AS PROVIDED BY THE MANUFACTURING SERVICES AGREEMENT OR
AS OTHERWISE CONTEMPLATED BY THE MANUFACTURING SERVICES AGREEMENT; AND (2) ANY
ENTRANCES, STAIRS, RIGHTS OF PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND
ACCESS, ELEVATORS, DRIVEWAYS, ALLEYS, FIRE CORRIDORS, PUBLIC RESTROOMS,
CAFETERIAS, PARKING LOTS, AND LOADING DOCKS WITHIN THE BUILDING OR LOCATED ON
THE LAND THAT ARE GENERALLY NECESSARY IN CONNECTION WITH THE MANUFACTURING OF
PRODUCT AS PROVIDED BY THE MANUFACTURING SERVICES AGREEMENT, ALL UPON THE TERMS
AND CONDITIONS HEREINAFTER SET FORTH (COLLECTIVELY, THE "COMMON AREAS").
LANDLORD SHALL BE RESPONSIBLE AT ITS EXPENSE TO MAINTAIN THE COMMON AREAS IN
ACCORDANCE WITH LANDLORD'S STANDARD OF MAINTENANCE EXISTING ON THE DATE HEREOF.
1.3
RIGHTS RETAINED BY LANDLORD.
SUBJECT TO THE
PROVISIONS OF THE MANUFACTURING SERVICES AGREEMENT, LANDLORD HEREBY RESERVES THE
FOLLOWING RIGHTS WITH RESPECT TO THE COMMON AREAS:
TO ESTABLISH REASONABLE AND
NON-DISCRIMINATORY RULES AND REGULATIONS FOR THE USE THEREOF; TO USE OR PERMIT
THE USE BY OTHERS TO WHOM LANDLORD MAY HAVE GRANTED SUCH RIGHTS; TO CLOSE ALL OR
ANY PORTION THEREOF AS MAY BE DEEMED NECESSARY BY LANDLORD TO PREVENT A
DEDICATION THEREOF OR THE ACCRUAL OF ANY RIGHTS BY ANY PERSON OR THE PUBLIC
THEREIN; AND TO CHANGE THE LAYOUT OF THE COMMON AREAS, INCLUDING THE RIGHT TO
REASONABLY ADD TO OR SUBTRACT FROM THEIR SHAPE AND SIZE, WHETHER BY THE ADDITION
OF BUILDING IMPROVEMENTS OR OTHERWISE, PROVIDED IN ALL SUCH CASES REASONABLY
EQUIVALENT ACCESS TO THE PREMISES SHALL BE MAINTAINED.
1.4
CONDITION OF PREMISES.
THE PARTIES ACKNOWLEDGE THAT
THE PREMISES NEED TO BE IMPROVED BY LANDLORD AS SPECIFIED IN EXHIBIT C ATTACHED
HERETO SO THAT THE PREMISES WILL BE READY FOR THE INSTALLATION OF THE TENANT'S
MANUFACTURING TOOLS (AS DEFINED THEREIN, THE "IMPROVEMENTS").
AT SUCH TIME AS
THE IMPROVEMENTS HAVE BEEN COMPLETED BY LANDLORD AND TENANT HAS APPROVED THE
IMPROVEMENTS IN ACCORDANCE WITH THE SIGN OFF PROCEDURES PROVIDED BELOW, TENANT
SHALL TAKE POSSESSION OF THE PREMISES.
TENANT WILL BE DEEMED TO HAVE APPROVED
THE IMPROVEMENTS WHEN ALL OF THE FOLLOWING SIGN OFF PROCEDURES ARE COMPLETED:
(A)
LANDLORD SHALL HAVE PROVIDED WRITTEN NOTIFICATION TO THE TENANT
THAT THE CLEAN ROOM BALLROOMS, BAY AND CHASES HAVE BEEN CERTIFIED BY LANDLORD'S
MICRO CONTAMINATION TEAM TO HAVE MET LANDLORD'S DESIGN PARAMETERS FOR THE
PREMISES;
(B)
LANDLORD AND/OR ITS CONTRACTOR(S) SHALL HAVE PROVIDED WRITTEN
NOTIFICATION THAT THE TOOL UTILITY GENERATION AND DISTRIBUTION SYSTEMS HAVE BEEN
INSTALLED, ARE OPERATING AS DESIGNED, AND ARE READY FOR TOOL CONNECTION;
(C)
LANDLORD SHALL HAVE PROVIDED WRITTEN NOTIFICATION TO TENANT THAT
ITS FACILITIES TECHNICIANS ARE ALL TRAINED IN THE OPERATION AND MAINTENANCE OF
THE SYSTEMS THAT ARE PART OF THE IMPROVEMENTS;
(D)
LANDLORD SHALL HAVE PROVIDED WRITTEN NOTIFICATION TO TENANT THAT
THE BULK AND PROCESS CHEMICAL AND GAS SYSTEMS HAVE BEEN CORRECTLY INSTALLED AND
QUALIFIED AS REQUIRED FOR THE NAND MANUFACTURING PROCESS CHEMISTRY USED TO
MANUFACTURE THE PRODUCT; AND
(E)
LANDLORD SHALL HAVE PROVIDED TO TENANT A COPY OF THE CERTIFICATE
OF OCCUPANCY FOR THE PREMISES.
FOLLOWING RECEIPT OF THE NOTIFICATION PURSUANT TO SUBSECTION (A) AND WHILE THE
APPROVAL PROCESS CONTINUES,