professionally clean the Premises; and (c) Separate the two-story lobby area of the Premises from the entry vestibule connecting the Building and the One-Story Building by installation of a store-front door in accordance with the “Landlord’s Plans” attached hereto as Schedule 1 and as set forth in Paragraph 2(c) of the Lease. Landlord shall have the right to make modifications in the Landlord’s Plans without Tenant’s consent to the extent that (i) such changes are required in order to obtain governmental permits, comply with governmental statutes, ordinances, rule or regulations, or are otherwise required by governmental authority (provided, however, that if Landlord makes any such changes it will cooperate with Tenant in making changes to Phase I Tenant’s Plans (defined below) in order to accommodate the changes in Landlord’s Plans), Landlord shall only be obligated or (ii) such change is not a material modification of the Landlord’s Plans. In addition to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if anyLandlord warrants that the all mechanical, shallHVAC, plumbing and electrical systems servicing the Premises and the roof of the Building are in good operational condition as of the Commencement Date, and that the Premises were compliant with the American With Disabilities Act at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, Landlord obtained permits for the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof major renovation Landlord completed in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1February, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Except for the work (a) Landlord shall at all times repair and maintain or cause to be performed by Landlord as expressly set forth on attached Exhibit Brepaired and maintained, if any (“at Landlord’s Work”sole expense and not as an operating expense recoverable under Article 6 hereof, the Building, Common Areas and the Improvements to the extent such repair or maintenance (i) is required due to the negligence or intentional misconduct of Landlord or Landlord Invitees, (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 4.2, Section 4.3 or Section 4.4 hereof, or (iii) is a capital expense not includible as an operating expense under Article 6 hereof made at Landlord’s election; in each case, except to the extent such repair or maintenance is required due to the negligence or willful misconduct of Tenant or Tenant Invitees. (b) During the Security/CAM Exclusivity Period, Landlord shall at all times repair and maintain or cause to be repaired and maintained the Common Areas and all underground, underslab and undergrade portions of the Property (the “Retained Maintenance Areas,” which term shall be construed to exclude the Aboveground Structures as defined below), including, without limitation, all hardscape, landscape, sidewalks, paths, parking lots (but not parking structures), equipment pads and outdoor furniture affixed to the Property; provided, however, that except as provided in Section 9.1(a) or 9.2(b), Landlord shall only not repair or maintain or cause to be obligated to provide repaired or maintained the Premises, Building or aboveground structures (including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or parking structures) within the Premises to Tenant in its present conditionCommon Areas, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at or any boilers serving the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited toBuilding (collectively, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADAAboveground Structures”). Tenant’s taking possession Subject to all applicable provisions of Article 6 above, Landlord shall repair and maintain the Retained Maintenance Areas in accordance with (i) the standards set forth in Exhibit F, (ii) the SSF Landscaping Considerations and Practices guidelines set forth in Exhibit G, and (iii) such other standards and practices as Landlord in its discretion may determine, consistent with the foregoing and with reasonable and customary maintenance practices for an office, research and development park of the Premises nature and quality of the Center. To the extent reasonably necessary to permit Landlord to discharge its obligations under this Section 9.1(b), Landlord and its contractors shall have access to the Center pursuant to the provisions of Section 13.1. Costs of Landlord’s work under this Section 9.1(b) shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space allocated to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit Bin, if or determined in accordance with, Article 6 above. (c) During any Post-Exclusivity Period, Landlord shall at allall times repair and maintain or cause to be repaired and maintained the Common Areas (including both the Retained Maintenance Areas and the Aboveground Structures other than any Buildings still leased by Tenant or its permitted assignees or sublessees), have been made by Landlord or . Costs of Landlord’s agents work under this Section 9.1(c) shall be allocated to TenantTenant to the extent provided in, or determined in accordance with, Section 6.1(c).

Landlord’s Work. 6.1 Except for the work to be performed by Landlord as expressly set forth on in the Workletter attached to this Lease as Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within is performing no work in connection with its delivery of the Premises to Tenant and Tenant is accepting the Premises in its present “AS-IS condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, 6.2 The manner in which the common areas are maintained and operated and the expenditures therefor shall be at the time reasonable discretion of installationLandlord, comply but such common areas shall be maintained and operated consistent with all applicable lawsClass “A” buildings in Long Beach, ordinances, and the use of such areas and facilities shall be subject to such reasonable rules and regulations includingas Landlord shall make from time to time. The term “common areas” as used herein shall mean Initials /s/ Illegible Initials /s/ Illegible 07/17/02 the pedestrian sidewalks, but malls, truckways, loading docks, hallways, lobbies, corridors, delivery areas, parking areas, elevators and escalators and stairs not limited tocontained in the leased areas, public bathrooms and comfort stations and all other areas or improvements that may be provided by Landlord for the convenience and use of the tenants of the Building and their respective sub-tenants, agents, employees, customers, invitees and any other licensees of Landlord. Landlord reserves the rights, from time to time, to utilize portions of the common areas for entertainment, displays, product shows, the Occupational Safety leasing of kiosks or such other uses that, in Landlord’s judgment, do not unreasonably interfere with Tenant’s use and Health Act (“OSHA”) enjoyment of the Premises. 6.3 The purpose of attached Exhibit A is to show the approximate location of the Premises in the Building and Landlord hereby reserves the right, at any time and from time to time, to make alterations or additions to the Building and the American with Disabilities Act of 1990, as amended common areas. Landlord also reserves the right at any time and from time to time to construct other improvements in the Building (“ADA”). including within the common areas) and to enlarge same and make alterations therein or additions thereto. 6.4 Notwithstanding anything in this Lease to the contrary, Landlord shall maintain the common areas and the Building in substantially the same physical condition as exists on the Commencement Date and so as to not permanently and unreasonably interfere with Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order use and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenantenjoyment thereof.

Landlord’s Work. Except for 1.2.1 In connection with Tenant’s construction of the work to “Improvements”, as that term is defined in Section 2.1 below, Landlord shall be performed by Landlord as expressly set forth on attached Exhibit Bresponsible, if any (“at Landlord’s sole cost and expense, for any work (the “Landlord Work”) required to correct any existing violations of applicable Laws (as interpreted and enforced as of the Delivery Dates of each of the applicable Premises) relating to (any such work is hereinafter referred to as “Required Compliance Corrections”): (i) the restrooms located on any full floor of the Premises (such Required Compliance Corrections located within any such restrooms are hereinafter referred to as the “Required Restroom Compliance Corrections”), (ii) the path of travel to the Premises, and (iii) the Common Areas of the Building outside of the Premises, to the extent the performance of any such work in the Common Areas of the Building (other than in (i) above) is necessary in order for Tenant to obtain (x) a building permit for the Improvements (provided that the Improvements are Typical Office Improvements, and are not Specialty Alterations or “Ancillary Use Improvements”, as that term is defined below), or (y) a certificate of occupancy or similar governmental approval necessary for Tenant to occupy the Premises for general office use; provided, however, that in no event shall the Landlord Work be deemed to include any Required Compliance Corrections to the extent the same are triggered by the specialized use of the Premises (other than for general office use) by Tenant or any Tenant Parties (including, without limitation, for the Ancillary Uses, as defined in the Lease) or any Alterations performed in the Premises by or on behalf of Tenant (other than any Typical Office Improvements). Notwithstanding the foregoing, in no event shall only Tenant be obligated to provide perform any structural alterations, capital improvements or the Premisesinstallation of new or additional mechanical, electrical, plumbing or fire/life safety systems on a Building-wide basis, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time correct any violations of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Laws triggered by Tenant’s taking possession construction of the Premises shall Improvements; provided, however, that any such structural alterations, capital improvements and/or installation of new or additional mechanical, electrical, plumbing or fire/life safety systems installed on behalf of Tenant may be conclusive evidence included as part of Tenant’s acceptance thereof Operating Expenses, subject to and in good order and satisfactory condition. Landlord shall deliver possession accordance with the TCCs of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to TenantSection 4.2.

Landlord’s Work. Except for (a) Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Center, the roofs (structural portions only), exterior walls and other structural portions of the Buildings, any demising walls between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant’s side of any such demising walls), and any building systems that serve, in common, both Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the release set forth in Section 14.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except to the extent expressly set forth in Section 12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord as expressly set forth on attached Exhibit Bany of the Buildings under Section 12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if any (“Landlord’s Work”such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein. Tenant shall have the right to perform such repairs or maintenance and Landlord shall only be obligated reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to provide offset the Premises, including the floor slab, exterior walls, columns, beams, roof and all cost of any such work against rent or other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended charges falling due from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of under this Lease. Moreover, including under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance obligations (x) in the Exhibits heretoPhase II Building, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit Bthe conditions requiring repair or maintenance affect only Tenant’s portion of the Phase II Building and not the retail portion of the Phase II Building, if at all), have been made by Landlord or Landlord’s agents to Tenant(y) in the Common Areas of the Property.

Landlord’s Work. Except for the work to be performed by (i) Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at Landlord's cost and expense, construct all of the time of installationimprovements which are depicted in the Common Area and the Common Facilities on the Plan, comply in accordance with all applicable laws, ordinances, rules the Plan and regulations includingthe Governmental Approvals (the "Landlord's Work"). Such Landlord's Work shall include, but not be limited to: parking areas, curbing and driveways except those located within the Occupational Safety and Health Act (“OSHA”) and Premises; curbing lying along the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession boundary of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order Premises; water, sewer, telephone, electric and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 gas service lines and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject appurtenances up to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition boundary of the Premises and no warranties otherwise as necessary for use in any of the other buildings in the Center, except that Tenant shall be responsible for its own utility lines and connections within the Premises; storm water drainage swales, basins, facilities xxx xxructures; parking lot lighting within the Common Areas; landscaping within the Common Area, off-site highway, traffic or guaranteesother improvements required by the Plan or Governmental Approvals; and sidewalks except those within the Premises. (ii) Tenant acknowledges that Landlord shall, expressed or impliedsubject to approval by the Township and any of the other Governmental Approvals, complete Landlord's Work in phases, with respect the first phase ("Phase I") to workmanship or any defects be commenced and completed in materialconnection with the construction and use and occupancy of the Building, which work is depicted as Phase I on the Plan and includes the paving of the driveways and parking lot for access to and use of, and no promise installation of curbing at and to, all of the points of ingress and egress to decorate, alter, repair or improve Bayard Road and Baltimore Pike (exclusive of the Phase IV and Phase V Improvements pursuant to the Highway Agreement); paved parking lot areas with not less than twenty- seven (27) parking spaces in the Common Area as shown on the Plan; all utilities to the boundary of the Premises either before as necessary for construction and occupancy of the Building and for operation of the Common Area, including electricity for parking lot lighting; landscaping along the right-of-way of Bayard Road and Baltimore Pike as depicted on the Plan; lighting within the parking areas comprising Phase 1; a pylon sign for the Center; all as depicted on the Plan and all other Landlord's Work necessary for issuance of a building permit and certificate of occupancy for the Building. (iii) Prior to commencement of Landlord's Work or Tenant's Work or the payment of Rent, the Landlord shall demonstrate to Tenant's satisfaction the availability of loan financing and other financial resources sufficient to complete the Landlord's Work and executed construction contracts for commencement and completion of Landlord's Work. (iv) Landlord's Work shall be performed in a good and workmanlike manner. Any of Landlord's Work that is performed after commencement of the construction of the Building by Tenant shall be coordinated so as not to interfere with Tenant's contractor's work. (v) Landlord's Work shall be commenced within 30 days after obtaining the Governmental Approvals and shall be pursued diligently to completion. All of Landlord's Work necessary for issuance of a certificate of occupancy for the Building must be completed no later 30 days after the execution hereof Tenant achieves substantial completion of the Building and all of the remaining Landlord's Work (except to the extent expressly provided on attached Exhibit Bin Phase I, if at all), have been made by Landlord or Landlord’s agents to applicable) must be completed within 60 days after Tenant's substantial completion of the Building.

Landlord’s Work. Except for the work (a) Landlord shall repair and maintain or cause to be repaired and maintained those portions of the Building outside of the Premises, the common areas of the Property and the Center, the lines and facilities for delivery of Building systems (other than HVAC) and utilities to the perimeter of the Premises (to the extent such lines and facilities are exterior to the Premises or provide shared service to Tenant and to one or more other tenants or occupants of the Building), and the roof, foundation, exterior walls and other structural portions of the Building. The cost of all work performed by Landlord as expressly set forth on attached Exhibit B, if any under this Section 8.1 (“Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”a) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6an Operating Expense hereunder, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by such work (i) is required due to the negligence of Landlord or any of its agents or employees or of any other tenant of the Building, (ii) is a service to a specific tenant or tenants, other than Tenant, for which Landlord has received or has the right to receive full reimbursement, (iii) is a capital expense not includible as an Operating Expense under Section 5.2 hereof, or (iv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 10.6 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s agents 's expense, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect, except to the limited extent specifically provided in Section 8.1(b) hereof. In performing its work under this Section 8.1, Landlord shall use reasonable efforts not to materially impair Tenant.'s access to and from the Premises or Tenant's

Landlord’s Work. Except Landlord shall construct promptly following the Phase 1 Commencement Date and no later than Tenant’s completion of the Tenant Improvements, and, except as provided below to the contrary, pay for the entire cost of constructing the following work to be performed by Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated at Landlord’s sole cost and expense, to provide Landlord's Building standard condition, using Building standard procedures, methods, materials, colors and finishes: (i) with respect to the PremisesProject, including (A) maintain and deliver the floor slabparking lots, exterior lighting, landscaping, wayfinding signage, irrigation, utilities, sidewalks, and driveways in good condition, and (B) complete, maintain and update the ADA path of travel from the parking lots to the Buildings as required by applicable Laws, (ii) with respect to the Buildings, maintain and deliver the roof, exterior walls, columnsfoundation and structure of the Buildings in good condition and leak-free, beamsand (iii) with respect to the 5353 Building, roof and all other structural and non-structural elements on or within deliver the Premises broom-clean and free of prior tenant’s furniture, fixtures, equipment and possession, and provide telephone closets free of the prior tenant’s cabling. In the event that any Pre-Existing Hazardous Materials (as defined in Section 7.1 of the Lease) (other than any asbestos-containing materials (“ACMs”)) are required to be remediated under Environmental Law in connection with or as a result of the performance of the Tenant Improvements, Landlord shall perform any such remediation required by applicable Environmental Law at its sole cost and expense, and, any actual delay in its present conditionthe completion of the Tenant Improvements or Tenant’s ability to legally occupy the Premises due to such remediation shall be deemed to be a Landlord Delay; provided that (i) if ACMs are likely to be disturbed in the course of the Tenant Improvements, absolutely “as is, where is, Tenant shall encapsulate or remove the ACMs in accordance with an approved asbestos-removal plan and otherwise in accordance with all faults.” applicable Environmental Laws, including giving all notices required by California Health and Safety Code Sections 25915-25919.7 and (ii) if AMCs are likely to be disturbed in the course of Landlord’s Work, if any, shall, at the time of installation, comply Landlord shall encapsulate or remove such AMCs in accordance with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this LeaseEnvironmental Laws, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises giving all notices required by California Health and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to TenantSafety Code Sections 25915-25919.7.

Landlord’s Work. Except for Landlord’s Remaining Base Building Work, Landlord has constructed the work following elements of the Building, which are referred to be performed by Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide the Premisesin a good and workmanlike manner and in accordance with all laws, including the rules and regulations: foundations, floor slabslabs, roofs, exterior walls and windows, core walls, columns, beamscore bathrooms, roof elevators and all central mechanical, heating, ventilation, air-conditioning, plumbing, telecommunications, security and electrical systems serving the Building generally, any other structural mechanical and non-structural electrical systems located within core walls, main lobbies and entrances areas, as more particularly set forth in the Base Building Specifications on Exhibit A-1. Except for Landlord’s Remaining Base Building Work, Tenant shall be deemed to have accepted all elements on or within the Premises to Tenant of Landlord’s Work in its present condition, absolutely “as is” condition on the date of this Lease, where isprovided that the foregoing shall in no manner derogate from Landlord’s express responsibilities under this Lease with respect to repairs and maintenance. Landlord covenants that, on the Commencement Date, all such systems, and all common areas and facilities, and the core bathrooms located within the Premises, and the Parking Garage, shall be fully functional. In addition, Landlord shall perform the remaining incomplete components of Landlord’s Work set forth on Exhibit A-2 (“Landlord’s Remaining Base Building Work”) in a good and workmanlike manner and in accordance with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, and use commercially reasonable efforts to complete the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur same on or before July 1, 20082004. Subject In the event that Landlord has not substantially completed Landlord’s Remaining Base Building Work on or before November 1, 2004, except for excusable delay (as provided in Section 10.4), or any delay caused by Tenant, or its agents, contractors or employees, and such failure of Landlord has the effect of actually delaying Tenant’s ability to complete the Initial Tenant Work and commence occupancy of the Premises, then the delay in such completion and occupancy that otherwise would not have occurred shall be deemed a “Landlord Delay”. Any disputes as to whether Landlord has completed Landlord’s Remaining Base Building Work may be submitted for resolution by either party pursuant to the terms special expedited dispute resolution procedure set forth in Exhibit J. Promptly after receipt thereof, but in any event no later than the Commencement Date, Landlord shall provide a copy of the certificate of occupancy for Landlord’s Work, which shall permit the use of the Building for office purposes. The foregoing obligation to deliver a certificate of occupancy shall not obligate Landlord to provide a certificate of occupancy in connection with the Initial Tenant Work. In addition, if Tenant shall fail to lease the 20th Floor Expansion Space pursuant to Section 2.9 hereof, Landlord shall, at Landlord’s sole cost and conditions of this Leaseexpense, including perform the Exhibits hereto, Tenant agrees that no representation respecting work necessary to demise the condition portion of the Premises on the twentieth floor from the remainder of such floor in the location shown on Exhibit B. Landlord shall perform such demising work in a good and no workmanlike manner and in accordance with all laws, rules and regulations and use commercially reasonable efforts to complete the same on or before November 1, 2004. Landlord shall enforce all warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or obtained for Landlord’s agents to Work for the benefit of Tenant.

Landlord’s Work. Except for 2.1 Subject to the work to be performed by terms, provisions, and conditions of this Work Letter, Landlord as expressly set forth on attached Exhibit B, if any shall cause the construction of the Building shell and core and the related exterior areas of the Premises (the “Landlord’s Work”) to be completed in general accordance with (i) the site plan attached hereto as Schedule 1, (ii) the Building Plans (as defined below), and (iii) Landlord’s standard tenant finishes and materials for the Building as modified by the approved tenant improvement plans and specifications (the “TI Plans” as further defined below), as modified by Change Orders (as defined below) approved pursuant to Section 4 below. The term "Landlord Delay" shall mean only be obligated an actual delay in the completion of the Landlord’s Work or TI Work which is caused by (a) the failure of Landlord to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or a written response within the Premises to Tenant time period set forth in its present conditionthis Work Letter (or if no time is expressly stated, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act within ten (“OSHA”10) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession business days after receipt of the request for approval), (b) the failure by Landlord to pay the TI Work Allowance when due under this Work Letter, or (c) the gross negligence or willful misconduct in the performance of any work or activity in the Premises or Project by Landlord, its agents, employees, or contractors. Notwithstanding anything to the contrary contained herein, Landlord Delay shall be conclusive evidence not include any of Tenant’s acceptance thereof in good order and satisfactory conditionthe foregoing delays to the extent caused by the acts, omissions, or misconduct of Tenant or any Tenant Parties. Landlord shall deliver possession written notice of the Arcade space any Tenant Delay to Tenant within ten (10) days of Landlord becoming aware of any Tenant Delay and its effect on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenantobligations under the Lease or this Work Letter.

Landlord’s Work. Except for Landlord will deliver the work Fifth Floor Expansion Premises to be performed by Landlord as expressly set forth Tenant on attached Exhibit BOctober 1, if 2005 (the “Fifth Floor Expansion Commencement Date”) in “as-is,” “where-is,” broom clean and vacant condition, in accordance with and subject to any provisions of the Lease pertaining to hazardous materials and in good working order and in substantial compliance with all building codes and ordinances applicable to the use and occupancy of such premises (the “Landlord’s Work”) with the cost of same being at the sole cost and expense of Landlord, without any of such costs being part of Building operating costs, charged to Tenant, or being deducted from the Fifth Floor Expansion Allowance. Landlord’s Work shall be completed prior to the Fifth Floor Expansion Commencement Date and shall include, without limitation, the following: window coverings; ceiling and grid tiles; walls (as depicted on Exhibit BVI attached to this Sixth Amendment); the base building plumbing systems; the fire and life safety systems; the base building HVAC mechanical systems, unless modified as part of the Tenant’s Work; and the base building electrical systems, unless unreasonably modified as part of the Tenant’s Work. Notwithstanding the forgoing, nothing herein shall be construed to mean that Landlord shall only be obligated to provide prevented from performing normal maintenance and repairs and passing the Premisesdocumented, including the floor slab, exterior walls, columns, beams, roof and all other structural and nonout-structural elements on or within the Premises of-pocket cost of same through to Tenant in its present condition, absolutely “as is, where is, with all faultspart of normal operating expenses.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Except A. The Premises shall be deemed Substantially Complete when Landlord has achieved Substantial Completion (or is deemed to have achieved Substantial Completion pursuant to Section 2.02B and 2.02C below) as provided for in Exhibit F attached hereto and made a part hereof (the "Work Letter"). B. Any Tenant's Delay in the Substantial Completion of the Demised Premises, or any portion thereof, shall be governed by Section VIII of the Work Letter. C. The taking of possession of the Demised Premises in accordance with Section VII of the Work Letter shall be deemed an acceptance of the same by Tenant and shall be deemed Substantial Completion by Landlord of all of Landlord's Work for the work to be performed by Landlord as expressly set forth on attached Exhibit B, if any (“Landlord’s Work”), Landlord shall only be obligated to provide purposes of determining the Commencement Date. Tenant has examined the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises agrees to Tenant take possession of same in its present condition, absolutely “"as is", "where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, " condition as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof Execution Date, subject only to Landlord's obligations (a) to complete Landlord's Work as set forth in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6Work Letter, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”b) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any compliance with Legal Requirements in connection with Landlord's Work as set forth in Section 11.01 hereof and (c) with respect to latent defects in materialLandlord's Work as set forth in Section 12.02B hereof. D. The parties acknowledge and agree that due to (i) the time frame in which the Building was constructed, (ii) QAD's oversight role at such time, and no promise (iii) QAD's role with respect to decorateongoing construction activities at the Building, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit Bbest of QAD's knowledge, the Building and Premises are free of any materials which, if at allthe Building had been subject to New York City Department of Buildings oversight (rather than QAD's), would have been made by Landlord otherwise required either ACP-5 or ACP-7 certificates (as the case may be) in connection with the performance of Landlord’s agents to Tenant's Work.